R&B Falcon Corporation
as Issuer
$250,000,000
7.375% Senior Notes due 2018
Second Supplemental Indenture
Dated as of March 13, 2002
To Indenture dated as of April 14, 1998
The Bank of New York
as Trustee
SECOND SUPPLEMENTAL INDENTURE, dated as of March 13, 2002 (this
"Supplemental Indenture"), between R&B Falcon Corporation, a Delaware
corporation (the "Issuer"), and The Bank of New York, as trustee (the
"Trustee").
W I T N E S S E T H:
WHEREAS, the Issuer and The Chase Manhattan Bank, as a predecessor to
the Trustee, executed and delivered an Indenture, dated as of April 14, 1998
(the "Indenture"), providing for the issuance of $250,000,000 principal amount
of 6.50% Notes due 2003, $350,000,000 principal amount of 6.75% Notes due 2005,
$250,000,000 principal amount of 6.95% Notes due 2008 and $250,000,000 principal
amount of 7.375% Notes due 2018, as supplemented by the First Supplemental
Indenture thereto dated as of February 14, 2002; all capitalized terms used
herein and not defined are used herein as defined in the Indenture;
WHEREAS, pursuant to Section 8.02 of the Indenture, the Issuer and the
Trustee may amend or supplement the Indenture with respect to the Securities of
any series with the written consent of the Holders of a majority in aggregate
principal amount of the outstanding Securities of such series;
WHEREAS, Transocean Sedco Forex Inc., a Cayman Islands company
("Transocean Sedco Forex"), has offered to exchange all of the outstanding
7.375% Notes due 2018 (the "7.375% Notes"), upon the terms and subject to the
conditions set forth in its Prospectus and Consent Solicitation Statement, dated
January 31, 2002, as amended by a Supplement dated March 4, 2002, and in the
related Letter of Transmittal and Consent (the "Exchange Offer"); in connection
therewith Transocean Sedco Forex has been soliciting written consents of the
Holders to the amendments to the Indenture set forth herein (and to the
execution of this Supplemental Indenture), and Transocean Sedco Forex has now
obtained such written consents from the Holders of a majority in aggregate
principal amount of the outstanding 7.375% Notes; accordingly, this Supplemental
Indenture and the amendments set forth herein are authorized with respect to the
7.375% Notes pursuant to Section 8.02 of the Indenture referred to above;
WHEREAS, the execution and delivery of this Supplemental Indenture has
been duly authorized by the parties hereto, and all other acts necessary to make
this Supplemental Indenture a valid and binding supplement to the Indenture
effectively amending the Indenture as set forth herein have been duly taken;
NOW, THEREFORE, THIS INDENTURE WITNESSETH, that, for and in
consideration of the above premises, it is mutually covenanted and agreed, for
the equal and proportionate benefit of all Holders of the 7.375% Notes, as
follows:
Section 1. Amendments to the Indenture.
------------------------------
Upon consummation of the exchange by Transocean Sedco Forex of all
7.375% Notes validly tendered pursuant to the Exchange Offer and not withdrawn
prior to the expiration date for the Exchange Offer (as notified to the Trustee
by Transocean Sedco Forex upon which notification the Trustee may rely), then
automatically (without further act by any person) with respect to the 7.375%
Notes: (a) Sections 3.03, 3.05, 3.06, 3.07, 3.09, 3.10, 4.01 and 4.02 of the
Indenture shall be deleted and the Issuer shall be released from its obligations
thereunder, (b) any failure by the Issuer to comply with the terms of any of the
foregoing Sections of the Indenture (whether before or after the execution of
this Supplemental Indenture) shall no longer constitute a default or an Event of
Default under the Indenture and shall no longer have any other consequence under
the Indenture and (c) Clauses (4), (5), (6) and (7) of Section 5.01 of the
Indenture shall be deleted and the events described therein no longer constitute
Events of Default under the Indenture. In conjunction with the amendments
identified in the immediately preceding sentence, the following defined terms
used in the Indenture shall be deleted with respect to the 7.375% Notes:
"Attributable Indebtedness"; "Consolidated Net Worth"; "Indebtedness"; and
"Sale/Leaseback Transactions".
Section 2. Ratification.
------------
Except as hereby expressly amended, the Indenture is in all respects
ratified and confirmed and all the terms, provisions and conditions thereof
shall be and remain in full force and effect.
Section 3. Governing Law.
--------------
THIS SUPPLEMENTAL INDENTURE, THE INDENTURE AS SUPPLEMENTED AND AMENDED
HEREBY AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.
Section 4. Counterpart Originals.
----------------------
The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement. One signed copy is enough to prove this
Supplemental Indenture.
Section 5. The Trustee.
------------
The recitals in this Supplemental Indenture shall be taken as the
statements of the Issuer and the Trustee assumes no responsibility for their
correctness. The Trustee shall be responsible or accountable in any manner
whatsoever for or with respect to the validly or sufficiency of this
Supplemental Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first written above.
R&B Falcon Corporation
By: /s/ XXXXXXX X. XXXXXXX
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President and Treasurer
The Bank of New York, as Trustee
By: /s/ XXXX X. XXXXX
------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
