EXHIBIT 4.2
FIRST AMENDMENT TO RIGHTS AGREEMENT
This Amendment, dated as of March 3, 1997 (the "Amendment"), is
between ENSCO International Incorporated (formerly known as Energy Service
Company, Inc.), a Delaware corporation (the "Company"), and American Stock
Transfer & Trust Company, as Rights Agent (the "Rights Agent").
W I T N E S S E T H:
WHEREAS, the Rights Agent and Energy Service Company, Inc., now known
as ENSCO International Incorporated, are parties to a Rights Agreement
dated as of February 21, 1995 (the "Agreement"); and
WHEREAS, pursuant to Section 27 of the Agreement, the Company and the
Rights Agent desire to amend the Agreement as set forth below.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
Section 1. AMENDMENTS TO REFLECT NAME CHANGE. Each reference to
"Energy Service Company, Inc." contained on the cover page of the
Agreement, the first paragraph on page 1 of the Agreement, the legend in
Section 3(c) of the Agreement, Section 26 of the Agreement, the attestation
of the Agreement on page 37 and in Exhibits A, B and C to the Agreement is
hereby amended and restated in its entirety to read "ENSCO INTERNATIONAL
INCORPORATED (formerly known as Energy Service Company, Inc.)".
Section 2. AMENDMENT TO SECTION 3(C) OF THE AGREEMENT. Section 3(c)
of the Agreement is hereby amended by deleting the reference to "the Record
Date" in the fourth line thereof and substituting in its place "May 23,
1995", and deleting each reference to "Energy Service Company, Inc." in the
form of legend included in such section and substituting in its place
"ENSCO International Incorporated".
Section 3. AMENDMENT TO SECTION 7(B) OF THE AGREEMENT. Section 7(b)
of the Agreement is hereby amended by deleting the reference to "$50.00" in
the first line of such subsection and replacing it with "$250.00".
Section 4. AMENDMENT TO EXHIBIT B OF THE AGREEMENT. Exhibit B of the
Agreement is hereby amended by deleting the reference to "$50.00" in the
fourth line of the carry-over paragraph on page B-2 thereof and replacing
it with "$250.00".
Section 5. SEVERABILITY. If any term, provision, covenant or
restriction of this Amendment is held by a court of competent jurisdiction
or other authority to be invalid, void or unenforceable, the remainder of
the terms, provisions, covenants and restrictions of this Amendment shall
remain in full force and effect and shall in no way be affected, impaired
or invalidated.
Section 6. GOVERNING LAW. This Amendment shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes
shall be governed by and construed in accordance with the laws of such
State applicable to contracts made and to be performed entirely within such
State.
Section 7. COUNTERPARTS. This Amendment may be executed in any
number of counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument.
Section 8. EFFECT OF AMENDMENT. Except as expressly modified herein,
the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed all as of the day and year first above written.
ENSCO INTERNATIONAL
INCORPORATED (formerly known as
Attest: Energy Service Company, Inc.)
By: /s/ XXXXXX X. XXXXX By: /s/ XXXXXXX X. XXXXXXXX
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Name: Xxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxxxxx
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Title: Assistant Secretary Title: Vice President & Secretary
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Attest: AMERICAN STOCK TRANSFER &
TRUST COMPANY
By: /s/ XXXXXX XXXXX By: /s/ XXXXXXX X. X'XXXXX
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Name: Xxxxxx Xxxxx Name: Xxxxxxx X. X'Xxxxx
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Title: Vice President Title: Vice President
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