AMENDMENT NUMBER TWO TO RIGHTS AGREEMENT
Amendment Number Two, dated as of August 8, 1997, to the Rights
Agreement, dated as of June 25, 1997 (the "Rights Agreement"), between Falcon
Drilling Company, Inc., a Delaware corporation (the "Company"), and American
Stock Transfer & Trust Company, a New York corporation, as Rights Agent (the
"Rights Agent"), as amended by Amendment Number One, dated as of July 10, 1997.
WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement specifying the terms of the Rights (as defined therein);
WHEREAS, the Company desires to amend the Rights Agreement in
accordance with Section 27 of the Rights Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements set forth herein and in the Rights Agreement, the parties hereby
agree as follows:
Section 1. Definitions. Capitalized terms used and not otherwise
defined herein shall have the meaning assigned to such terms in the Rights
Agreement.
Section 2. Amendment. Section 1(h) of the Rights Agreement is
hereby amended by deleting that Section in its entirety and inserting in lieu
thereof the following:
"Final Expiration Date" shall mean August 8, 1997.
Section 3. Miscellaneous.
(a) The term "Agreement" as used in the Rights Agreement shall
be deemed to refer to the Rights Agreement as amended heretofore and hereby.
(b) The foregoing amendment shall be effective as of the date
first above written.
(c) This Amendment may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all for which
together shall constitute one and the same instrument.
(d) 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 to
be made and performed entirely within such State.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Number Two to be duly executed and attested, all as of the day and year first
above written.
Attest: FALCON DRILLING COMPANY, INC.
By: By:
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Name: Xxxxxxxx X. Xxxx Name: Xxxxxx X. Xxxxxx
Title: Vice President Title: Executive Vice President
Attest: AMERICAN STOCK TRANSFER &
TRUST COMPANY
By: By:
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Name: Name:
Title: Title:
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