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EXHIBIT 4.3.1
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this "Amendment") is entered
into as of August 20, 1998 by and between CLIFFS DRILLING COMPANY, a Delaware
corporation (the "Company"), and XXXXXX TRUST AND SAVINGS BANK, as Rights Agent
(the "Rights Agent"), amending the Rights Agreement dated June 17, 1997 between
the Company and the Rights Agent (the "Rights Agreement").
WHEREAS, the Board of Directors of the Company has approved an
Agreement and Plan of Merger (the "Merger Agreement") by and among the Company,
R&B Falcon Corporation, a Delaware corporation ("RBF"), and RBF Cliffs
Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of RBF
("RBF Subsidiary"), providing for the acquisition of the Company by RBF by
means of a merger of RBF Subsidiary with and into the Company;
WHEREAS, the willingness of RBF and RBF Subsidiary to enter into the
Merger Agreement is conditioned on, among other things, the amendment of the
Rights Agreement on the terms set forth herein;
WHEREAS, Section 27 of the Rights Agreement provides that, among other
things, prior to the Distribution Date (as defined therein) and subject to the
restrictions set forth in such Section, the Company may, and the Rights Agent
shall if the Company so directs, supplement or amend any provision of the
Rights Agreement without the approval of any holders of Rights (as defined
therein);
WHEREAS, the Board of Directors has determined that it is in the best
interests of the Company and its stockholders to amend the Rights Agreement to
exempt the Merger Agreement and the transactions contemplated thereby from the
application of the Rights Agreement.
NOW, THEREFORE, in consideration of the premises and agreements set
forth in the Rights Agreement and this Amendment, the Company directs changes
to the Rights Agreement as follows:
1. Section 1 of the Rights Agreement is hereby amended by adding
the following definitions thereto:
"Merger Agreement" shall mean the Agreement and Plan of Merger dated
August 21, 1998 by and among the Company, RBF and RBF Subsidiary, as
the same may be amended in accordance with the terms thereof.
"RBF" shall mean R&B Falcon Corporation, a Delaware corporation.
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"RBF Subsidiary" shall mean RBF Cliffs Acquisition Corp., a Delaware
corporation and wholly owned subsidiary of RBF.
2. The definition of "Acquiring Person" in Section 1 of the Rights
Agreement is hereby amended by adding to the end thereof the following:
"Notwithstanding anything to the contrary contained herein, so long as
the Merger Agreement has not been terminated pursuant to the terms
thereof, neither RBF nor RBF Subsidiary nor any Affiliate or Associate
of RBF or RBF Subsidiary shall be or become an "Acquiring Person" (and
no Shares Acquisition Date shall occur) by reason of the approval,
execution, delivery or performance of the Merger Agreement or the
announcement or consummation of the transactions contemplated
thereby."
3. Section 3(b) of the Rights Agreement is hereby amended by
adding to the end thereof the following:
"Notwithstanding anything to the contrary contained herein, so long as
the Merger Agreement has not been terminated pursuant to the terms
thereof, a Distribution Date shall not be deemed to have occurred as a
result of the approval, execution, delivery or performance of the
Merger Agreement or the announcement or consummation of the
transactions contemplated thereby."
4. Section 11(a)(ii) of the Rights Agreement is hereby amended by
adding to the end thereof the following:
"Notwithstanding anything to the contrary contained herein, so long as
the Merger Agreement has not been terminated pursuant to the terms
thereof, the provisions of this Section 11(a)(ii) will not apply to or
be triggered by, and a Flip-In Event shall not be deemed to have
occurred as a result of, the approval, execution, delivery or
performance of the Merger Agreement or the announcement or
consummation of the transactions contemplated thereby."
5. Section 13 of the Rights Agreement is hereby amended by adding
to the end thereof the following:
"(c) Notwithstanding anything to the contrary contained herein, so
long as the Merger Agreement has not been terminated pursuant to the
terms thereof, the provisions of this Section 13 will not apply to or
be triggered by, and a Flip-Over Event shall not be deemed to have
occurred as a result of, the approval, execution, delivery or
performance of the Merger Agreement or the announcement or
consummation of the transactions contemplated thereby."
6. The Rights Agreement is hereby amended by adding the following
section after Section 33:
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