Ocean Energy - ISDA draft comments

Cheryl and Sara -

With respect to Ocean Energy's comments on the Material Adverse Change
definitions:

1. I am OK with their addition of Moody's ratings (to my specified Standard
& Poor's ratings). Please note that the Moody's rating for Party A should be
"Baa3" and the Moody's rating for Party B should be "Ba1".

2. Ocean has deleted the additional financial covenants that I wrote into
the draft. I will compromise with them and delete the Funded Debt/Net Worth
requirement, but I want to keep the EBITDA Coverage Ratio requirement.

That appears to be all of the credit-related comments from Ocean. Please let
me know if you have any questions.

Thanks,

Jay