-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IHOH51m7367q9Mr1hqZ8uQQR0ffeKfhKDb6yDoRHylYtCwcRArpKVxcID6AluNkO iOTkYuBycCmeWfBzvHJApQ== 0000320321-00-000006.txt : 20000515 0000320321-00-000006.hdr.sgml : 20000515 ACCESSION NUMBER: 0000320321-00-000006 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OCEAN ENERGY INC /TX/ CENTRAL INDEX KEY: 0000320321 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 741764876 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-08094 FILM NUMBER: 629860 BUSINESS ADDRESS: STREET 1: 1001 FANNIN STE 1600 CITY: HOUSTON STATE: TX ZIP: 77002-6714 BUSINESS PHONE: 7132656000 MAIL ADDRESS: STREET 1: 1001 FANNIN, SUITE 1600 CITY: HOUSTON STATE: TX ZIP: 77002-6714 FORMER COMPANY: FORMER CONFORMED NAME: SEAGULL ENERGY CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SEAGULL PIPELINE CORP DATE OF NAME CHANGE: 19830815 10-Q 1 FIRST QUARTER 2000 10-Q =============================================================================== Securities And Exchange Commission Washington, D.C. 20549 Form 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended March 31, 2000 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 1-8094 Ocean Energy, Inc. (Exact name of registrant as specified in its charter) Texas 74-1764876 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1001 Fannin, Suite 1600, Houston, Texas 77002-6714 (Address of principal executive offices) (Zip code) (713) 265-6000 (Registrant's telephone number, including area code) None (Former name,former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No . As of May 9, 2000, 167,499,666 shares of Common Stock, par value $0.10 per share, were outstanding. ================================================================================ Ocean Energy, Inc. Index Page Number Part I. Financial Information Item 1. Unaudited Consolidated Financial Statements Consolidated Statements of Operations for the Three Months Ended March 31, 2000 and 1999....................................... 1 Consolidated Balance Sheets - March 31, 2000 and December 31, 1999............................................... 2 Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2000 and 1999....................................... 3 Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2000 and 1999 ................. 4 Notes to Consolidated Financial Statements......................... 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.................................12 Item 3. Quantitative and Qualitative Disclosures about Market Risks.........19 Part II. Other Information.................................................19 Signatures..................................................................21 (i) Item. 1 Unaudited Consolidated Financial Statements Ocean Energy, Inc. Consolidated Statements Of Operations (Amounts in Thousands, Except Per Share Data) (Unaudited)
Three Months Ended March 31, --------------------------------------- 2000 1999 ----------------- ------------------ Revenues.................................................................. $ 246,068 $ 105,694 Costs of Operations: Operating expenses..................................................... 56,820 45,160 Depreciation, depletion and amortization............................... 80,080 58,608 Impairment of oil and gas properties................................... - 28,500 General and administrative............................................. 9,122 4,576 ----------------- ------------------ 146,022 136,844 ----------------- ------------------ Operating Profit (Loss)................................................... 100,046 (31,150) Other (Income) Expense: Interest expense....................................................... 19,228 25,170 Merger and integration costs........................................... 3,273 40,652 Interest income and other.............................................. (739) (483) ----------------- ------------------ 21,762 65,339 ----------------- ------------------ Income (Loss) Before Income Taxes......................................... 78,284 (96,489) Income Tax Expense (Benefit).............................................. 35,306 (15,438) ----------------- ------------------ Net Income (Loss)......................................................... 42,978 (81,051) Preferred Stock Dividends................................................. 813 801 ----------------- ------------------ Net Income (Loss) Available to Common Shareholders........................ $ 42,165 $ (81,852) ================= ================== Earnings (Loss) Per Common Share: Basic.................................................................. $ 0.25 $ (0.79) ================= ================== Diluted................................................................ $ 0.25 $ (0.79) ================= ================== Weighted Average Number of Common Shares Outstanding: Basic.................................................................. 167,031 103,192 ================= ================== Diluted................................................................ 174,550 103,192 ================= ==================
See accompanying Notes to Consolidated Financial Statements. 1 Ocean Energy, Inc. Consolidated Balance Sheets (Amounts in Thousands, Except Share Data) (Unaudited)
March 31, December 31, 2000 1999 ------------------ ------------------ Assets Current Assets: Cash and cash equivalents............................................ $ 72,889 $ 64,889 Accounts receivable, net............................................. 167,130 170,034 Inventories.......................................................... 30,231 28,723 Prepaid expenses and other........................................... 30,295 26,304 ------------------ ------------------ Total Current Assets............................................... 300,545 289,950 Property, Plant and Equipment, at cost, full cost method for oil and gas: Evaluated oil and gas properties..................................... 3,839,477 3,706,288 Unevaluated oil and gas properties excluded from amortization........ 495,296 507,197 Other................................................................ 86,173 84,410 ------------------ ------------------ 4,420,946 4,297,895 Accumulated Depreciation, Depletion and Amortization.................... (2,264,472) (2,094,885) ------------------ ------------------ 2,156,474 2,203,010 Deferred Income Taxes................................................... 205,276 233,406 Other Assets............................................................ 54,166 56,777 ------------------ ------------------ Total Assets............................................................ $ 2,716,461 $ 2,783,143 ================== ================== Liabilities And Shareholders' Equity Current Liabilities: Accounts and notes payable........................................... $ 224,889 $ 275,629 Accrued interest payable............................................. 17,396 41,119 Accrued liabilities.................................................. 19,467 51,542 Current maturities of long-term debt................................. 11,119 13,651 ------------------ ------------------ Total Current Liabilities.......................................... 272,871 381,941 Long-Term Debt.......................................................... 1,306,765 1,333,410 Other Noncurrent Liabilities and Deferred Revenue....................... 146,357 120,097 Commitments and Contingencies........................................... Shareholders' Equity: Preferred stock, $1.00 par value; authorized 10,000,000 shares; issued 50,000 shares...................................................... 50 50 Common stock, $0.10 par value; authorized 230,000,000 shares; issued 167,492,463 and 166,979,981 shares, respectively................... 16,749 16,699 Additional paid-in capital........................................... 1,488,523 1,484,688 Accumulated deficit.................................................. (505,052) (547,216) Other................................................................ (9,802) (6,526) ------------------ ------------------ Total Shareholders' Equity......................................... 990,468 947,695 ------------------ ------------------ Total Liabilities and Shareholders' Equity.............................. $ 2,716,461 $ 2,783,143 ================== ==================
See accompanying Notes to Consolidated Financial Statements. 2 Ocean Energy, Inc. Consolidated Statements Of Cash Flows (Amounts in Thousands) (Unaudited)
Three Months Ended March 31, --------------------------------------- 2000 1999 ----------------- ------------------ Operating Activities: Net income (loss)...................................................... $ 42,978 $ (81,051) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion and amortization............................. 80,080 58,608 Impairment of oil and gas properties................................. - 28,500 Deferred income taxes................................................ 28,245 (17,361) Merger and integration costs not yet paid ........................... - 40,652 Other................................................................ (3,158) 3,309 ----------------- ------------------ 148,145 32,657 Changes in operating assets and liabilities, net of acquisitions: Decrease in accounts receivable.................................... 2,904 8,642 Decrease (increase) in inventories, prepaid expenses and other..... (6,168) 20,818 Decrease in accounts and notes payable............................. (30,055) (23,581) Increase (decrease) in accrued expenses and other.................. (25,181) 37,234 ----------------- ------------------ Net Cash Provided by Operating Activities............................ 89,645 75,770 ----------------- ------------------ Investing Activities: Capital expenditures................................................... (123,484) (51,726) Acquisition costs, net of cash acquired................................ (286) (1,841) Proceeds from sales of property, plant and equipment................... 90,226 39,564 ----------------- ------------------ Net Cash Used in Investing Activities................................ (33,544) (14,003) ----------------- ------------------ Financing Activities: Proceeds from debt..................................................... 401,289 542,461 Principal payments on debt ............................................ (449,446) (574,983) Proceeds from sales of common stock.................................... 1,738 - Deferred debt issue costs.............................................. - (6,370) Other.................................................................. (1,682) (791) ----------------- ------------------ Net Cash Used in Financing Activities................................ (48,101) (39,683) ----------------- ------------------ Increase In Cash and Cash Equivalents.................................... 8,000 22,084 Cash and Cash Equivalents at Beginning of Period......................... 64,889 10,706 ----------------- ------------------ Cash and Cash Equivalents at End of Period............................... $ 72,889 $ 32,790 ================= ==================
See accompanying Notes to Consolidated Financial Statements. 3 Ocean Energy, Inc. Consolidated Statements Of Comprehensive Income (Amounts in Thousands) (Unaudited)
Three Months Ended March 31, --------------------------------------- 2000 1999 ----------------- ------------------ Net income (loss)...................................................... $ 42,978 $ (81,051) Other comprehensive income, net of tax: Foreign currency translation adjustment............................. - 979 ----------------- ------------------ Comprehensive income (loss)............................................ $ 42,978 $ (80,072) ================= ==================
See accompanying Notes to Consolidated Financial Statements. 4 Ocean Energy, Inc. Notes to Consolidated Financial Statements (Unaudited) Note 1. Presentation of Financial Information The consolidated financial statements of Ocean Energy, Inc. ("Ocean", "OEI" or "the Company"), a Texas corporation, included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Although certain information normally included in financial statements prepared in accordance with generally accepted accounting principles has been condensed or omitted, management believes that the disclosures are adequate to make the information presented not misleading. The financial statements reflect all normal recurring adjustments that, in the opinion of management, are necessary for a fair presentation. On March 30, 1999, Ocean Energy, Inc. ("Old Ocean") merged with and into Seagull Energy Corporation ("Seagull", the "Merger"). The resulting company was renamed Ocean Energy, Inc. The merger was treated for accounting purposes as an acquisition of Seagull by Ocean in a purchase business transaction. As such, the financial results presented here are those of Ocean Energy, Inc. on a stand alone basis for the first quarter of 1999 and of the combined company for the first quarter of 2000. The accompanying consolidated financial statements of the Company should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 1999. Property, Plant and Equipment - The Company capitalizes interest expense and certain employee-related costs that are directly attributable to oil and gas operations. For the three months ended March 31, 2000 and 1999, the Company capitalized interest expense in the amount of $12 million and $7 million, respectively, and certain employee-related costs in the amount of $10 million and $5 million, respectively. During the first quarter of 1999, the Company recognized impairments in the amount of $28.5 million, pre-tax, related primarily to the sale of the Canadian subsidiary on April 15, 1999. 5 Ocean Energy, Inc. Notes to Consolidated Financial Statements (Unaudited) Earnings Per Share - The following table provides a reconciliation between basic and diluted earnings (loss) per share (stated in thousands except per share data):
Net Income (Loss) Weighted Average Earnings (Loss) Available to Common Common Shares Per Share Shareholders Outstanding Amount ------------------------ ---------------------- ------------------ >C> Quarter Ended March 31, 2000: Basic.................................... $ 42,165 167,031 $ 0.25 Effect of dilutive securities: Stock options....................... - 4,078 Convertible preferred stock......... 813 3,441 ------------------------ ---------------------- Diluted.................................. $ 42,978 174,550 $ 0.25 ======================== ====================== Quarter Ended March 31, 1999: Basic................................... $ (81,852) 103,192 $ (0.79) Effect of dilutive securities........... - - ------------------------ ---------------------- Diluted................................. $ (81,852) 103,192 $ (0.79) ======================== ======================
Options to purchase 9,401,000 shares of common stock at $10.19 to $36.54 per share were outstanding during the first quarter of 2000 but were not included in the computation of diluted earnings per share because the options' exercise prices were greater than the average market price of the common shares. These options expire at various dates through 2010. Options to purchase a weighted average of 12,737,000 shares of common stock at prices ranging from $2.11 to $36.54 per share were outstanding during the first quarter of 1999 but were not included in the computation of diluted loss per share because such options would have an antidilutive effect on the computation of diluted loss per share. These options expire at various dates through 2009. Treasury Stock - The Company follows the average cost method of accounting for treasury stock transactions. Accounting Pronouncements - In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. This statement establishes standards of accounting for and disclosures of derivative instruments and hedging activities. This statement, as amended, is effective for fiscal years beginning after June 15, 2000. While the Company has not yet completed its evaluation of the impact of this statement, the Company does not believe the statement will have a significant impact on its results of operations as it expects its current derivative activities would continue to qualify under hedge accounting. Note 2. Acquisition and Disposition of Assets Merger - On March 30, 1999, the shareholders approved the Merger. At the date of the Merger, assets and liabilities of Old Ocean were recorded based upon their historical costs, and the assets and liabilities of Seagull were recorded at their estimated fair market values. As of December 31, 1999, a total purchase price of $642 million had been allocated to assets and liabilities. 6 Ocean Energy, Inc. Notes to Consolidated Financial Statements (Unaudited) For the first quarter of 1999, Seagull on a stand-alone basis recorded revenues of $57 million from its oil and gas operations and revenues of $39 million from its Alaskan transmission and distribution subsidiary and had production of 19,456 barrels of oil per day and 277 MMcf of gas per day. Disposition of Oil and Gas Assets - On March 31, 2000, the Company completed the sale of its East Bay Complex receiving net proceeds of approximately $78 million. The properties consisted of South Pass 24, South Pass 27 and South Pass 39 Fields, located in the Mississippi Delta Region of the Gulf of Mexico. The East Bay Complex contributed revenues of $23 million and $11 million for the three months ended March 31, 2000 and 1999, respectively, and had operating profit (loss) of $10 million and $(1) million, respectively. The proceeds were used to repay amounts outstanding under the Company's existing credit facilities. During March 1999, the Company completed sales of its interests in certain non-core U.S. onshore assets located primarily in the MidContinent, Permian Basin and Rocky Mountain regions and realized proceeds of $40 million from the sales. The proceeds were used to repay amounts outstanding under the Company's existing credit facilities. Note 3. Supplemental Disclosures of Cash Flow Information
Three Months Ended March 31, -------------------------------------------------- 2000 1999 -------------------- ---------------------- (amounts in thousands) Cash paid during the period for: Interest.................................................. $ 41,491 $ 36,254 Income taxes.............................................. 15,087 1,131
The March 30, 1999 Merger was completed through the issuance of common stock. Therefore, the Merger increased property, plant and equipment by $1.3 billion, debt by $563 million, other liabilities by $200 million, and equity by $595 million through a non-cash transaction that was not reflected in the statement of cash flows. The $1.8 million of acquisition costs reflected in "investing activities" in the statement of cash flows for the three months ended March 31, 1999, represents the cash expenses paid in connection with the Merger, less the cash of Seagull on the date of the Merger. Note 4. Financial Instruments From time to time, the Company has utilized and expects to continue to utilize hedging transactions with respect to a portion of its oil and natural gas production to achieve a more predictable cash flow as well as to reduce its exposure to price fluctuations. These transactions generally are swaps or price collars and are entered into with major financial institutions or commodities trading institutions. Derivative financial instruments are intended to reduce the Company's exposure to declines in the market price of natural gas and crude oil. These derivative financial instruments will limit the Company's realized revenues if market prices exceed the contracted ceiling price and limit losses if market prices fall below the contracted floor price. As a result, gains and losses on derivative financial instruments are generally offset by similar changes in the realized price of natural gas and crude oil. Gains and losses from these financial instruments are recognized in revenues for the periods to which the derivative 7 Ocean Energy, Inc. Notes to Consolidated Financial Statements (Unaudited) financial instruments relate. Oil and gas revenues have decreased by $20 million and $5 million for the three months ended March 31, 2000 and 1999, respectively, as a result of the derivative contracts and a prepaid crude oil sales contract. As of March 31, 2000, the Company had hedged approximately 10 MMBbl of oil and 35 Bcf of natural gas for the remainder of the year. The average price of hedged production is $21.62 per Bbl for crude oil and $2.75 per Mcf for natural gas. Note 5. Supplemental Guarantor Information Ocean Energy, Inc., a Louisiana corporation and wholly-owned subsidiary of the Company ("Ocean Louisiana"), has unconditionally guaranteed the full and prompt performance of the Company's obligations under certain of the notes and related indentures, including the payment of principal, premium (if any) and interest. None of the referenced indentures place significant restrictions on a wholly-owned subsidiary's ability to make distributions to the parent. In order to provide meaningful financial data relating to the guarantor (i.e., Ocean Louisiana on an unconsolidated basis), the following condensed consolidating financial information has been provided following the policies set forth below: 1) The Company accounts for investments in subsidiaries on the cost basis. Earnings of subsidiaries are therefore not reflected in the related investment accounts. 2) Certain reclassifications were made to conform all of the financial information to the financial presentation on a consolidated basis. The principal eliminating entries eliminate investments in subsidiaries and intercompany balances. 8 Ocean Energy, Inc. Notes to Consolidated Financial Statements (Unaudited) Supplemental Condensed Consolidating Statements of Operations For the Three Months Ended March 31, 2000 and 1999 (Amounts in Thousands)
Unconsolidated -------------------------------------------------------------- Guarantor Non-Guarantor 2000 OEI Subsidiary Subsidiaries Consolidated OEI ------------------ -------------------- ------------------- ------------------ Revenues........................... $ - $ 92,422 $ 153,646 $ 246,068 Costs of Operations: Operations and maintenance...... - 19,753 37,067 56,820 Depreciation, depletion and amortization................. 1,583 22,472 56,025 80,080 General and administrative...... 9,122 - - 9,122 ------------------ -------------------- ------------------- ------------------ Operating Profit (Loss)............ (10,705) 50,197 60,554 100,046 Interest Expense................... 18,985 - 243 19,228 Merger and integration costs....... 3,273 - - 3,273 Interest Income and Other.......... 448 14 (1,201) (739) ------------------ -------------------- ------------------- ------------------ Income (Loss) Before Taxes......... (33,411) 50,183 61,512 78,284 Income Tax Provision (Benefit)..... (12,195) 18,317 29,184 35,306 ------------------ -------------------- ------------------- ------------------ Net Income (Loss).................. $ (21,216) $ 31,866 $ 32,328 $ 42,978 ================== ==================== =================== ================== 1999 Revenues........................... $ - $ 48,800 $ 56,894 $ 105,694 Costs of Operations: Operations and maintenance...... - 24,469 20,691 45,160 Depreciation, depletion and amortization.................. - 30,328 28,280 58,608 Impairment of oil and gas properties.................... - - 28,500 28,500 General and administrative...... - 4,330 246 4,576 ------------------ -------------------- ------------------- ------------------ Operating Loss..................... - (10,327) (20,823) (31,150) Interest Expense................... 14,484 12,477 (1,791) 25,170 Merger and integration costs....... - 40,652 - 40,652 Interest Income and Other.......... (1) (3,487) 3,005 (483) ------------------ -------------------- ------------------- ------------------ Loss Before Taxes.................. (14,483) (59,969) (22,037) (96,489) Income Tax Provision (Benefit)..... (27,716) 9,041 3,237 (15,438) ------------------ -------------------- ------------------- ------------------ Net Income (Loss).................. $ 13,233 $ (69,010) $ (25,274) $ (81,051) ================== ==================== =================== ================== 9
Ocean Energy, Inc. Notes to Consolidated Financial Statements (Unaudited) Supplemental Condensed Consolidating Balance Sheets At March 31, 2000 and December 31, 1999 (Amounts in Thousands)
Unconsolidated -------------------------------------------------- Guarantor Non-Guarantor Eliminating Consolidated March 31, 2000 OEI Subsidiary Subsidiaries Entries OEI -------------- --------------- --------------- --------------- --------------- Assets Current Assets................ $ 6,290 $ 68,202 $ 226,053 $ - $ 300,545 Intercompany Investments...... 2,433,929 (78,317) (33,537) (2,322,075) - Property, Plant and Equipment, Net........................ 21,935 520,493 1,614,046 - 2,156,474 Other Assets.................. 51,232 187,392 20,818 - 259,442 -------------- --------------- --------------- --------------- --------------- Total Assets.................. $ 2,513,386 $ 697,770 $ 1,827,380 $(2,322,075) $ 2,716,461 ============== =============== =============== =============== =============== Liabilities and Shareholders' Equity Current Liabilities........... $ 81,794 $ 107,396 $ 83,681 $ - $ 272,871 Long-Term Debt................ 1,297,992 - 8,773 - 1,306,765 Other Liabilities............. 116,249 11,390 18,718 - 146,357 Shareholders' Equity.......... 1,017,351 578,984 1,716,208 (2,322,075) 990,468 -------------- --------------- --------------- --------------- --------------- Total Liabilities and Shareholders' Equity....... $ 2,513,386 $ 697,770 $ 1,827,380 $(2,322,075) $ 2,716,461 ============== =============== =============== =============== =============== December 31, 1999 Assets Current Assets................ $ 3,266 $ 60,340 $ 226,344 $ - $ 289,950 Intercompany Investments...... 2,498,760 (167,761) (8,925) (2,322,074) - Property, Plant and Equipment, Net....................... 22,630 586,164 1,594,216 - 2,203,010 Other Assets.................. 72,943 187,393 29,847 - 290,183 -------------- --------------- --------------- --------------- --------------- Total Assets.................. $ 2,597,599 $ 666,136 $ 1,841,482 $(2,322,074) $ 2,783,143 ============== =============== =============== =============== =============== Liabilities and Shareholders' Equity Current Liabilities........... $ 131,041 $ 107,628 $ 143,272 $ - $ 381,941 Long-Term Debt................ 1,324,811 - 8,599 - 1,333,410 Other Liabilities............. 102,976 11,390 5,731 - 120,097 Shareholders' Equity.......... 1,038,771 547,118 1,683,880 (2,322,074) 947,695 -------------- --------------- --------------- --------------- --------------- Total Liabilities and Shareholders' Equity....... $ 2,597,599 $ 666,136 $ 1,841,482 $(2,322,074) $ 2,783,143 ============== =============== =============== =============== ===============
10 Ocean Energy, Inc. Notes to Consolidated Financial Statements (Unaudited) Supplemental Condensed Consolidating Statements of Cash Flows For the Three Months Ended March 31, 2000 and 1999 (Amounts in Thousands)
Unconsolidated ---------------------------------------------------------- Guarantor Non-Guarantor 2000 OEI Subsidiary Subsidiaries Consolidated OEI ------------------ ----------------- ----------------- ------------------ Cash Flows from Operating Activities: Net Income (Loss)............... $ (21,216) $ 31,866 $ 32,328 $ 42,978 Adjustments to reconcile net income (loss) to net cash from operating activities.......... 26,670 22,472 56,025 105,167 Changes in assets and liabilities (22,675) (8,093) (27,732) (58,500) ------------------ ----------------- ----------------- ------------------ Net Cash Provided by (Used in) Operating Activities............ (17,221) 46,245 60,621 89,645 Cash Flows Provided by (Used in) Investing Activities............ (888) 43,199 (75,855) (33,544) Cash Flows Provided by (Used in) Financing Activities............ 16,557 (89,444) 24,786 (48,101) ------------------ ----------------- ----------------- ------------------ Net Increase (Decrease) in Cash and Cash Equivalents................ (1,552) - 9,552 8,000 Cash and Cash Equivalents: Beginning of Period............. 1,552 - 63,337 64,889 ------------------ ----------------- ----------------- ------------------ End of Period................... $ - $ - $ 72,889 $ 72,889 ================== ================= ================= ================== 1999 Cash Flows from Operating Activities Net Income (Loss)............... $ 13,233 $ (69,010) $ (25,274) $ (81,051) Adjustments to reconcile net Income (Loss) to net cash from operating activities.......... (27,262) 69,613 71,357 113,708 Changes in assets and liabilities 14,793 34,908 (6,588) 43,113 ------------------ ----------------- ----------------- ------------------ Net Cash Provided by Operating Activities...................... 764 35,511 39,495 75,770 Cash Flows Used in Investing Activities...................... - (9,124) (4,879) (14,003) Cash Flows Used In Financing Activities...................... (764) (26,387) (12,532) (39,683) ------------------ ----------------- ----------------- ------------------ Net Increase in Cash and Cash Equivalents..................... - - 22,084 22,084 Cash and Cash Equivalents: Beginning of Period............. - - 10,706 10,706 ------------------ ----------------- ----------------- ------------------ End of Period................... $ - $ - $ 32,790 $ 32,790 ================== ================= ================= ==================
11 Ocean Energy, Inc. Item 2. Management's Discussion And Analysis Of Financial Condition And Results Of Operations The following discussion is intended to assist in understanding the Company's financial position, results of operations and cash flows for the quarters ended March 31, 2000 and 1999. On March 30, 1999, Ocean Energy, Inc. ("Old Ocean") merged with and into Seagull Energy Corporation ("Seagull", the "Merger"). In conjunction with the Merger, Seagull amended its Articles of Incorporation to change its name to Ocean Energy, Inc. The merger was treated for accounting purposes as an acquisition of Seagull by Ocean in a purchase business transaction. As such, the financial results presented here are those of Ocean Energy, Inc. on a stand-alone basis for the first quarter of 1999 and of the combined company for the first quarter of 2000. The Company's accompanying unaudited consolidated financial statements and the notes thereto and the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 1999 contain detailed information that should be referred to in conjunction with the following discussion. Results Of Operations (Amounts in Thousands)
Three Months Ended March 31, --------------------------------------- 2000 1999 ----------------- ----------------- Oil and gas operations: Revenues: Natural gas......................................................... $ 93,385 $ 47,024 Oil and NGL......................................................... 152,683 58,670 ----------------- ---------------- 246,068 105,694 ----------------- ---------------- Operating expenses.................................................... 56,820 45,160 Depreciation, depletion and amortization.............................. 78,498 57,171 Impairment of oil and gas properties.................................. - 28,500 ----------------- ---------------- Operating profit (loss)............................................. 110,750 (25,137) Corporate............................................................. (10,704) (6,013) ----------------- ---------------- Total operating profit (loss)...................................... $ 100,046 $ (31,150) ================= ================
With the Merger, the Company gained new operations in Egypt, Russia and Indonesia and expanded its operations in the U.S. and Cote d'Ivoire. These expanded operations, combined with the recovery of world crude oil and natural gas prices which began during the second quarter of 1999, resulted in a $140 million increase in revenues during the first quarter of 2000. For the first quarter of 1999, Seagull on a stand-alone basis recorded revenues of $57 million from its oil and gas operations and revenues of $39 million from its Alaskan transmission and distribution subsidiary and had production of 19,456 barrels of oil per day and 277 MMcf of gas per day. During the first quarter of 1999 the Company recorded impairments of oil and gas properties in the amount of $28.5 million related to the sale of the Canadian subsidiary on April 15, 1999. These factors combined to improve total operating profit by $131 million for the first quarter of 2000 compared to the first quarter of 1999. 12 Ocean Energy, Inc. Item 2. Management's Discussion And Analysis Of Financial Condition And Results Of Operations Oil and Gas Operations Revenues - Natural gas revenues almost doubled for the three months ended March 31, 2000, totaling $93 million as compared to $47 million for the three months ended March 31, 1999. This increase is primarily due to production from properties acquired in the Merger and to higher average gas prices realized during the period. The average realized price for natural gas increased 46% to $2.46 per Mcf in the first quarter of 2000 as compared to $1.68 in the first quarter of 1999. Daily natural gas production for the first quarter of 2000 was 417 MMcf, an increase of 34% over 1999 volumes due primarily to the acquisition of producing properties in the Merger, partially offset by the sale of the Canadian subsidiary in the first quarter of 1999 and by the sale of certain other non-core producing properties during 1999. Oil revenues reached $153 million for the three months ended March 31, 2000, an increase of 160% over revenues of $59 million for the three months ended March 31, 1999. This increase is the result of production from properties acquired in the Merger and an increase in the average realized oil price during the period. The average realized price for oil increased by almost $13.00 per barrel to $22.99 for the first quarter of 2000 compared to $10.04 for the first quarter of 1999. Daily oil production increased 12% to 73 MBbl for the first quarter of 2000 as compared to 65 MBbl for the first quarter of 1999. Oil and gas revenues for the quarters ended March 31, 2000 and 1999, have decreased by $20 million and $5 million, respectively, as a result of derivative contracts and a prepaid crude oil sales contract. 13 Ocean Energy, Inc. Item 2. Management's Discussion And Analysis Of Financial Condition And Results Of Operations
Operating Data Net Daily Natural Gas Production (1) Net Daily Oil and NGL Production (1) Three Months Ended March 31, Three Months Ended March 31, ----------------------------------------- ------------------------------------------ 2000 1999 2000 1999 ----------------- ----------------- ----------------- ------------------ Production: Domestic................... 374.3 251.5 32,808 39,811 Equatorial Guinea.......... - - 21,300 19,400 Cote d'Ivoire.............. 32.5 23.5 4,568 4,489 Egypt...................... .6 - 9,446 - Other International(2)..... 9.4 36.0 4,873 1,233 ----------------- ----------------- ----------------- ------------------ Total......................... 416.8 311.0 72,995 64,933 ================= ================= ================= ================== Average Prices: Domestic.................. $ 2.43 $ 1.65 $ 27.85 $ 11.03 Equatorial Guinea......... $ - $ - $ 26.35 $ 11.28 Cote d'Ivoire............. $ 2.01 $ 1.83 $ 23.74 $ 9.88 Egypt..................... $ 5.06 $ - $ 26.16 $ - Other International(2).... $ 3.35 $ 1.54 $ 18.36 $ 11.10 Weighted Average.......... $ 2.42 $ 1.65 $ 26.30 $ 11.03 Weighted Average Prices including Hedging Activities and Prepaid $ 2.46 $ 1.68 $ 22.99 $ 10.04 Crude Oil Sales Contract..
(1) Natural gas is stated in MMcf and $ per Mcf. Oil and NGL are stated in Bbl and $ per Bbl. (2) Other International includes primarily Russia and Indonesia in 2000 and Canada in 1999. Operating Expenses - Operating expenses per BOE remained relatively unchanged at $4.38 per BOE for the first quarter of 2000 compared to $4.30 per BOE for the first quarter of 1999. Total operating expenses increased $12 million, or 27%, to $57 million for the three months ended March 31, 2000 from $45 million for the comparable 1999 period. This increase is attributable to a 23% increase in production volumes from the acquisition of additional producing properties in the Merger, as well as from increased production from existing properties, partially offset by the property sales discussed earlier. Depreciation, Depletion and Amortization Expense - Total depreciation, depletion and amortization (DD&A) expense for oil and gas operations increased 37%, to $78 million for the three months ended March 31, 2000, from $57 million for the comparable 1999 period primarily due to increased production. DD&A expense per BOE related to oil and gas operations rose $0.61, or 11%, to $6.05 per BOE for the quarter ended March 31, 2000, from $5.44 per BOE for the comparable period in 1999. The higher DD&A expense per BOE for the first quarter of 2000 is primarily attributable to the effects of the Merger and property sales on the geographic mix of production. 14 Ocean Energy, Inc. Item 2. Management's Discussion And Analysis Of Financial Condition And Results Of Operations Impairment of Oil and Gas Properties - During the first quarter of 1999 the Company recorded an impairment of oil and gas properties of $28.5 million related primarily to the sale of the Canadian subsidiary. General and Administrative Expenses - General and administrative expenses increased $4 million, or 80%, to $9 million for the three months ended March 31, 2000 from $5 million in the comparable 1999 period. Approximately $3 million of this increase is due to expense relating to compensation plans that are tied directly to the market price of the Company's common stock. Other Interest Expense - Interest expense decreased 24%, or $6 million, to $19 million for the three months ended March 31, 2000 from $25 million in the comparable 1999 period. This decrease is the result of the Company's debt reduction program undertaken subsequent to the Merger in 1999 and to the increase in the amount of interest capitalized during the first quarter of 2000 ($12 million in 2000 as opposed to $7 million in 1999) due to the increase in the level of capital expenditures. Merger and Integration Costs - Merger and integration costs of $3 million relating primarily to severance costs were recorded in the first quarter of 2000. Costs of $41 million were recorded in the first quarter of 1999 and consisted primarily of Old Ocean's severance costs ($21 million), the write-off of certain costs relating to Old Ocean's information technology system ($14 million) and compensation expense related to the vesting of Old Ocean's restricted stock ($6 million). Income Tax Expense (Benefit) - Income tax expense of $35 million was recognized for the three months ended March 31, 2000, compared to a benefit of $15 million for the three months ended March 31,1999. The change is primarily the result of three factors: (i) significant improvement in operating results; (ii) changes in the nature of deferred tax assets and liabilities due to the Merger and subsequent asset sales; and (iii) the relative significance of international operating results and taxes to the Company's total results. Liquidity and Capital Resources Liquidity - With the Merger, the Company had incurred nearly $2 billion in debt as of March 31, 1999. One of management's goals for 1999 was the reduction of these high debt levels. Using proceeds from asset sales and from a prepaid crude oil sales contract, debt was reduced to $1.3 billion at the end of 1999. As of March 31, 2000, the Company's debt was $1.3 billion. Concurrent with the closing of the Merger on March 30, 1999, the Company entered into new credit facilities (the "Credit Facilities") which combined the existing credit facilities of both Old 15 Ocean Energy, Inc. Item 2. Management's Discussion And Analysis Of Financial Condition And Results Of Operations Ocean and Seagull. As of March 31, 2000, the Credit Facilities consist of a $500 million five-year revolving facility and a renewable $200 million 364-day facility. The Credit Facilities bear interest, at the Company's option, at a competitive bid or LIBOR or prime rates plus applicable margins ranging from zero to 1.7%. As of March 31, 2000, borrowings outstanding against the Credit Facilities totaled $275 million, and Letters of Credit totaled $45 million, leaving $380 million of available credit. The Company's debt to total capitalization ratio has decreased to 57% at March 31, 2000, from 58% at December 31, 1999, and 68% at March 31, 1999. Effects of Leverage - The Company has outstanding indebtedness of approximately $1.3 billion as of March 31, 2000. The Company's level of indebtedness has several important effects on its future operations, including (i) a substantial portion of the Company's cash flow from operations must be dedicated to the payment of interest on its indebtedness and will not be available for other purposes, (ii) the covenants contained in the various indentures require the Company to meet certain financial tests, and contain other restrictions that limit the Company's ability to borrow additional funds or to dispose of assets and may affect the Company's flexibility in planning for, and reacting to, changes in its business, including possible acquisition activities and (iii) the Company's ability to obtain additional financing in the future for working capital, expenditures, acquisitions, general corporate or other purposes may be impaired. Capital Expenditures (Amounts in Thousands)
Three Months Ended March 31, ------------------------------------------- 2000 1999 ------------------ ------------------ Oil and Gas Operations: Leasehold acquisitions............................................. $ 15,424 $ 3,899 Exploration costs.................................................. 48,757 8,991 Development costs.................................................. 56,973 36,019 ------------------ ------------------ 121,154 48,909 Corporate............................................................ 2,330 2,817 ------------------ ------------------ Total Capital Expenditures........................................... $ 123,484 $ 51,726 ================== ==================
The Company's capital expenditure budget for 2000 is expected to be approximately $500 million (excluding proved property acquisitions). Actual capital spending may vary from the capital expenditure budget. The Company will evaluate its level of capital spending throughout the year based upon drilling results, commodity prices, cash flows from operations and property acquisitions. The Company makes, and will continue to make, substantial capital expenditures for the acquisition, exploration, development, production and abandonment of its oil and natural gas 16 Ocean Energy, Inc. Item 2. Management's Discussion And Analysis Of Financial Condition And Results Of Operations reserves. The Company has historically funded its expenditures from cash flows from operating activities, bank borrowings, sales of equity and debt securities, sales of non-strategic oil and natural gas properties, sales of partial interests in exploration concessions and project finance borrowings. The Company intends to finance capital expenditures for the year 2000 primarily with funds provided by operations. The ability of the Company to satisfy its obligations and fund planned capital expenditures will be dependent upon its future performance. Such future performance is subject to many conditions that are beyond the Company's control, particularly oil and gas prices, and the Company's ability to obtain additional debt and equity financing, if necessary. The Company currently expects that its cash flow from operations and availability under the Credit Facilities will be adequate to execute its business plan for the year 2000. However, no assurance can be given that the Company will not experience liquidity problems from time to time or on a long-term basis. If the Company's cash flow from operations and availability under the Credit Facilities are not sufficient to satisfy its cash requirements, there can be no assurance that additional debt or equity financing will be available to meet its requirements. Accounting Pronouncements In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. This statement establishes standards of accounting for and disclosures of derivative instruments and hedging activities. This statement, as amended, is effective for fiscal years beginning after June 15, 2000. While the Company has not yet completed its evaluation of the impact of this statement, the Company does not believe the statement will have a significant impact on its results of operations as it expects that its current derivative activities would continue to qualify under hedge accounting. Environmental Compliance with applicable environmental and safety regulations by the Company has not required any significant capital expenditures or materially affected its business or earnings. The Company believes it is in substantial compliance with environmental and safety regulations and foresees no material expenditures in the future; however, the Company is unable to predict the impact that compliance with future regulations may have on capital expenditures, earnings and competitive position. Defined Terms Natural gas is stated herein in thousand cubic feet ("Mcf"), million cubic feet ("MMcf") or billion cubic feet ("Bcf"). Oil, condensate and natural gas liquids ("NGL") are stated in barrels ("Bbl"), thousand barrels ("MBbl"), or million barrels ("MMBbl"). Oil, condensate and NGL are converted to gas at a ratio of one barrel of liquids per six Mcf of gas, based on relative energy 17 Ocean Energy, Inc. Item 2. Management's Discussion And Analysis Of Financial Condition And Results Of Operations content. MMBOE, MBOE and BOE represent one million barrels, one thousand barrels and one barrel of oil equivalent, respectively, with six Mcf of gas converted to one barrel of liquid. Forward-Looking Statements May Prove Inaccurate This document includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this document, including, without limitation, statements regarding the financial position, business strategy, production and reserve growth and other plans and objectives for the future operations of the Company are forward-looking statements. Although the Company believes that such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will in fact occur. Important factors could cause actual results to differ materially from those in the forward-looking statements. Forward-looking statements are subject to risks and uncertainties and include information concerning general economic conditions and possible or assumed future results of operations of the Company, estimates of oil and gas production and reserves, drilling plans, future cash flows, anticipated capital expenditures, the Company's realization of its deferred tax assets, the level of future expenditures for environmental costs, and management's strategies, plans and objectives as set forth herein. When used in this document, the words "believes," "expects," "anticipates," "intends" or similar expressions are intended to identify such forward-looking statements. The following important factors, in addition to those discussed elsewhere in this document could affect the future results of the energy industry in general and could cause results to differ materially from those expressed in such forward-looking statements: - - Risks incident to the drilling and operation of oil and gas wells; - - Future production and development costs; - - The effect of existing and future laws and regulatory actions; - - The political and economic climate in the foreign jurisdictions in which the Company conducts oil and gas operations; - - The effect of changes in commodity prices, hedging activities and conditions in the capital markets; and - - Competition from others in the energy industry. 18 Ocean Energy, Inc. Item 3. Quantitative and Qualitative Disclosures About Market Risks To mitigate a portion of its exposure to fluctuations in commodity prices, the Company has entered into various derivative financial instruments for its oil and natural gas production for the remainder of 2000 and for 2001. See Note 4 to the Company's Consolidated Financial Statements for a discussion of hedging activities during the first quarter of 2000. To calculate the potential effect of the derivative contracts on revenues, the Company applies the average NYMEX oil and gas strip prices for the remainder of 2000 and for 2001 to the quantity of the Company's oil and gas production hedged as of March 31, 2000. Using this calculation, the estimated potential effect of the derivatives contracts is an approximate $29 million net decrease in revenues for the remainder of the year 2000 and an approximate $14 million net decrease for 2001. Assuming a 10% decrease in oil and gas prices, the potential effect of the derivatives contracts would be an approximate $1 million increase in revenues for the remainder of 2000 and an approximate $3 million decrease for 2001. Assuming a 10% increase in oil and gas prices, the potential effect of the derivatives contracts would be an approximate $60 million decrease in revenues for the remainder of 2000 and an approximate $25 million decrease for 2001. The Company also evaluated the potential effect that reasonably possible near term changes in interest rates may have on the Company's Credit Facilities. Debt outstanding under the Credit Facilities represents approximately 21% of the Company's total debt as of March 31, 2000 and is the only floating rate debt. Based upon the balances outstanding as of March 31, 2000 and assuming no changes in the amount of debt outstanding, the potential effect on annual interest expense of a 10% increase or decrease in interest rates is approximately $2 million. Part II. Other Information Item 4. Submission of Matters to a Vote of Security Holders None during the first quarter of 2000. 19 Ocean Energy, Inc. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits:
* 4.1 First Amendment to Revolving Credit Agreement, dated as of February 29, 2000, by and among the Company, Bank of America, N.A. as Syndication Agent, Bank One, Texas, N.A., as Documentation Agent, Societe Generale, Southwest Agency and Bank of Montreal, as Managing Agents, The Chase Manhattan Bank, as Auction Administrative Agent, and Chase Bank of Texas, National Association, as Administrative Agent. * 4.2 First Amendment to 364-Day Credit Agreement, dated as of February 29, 2000, by and among the Company, Credit Suisse First Boston as Administrative Agent, Credit Suisse First Boston as Auction Administrative Agent, Bank of America, N.A. as Syndication Agent, and Chase Bank of Texas, National Association, as Documentation Agent. * 27.1 Financial Data Schedule.
* Filed herewith. (b) Reports on Form 8-K: On February 23, 2000, the Company filed a Current Report on Form 8-K dated February 23, 2000 containing the Company's current estimates of its operating statistics for the year ended December 31, 2000. The item reported in such Current Report was Item 5 (Other Events). 20 Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Ocean Energy, Inc. By: /s/ William L. Transier William L. Transier Executive Vice President and Chief Financial Officer (Principal Financial Officer) Date: May 12, 2000 By: /s/ Gordon L. McConnell Gordon L. McConnell Vice President and Controller (Principal Accounting Officer) Date: May 12, 2000 21 OCEAN ENERGY, INC. INDEX TO EXHIBITS
* 4.1 First Amendment to Revolving Credit Agreement, dated as of February 29, 2000, by and among the Company, Bank of America, N.A. as Syndication Agent, Bank One, Texas, N.A., as Documentation Agent, Societe Generale, Southwest Agency and Bank of Montreal, as Managing Agents, The Chase Manhattan Bank, as Auction Administrative Agent, and Chase Bank of Texas, National Association, as Administrative Agent. * 4.2 First Amendment to 364-Day Credit Agreement, dated as of February 29, 2000, by and among the Company, Credit Suisse First Boston as Administrative Agent, Credit Suisse First Boston as Auction Administrative Agent, Bank of America, N.A. as Syndication Agent, and Chase Bank of Texas, National Association, as Documentation Agent. * 27.1 Financial Data Schedule.
* Filed herewith. 22 EX-4.1 2 FIRST AMENDMENT OF THE REVOLVING CREDIT AGREEMENT FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT, dated as of February 29, 2000 (the "Amendment"), is by and among OCEAN ENERGY, INC. (the "Company"), a corporation duly organized and validly existing under the laws of the State of Texas, each of the banks which is or which may from time to time become a signatory hereto (individually, a "Bank" and, collectively, the "Banks"), BANK OF AMERICA, N.A., successor to Bank of America National Trust and Savings Association, as Syndication Agent, BANK ONE, TEXAS, N.A., as Documentation Agent, SOCIETE GENERALE, SOUTHWEST AGENCY and BANK OF MONTREAL, as Managing Agents, THE CHASE MANHATTAN BANK, as Auction Administrative Agent, and CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, as Administrative Agent, W I T N E S S E T H WHEREAS the Company, the Banks and the Agents are parties to a certain Revolving Credit Agreement, dated as of March 30, 1999 (the "Credit Agreement"); and WHEREAS the Company and the Banks desire to amend certain provisions of the Credit Agreement; NOW, THEREFORE, the parties hereto hereby agree as follows: 1. DEFINITIONS. Unless otherwise defined herein or the context otherwise requires, or except as the definition may be amended by this Amendment, terms used in this Amendment, including its preamble and recitals, shall have the meanings provided in the Credit Agreement, as hereby amended. 2. AMENDMENTS TO CREDIT AGREEMENT. (a) The definition of "Indebtedness" appearing in Section 1.1 of the Credit Agreement is amended hereby by replacing the phrase "as to any Person" with "as to any Person, without duplication". (b) The last paragraph of the definition of "Interest Period" appearing in Section 1.1 of the Credit Agreement is amended hereby in its entirety to the following: 8 " Notwithstanding the foregoing: (i) each Interest Period which would otherwise end on a day which is not a Business Day shall end on the next succeeding Business Day (or, in the case of an Interest Period for Eurodollar Loans, if such next succeeding Business Day falls in the next succeeding calendar month, on the next preceding Business Day); (ii) no Interest Period applicable to any Eurodollar Loan or any Competitive Loan shall extend beyond the end of the scheduled Revolving Credit Availability Period, and (iii) no Interest Period for any Eurodollar Loans shall have a duration of less than one month and, if the Interest Period therefor would otherwise be a shorter period, such Loans shall not be available hereunder." (c) The definition of "Organizational Documents" appearing in Section 1.1 of the Credit Agreement is amended hereby by deleting the phrase "as of the date of the Loan Document referring to such Organizational Document". (d) Section 1.1 of the Credit Agreement is amended hereby by inserting the following definition of "Register" in appropriate alphabetical order: " "Register" shall have the meaning set forth in Section 13.5(d)." (e) The definition of "Subordinated Indebtedness" appearing in Section 1.1 of the Credit Agreement is amended hereby in its entirety to the following: " "Subordinated Indebtedness" shall mean all unsecured Indebtedness of the Company which is subordinated in right of payment to the payment in full of all Obligations." (f) The definition of "Tangible Net Worth" appearing in Section 1.1 of the Credit Agreement is amended hereby by replacing the phrase "less any Redemption Obligations" with "and any Redemption Obligations". (g) The definitions of "APC", "ENSTAR Alaska", and "Senior Leverage Ratio" appearing in Section 1.1 of the Credit Agreement are deleted in their entirety. (h) Subsection 3.2(a) of the Credit Agreement is amended hereby by deleting the second sentence thereto in its entirety. (i) The first sentence of Section 5.3 of the Credit Agreement is amended hereby by replacing the phrase "for which payable" with "for which such interest is payable". (j) Section 6.2 of the Credit Agreement is amended hereby by replacing the phrase "to make Eurodollar Loans" with "to make Eurodollar Loans with the applicable Interest Period". (k) Section 6.3 of the Credit Agreement is amended hereby by replacing the phrase "(in which case the provisions of Section 6.4 hereof shall be applicable)" with "(in which case the provisions of Sections 6.4 and 6.8 hereof shall be applicable)". (l) Subsection 6.8(c) of the Credit Agreement is amended hereby by deleting the phrase "if Administrative Agent and each of the other Banks shall consent,". (m) Section 8.1 of the Credit Agreement is amended hereby in its entirety to the following: "8.1 Corporate Existence. The Company, the Guarantor and each Subsidiary of the Company are duly organized, legally existing and in good standing under the laws of the respective jurisdictions in which they are formed, and are duly qualified in all jurisdictions wherein the property owned or the business transacted by them makes such qualification necessary and the failure to so qualify could reasonably be expected to result in a Material Adverse Effect." (n) Section 8.6(a) of the Credit Agreement is amended hereby by replacing each use of the phrase "present fairly" with "present fairly, in all material respects". (o) Section 8.18 of the Credit Agreement is amended hereby by deleting the last four sentences thereof in their entirety. (p) Section 8.22 of the Credit Agreement is amended hereby by replacing the phrase "will be completed by September 30, 1999" with "has been completed in all material respects". (q) Subsection 9.1(a) of the Credit Agreement is amended hereby by replacing the phrase "fairly present" with "fairly present, in all material respects". (r) Subsection 9.2(a)(ii) of the Credit Agreement is amended hereby in its entirety to the following: " (ii) [Intentionally omitted]." (s) Section 9.7 of the Credit Agreement is amended hereby by replacing the phrase "or charges levied by any governmental or revenue authority in respect of any of the Loan Documents or any other document referred to therein, all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any lien" with "or charges levied by any Governmental Authority in respect of any of the Loan Documents or any other document referred to therein, all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any Lien". (t) Subsection 9.10(vi) of the Credit Agreement is amended hereby in its entirety to the following: "(vi) any material change in the accuracy of the representations and warranties of the Company or any Subsidiary contained in this Agreement or any other Loan Document; or". (u) Subsection 9.10(viii) of the Credit Agreement is amended hereby in its entirety to the following: "(viii) any tariff and rate cases and other material reports filed by the Company or any of its Subsidiaries with any Governmental Authority and any notice to the Company or any of its Subsidiaries from any Governmental Authority concerning noncompliance with any applicable material Legal Requirement; or ". (v) Subsection 10.1(i)(d)(ii) of the Credit Agreement is amended hereby by deleting the phrase "not exceeding, in the aggregate at any time outstanding, $50,000,000". (w) Subsection 10.1(i)(h) of the Credit Agreement is amended hereby in its entirety to the following: "(h) obligations of any Restricted Subsidiary under oil or gas purchase contracts for oil or gas not taken, as to which such Restricted Subsidiary is liable to pay if not made up;". (x) Subsection 10.2(a) of the Credit Agreement is amended hereby in its entirety to the following: "(a) Liens securing (i) the Loans or other obligations under the Loan Documents, and (ii) the obligations under any debt facility permitted pursuant to Section 10.1(iii) of this Agreement which by its terms requires that such debt facility be secured on a ratable basis with other Senior Debt upon the incurrence of Liens generally, provided that such Liens (A) are for the equal and ratable benefit of the Agents and the Banks under each of this Agreement and such debt facilities and (B) cover the same collateral,". (y) Subsection 10.2(g) of the Credit Agreement is amended hereby by replacing "$25,000,000" with "$50,000,000". (z) Subsection 10.2(k) of the Credit Agreement is amended hereby in its entirety to the following: "(k) [Intentionally omitted];". (aa) Section 10.2(n) of the Credit Agreement is amended hereby in its entirety to the following: "(n) any Lien existing on any real or personal property of any Person at the time it becomes a Restricted Subsidiary, or existing prior to the time of acquisition upon any real or personal property acquired by the Company or any of its Restricted Subsidiaries." (bb) Sections 10.7 and 10.8 of the Credit Agreement are amended hereby in their entirety to the following: "10.7 Total Leverage Ratio. The Company will not permit its Total Leverage Ratio to be at any time more than 3.75 to 1.00. 10.8 [Intentionally omitted]." (cc) Sections 12.1 and 12.6 of the Credit Agreement are amended hereby by replacing each reference to "affiliates" with "Affiliates". (dd) The first sentence of Section 12.6 of the Credit Agreement is amended hereby by replacing each reference to the phrase "the Company" with "the Company and its Subsidiaries". (ee) The fourth sentence of Subsection 13.5(a) of the Credit Agreement is amended hereby by replacing the phrase "any provision of this Agreement" with "any provision of this Agreement or any other Loan Document". (ff) Subsection 13.5(b)(ii)(B) of the Credit Agreement is amended hereby by replacing the word "consent" with "consents". (gg) Subsection 13.5(c)(ii) of the Credit Agreement is amended hereby by replacing each reference to the phrase "the Company" with "the Company and its Subsidiaries". (hh) Subsection 13.5(c)(iii) of the Credit Agreement is amended hereby by replacing the phrase "Section 8.6" with "Sections 8.6 and 9.1". (ii) The second sentence of Subsection 13.5(d) of the Credit Agreement is amended hereby by replacing the word "person" with "Person". (jj) The fourth sentence of Section 13.6 of the Credit Agreement is amended hereby by replacing the phrase "any right or privilege to" with "any right or privilege to contract for, charge". (kk) The last sentence of Section 13.6 of the Credit Agreement is amended hereby by inserting "or to any Loan, nor shall this Agreement or any Loan be governed by or be subject to the provisions of such Chapter 346 in any manner whatsoever" prior to the period at the end thereof. (ll) Section 13.7 of the Credit Agreement is amended hereby by replacing the phrase "Section 13.6" with "Sections 13.6 and 13.14". (mm) Subsection 13.14(a) of the Credit Agreement is amended hereby by replacing the phrase "written information about the Company" with "written information about the Company or any of its Subsidiaries". (nn) Subsection 13.14(b)(vi)(1) of the Credit Agreement is amended hereby by replacing the phrase "the enforcement of the Obligations to" with "the enforcement of the Obligations by". (oo) Exhibit D of the Credit Agreement is hereby replaced in its entirety by Exhibit D to this Amendment. 3. REPRESENTATIONS AND WARRANTIES. In order to induce the Banks and the Agents to enter into this Amendment, the Company hereby reaffirms, as of the date hereof, its representations and warranties contained in Section 8 of the Credit Agreement (except to the extent any such representation and warranty relates solely to an earlier date) and additionally represents and warrants as follows: 3.1 Organization. The Company, the Guarantor and each Subsidiary of the Company are duly organized, legally existing and in good standing under the laws of the respective jurisdictions in which they are organized, and are duly qualified in all jurisdictions wherein the property owned or the business transacted by them makes such qualification necessary and the failure to so qualify could reasonably be expected to result in a Material Adverse Effect. 3.2 Corporate Power and Authorization. The Company is duly authorized and empowered to execute, deliver, and perform this Amendment; and all corporate action on the Company's part for the due execution, delivery, and performance of this Amendment has been duly and effectively taken. 3.3 No Legal Bar or Resultant Lien. The Company's creation, issuance, execution, delivery and performance of this Amendment do not and will not violate any provisions of the Organizational Documents of the Company or any Legal Requirement to which the Company, the Guarantor or any Subsidiary of the Company is subject or by which its property may be presently bound or encumbered, or result in the creation or imposition of any Lien upon any properties of the Company, the Guarantor or any Subsidiary of the Company, other than those permitted by this Agreement. 3.4 Binding Obligations. This Amendment and the Credit Agreement and the other Loan Documents constitute legal, valid and binding obligations of the Company and its Subsidiaries and the Guarantor, to the extent each is a party thereto, enforceable against the Company and its Subsidiaries and the Guarantor, to the extent each is a party thereto, in accordance with their respective terms, except as may be limited by any bankruptcy, insolvency, moratorium or other similar laws or judicial decisions affecting creditors' rights generally and general principles of equity whether considered at law or in equity. 4. EFFECT OF AMENDMENT. This Amendment shall be deemed to be an amendment to the Credit Agreement, and the Credit Agreement, as amended hereby, is hereby ratified, approved and confirmed in each and every respect. All references to the Credit Agreement in any other document, instrument, agreement or writing shall hereafter be deemed to refer to the Credit Agreement as amended hereby. 5. GOVERNING LAW, SEVERABILITY, ETC. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE APPLICABLE LAWS (OTHER THAN THE CONFLICT OF LAWS RULES) OF THE STATE OF TEXAS AND THE UNITED STATES OF AMERICA FROM TIME TO TIME IN EFFECT. Whenever possible, each provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Amendment shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Amendment. THIS WRITTEN AMENDMENT AND THE CREDIT AGREEMENT AS AMENDED BY THIS AMENDMENT REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 6. MISCELLANEOUS. 6.1 Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. 6.2 Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 6.3 Effectiveness. This Amendment shall become effective when (i) counterparts hereof executed on behalf of the Company and the Majority Banks (or notice thereof satisfactory to the Agent) shall have been received by the Agent, and (ii) notice thereof shall have been given by the Agent to the Company and each Bank. S - 22 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the day and year first written above. OCEAN ENERGY, INC., a Texas corporation By: Name: Stephen A. Thorington Title: Senior Vice President, Finance, Treasury and Corporate Development CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, as a Bank and as Administrative Agent By: Name: Title: THE CHASE MANHATTAN BANK, as Auction Administrative Agent By: Name: Title: BANK OF AMERICA, N.A., successor to Bank of America National Trust and Savings Association, as a Bank and as Syndication Agent By: Name: Title: BANK ONE, TEXAS, N.A., as a Bank and as Documentation Agent By: Name: Title: SOCIETE GENERALE, SOUTHWEST AGENCY, as a Bank and as a Managing Agent By: Name: Title: BANK OF MONTREAL, as a Bank and as a Managing Agent By: Name: Title: BANKBOSTON, N.A., as a Bank and as Co-Agent By: Name: Title: ABN AMRO BANK N.V., HOUSTON AGENCY, as a Bank and as Co-Agent By: Name: Title: By: Name: Title: CREDIT SUISSE FIRST BOSTON, as a Bank and as Co-Agent By: Name: Title: By: Name: Title: WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION, as a Bank By: Name: Title: CREDIT LYONNAIS, NEW YORK BRANCH, as a Bank By: Name: Title: THE BANK OF NOVA SCOTIA, as a Bank and as Co-Agent By: Name: Title: SOUTHWEST BANK OF TEXAS, N.A., as a Bank By: Name: Title: THE BANK OF TOKYO-MITSUBISHI, LTD., as a Bank By: Name: Title: THE BANK OF NEW YORK, as a Bank and as Co-Agent By: Name: Title: MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as a Bank and as Co-Agent By: Name: Title: THE FUJI BANK LIMITED, NEW YORK BRANCH, as a Bank By: Name: Title: THE SANWA BANK, LIMITED, as a Bank By: Name: Title: BANKERS TRUST COMPANY, as a Bank By: Name: Title: U.S. BANK, NATIONAL ASSOCIATION, as a Bank By: Name: Title: UNION BANK OF CALIFORNIA, N.A., as a Bank By: Name: Title: Exhibit D - Page 3 Exhibit D Form of Compliance Certificate The undersigned, the ___________________ of OCEAN ENERGY, INC., a Texas corporation (the "Company"), hereby certifies that he is authorized to execute this certificate on behalf of the Company, pursuant to the Revolving Credit Agreement (the "Credit Agreement") dated as of March 30, 1999, by and among the Company, BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Syndication Agent for the Banks, BANK ONE, TEXAS, N.A., as Documentation Agent for the Banks, SOCIETE GENERALE, SOUTHWEST AGENCY and BANK OF MONTREAL, as Managing Agents for the Banks, THE CHASE MANHATTAN BANK, as Auction Administrative Agent for the Banks, and CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, as Administrative Agent for the Banks ("Administrative Agent"), and the Banks therein named, as amended; and that a review of the Company and its Subsidiaries has been made under his supervision with a view to determining whether the Company and its Subsidiaries have fulfilled all of their respective obligations under the Credit Agreement and the other Loan Documents (as defined in the Credit Agreement); and on behalf of the Company further certifies, represents and warrants that to his knowledge, after due inquiry (each capitalized term used herein having the same meaning given to it in the Credit Agreement unless otherwise specified): As of , ______: (a) The Company and its Subsidiaries have fulfilled their respective obligations under the Credit Agreement and the other Loan Documents as each applies after giving effect to any amendments, consents and/or waivers that may be in effect from time to time. (b) Except for the facts heretofore disclosed to the Administrative Agent under the Credit Agreement in writing, which facts (I) are not materially more adverse to the Company and its Subsidiaries or any other Obligor, (II) do not materially decrease the ability of any Agent or any of the Banks to collect the Obligations as and when due and payable and (III) do not materially increase the liability of the Agents or any of the Banks, in each case compared to those facts existing on the date hereof and the material details of which have been set forth in the Financial Statements delivered to the Administrative Agent under the Credit Agreement prior to the date hereof or in the Disclosure Statements provided for in the Credit Agreement, and except for the representations set forth in the Loan Documents which, by their terms, are expressly (or by means of similar phrasing) made as of the date of the Credit Agreement, only, the representations and warranties made in each Loan Document are true and correct in all material respects on and as of the time of delivery hereof, with the same force and effect as if made on and as of the time of delivery hereof. (c) The Financial Statements delivered to the Administrative Agent under the Credit Agreement concurrently with this Compliance Certificate have been prepared in accordance with GAAP consistently followed throughout the period indicated and fairly present, in all material respects, the consolidated financial condition and results of operations of the applicable Persons as at the end of, and for, the period indicated (subject, in the case of quarterly Financial Statements, to normal changes resulting from year-end adjustments). (d) No Default has occurred and is continuing. In this regard the compliance with the provisions of Sections 10.7 and 10.9 of the Credit Agreement is as follows: (i) Section 10.7 of the Credit Agreement - Total Leverage Ratio Total Debt (1) $__________ EBITDAX (2) $__________ Total Leverage Ratio (1)/(2) ________ Note: Must be no greater than 3.75 to 1.00. (iii) Section 10.9 of the Credit Agreement - Minimum Consolidated Net Worth Preferred stock (if any), par value of common stock, capital in excess of par value of common stock and retained earnings of Company and its Restricted Subsidiaries (1) $__________ Less treasury stock (if any), goodwill, cost in excess of fair value of net assets acquired and all other assets that are properly classified as intangible assets of Company and its Restricted Subsidiaries (2) $__________ Plus any expenses associated with the Merger occurring prior to December 31, 1999 and not in excess of $30,000,000 in the aggregate, and the amount of noncash write downs of long-lived assets in compliance with GAAP or SEC guidelines (3) $__________ Plus or minus, as appropriate, any extraordinary or non-recurring net gains or losses together with any related provision for taxes on such gain or loss, realized in connection with any extraordinary or nonrecurring gains or losses (4) $__________ Plus or minus, as appropriate, foreign currency translation adjustments applicable to Company and its Restricted Subsidiaries (5) $__________ Consolidated Net Worth [(1) - (2) + (3) +/- (4) +/- (5)] $__________ Consolidated Net Worth Requirement Initial Amount (i) $770,000,000 Plus 50% of the sum of Company's and its Restricted Subsidiaries consolidated net income for each fiscal quarter beginning with the calendar quarter ending March 31, 1999 (ii) $__________ Plus 50% of the net cash proceeds received by the Company and its Restricted Subsidiaries from the issuance of any common stock, preferred stock or other equity for each fiscal quarter beginning with the calendar quarter ending March 31, 1999. (iii) $__________ Total CNW Requirement [(i) + (ii) + (iii)] $__________ Note: Consolidated Net Worth must be equal to or greater than the Total CNW Requirement (f) There has occurred no Material Adverse Effect since the date of the most recent Financial Statements delivered to the Banks. (g) The following Letters of Credit are issued and currently outstanding: Issuer: Beneficiary: L/C No.: Amount: Date of Issue: Expiration: DATED as of ____________________, ____. OCEAN ENERGY, INC. By: Name: Title: EX-4.2 3 364 DAY CREDIT AGREEMENT FIRST AMENDMENT TO 364-DAY CREDIT AGREEMENT THIS FIRST AMENDMENT TO 364-DAY CREDIT AGREEMENT, dated as of February 29, 2000 (the "Amendment"), is by and among OCEAN ENERGY, INC. (the "Company"), a corporation duly organized and validly existing under the laws of the State of Texas, each of the banks which is or which may from time to time become a signatory hereto (individually, a "Bank" and, collectively, the "Banks"), CREDIT SUISSE FIRST BOSTON, as Administrative Agent, CREDIT SUISSE FIRST BOSTON, as Auction Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent, and CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, as Documentation Agent, W I T N E S S E T H WHEREAS the Company, the Banks and the Agents are parties to a certain 364-Day Credit Agreement, dated as of November 9, 1999 (the "Credit Agreement"); and WHEREAS the Company and the Banks desire to amend certain provisions of the Credit Agreement; NOW, THEREFORE, the parties hereto hereby agree as follows: 1. DEFINITIONS. Unless otherwise defined herein or the context otherwise requires, or except as the definition may be amended by this Amendment, terms used in this Amendment, including its preamble and recitals, shall have the meanings provided in the Credit Agreement, as hereby amended. 2. AMENDMENTS TO CREDIT AGREEMENT. (a) The definition of "Senior Leverage Ratio" appearing in Section 1.1 of the Credit Agreement is deleted in its entirety. (b) Section 6.2 of the Credit Agreement is amended hereby by replacing the phrase "to make Eurodollar Loans" with "to make Eurodollar Loans with the applicable Interest Period". (c) Subsection 6.8(c) of the Credit Agreement is amended hereby by deleting the phrase "if Administrative Agent and each of the other Banks shall consent,". (d) Subsection 9.2(a)(ii) of the Credit Agreement is amended hereby in its entirety to the following: " (ii) [Intentionally omitted]." e) Subsection 9.10(vi) of the Credit Agreement is amended hereby in its entirety to the following: " (vi) any material change in the accuracy of the representations and warranties of the Company or any Subsidiary contained in this Agreement or any other Loan Document; or". (f) Subsection 9.10(viii) of the Credit Agreement is amended hereby in its entirety to the following: " (viii) any tariff and rate cases and other material reports filed by the Company or any of its Subsidiaries with any Governmental Authority and any notice to the Company or any of its Subsidiaries from any Governmental Authority concerning noncompliance with any applicable material Legal Requirement; or ". (g) Subsection 10.1(i)(d)(ii) of the Credit Agreement is amended hereby by deleting the phrase "not exceeding, in the aggregate at any time outstanding, $50,000,000". (h) Subsection 10.2(g) of the Credit Agreement is amended hereby by replacing "$25,000,000" with "$50,000,000". (i) Sections 10.7 and 10.8 of the Credit Agreement are amended hereby in their entirety to the following: " 10.7 Total Leverage Ratio. The Company will not permit its Total Leverage Ratio to be at any time more than 3.75 to 1.00. 10.8 [Intentionally omitted]." (j) Exhibit D of the Credit Agreement is hereby replaced in its entirety by Exhibit D to this Amendment. 3. REPRESENTATIONS AND WARRANTIES. In order to induce the Banks and the Agents to enter into this Amendment, the Company hereby reaffirms, as of the date hereof, its representations and warranties contained in Section 8 of the Credit Agreement (except to the extent any such representation and warranty relates solely to an earlier date) and additionally represents and warrants as follows: 3.1 Organization. The Company, the Guarantor and each Subsidiary of the Company are duly organized, legally existing and in good standing under the laws of the respective jurisdictions in which they are organized, and are duly qualified in all jurisdictions wherein the property owned or the business transacted by them makes such qualification necessary and the failure to so qualify could reasonably be expected to result in a Material Adverse Effect. 3.2 Corporate Power and Authorization. The Company is duly authorized and empowered to execute, deliver, and perform this Amendment; and all corporate action on the Company's part for the due execution, delivery, and performance of this Amendment has been duly and effectively taken. 3.3 No Legal Bar or Resultant Lien. The Company's creation, issuance, execution, delivery and performance of this Amendment do not and will not violate any provisions of the Organizational Documents of the Company or any Legal Requirement to which the Company, the Guarantor or any Subsidiary of the Company is subject or by which its property may be presently bound or encumbered, or result in the creation or imposition of any Lien upon any properties of the Company, the Guarantor or any Subsidiary of the Company, other than those permitted by this Agreement. 3.4 Binding Obligations. This Amendment and the Credit Agreement and the other Loan Documents constitute legal, valid and binding obligations of the Company and its Subsidiaries and the Guarantor, to the extent each is a party thereto, enforceable against the Company and its Subsidiaries and the Guarantor, to the extent each is a party thereto, in accordance with their respective terms, except as may be limited by any bankruptcy, insolvency, moratorium or other similar laws or judicial decisions affecting creditors' rights generally and general principles of equity whether considered at law or in equity. 4. EFFECT OF AMENDMENT. This Amendment shall be deemed to be an amendment to the Credit Agreement, and the Credit Agreement, as amended hereby, is hereby ratified, approved and confirmed in each and every respect. All references to the Credit Agreement in any other document, instrument, agreement or writing shall hereafter be deemed to refer to the Credit Agreement as amended hereby. 5. GOVERNING LAW, SEVERABILITY, ETC. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE APPLICABLE LAWS (OTHER THAN THE CONFLICT OF LAWS RULES) OF THE STATE OF TEXAS AND THE UNITED STATES OF AMERICA FROM TIME TO TIME IN EFFECT. Whenever possible, each provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Amendment shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Amendment. THIS WRITTEN AMENDMENT AND THE CREDIT AGREEMENT AS AMENDED BY THIS AMENDMENT REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 6. MISCELLANEOUS. 6.1 Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. 6.2 Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 6.3 Effectiveness. This Amendment shall become effective when (i) counterparts hereof executed on behalf of the Company and the Majority Banks (or notice thereof satisfactory to the Agent) shall have been received by the Agent, and (ii) notice thereof shall have been given by the Agent to the Company and each Bank. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the day and year first written above. OCEAN ENERGY, INC., a Texas corporation By: Name: Stephen A. Thorington Title: Senior Vice President, Finance, Treasury and Corporate Development CREDIT SUISSE FIRST BOSTON, as a Bank and as Administrative Agent and Auction Administrative Agent By: Name: Title: By: Name: Title: BANK OF AMERICA, N.A., as a Bank and as Syndication Agent By: Name: Title: CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, as a Bank and as Documentation Agent By: Name: Title: THE BANK OF NEW YORK, as a Bank By: Name: Title: THE SANWA BANK, LIMITED, as a Bank By: Name: Title: SOUTHWEST BANK OF TEXAS, N.A., as a Bank By: Name: Title: Exhibit D - Page 2 Exhibit D Form of Compliance Certificate The undersigned, the ___________________ of OCEAN ENERGY, INC., a Texas corporation (the "Company"), hereby certifies that he is authorized to execute this certificate on behalf of the Company, pursuant to the 364-Day Credit Agreement (the "Credit Agreement"), dated as of November 9, 1999, by and among the Company, CREDIT SUISSE FIRST BOSTON, as Administrative Agent for the Banks ("Administrative Agent"), CREDIT SUISSE FIRST BOSTON, as Auction Administrative Agent for the Banks, BANK OF AMERICA, N.A., as Syndication Agent for the Banks, and CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, as Documentation Agent for the Banks, and the Banks therein named, as amended; and that a review of the Company and its Subsidiaries has been made under his supervision with a view to determining whether the Company and its Subsidiaries have fulfilled all of their respective obligations under the Credit Agreement and the other Loan Documents; and on behalf of the Company further certifies, represents and warrants that to his knowledge, after due inquiry (each capitalized term used herein having the same meaning given to it in the Credit Agreement unless otherwise specified): As of , ______: (a) The Company and its Subsidiaries have fulfilled their respective obligations under the Credit Agreement and the other Loan Documents as each applies after giving effect to any amendments, consents and/or waivers that may be in effect from time to time. (b) Except for the facts heretofore disclosed to the Administrative Agent under the Credit Agreement in writing, which facts (I) are not materially more adverse to the Company and its Subsidiaries or any other Obligor, (II) do not materially decrease the ability of any Agent or any of the Banks to collect the Obligations as and when due and payable and (III) do not materially increase the liability of the Agents or any of the Banks, in each case compared to those facts existing on the date hereof and the material details of which have been set forth in the Financial Statements delivered to the Administrative Agent under the Credit Agreement prior to the date hereof or in the Disclosure Statements provided for in the Credit Agreement, and except for the representations set forth in the Loan Documents which, by their terms, are expressly (or by means of similar phrasing) made as of the date of the Credit Agreement, only, the representations and warranties made in each Loan Document are true and correct in all material respects on and as of the time of delivery hereof, with the same force and effect as if made on and as of the time of delivery hereof. (c) The Financial Statements delivered to the Administrative Agent under the Credit Agreement concurrently with this Compliance Certificate have been prepared in accordance with GAAP consistently followed throughout the period indicated and fairly present, in all material respects, the consolidated financial condition and results of operations of the applicable Persons as at the end of, and for, the period indicated (subject, in the case of quarterly Financial Statements, to normal changes resulting from year-end adjustments). (d) No Default has occurred and is continuing. In this regard the compliance with the provisions of Sections 10.7 and 10.9 of the Credit Agreement is as follows: (i) Section 10.7 of the Credit Agreement - Total Leverage Ratio Total Debt (1) $__________ EBITDAX (2) $__________ Total Leverage Ratio (1)/(2) ________ Note: Must be no greater than 3.75 to 1.00. (iii) Section 10.9 of the Credit Agreement - Minimum Consolidated Net Worth Preferred stock (if any), par value of common stock, capital in excess of par value of common stock and retained earnings of Company and its Restricted Subsidiaries (1) $__________ Less treasury stock (if any), goodwill, cost in excess of fair value of net assets acquired and all other assets that are properly classified as intangible assets of Company and its Restricted Subsidiaries (2) $__________ Plus any expenses associated with the Merger occurring prior to December 31, 1999 and not in excess of $30,000,000 in the aggregate, and the amount of noncash write downs of long-lived assets in compliance with GAAP or SEC guidelines (3) $__________ Plus or minus, as appropriate, any extraordinary or non-recurring net gains or losses together with any related provision for taxes on such gain or loss, realized in connection with any extraordinary or nonrecurring gains or losses (4) $__________ Plus or minus, as appropriate, foreign currency translation adjustments applicable to Company and its Restricted Subsidiaries (5) $__________ Consolidated Net Worth [(1) - (2) + (3) +/- (4) +/- (5)] $__________ Consolidated Net Worth Requirement Initial Amount (i) $770,000,000 Plus 50% of the sum of Company's and its Restricted Subsidiaries consolidated net income for each fiscal quarter beginning with the calendar quarter ending March 31, 1999 (ii) $__________ Plus 50% of the net cash proceeds received by the Company and its Restricted Subsidiaries from the issuance of any common stock, preferred stock or other equity for each fiscal quarter beginning with the calendar quarter ending March 31, 1999. (iii) $__________ Total CNW Requirement [(i) + (ii) + (iii)] $__________ Note: Consolidated Net Worth must be equal to or greater than the Total CNW Requirement (f) There has occurred no Material Adverse Effect since the date of the most recent Financial Statements delivered to the Banks. (g) The following Letters of Credit are issued and currently outstanding: Issuer: Beneficiary: L/C No.: Amount: Date of Issue: Expiration: DATED as of ____________________, ____. OCEAN ENERGY, INC. By: Name: Title: EX-27 4 FINANCIAL DATA SCHEDULE
5 1,000 3-MOS Dec-31-2000 Mar-31-2000 72,889 0 167,130 0 30,231 300,545 4,420,946 2,264,472 2,716,461 272,871 1,306,765 0 50 16,749 973,669 2,716,461 246,068 246,068 0 136,900 2,534 0 19,228 78,284 35,306 42,978 0 0 0 42,978 0.25 0.25
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