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EXHIBIT 10.2
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
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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 that 120 days in any twelve-month period.
(iii) Loews further agrees that the provision of paragraph (ii) above shall
apply to any future request for registration made by Loews under Section 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
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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