Exhibit 4.2
LOEWS CORPORATION
667 Madison Avenue
New York, NY 10021-8087
Diamond Offshore Drilling, Inc.
15415 Katy Freeway
Houston, TX 77094
Attention: Richard L. Lionberger
Vice President, General Counsel and Secretary
Gentlemen:
Reference is made to the Registration Rights
Agreement dated October 16, 1995 (the "Agreement") between you
(the "Company") and the undersigned ("Loews"). Capitalized
terms used and not otherwise defined herein are used with
meanings given thereto in the Agreement.
1. Demand Registration. This letter constitutes
Loews's written request (being the first of three such requests
to which Loews is entitled) pursuant to Section 2.1 of the
Agreement that the Company prepare and file, and use its best
efforts to cause to become effective as soon as practicable
(but not later than September 30, 1998), one or more
registration statements under the Act for a continuous offering
by Loews of shares of Registerable Common Stock under Rule 415
promulgated by the Commission under the Act (the "Registration
Statement"). The shares of Registerable Common Stock covered
by this request will underlie a proposed issuance by Loews of
its Exchangeable Notes due 2007 ("Exchangeable Notes") through
a public offering of such notes to be underwritten by Goldman,
Sachs & Co. (the "Note Offering"). Loews expects to price the
Note Offering on or about September 16, 1997 at which time
Loews will advise the Company of the exact number of shares of
Registerable Common Stock to be covered by this request and the
Registration Statement.
2. The Registration Statement.
(i) Notwithstanding Section 5(h) of the
Agreement, the Company agrees to keep effective the
Registration Statement until the first to occur of (A)
September 15, 2007 and (B) such time as no Exchangeable Notes
remain outstanding.
(ii) Loews agrees that the Company may, by
giving one business day's written notice to Loews, and the
trustee and the exchange agent for the Exchangeable Notes
(which notice shall specify that it is given on behalf of Loews
under the indenture for the Exchangeable Notes (the
"Indenture")), defer filing the Registration Statement to a
date later than September 30, 1998, or, at any time and from
time to time after the Registration Statement has been filed
and declared effective, require Loews to suspend use of any
resale prospectus or prospectus supplement included in the
Registration Statement (A) for a reasonable period of time, but
not in excess of ninety (90) days, if the Company (x) is at
such time conducting or about to conduct an underwritten public
offering of its securities for its own account and the Board of
Directors of the Company determines in good faith that such
offering would be materially adversely affected by such use, or
(y) would, in the opinion of the Company's counsel, be required
to disclose in such Registration Statement information not
otherwise then required by law to be publicly disclosed and, in
the good faith judgment of the Board of Directors of the
Company, such disclosure would reasonably be expected to
adversely affect any material business transaction or
negotiation in which the Company is then engaged or (B) for any
period during which the Company has notified Loews and the
exchange agent for the Exchangeable Notes of the occurrence of
an event requiring the preparation of a supplement to the
resale prospectus included in the Registration Statement or an
amendment to the Registration Statement so that, as thereafter
delivered to holders of the Exchangeable Notes exchanging such
notes for shares of Registerable Common Stock, such prospectus
will not contain an untrue statement of a material fact or omit
to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, and
as promptly as practicable make available to Loews any such
supplement or amendment. Notwithstanding the foregoing, such
suspensions of use of any such resale prospectus or prospectus
supplement shall not be in effect for more than 120 days in any
twelve-month period.
(iii) Loews further agrees that the
provisions of paragraph (ii) above shall apply to any future
request for registration made by Loews under Section
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2.1 of the Agreement if such request relates to a "shelf"
registration requested to be filed by the Company pursuant to
Rule 415 promulgated under the Act.
3. Underwriting Agreement. Pursuant to Section
5(1) of the Agreement, the Company agrees to enter into the
underwriting agreement, in the form attached hereto as Exhibit
"A".
4. Limitations on Suspension Periods.
Notwithstanding the provisions of Section 2(ii) hereof, the
Company agrees with Loews that it will not suspend the use of
any resale prospectus or prospectus supplement included in the
Registration Statement (i) during the 14-day period preceding
the final maturity date of the Exchangeable Notes or, subject
to compliance by Loews with the provisions of this Section 4,
during the 14-day period preceding any Redemption Date (as
defined in Loews's prospectus supplement for the Exchangeable
Notes (the "Prospectus Supplement")) with respect to the
Exchangeable Notes. Loews agrees not to give notice under the
Indenture to the holders of Exchangeable Notes of any proposed
optional redemption at any time when use of any such prospectus
or prospectus supplement has been suspended by the Company in
accordance with this letter. Prior to giving notice under the
Indenture to the holders of Exchangeable Notes of any proposed
optional redemption, Loews agrees to provide the Company with
at least three full Trading Days' (as defined in the Prospectus
Supplement) written notice (or such shorter period as the
Company may agree) of such proposed optional redemption (the
"Redemption Notice"). On or before the close of business on
the third Trading Day following actual receipt by the Company
of the Redemption Notice, the Company will notify Loews if the
Company elects to suspend the use of any resale prospectus or
prospectus supplement pursuant to Section 2(ii) above. If the
Company elects to suspend use of any resale prospectus or
prospectus supplement, the Company will effect such suspension
promptly and Loews will not give notice of any proposed
optional redemption until the suspension period has terminated
or expired.
5. Effect Hereof. This letter agreement
constitutes an amendment to the Agreement pursuant to Section
12.5 thereof and the general provisions of such agreement apply
to this letter agreement (except the notice provisions hereof
will control over Section 12.7 thereof in the event of any
inconsistency). As amended hereby, the Agreement is hereby
confirmed to be and remain in full force and effect.
If this letter correctly sets forth our mutual
understanding regarding the amendment to the Agreement proposed
to be effected hereby, please so indicate by
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executing each copy hereof, whereupon this letter shall
constitute an agreement between us to amend the Agreement, and
otherwise as set forth above.
LOEWS CORPORATION
By: /s/ Barry Hirsch
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Name: Barry Hirsch
Title: Sr. Vice President
Agreed and accepted
this 16th day of September, 1997
DIAMOND OFFSHORE DRILLING, INC.
By: /s/ Richard L. Lionberger
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Name: Richard L. Lionberger
Title: Vice President
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