EXHIBIT 4.6
FIRST SUPPLEMENTAL INDENTURE (this "First Supplemental Indenture")
dated as of December 23, 1997, among R&B Falcon Corporation, a Delaware
corporation ("Parent"), Reading & Xxxxx Corporation, a Delaware corporation
(the "Company"), and IBJ Xxxxxxxx Bank & Trust Company, a New York banking
corporation, as trustee (the "Trustee"), under the Indenture (the
"Indenture") dated as of August 29, 1989, between the Company and the
Trustee.
WHEREAS pursuant to an Agreement and Plan of Merger dated as of
July 10, 1997 (the "Merger Agreement"), among Parent, FDC Acquisition
Corp., a Delaware corporation and a wholly owned subsidiary of Parent
("SubF"), Reading & Xxxxx Acquisition Corp., a Delaware corporation and a
wholly owned subsidiary of Parent ("SubR"), Falcon Drilling Company, Inc.
("FDC") and the Company, SubF merged with and into FDC (the "FDC Merger"),
SubR merged with and into the Company (the "R&B Merger", and, together with
the FDC Merger, the "Mergers") with FDC and the Company continuing as the
surviving corporations in the Mergers, and thereupon becoming wholly owned
subsidiaries of Parent; and
WHEREAS pursuant to the Merger Agreement, each outstanding share
of common stock, par value $0.05 per share, of the Company ("R&B Common
Stock") will be converted into 1.18 shares of common stock, par value $.01
per share, of Parent ("Parent Common Stock"); and
WHEREAS as a result of the conversion of R&B Common Stock into
Parent Common Stock, Parent is required to execute and deliver to the
Trustee a supplemental indenture pursuant to Section 12.05 of the
Indenture;
NOW THEREFORE, Parent hereby covenants and agrees with the
Trustee for the benefit of the present and future holders of the Securities
as follows:
ARTICLE I
SECTION 1.01 Conversion Right. The holder of each Security
outstanding as of the date the Mergers are consummated shall have the
right, during the period such Security shall be convertible as specified in
Section 12.01 of the Indenture, to convert such Security into shares of
Parent Common Stock equal to 1.18 times the number of shares of R&B Common
Stock such holder would have had the right to receive upon conversion
immediately prior to the date of the consummation of the Mergers.
SECTION 1.02 Antidilution Adjustments. The conversion price in
effect at any time shall be subject to adjustment as set forth in Section
12.04 of the Indenture.
ARTICLE II
SECTION 2.01 Amendment to Definition of "Common Stock". The
definition of "Common Stock" set forth in Section 1.01 of the Indenture is
hereby amended by deleting the proviso thereto and replacing it with the
following:
"provided, however, that for the purposes of Sections 12.02,
12.03, 12.04, 12.05, 12.06, 12.07, 12.08, 12.09 and 12.11,
"Common Stock" means only shares of the class designated as
Common Stock of the Parent as of December 23, 1997 or as the same
may be reconstituted from time to time and stock of any other
class into which such shares may hereafter have been changed. As
of December 23, 1997, the Common Stock, par value $.01 per share,
of the Parent constitutes the Common Stock of the Parent for the
purposes of Sections 12.02, 12.03, 12.04, 12.05, 12.06, 12.07,
12.08, 12.09 and 12.11 herein."
SECTION 2.02 Definition of "Parent". The following definition
shall be added to Section 1.01 of the Indenture:
"Parent:
The term "Parent" shall mean R&B FALCON CORPORATION, a
corporation organized under the laws of the State of Delaware."
SECTION 2.03 Amendment to Section 12. Sections 12.04, 12.05,
12.06, 12.07, 12.09, 12.11 and 12.14 of the Indenture are hereby amended
such that each reference therein to "the Company" shall be deemed to read
"the Parent".
ARTICLE III
SECTION 3.01 First Supplemental Indenture. The Trustee accepts
the provisions of this First Supplemental Indenture upon the terms and
conditions set forth in the Indenture as amended by this First Supplemental
Indenture.
SECTION 3.02 Other Terms of Indenture. Except insofar as herein
otherwise expressly provided, all the provisions, terms and conditions of
the Indenture are in all respects ratified and confirmed and shall remain
in full force and effect.
SECTION 3.03 Definitions. Capitalized terms used herein and not
defined herein have the meanings ascribed to such terms in the Indenture
unless the context of this First Supplemental Indenture otherwise requires.
SECTION 3.04 Governing Law. This First Supplemental Indenture
shall be deemed to have been made under the laws of the State of New York
and shall for all purposes be governed by, and construed in accordance
with, the laws of such State.
SECTION 3.05 Counterparts. This First Supplemental Indenture
may be executed in any number of counterparts, each of which shall be
deemed to be an original, but all of which when taken together shall
constitute but one instrument.
SECTION 3.06 Effective Time. This First Supplemental Indenture
shall become effective at 11:59 p.m. (Eastern Standard Time) on December
31, 1997.
SECTION 3.07 Separability. In case any one or more of the
provisions contained in this First Supplemental Indenture shall for any
reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other
provision of this First Supplemental Indenture, the Indenture or the
Securities, but this First Supplemental Indenture, the Indenture and the
Securities shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein or therein.
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed by their respective authorized
officers as of the date first written above.
R&B FALCON CORPORATION,
by
________________________
Name: Xxxxxx X. Xxxxxxx
Title: Chief Executive Officer
Attest:
________________________
Name:
READING & XXXXX CORPORATION,
by
________________________
Name: Xxxx X. Xxxx, Xx.
Title: Chairman of the Board
and Chief Executive Officer
Attest:
________________________
Name:
IBJ XXXXXXXX BANK & TRUST COMPANY
as Trustee,
by
________________________
Name: Xxxx Xxxxx
Title: Assistant Vice President
Attest:
________________________
Name:
