EXHIBIT 4.2
AMENDMENT dated as of July 10, 1997, to the Rights
Agreement dated as of March 15, 1995 (the "Rights
Agreement"), between READING & XXXXX CORPORATION (the
"Company") and AMERICAN STOCK TRANSFER & TRUST COMPANY, as
Rights Agent (the "Rights Agent").
Pursuant to the terms of the Rights Agreement and in accordance
with Section 27 thereof, the following actions are hereby taken:
Section 1. Amendments to Rights Agreement. The Rights Agreement
is hereby amended as follows:
(a) The definition of "Acquiring Person" in Section 1(a) of the
Rights Agreement is amended to add the following sentence at the end
thereof:
"Notwithstanding anything in this Rights Agreement to the
contrary, none of R&B Falcon Corporation, Falcon Drilling
Company, Inc. or any subsidiary of either shall be deemed to be
an Acquiring Person solely by virtue of (i) the announcement of
the R&B Merger (as such term is defined in the Merger Agreement),
(ii) the acquisition of Common Shares of the Company pursuant to
the R&B Merger or the R&B Stock Option Agreement, (iii) the
execution of the Merger Agreement or the R&B Stock Option
Agreement or (iv) the consummation of the R&B Merger or of the
other transactions contemplated in the Merger Agreement or the
R&B Stock Option Agreement."
(b) The following definitions shall be added to Section 1 of the
Rights Agreement:
"(o) "Merger Agreement" shall mean the Agreement and Plan of
Merger dated as of July 10, 1997 among R&B Falcon Corporation,
FDC Acquisition Corp., Reading & Xxxxx Acquisition Corp., Falcon
Drilling Company, Inc. and the Company."
"(p) "R&B Stock Option Agreement" shall mean the R&B Stock
Option Agreement dated as of July 10, 1997 between the Company
and Falcon Drilling Company, Inc."
(c) Section 3(a) of the Rights Agreement is amended to add the
following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the
contrary, a Distribution Date shall not be deemed to have
occurred solely as the result of (i) the announcement of the R&B
Merger, (ii) the acquisition of Common Shares of the Company
pursuant to the R&B Merger or the R&B Stock Option Agreement,
(iii) the execution of the Merger Agreement or the R&B Stock
Option Agreement or (iv) the consummation of the R&B Merger or of
the other transactions contemplated in the Merger Agreement or
the R&B Stock Option Agreement."
(d) Clause (i) of Section 7(a) of the Rights Agreement is amended
to read as follows:
"(i) the earlier of (x) the Close of Business on March 31,
2005 or (y) the Effective Time (as such term is defined in the
Merger Agreement) (the "Final Expiration Date"),".
Section 2. Full Force and Effect. Except as expressly amended
hereby, the Rights Agreement shall continue in full force and effect in
accordance with the provisions thereof on the date hereof.
Section 3. Governing Law. This Amendment shall be governed by and
construed in accordance with the law of the State of Delaware applicable to
contracts to be made and performed entirely within such State.
IN WITNESS WHEREOF, the Company and the Rights Agent have caused
this Amendment to be duly executed as of the day and year first above
written.
READING & XXXXX CORPORATION,
by: /s/ Xxxx X. Xxxx, Xx.
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Name: Xxxx X. Xxxx, Xx.
Title: Chairman and Chief
` Executive Officer
AMERICAN STOCK TRANSFER & TRUST
COMPANY, as Rights Agent,
by: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
