EXHIBIT 2
EXECUTION COPY
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Amendment No. 1, dated as of August 19, 2000, to the Rights
Agreement, dated as of December 23, 1997 (the "Rights Agreement"), between R&B
Falcon Corporation, a Delaware corporation (the "Company"), and American Stock
Transfer & Trust Company, a New York corporation, as Rights Agent (the "Rights
Agent").
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 26 of the Rights Agreement;
WHEREAS, the Company proposes to enter into an Agreement and Plan of
Merger, dated as of August 19, 2000 (the "Merger Agreement"), by and among
Transocean Sedco Forex Inc., a company organized under the laws of the Cayman
Islands ("Parent"), Transocean Holdings Inc., a Delaware corporation and a
wholly owned subsidiary of Parent ("Sub"), TSF Delaware Inc., a Delaware
corporation and a wholly owned subsidiary of Sub ("Merger Sub") and the
Company;
WHEREAS, the Board of Directors of the Company has determined it
advisable and in the best interest of its stockholders to amend the Rights
Agreement to enable the Company to enter into the Merger Agreement and
consummate the transactions contemplated thereby without causing Parent or any
of its subsidiaries to become an "Acquiring Person" (as defined in the Rights
Agreement).
NOW, THEREFORE, in consideration of the premises and 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. Amendments to Rights Agreement. The Rights Agreement is
hereby amended as set forth in this Section 2.
(a) The definition of "Acquiring Person" in Section 1 of the Rights
Agreement is amended to add the following sentence at the end thereof:
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"Notwithstanding anything in this Agreement to the contrary, none of
Parent, Sub, Merger Sub or any Affiliate or Associate of any of them
shall be deemed to be an Acquiring Person, either individually or
collectively, solely by virtue of (i) the execution and delivery of
the Merger Agreement, (ii) the conversion of shares of Common Stock
into the right to receive Parent ordinary shares in accordance with
Article 4 of the Merger Agreement or (iii) the consummation of the
Merger (as such term is defined in the Merger Agreement) or any
other transaction contemplated by the Merger Agreement."
(b) The definition of "Section 11(a)(ii) Event" in Section 1 of the
Rights Agreement is amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary, none of
(i) the announcement of the Merger (as such term is defined in the
Merger Agreement), (ii) the execution of the Merger Agreement or
(iii) the consummation of the Merger or of the other transactions
contemplated by the Merger Agreement shall be a Section 11(a)(ii)
Event."
(c) The following definition shall be added to Section 1 of the
Rights Agreement:
"'Merger Agreement' shall mean the Agreement and Plan of Merger
dated as of August 19, 2000 by and among Transocean Sedco Forex
Inc., a company organized under the laws of the Cayman Islands
("Parent"), Transocean Holdings Inc., a Delaware corporation and a
wholly owned subsidiary of Parent ("Sub"), TSF Delaware Inc., a
Delaware corporation and a wholly owned subsidiary of Sub ("Merger
Sub"), and the Company."
(d) Section 3(a) of the Rights Agreement is amended to add the
following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary, a
Distribution Date shall not be deemed to have occurred solely as the
result of (i) the execution and delivery of the Merger Agreement,
(ii) the conversion of shares of Common Stock into the right to
receive Parent ordinary shares in accordance with Article 4 of the
Merger Agreement or (iii) the consummation of the Merger (as such
term is defined in the Merger Agreement) or any other transaction
contemplated by the Merger Agreement."
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(e) Section 7(a) of the Rights Agreement is amended to replace the
words "or (ii)" with "(ii)" and to replace the words "(the earlier of (i) and
(ii)" with "or (iii) the Effective Time of the Merger (as defined in the
Merger Agreement) (the earliest of (i), (ii) and (iii)".
(f) Section 13(d) of the Rights Agreement is amended to add "(A)"
after the word "applicable" and the following at the end of the first sentence
thereof:
"or (B) solely as the result of (i) the execution and delivery of
the Merger Agreement, (ii) the conversion of shares of Common Stock
into the right to receive Parent ordinary shares in accordance with
Article 4 of the Merger Agreement or (iii) the consummation of the
Merger (as such term is defined in the Merger Agreement) or any
other transaction contemplated by the Merger Agreement".
Section 3. Miscellaneous.
(a) The term "Agreement" as used in the Rights Agreement shall be
deemed to refer to the Rights Agreement as amended hereby.
(b) The foregoing amendment shall be effective as of the date first
above written, and, except as set forth herein, the Rights Agreement shall
remain in full force and effect and shall be otherwise unaffected hereby.
(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.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 1 to be duly executed and attested, all as of the day and year first above
written.
Attest: R&B FALCON CORPORATION
By: /s/ CHARLES R. OFNER By: /s/ WAYNE K. HILLIN
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Name: Charles R. Ofner Name: Wayne K. Hillin
Title: Senior Vice Title: Senior Vice
President President
Attest: AMERICAN STOCK TRANSFER &
TRUST COMPANY
By: /s/ SUSAN SILBER By: /s/ PAULA CAROPPOLI
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Name: Susan Silber Name: Paula Caroppoli
Title: Assistant Title: Vice President
Secretary
