EXHIBIT 4.5
R&B FALCON CORPORATION
Form of Warrant Agreement
[for warrants sold attached to equity securities](1)
THIS WARRANT AGREEMENT is dated as of _________________,
between R&B Falcon Corporation, a Delaware corporation
(hereinafter called "R&B Falcon", which term includes any
successor corporation), and ___________, as Warrant Agent (herein
called the "Warrant Agent").
WHEREAS, R&B Falcon proposes to sell [title of Equity
Securities being offered] (the "Offered Securities") with warrant
certificates evidencing one or more warrants (the "Warrants" or,
individually, a "Warrant") representing the right to purchase
[title of Equity Securities purchasable through exercise of
Warrants] (the "Warrant Securities"), such warrant certificates
and other warrant certificates issued pursuant to this Agreement
being herein called the "Warrant Certificates"; and
WHEREAS, R&B Falcon desires the Warrant Agent to act on
behalf of R&B Falcon in connection with the issuance, exchange,
exercise and replacement of the Warrant Certificates, and in this
Agreement wishes to set forth, among other things, the form and
provisions of the Warrant Certificates and the terms and
conditions on which they may be issued, exchanged, exercised and
replaced;
NOW, THEREFORE, in consideration of the premises and of the
mutual agreements herein contained, the parties hereto agree as
follows:
ARTICLE I
Issuance of Warrants and Execution and
Delivery of Warrant Certificates
Section 1.1. Issuance of Warrants. Warrants shall be
initially issued in connection with the issuance of the Offered
Securities [but shall be separately transferable on and after
__________ (the "Detachable Date")] [and shall not be separately
transferable] and each Warrant Certificate shall evidence one or
more Warrants. Each Warrant evidenced thereby shall represent the
right, subject to the provisions contained herein and therein, to
purchase Warrant Securities. Warrant Certificates shall be
initially issued in units with the Offering Securities and each
Warrant Certificate included in such a unit shall evidence _____
Warrants for Offered Securities included in such unit.
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(1) Complete or modify the provisions of the Form as appropriate
to reflect the terms of the Warrants and Warrant Securities.
Section 1.2. Execution and Delivery of Warrant Certificates.
Each Warrant Certificate, whenever issued, shall be in
registered(2) form substantially in the form set forth in Exhibit
A hereto, shall be dated the date of its issuance and may have
such letters, numbers or other marks of identification or
designation and such legends or endorsements printed,
lithographed or engraved thereon as the officers of R&B Falcon
executing the same may approve (execution thereof to be
conclusive evidence of such approval) and as are not inconsistent
with the provisions of this Agreement, or as may be required to
comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on
which the Warrants may be listed, or to conform to usage. The
Warrant Certificates shall be signed on behalf of R&B Falcon by
its Chief Executive Officer, its President, or one of its Vice
Presidents, under its corporate seal and attested by its
Secretary or one of its Assistant Secretaries. Such signatures
may be manual or facsimile signatures of such authorized officers
and may be imprinted or otherwise reproduced on the Warrant
Certificates. The seal of R&B Falcon may be in the form of a
facsimile thereof and may be impressed, affixed, imprinted or
otherwise reproduced on the Warrant Certificates.
No Warrant Certificate shall be valid for any purpose, and
no Warrant evidenced thereby shall be exercisable, until such
Warrant Certificate has been countersigned by the manual
signature of the Warrant Agent. Such signature by the Warrant
Agent upon any Warrant Certificate executed by R&B Falcon shall
be conclusive evidence that the Warrant Certificate so
countersigned has been duly issued hereunder.
In case any officer of R&B Falcon who shall have signed any
of the Warrant Certificates either manually or by facsimile
signature shall cease to be such officer before the Warrant
Certificates so signed shall have been countersigned and
delivered by the Warrant Agent, such Warrant Certificates may be
countersigned and delivered notwithstanding that the person who
signed such Warrant Certificates ceased to be such officer of R&B
Falcon; and any Warrant Certificate may be signed on behalf of
R&B Falcon by such persons as, at the actual date of the
execution of such Warrant Certificate, shall be the proper
officers of R&B Falcon, although at the date of the execution of
this Agreement any such person was not such officer.
The term "holder" or "holder of a Warrant Certificate" as
used herein shall mean any person in whose name at the time any
Warrant Certificate shall be registered upon the books to be
maintained by the Warrant Agent for that purpose. [If Offered
Securities with Warrants which are not immediately detachable -
or upon the register of the Offered Securities prior to the
Detachable Date. R&B Falcon will or will cause the registrar of
the Offered Securities to make available at all times to the
Warrant Agent such information as to holders of the Offered
Securities with Warrants as may be necessary to keep the Warrant
Agent's records up to date.]
Section 1.3. Issuance of Warrant Certificates. Warrant
Certificates evidencing the right to purchase Warrant Securities
(except as provided in Sections 2.3(c), 3.2 and 4.1) may be
executed by R&B Falcon and delivered to the Warrant Agent upon
the execution of this Warrant Agreement or from time to time
thereafter. The Warrant Agent shall, upon receipt of Warrant
Certificates duly executed on behalf of R&B Falcon, countersign
Warrant Certificates evidencing Warrants representing the right
to purchase up to ____________ Warrant Securities and shall
deliver such Warrant Certificates to or upon the order of R&B
Falcon. Subsequent to such original issuance of the Warrant
Certificates, the Warrant Agent shall countersign a Warrant
Certificate only if the Warrant Certificate is issued in exchange
or substitution for one or more previously countersigned Warrant
Certificates or in connection with their transfer, as hereinafter
provided or as provided in Section 2.3(c).
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(2) If Warrants are issued in bearer form, appropriate revisions
will be made to the Agreement to facilitate such issuance.
ARTICLE II
Warrant Price, Duration and Exercise of Warrants
Section 2.1. Warrant Price. [On ___________, the] [The
original] exercise price of each Warrant is [$]____. [During the
period from _____________, through and including _____________,
the exercise price of each Warrant will be [$]___________. On
_______________, the exercise price of each Warrant will be
[$]________.] [if applicable, insert relevant amounts in
applicable foreign currency, currency unit or composite currency]
Such purchase price of Warrant Securities is referred to in this
Agreement as the "Warrant Price." The Warrant Price and the
number and kind of Warrant Securities for which a Warrant may be
exercised is subject to adjustment from time to time as set forth
in Article V hereof.
Section 2.2. Duration of Warrants. Each Warrant may be
exercised in whole at any time, as specified herein, on or after
[the date thereof] [_____________] and at or before 5 p.m. New
York time on ______________ (the "Expiration Date"). Each Warrant
not exercised at or before 5 p.m. New York time on the Expiration
Date shall become void, and all rights of the holder of the
Warrant Certificate evidencing such Warrant under this Agreement
shall cease.
Section 2.3. Exercise of Warrants.
(a) During the period specified in Section 2.2, any
whole number of Warrants may be exercised by providing
certain information set forth on the reverse side of the
Warrant Certificate and by paying in full, [in lawful money
of the United States of America] [if applicable -- insert
relevant foreign currency, currency unit or composite
currency] [in cash or by certified check or official bank
check or by bank wire transfer, in each case] [by bank wire
transfer], in immediately available funds, the Warrant Price
for each Warrant exercised, to the Warrant Agent at its
corporate trust office [or at ________], provided that such
exercise is subject to receipt, within three business days
of such [payment] [wire transfer] by the Warrant Agent of
the Warrant Certificate with the form of election to
purchase Warrant Securities set forth on the reverse side of
the Warrant Certificate properly completed and duly
executed. The date on which payment in full of the Warrant
Price is received by the Warrant Agent shall, subject to
receipt of the Warrant Certificate as aforesaid, be deemed
to be the date on which the Warrant is exercised. The
Warrant Agent shall deposit all funds received by it in
payment of the Warrant Price in an account of R&B Falcon
maintained with it and shall advise R&B Falcon by telephone
at the end of each day on which a [payment] [wire transfer]
for the exercise of Warrants is received of the amount so
deposited to its account. The Warrant Agent shall promptly
confirm such telephone advice to R&B Falcon in writing.
(b) The Warrant Agent shall, from time to time, as
promptly as practicable, advise R&B Falcon of (i) the number
of Warrants exercised, (ii) the instructions of each holder
of the Warrant Certificates evidencing such Warrants with
respect to delivery of the Warrant Securities to which such
holder is entitled upon such exercise, (iii) delivery of
Warrant Certificates evidencing the balance, if any, of the
Warrants remaining after such exercise, and (iv) such other
information as R&B Falcon shall reasonably require.
(c) As soon as practicable after the exercise of any
Warrant, R&B Falcon shall issue to or upon the order of the
holder of the Warrant Certificate evidencing such Warrant,
the Warrant Securities to which such holder is entitled in
fully registered form, registered in such name or names as
may be directed by such holder. Such certificate or
certificates evidencing the Warrant Securities shall be
deemed to have been issued and any persons who are
designated to be named therein shall be deemed to have
become the holder of record of such Warrant Securities as of
the close of business on the exercise date. No fractional
Warrant Securities will be issued upon exercise of any
Warrant. For each fractional Warrant Security that would
otherwise be issued, R&B Falcon will pay by company check in
an amount equal to such fraction multiplied by the closing
sales price of the Warrant Securities on the principal
national securities exchange on which they are listed (or if
not so listed, another equivalent means reasonably
determined by R&B Falcon) on the business day immediately
preceding the exercise date. If fewer than all of the
Warrants evidenced by such Warrant Certificate are
exercised, R&B Falcon shall execute, and an authorized
officer of the Warrant Agent shall manually countersign and
deliver, a new Warrant Certificate evidencing the number of
such Warrants remaining unexercised.
(d) R&B Falcon shall not be required to pay any stamp
or other tax or other governmental charge required to be
paid in connection with any transfer involved in the issue
of the Warrant Securities; and in the event that any such
transfer is involved, R&B Falcon shall not be required to
issue or deliver any Warrant Security until such tax or
other charge shall have been paid or it has been established
to R&B Falcon's satisfaction that no such tax or other
charge is due.
ARTICLE III
Other Provisions Relating to Rights of
Holders of Warrant Certificates
Section 3.1. No Rights as Stockholder Conferred by Warrants
or Warrant Certificates. No Warrant Certificate or Warrant
evidenced thereby shall entitle the holder thereof to any of the
rights of a holder of Warrant Securities, including, without
limitation, the right to receive dividends, vote, receive notice
of any meeting of stockholders or otherwise have any right as a
stockholder of R&B Falcon.
Section 3.2. Lost, Stolen, Mutilated or Destroyed Warrant
Certificates. Upon receipt by the Warrant Agent of evidence
reasonably satisfactory to it of the ownership of and the loss,
theft, destruction or mutilation of any Warrant Certificate and
of indemnity reasonably satisfactory to it, and, in the case of
mutilation, upon surrender thereof to the Warrant Agent for
cancellation, then, in the absence of notice to R&B Falcon or the
Warrant Agent that such Warrant Certificate has been acquired by
a bona fide purchaser, R&B Falcon shall execute, and an
authorized officer of the Warrant Agent shall manually
countersign and deliver, in exchange for or in lieu of the lost,
stolen, destroyed or mutilated Warrant Certificate, a new Warrant
Certificate of the same tenor and evidencing a like number of
Warrants. Upon the issuance of any new Warrant Certificate under
this Section, R&B Falcon may require the payment of a sum
sufficient to cover any tax or other governmental charge that may
be imposed in relation thereto and any other expenses (including
the fees and expenses of the Warrant Agent) in connection
therewith. Every substitute Warrant Certificate executed and
delivered pursuant to this Section in lieu of any lost, stolen or
destroyed Warrant Certificate shall represent an additional
contractual obligation of R&B Falcon, whether or not the lost,
stolen or destroyed Warrant Certificate shall be at any time
enforceable by anyone, and shall be entitled to the benefits of
this Agreement equally and proportionately with any and all other
Warrant Certificates duly executed and delivered hereunder. The
provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to
the replacement of mutilated, lost, stolen or destroyed Warrant
Certificates.
Section 3.3. Holder of Warrant Certificate May Enforce
Rights. Notwithstanding any of the provisions of this Agreement,
any holder of a Warrant Certificate, without the consent of the
Warrant Agent, the holder of any Warrant Securities or the holder
of any other Warrant Certificate, may in his own behalf and for
his own benefit, enforce, and may institute and maintain any
suit, action or proceeding against R&B Falcon suitable to enforce
or otherwise in respect of, his right to exercise the Warrants
evidenced by his Warrant Certificate in the manner provided in
his Warrant Certificate and in this Agreement.
ARTICLE IV
Exchange and Transfer of Warrant Certificates
Section 4.1. Exchange and Transfer of Warrant Certificates.
[If Offered Securities with Warrants which are immediately
detachable - Upon] [If Offered Securities with Warrants which are
not immediately detachable - Prior to the Detachable Date, a
Warrant Certificate may be exchanged or transferred only together
with the Offered Securities to which the Warrant Certificate was
initially attached and only for the purpose of effecting or in
conjunction with an exchange or transfer of such Offered
Securities. Prior to the Detachable Date, each transfer of the
Offered Securities [on the register of the Offered Securities]
shall operate also to transfer the related Warrant Certificates.
After the Detachable Date, upon] surrender at the corporate trust
office of the Warrant Agent [or at ________], Warrant
Certificates evidencing Warrants may be exchanged for Warrant
Certificates in other denominations evidencing such Warrants or
the transfer thereof may be registered in whole or in part;
provided that such other Warrant Certificates evidence the same
aggregate number of Warrants as the Warrant Certificates so
surrendered. The Warrant Agent shall keep, at its corporate trust
office [and at __________] books in which, subject to such
reasonable regulations as it may prescribe, it shall register
Warrant Certificates and exchanges and transfers of outstanding
Warrant Certificates, upon surrender of the Warrant Certificates
to the Warrant Agent at its corporate trust office [or at
____________] for exchange or registration of transfer, properly
endorsed or accompanied by appropriate instruments of
registration of transfer and written instructions for transfer,
all in form satisfactory to R&B Falcon and the Warrant Agent. No
service charge shall be made for any exchange or registration of
transfer of Warrant Certificates but R&B Falcon may require
payment of a sum sufficient to cover any stamp or other tax or
other governmental charge that may be imposed in connection with
any such exchange or registration of transfer. Whenever any
Warrant Certificates are so surrendered for exchange or
registration of transfer an authorized officer of the Warrant
Agent shall manually countersign and deliver to the person or
persons entitled thereto a Warrant Certificate or Warrant
Certificates duly authorized and executed by R&B Falcon, as so
requested. The Warrant Agent shall not be required to effect any
exchange or registration of transfer which will result in the
issuance of a Warrant Certificate evidencing a fraction of a
Warrant or a number of full Warrants and a fraction of a Warrant.
All Warrant Certificates issued upon any exchange or registration
of transfer of Warrant Certificates shall be the valid
obligations of R&B Falcon, evidencing the same obligations, and
entitled to the same benefits under this Agreement, as the
Warrant Certificates surrendered for such exchange or
registration of transfer.
Section 4.2. Treatment of Holders of Warrant Certificates.
[If Warrants which are not immediately detachable - Every holder
of a Warrant Certificate, by accepting the same, consents and
agrees with R&B Falcon, the Warrant Agent and with every
subsequent holder of such Warrant Certificate that until the
transfer of the Warrant Certificate is registered on the books of
the Warrant Agent [or the registrar of the Offered Securities
prior to the Detachable Date], R&B Falcon and the Warrant Agent
[or the registrar of the Offered Securities prior to the
Detachable Date] may treat the registered holder as the absolute
owner thereof for any purpose and as the person entitled to
exercise the rights represented by the Warrants evidenced
thereby, any notice to the contrary notwithstanding.]
Section 4.3. Cancellation of Warrant Certificates. Any
Warrant Certificate surrendered for exchange, registration of
transfer or exercise of the Warrants evidenced thereby shall, if
surrendered to R&B Falcon, be delivered to the Warrant Agent and
all Warrant Certificates surrendered or so delivered to the
Warrant Agent shall be promptly cancelled by the Warrant Agent
and shall not be reissued and, except as expressly permitted by
this Agreement, no Warrant Certificate shall be issued hereunder
in exchange or in lieu thereof. The Warrant Agent shall deliver
to R&B Falcon from time to time or otherwise dispose of cancelled
Warrant Certificates in a manner satisfactory to R&B Falcon.
ARTICLE V
Adjustments
Section 5.1. Adjustment of Warrant Price and Number of
Warrant Securities Purchasable.
(a) In case at any time R&B Falcon shall issue and
sell for cash any Warrant Securities (excluding (i) Warrant
Securities issued in any of the transactions described in
paragraphs (b), (c) or (d) below and (ii) Warrant Securities
issued upon exercise of Warrants) at a price per Share lower
than [___%] below the Market Price determined as of the date
immediately preceding the date of such sale and issuance,
the Warrant Price in effect at the close of business on the
date immediately preceding the date of such sale and
issuance shall be reduced by multiplying such Warrant Price
by a fraction, (i) the numerator of which shall be the sum
of (x) the number of Warrant Securities outstanding at the
close of business on the date immediately preceding the date
of such sale and issuance plus (y) the number of Warrant
Securities which the aggregate amount of cash received or
receivable for such sale and issuance would purchase at such
current Market Price per Warrant Security, and (ii) the
denominator of which shall be the total number of Warrant
Securities outstanding immediately after such sale and
issuance. Such adjustment shall be made successively
whenever such an issuance is made.
(b) In case R&B Falcon shall pay or make a dividend or
other distribution on any class of stock of R&B Falcon in
Warrant Securities or securities convertible into or
exchangeable for Warrant Securities (such convertible or
exchangeable stock or securities being hereinafter called
"Convertible Securities"), other than Convertible Securities
which require payments of cash to be made by the holder
thereof in connection with any conversion into or exchange
for Warrant Securities, the Warrant Price in effect at the
close of business on the day fixed for the determination of
shareholders entitled to receive such dividend or other
distribution shall be reduced by multiplying such Warrant
Price by a fraction of which the numerator shall be the
number of Warrant Securities outstanding at the close of
business on the date immediately preceding the date fixed
for such determination and the denominator shall be the sum
of such number of Warrant Securities and the total number of
Warrant Securities constituting such dividend or other
distribution or the maximum number of Warrant Securities
issuable upon conversion or exchange of all Convertible
Securities constituting such dividend or other distribution.
(c) In case at any time R&B Falcon shall grant
(whether directly or otherwise) any rights (other than the
Warrants and "poison pill" rights distributed pursuant to a
stockholders' rights plan) to subscribe for or to purchase,
or any options for the purchase of, Warrant Securities or
Convertible Securities, whether or not such rights or
options or the right to convert or exchange any such
Convertible Securities are immediately exercisable, and the
price per Warrant Security for which Warrant Securities are
issuable upon the exercise of such rights or options or upon
conversion or exchange of such Convertible Securities
(determined by dividing (x) the total amount, if any,
received or receivable by R&B Falcon as consideration for
the granting of such rights or options, plus the minimum
aggregate amount of additional consideration payable to R&B
Falcon upon the exercise of all such rights or options, or,
in the case of such rights or options which relate to
Convertible Securities, the total amount, if any, received
or receivable by R&B Falcon as consideration for the
granting of such rights or options, plus the minimum
aggregate amount of additional consideration, if any,
payable upon the issuance or sale of such Convertible
Securities and upon the conversion or exchange thereof, by
(y) the total maximum number of Warrant Securities issuable
upon the exercise of such rights or options or upon the
conversion or exchange of all such Convertible Securities
issuable upon the exercise of such rights or options) shall
be less than the Market Price, determined as of the date
immediately preceding the date of granting such rights or
options, the Warrant Price in effect at the close of
business on the date immediately preceding the date of
granting such rights or options shall be adjusted by
multiplying such Warrant Price by a fraction, (i) the
numerator of which shall be the sum of (x) the number of
Warrant Securities outstanding at the close of business on
the date immediately preceding the date of granting such
rights or options plus (y) the quotient obtained by dividing
the product of the price per Warrant Security, determined as
set forth above, and the maximum number of Warrant
Securities issuable upon the exercise of such rights or
options or upon the conversion or exchange of all such
Convertible Securities issuable upon the exercise of such
rights or options by the Market Price and (ii) the
denominator of which shall be the sum of the number of
Warrant Securities outstanding at the close of business on
the date immediately preceding the date of granting such
rights or options and the maximum number of Warrant
Securities issuable upon the exercise of such rights or
options or upon the conversion or exchange of all such
Convertible Securities issuable upon the exercise of such
rights or options. Except as provided in this subparagraph
(c), no further adjustments of the Warrant Price shall be
made upon the issuance of such Warrant Securities or of such
Convertible Securities upon exercise of such rights or
options or upon the actual issuance of such Warrant
Securities upon conversion or exchange of such Convertible
Securities.
(d) In case R&B Falcon shall issue (whether directly
or by assumption in a merger or otherwise) or sell any
Convertible Securities, whether or not the rights to
exchange or convert thereunder are immediately exercisable,
and the price per Warrant Security for which Warrant
Securities are issuable upon such conversion or exchange
(determined by dividing (x) the total amount received or
receivable by R&B Falcon as consideration for the issue or
sale of such Convertible Securities, plus the minimum
aggregate amount of additional consideration, if any,
payable to R&B Falcon upon the conversion or exchange
thereof, by (y) the total maximum number of Warrant
Securities issuable upon the conversion or exchange of all
such Convertible Securities) shall be less than the Market
Price, determined as of the date immediately preceding the
date of such issuance or sale of such Convertible
Securities, then the Warrant Price in effect at the close of
business on the date immediately preceding the date of
issuance or sale of such Convertible Securities shall be
adjusted by multiplying such Warrant Price by a fraction,
(i) the numerator of which shall be the sum of (x) the
number of Warrant Securities outstanding at the close of
business on the date immediately preceding the date of
issuance or sale of such Convertible Securities plus (y) the
quotient obtained by dividing the product of the price per
Warrant Security, determined as set forth above, and the
maximum number of Warrant Securities issuable upon
conversion or exchange of all such Convertible Securities by
the Market Price and (ii) the denominator of which shall be
the sum of the number of Warrant Securities outstanding at
the close of business on the date immediately preceding the
date of issuance or sale of such Convertible Securities and
such maximum number of Warrant Securities issuable upon
conversion or exchange, provided that (1) except as provided
in subparagraph (e), no further adjustments of the Warrant
Price shall be made upon the actual issuance of such Warrant
Securities upon conversion or exchange of such Convertible
Securities, and (2) if any such issuance or sale of such
Convertible Securities is made upon exercise of any rights
to subscribe for or to purchase or any option to purchase
any such Convertible Securities for which adjustments of the
Warrant Price have been or are to be made pursuant to
subparagraph (c) or the other provisions of this
subparagraph (d), no further adjustments of the Warrant
Price shall be made by reason of such issuance or sale.
(e) If (x) the purchase price provided for in any
rights or options referred to in subparagraph (c), or (y)
the additional consideration, if any, payable upon the
conversion or exchange of any Convertible Securities
referred to in subparagraphs (c) and/or (d), or (z) the rate
at which any Convertible Securities referred to in
subparagraphs (c) and/or (d) are convertible into or
exchangeable for Warrant Securities shall change (other than
under or by reason of provisions contained in the
instruments governing such rights, options or Convertible
Securities that are designed to protect against dilution),
the Warrant Price in effect at the close of business on the
date of such event shall forthwith be adjusted to the
Warrant Price which would have been in effect at such time
had such rights, options or Convertible Securities still
outstanding provided for such changed purchase price,
additional consideration or conversion rate, as the case may
be, at the time initially granted, issued or sold. On the
expiration of any such option or right or the termination of
any such right to convert or exchange such Convertible
Securities, the Warrant Price in effect at the close of
business on the date of expiration or termination shall be
readjusted to the Warrant Price which would have been in
effect at such time had such right, option or Convertible
Securities, to the extent outstanding immediately prior to
the date of such expiration or termination, never been
granted, issued or sold.
(f) In case R&B Falcon shall, by dividend or
otherwise, declare a dividend or other distribution on its
Warrant Securities payable in evidences of its indebtedness
or assets (including securities, but excluding (i) any
rights or options referred to in subparagraph (c) of this
Section, (ii) any dividend or distribution paid in cash out
of consolidated retained earnings or consolidated earned
surplus, determined in accordance with generally accepted
accounting principles, including the making of appropriate
deductions for minority interests, if any, in subsidiaries,
and (iii) any dividend or distribution otherwise paid in
Warrant Securities or Convertible Securities), the Warrant
Price in effect at the close of business on the date fixed
for the determination of shareholders entitled to receive
such dividend or other distribution shall be adjusted so
that the same shall equal the price determined by
multiplying the Warrant Price in effect at the close of
business on the date fixed for the determination of
shareholders entitled to receive such dividend or other
distribution by a fraction of which the numerator shall be
the current Market Price per Warrant Security on the date
fixed for such determination less the then fair market value
(as determined by the board of directors, whose
determination shall be conclusive and described in a Board
Resolution filed with the Warrant Agent) of the portion of
the assets or evidences of indebtedness so distributed
applicable to one share and of which the denominator shall
be such current Market Price per share.
(g) In case R&B Falcon shall at any time subdivide its
outstanding Warrant Securities into a greater number of
Warrant Securities, the Warrant Price in effect immediately
prior to such subdivision shall be proportionately reduced,
and conversely, in case the outstanding Warrant Securities
shall be combined into a smaller number of Warrant
Securities, the Warrant Price in effect immediately prior to
such combination shall be proportionately increased, such
reduction or increase, as the case may be, to become
effective immediately upon the opening of business on the
day following the day upon which such subdivision or
combination becomes effective.
(h) In case of any consolidation of R&B Falcon with,
or merger of R&B Falcon into, any other corporation or other
entity, or in case of any merger of another corporation or
other entity into R&B Falcon (other than a merger which does
not result in any reclassification, conversion, exchange or
cancellation of outstanding Warrant Securities), or in case
of any sale or transfer of all or substantially all of the
assets of R&B Falcon, or in the case of a capital
reorganization or recapitalization of the capital stock of
R&B Falcon in such a way that holders of Warrant Securities
shall be able to receive securities, cash or assets with
respect to or in exchange for such Warrant Securities from
the corporation or other entity formed by such consolidation
or resulting from such merger or which acquires such assets,
as the case may be, or from R&B Falcon, in the case of a
capital reorganization or recapitalization not involving a
consolidation, merger or sale or transfer of all or
substantially all of the assets of R&B Falcon, such
corporation or other entity or R&B Falcon, as the case may
be, and the Warrant Agent shall execute and deliver an
amendment to this Agreement providing that the holder of
each Warrant then outstanding shall have the right
thereafter, during the period such Warrant shall be
exercisable, to exercise such Warrant only for the kind and
amount of securities, cash and other property receivable
upon such consolidation, merger, sale, transfer, capital
reorganization or recapitalization by a holder of the number
of Warrant Securities for which such Warrant might have been
exercised on the date immediately prior to such
consolidation, merger, sale, transfer, capital
reorganization or recapitalization, assuming such holder of
Warrant Securities failed to exercise his rights of
election, if any, as to the kind or amount of securities,
cash and other property receivable upon such consolidation,
merger, sale, transfer, capital reorganization or
recapitalization (provided that if the kind or amount of
securities, cash and other property receivable upon such
consolidation, merger, sale, transfer, capital
reorganization or recapitalization is not the same for each
Warrant Security in respect of which such rights of election
shall not have been exercised (the "Non-electing Warrant
Securities"), then, for the purpose of this subparagraph
(h), the kind and amount of securities, cash and other
property receivable upon such consolidation, merger, sale,
transfer, capital reorganization or recapitalization by each
Non- electing Warrant Security shall be deemed to be the
kind and amount so receivable per Warrant Security by a
plurality of the Non-electing Warrant Securities).
Such amendment shall provide for adjustments which, for
events subsequent to the effective date of such amendment,
shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Article V. The above
provisions of this paragraph shall similarly apply to
successive consolidations, mergers, sales, transfers,
capital reorganizations or recapitalization.
R&B Falcon shall not effect any such consolidation,
merger, sale or transfer, unless prior to or simultaneously
with the consummation thereof the successor corporation (if
other than R&B Falcon) resulting from such consolidation or
merger or the corporation purchasing or otherwise acquiring
such assets or other appropriate corporation or entity shall
assume, by written instrument executed and delivered to the
Warrant Agent, the obligation to deliver to the holder of
each Warrant such shares of stock, securities, cash or
assets as, in accordance with the foregoing provisions, such
holders may be entitled to receive and the other obligations
under this Agreement.
(i) In case an adjustment in the Warrant Price shall
be required by Section 5.1 (a), (b), (c), (d) and/or (f)
above, the required adjustment shall become effective at the
opening of business on (i) the Business Day immediately
following the date fixed for the determination of
shareholders of R&B Falcon entitled to receive such dividend
or distribution, in the case of any adjustment pursuant to
Section 12(b) or (f), or (ii) the Business Day immediately
following the date of such sale and issuance or the date of
such grating of such rights or options, as the case may be,
in the case of an adjustment pursuant to section 5.1 (a),
(c) or (d).
(j) For the purposes of this Article V the number of
Warrant Securities outstanding at any given time shall not
include Warrant Securities owned or held by or for the
account of R&B Falcon or of any of its wholly or majority
owned subsidiaries.
(k) Upon each adjustment of the Warrant Price pursuant
to this Section 5.1, each Warrant outstanding at the time of
and immediately prior to such adjustment shall give the
holder thereof the right to purchase, at the Warrant Price
resulting from such adjustment, the number of Warrant
Securities obtained by multiplying the Warrant Price in
effect immediately prior to such adjustment by the number of
Warrant Securities issuable upon exercise of such Warrant
immediately prior to such adjustment and dividing the
product thereof by the Warrant Price resulting from such
adjustment.
(l) No adjustment in the Warrant Price shall be
required unless such adjustment would require an increase or
decrease of at least one percent in such Warrant Price;
provided, however, that any one or more such adjustments
which, by reason of this subparagraph (l) is not required to
be made shall be carried forward on a cumulative basis and
fully taken into account in any subsequent adjustment. All
calculations under this Section 5.1 shall be made to the
nearest cent or to the nearest 1/100 of a Warranty Security,
as the case may be. The provisions of this Section 12(l)
shall also apply to readjustments provided for in
subparagraph (e).
(m) R&B Falcon shall be obligated to issue any
additional Warrant Securities which become issuable upon
exercise of Warrants as a result of any event described in
this Section 5.1 which requires an adjustment in the Warrant
Price and the number of Warrant Securities issuable upon
exercise of the Warrants.
(n) For purposes of this Section 5.1, "Market Price"
means the average of the closing prices per Warrant Security
on the New York Stock Exchange or the National Association
of Securities Dealers, Inc. Automated Quotation System
("NASDAQ"), as the case may be (or, if there is no such
closing price, the mean between the bid and asked prices
reported on NASDAQ, or on any other national securities
exchange or over-the-counter market on which such quotations
are regularly available, as the case may be), on each of the
ten trading days immediately preceding the date as of which
the determination of Market Price is to be made. If at any
time the Warrant Securities are not listed on any national
securities exchange or quoted in the over-the-counter
market, the Market Price shall be deemed to be the fair
value thereof determined in good faith by an independent
brokerage firm or Standard & Poor's Corp. as of a date which
is within 15 days of the date as of which the determination
of Market Price is to be made.
(o) If R&B Falcon shall take any action affecting the
Warrant Securities, other than action described in this
Section 5.1, which in the opinion of the Board of Directors
of R&B Falcon would materially adversely affect the exercise
rights of the holders of the Warrants, the Warrant Price for
the Warrants may be adjusted, to the extent permitted by
law, in such manner, if any, and at such time, as such Board
of Directors may determine in good faith to be equitable in
the circumstances. Failure of the Board of Directors of R&B
Falcon to provide for any such adjustment prior to the
effective date of any such action by R&B Falcon affecting
the Warrant Securities shall be evidence that the Board of
Directors of R&B Falcon has determined that it is equitable
to make no adjustments in the circumstances.
Section 5.2. Voluntary Adjustment by R&B Falcon. R&B Falcon
may at its option, at any time during the term of the Warrants,
reduce the then current Warrant Price to any amount deemed
appropriate by the Board of Directors of R&B Falcon; provided,
that, if R&B Falcon elects so to reduce the then current Warrant
Price, such reduction shall remain in effect for at least 20
Business Days, after which time R&B Falcon may, at its option,
reinstate the Warrant Price in effect prior to such reduction.
Section 5.3. Notice of Adjustment. Whenever the Warrant
Price is adjusted as herein provided, the Chief Financial Officer
of R&B Falcon shall compute the adjusted Warrant Price in
accordance with the foregoing provisions and shall prepare a
certificate setting forth such adjusted Warrant Price and showing
in reasonable detail the facts upon which such adjustment is
based. A copy of such certificate shall be filed promptly with
the Warrant Agent. Promptly after delivery of such certificate,
R&B Falcon shall prepare a notice of such adjustment of the
Warrant Price setting forth the adjusted Warrant Price and the
date on which such adjustment becomes effective and shall mail,
or cause the Warrant Agent to mail at R&B Falcon's expense, such
notice of such adjustment of the Warrant Price to each holder of
a Warrant at his last address as shown on the Warrant Register.
Section 5.4. No Adjustment for Dividends. Except as provided
in Section 5.1 hereof, no adjustment in respect of any dividends
or other payments or distributions made to holders of securities
issuable upon exercise of Warrants shall be made during the term
of a Warrant or upon the exercise of a Warrant.
Section 5.5. Statement on Warrants Certificate. Irrespective
of any adjustments in the number or kind of securities
purchasable upon the exercise of the Warrants or the Warrant
Securities, any Warrant Certificate theretofore or thereafter
issued may continue to express the same price and number and kind
of shares as are stated in the Warrant Certificate initially
issuable pursuant to this Agreement.
Section 5.6. Warrant Agent's Adjustment Disclaimer. The
Warrant Agent has no duty to determine when an adjustment under
this Article V should be made, how it should be made or what it
should be. The Warrant Agent shall not be accountable for and
makes no representation as to the validity or value of any
securities or assets issued upon exercise of Warrants. The
Warrant Agent shall not be responsible for R&B Falcon's failure
to comply with this Article V.
ARTICLE VI
Concerning the Warrant Agent
Section 6.1. Warrant Agent. R&B Falcon hereby appoints
__________, as Warrant Agent of R&B Falcon in respect of the
Warrants and the Warrant Certificates upon the terms and subject
to the conditions herein set forth; and _________ hereby accepts
such appointment. The Warrant Agent shall have the powers and
authority granted to and conferred upon it in the Warrant
Certificates and hereby and such further powers and authority to
act on behalf of R&B Falcon as R&B Falcon may hereafter grant to
or confer upon it. All of the terms and provisions with respect
to such powers and authority contained in the Warrant
Certificates are subject to and governed by the terms and
provisions hereof.
Section 6.2. Conditions of Warrant Agent's Obligations. The
Warrant Agent accepts its obligations herein set forth upon the
terms and conditions hereof, including the following, to all of
which R&B Falcon agrees and to all of which the rights hereunder
of the holders from time to time of the Warrant Certificates
shall be subject:
(a) R&B Falcon agrees promptly to pay the Warrant
Agent the compensation to be agreed upon with R&B Falcon for
all services rendered by the Warrant Agent and to reimburse
the Warrant Agent for reasonable out-of-pocket expenses
(including counsel fees) incurred by the Warrant Agent in
connection with the services rendered hereunder by the
Warrant Agent. R&B Falcon also agrees to indemnify the
Warrant Agent for, and to hold it harmless against, any
loss, liability or expense incurred without negligence or
bad faith on the part of the Warrant Agent, arising out of
or in connection with its acting as Warrant Agent hereunder,
as well as the costs and expenses of defending against any
claim of such liability.
(b) In acting under this Warrant Agreement and in
connection with the Warrant Certificates, the Warrant Agent
is acting solely as agent of R&B Falcon and does not assume
any obligation or relationship of agency or trust for or
with any of the holders of Warrant Certificates or
beneficial owners of Warrants.
(c) The Warrant Agent may consult with counsel
satisfactory to it, and the advice of such counsel shall be
full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in
good faith and in accordance with the advice of such
counsel.
(d) The Warrant Agent shall be protected and shall
incur no liability for or in respect of any action taken or
thing suffered by it in reliance upon any Warrant
Certificate, notice, direction, consent, certificate,
affidavit, statement or other paper or document reasonably
believed by it to be genuine and to have been presented or
signed by the proper parties.
(e) The Warrant Agent, and its officers, directors and
employees, may become the owner of, or acquire any interest
in, Warrants, with the same rights that it or they would
have if it were not the Warrant Agent hereunder, and, to the
extent permitted by applicable law, it or they may engage or
be interested in any financial or other transaction with R&B
Falcon and may act on, or as depositary, trustee or agent
for, any committee or body of holders of Warrant Securities
or other obligations of R&B Falcon as freely as if it were
not the Warrant Agent hereunder.
(f) The Warrant Agent shall have no liability for
interest on any monies at any time received by it pursuant
to any of the provisions of this Agreement or of the Warrant
Certificates.
(g) The Warrant Agent shall have no liability with
respect to any invalidity of this Agreement or any of the
Warrant Certificates.
(h) The Warrant Agent shall not be responsible for any
of the recitals or representations herein or in the Warrant
Certificates (except as to the Warrant Agent's
countersignature thereon), all of which are made solely by
R&B Falcon.
(i) The Warrant Agent shall be obligated to perform
only such duties as are herein and in the Warrant
Certificates specifically set forth and no implied duties or
obligations shall be read into this Agreement or the Warrant
Certificates against the Warrant Agent. The Warrant Agent
shall not be under any obligation to take any action
hereunder which may tend to involve it in any expense or
liability, the payment of which within a reasonable time is
not, in its reasonable opinion, assured to it. The Warrant
Agent shall not be accountable or under any duty or
responsibility for the use by R&B Falcon of any of the
Warrant Certificates authenticated by the Warrant Agent and
delivered by it to R&B Falcon pursuant to this Agreement or
for the application by R&B Falcon of the proceeds of the
Warrant Certificates. The Warrant Agent shall have no duty
or responsibility in case of any default by R&B Falcon in
the performance of its covenants or agreements contained
herein or in the Warrant Certificates or in the case of the
receipt of any written demand from a holder of a Warrant
Certificate with respect to such default, including, without
limiting the generality of the foregoing, any duty or
responsibility to initiate or attempt to initiate any
proceedings at law or otherwise or, except as provided in
Section 6.2, to make any demand upon R&B Falcon.
(j) The Warrant Agent is hereby authorized to obtain
from time to time from the present transfer agent for the
Warrant Securities (the "Transfer Agent"), and any successor
Transfer Agent, stock certificates required to honor
outstanding Warrants. R&B Falcon hereby authorizes its
present and any successor Transfer Agent to comply with all
such requests. R&B Falcon will supply such Transfer Agent
with duly executed stock certificates for such purpose and
will provide or otherwise make available any cash which may
be payable as provided in Section 2.3 hereof, and the
Warrant Agent shall not be responsible for any delay or
failure by such Transfer Agent in supplying such stock
certificates.
Section 6.3. Resignation and Appointment of Successor.
(a) R&B Falcon agrees, for the benefit of the holders
of the Warrant Certificates, that there shall at all times
be a Warrant Agent hereunder until all the Warrant
Certificates are no longer exercisable.
(b) The Warrant Agent may at any time resign as such
agent by giving written notice to R&B Falcon of such
intention on its part, specifying the date on which its
desired resignation shall become effective; provided that
such date shall not be less than three months after the date
on which such notice is given unless R&B Falcon otherwise
agrees. The Warrant Agent hereunder may be removed at any
time by the filing with it of an instrument in writing
signed by or on behalf of R&B Falcon and specifying such
removal and the date when it shall become effective. Such
resignation or removal shall take effect upon the
appointment by R&B Falcon, as hereinafter provided, of a
successor Warrant Agent (which shall be a bank or trust
company authorized under the laws of the jurisdiction of its
organization to exercise corporate trust powers) and the
acceptance of such appointment by such successor Warrant
Agent. The obligation of R&B Falcon under Section 6.3(a)
shall continue to the extent set forth therein
notwithstanding the resignation or removal of the Warrant
Agent.
(c) In case at any time the Warrant Agent shall
resign, or shall be removed, or shall become incapable of
acting, or shall be adjudged a bankrupt or insolvent, or
shall file a petition seeking relief under the Federal
Bankruptcy Code, as now constituted or hereafter amended, or
under any other applicable Federal or State bankruptcy law
or similar law or make an assignment for the benefit of its
creditors or consent to the appointment of a receiver or
custodian of all or any substantial part of its property, or
shall admit in writing its inability to pay or meet its
debts as they mature, or if a receiver or custodian of it or
of all or any substantial part of its property shall be
appointed, or if an order of any court shall be entered for
relief against it under the provisions of the Federal
Bankruptcy Code, as now constituted or hereafter amended, or
under any other applicable Federal or State bankruptcy or
similar law, or if any public officer shall have taken
charge or control of the Warrant Agent or of its property or
affairs, for the purpose of rehabilitation, conservation or
liquidation, a successor Warrant Agent, qualified as
aforesaid, shall be appointed by R&B Falcon, by an
instrument in writing, filed with the successor Warrant
Agent. Upon the appointment as aforesaid of a successor
Warrant Agent and acceptance by the successor Warrant Agent
of such appointment, the Warrant Agent shall cease to be
Warrant Agent hereunder.
(d) Any successor Warrant Agent appointed hereunder
shall execute, acknowledge and deliver to its predecessor
and to R&B Falcon an instrument accepting such appointment
hereunder, and thereupon such successor Warrant Agent,
without any further act, deed or conveyance, shall become
vested with all the authority, rights, powers, trusts,
immunities, duties and obligations of such predecessor with
like effect as if originally named as Warrant Agent
hereunder, and such predecessor, upon payment of its charges
and disbursements then unpaid, shall thereupon become
obligated to transfer, deliver and pay over, and such
successor Warrant Agent shall be entitled to receive, all
monies, securities and other property on deposit with or
held by such predecessor, as Warrant Agent hereunder.
(e) Any corporation into which the Warrant Agent
hereunder may be merged or converted or any corporation with
which the Warrant Agent may be consolidated, or any
corporation resulting from any merger, conversion or
consolidation to which the Warrant Agent shall be a party,
or any corporation to which the Warrant Agent shall sell or
otherwise transfer all or substantially all the assets and
business of the Warrant Agent, provided that it shall be
qualified as aforesaid, shall be the successor Warrant Agent
under this Agreement without the execution or filing of any
paper or any further act on the part of any of the parties
hereto.
ARTICLE VII
Miscellaneous
Section 7.1. Amendment. This Agreement may be amended by the
parties hereto, without the consent of the holder of any Warrant
Certificate, for the purpose of curing any ambiguity, or of
curing, correcting or supplementing any defective or inconsistent
provision contained herein, or making any other provisions with
respect to matters or questions arising under this Agreement as
R&B Falcon and the Warrant Agent may deem necessary or desirable;
provided, that such action shall not materially and adversely
affect the interests of the holders of the Warrant Certificates
and, provided further, that R&B Falcon and the Warrant Agent may
amend this Agreement in any manner prior to the issuance of any
Warrants hereunder. With the consent of the holders of not less
than a majority in number of the then outstanding unexercised
Warrants affected, R&B Falcon and the Warrant Agent may modify or
amend any other term of this Agreement; provided, however, that
no such modification or amendment may be made without the consent
of the holders affected thereby if such proposed amendment would
(i) shorten the period of time during which the Warrants may be
exercised; (ii) otherwise materially and adversely affect the
exercise rights of the holders of the Warrants; or (iii) reduce
the number of outstanding Warrants.
Section 7.2. Notices and Demands to R&B Falcon and Warrant
Agent. If the Warrant Agent shall receive any notice or demand
addressed to R&B Falcon by the holder of a Warrant Certificate
pursuant to the provisions of the Warrant Certificates, the
Warrant Agent shall promptly forward such notice or demand to R&B
Falcon.
Section 7.3. Addresses. Any communication from R&B Falcon to
the Warrant Agent with respect to this Agreement shall be
addressed to ____________, and any communication from the Warrant
Agent to R&B Falcon with respect to this Agreement shall be
addressed to R&B Falcon Corporation, R&B Falcon Corporation, 901
Threadneedle, Houston, Texas 77079, Attention: _______________
(or such other address as shall be specified in writing by the
Warrant Agent or by R&B Falcon).
Section 7.4. Applicable Law. The validity, interpretation
and performance of this Agreement and each Warrant Certificate
issued hereunder and of the respective terms and provisions
thereof shall be governed by and construed in accordance with,
the laws of the State of [New York], without giving effect to the
conflict of laws principles thereof.
Section 7.5. Delivery of Prospectus. R&B Falcon will furnish
to the Warrant Agent sufficient copies of a prospectus relating
to the Warrant Securities deliverable upon exercise of Warrants
(the "Prospectus"), and the Warrant Agent agrees that upon the
exercise of any Warrant, the Warrant Agent will deliver to the
holder of the Warrant Certificate evidencing such Warrant, prior
to or concurrently with, the delivery of the Warrant Securities
issued upon such exercise, a Prospectus.
Section 7.6. Obtaining of Governmental Approvals. R&B Falcon
will from time to time take all action which may be necessary to
obtain and keep effective any and all permits, consents and
approvals of governmental agencies and authorities and securities
acts filings under United States Federal and State laws
(including, without limitation, a registration statement in
respect of the Warrants and Warrant Securities under the
Securities Act of 1933, as amended), which may be or become
requisite in connection with the issuance, sale, transfer, and
delivery of the Warrant Certificates, the exercise of the
Warrants, the issuance, sale, transfer, and delivery of the
Warrant Securities issued upon exercise of the Warrants or upon
the expiration of the period during which the Warrants are
exercisable.
Section 7.7. Persons Having Rights under Warrant Agreement.
Nothing in this Agreement shall give to any person other than R&B
Falcon, the Warrant Agent and the holders of the Warrant
Certificates any right, remedy or claim under or by reason of
this Agreement.
Section 7.8. Headings. The descriptive headings of the
several Articles and Sections of this Agreement are inserted for
convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof.
Section 7.9. Counterparts. This Agreement may be executed
in any number of counterparts, each of which as so executed shall
be deemed to be an original, but such counterparts shall together
constitute but one and the same instrument.
Section 7.10. Inspection of Agreement. A copy of this
Agreement shall be available at all reasonable times at the
principal corporate trust office of the Warrant Agent for
inspection by the holder of any Warrant Certificate. The Warrant
Agent may require such holder to submit his Warrant Certificates
for inspection by it.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and their respective corporate
seals to be affixed hereunto, and the same to be attested, all as
of the day and year first above written.
R&B FALCON CORPORATION
By: ______________________________
Name:______________________________
Title:_____________________________
Attest:
______________________________
[NAME OF WARRANT AGENT],
as Warrant Agent
By: ______________________________
Name:______________________________
Title:_____________________________
Attest:
_____________________________
Exhibit A
(FORM OF WARRANT CERTIFICATE)
[Face of Warrant Certificate]
[Form of Legend of Warrants which are not immediately detachable:
Prior to ______, this Warrant Certificate cannot be transferred
or exchanged unless attached to [Title of Offered Securities].]
Exercisable Only if Countersigned by the Warrant Agent as
Provided Herein
R&B FALCON CORPORATION
WARRANTS TO PURCHASE
[Title of Warrant Securities]
Void After 5:00 P.M. New York Time on ___________
[No.] Warrants
This certifies that ____________ or registered assigns is
the registered owner of the above indicated number of Warrants,
each Warrant entitling such owner to purchase, at any time [after
5 p.m. New York time on _________, and] on or before 5 p.m. New
York time on _________, [Title of Warrant Securities] (the
"Warrant Securities"), of R&B Falcon Corporation ("R&B Falcon"),
on the following basis: [on _________, the exercise price of each
Warrant is [$]; during the period from _____________, through and
including _______________, the exercise price of each Warrant
will be [$] ________]. The holder may exercise the Warrants
evidenced hereby by providing certain information set forth on
the back hereof and by paying in full, [in lawful money of the
United States of America] [if applicable, express Warrant
exercise price in applicable foreign currency, currency unit or
composite currency] [in cash or by certified check or official
bank check or by bank wire transfer, in each case] [by bank wire
transfer], in immediately available funds, the Warrant Price for
each Warrant exercised to the Warrant Agent (as hereinafter
defined) and by surrendering this Warrant Certificate, with the
purchase form on the back hereof duly executed, at the corporate
trust office of [name of Warrant Agent], or its successors as
warrant agent (the "Warrant Agent"), [or ______________]
currently at the address specified on the reverse hereof, and
upon compliance with and subject to the conditions set forth
herein and in the Warrant Agreement (as hereinafter defined).
Any whole number of Warrants evidenced by this Warrant
Certificate may be exercised to purchase Warrant Securities in
registered form. Upon any exercise of fewer than all of the
Warrants evidenced by this Warrant Certificate, there shall be
issued to the holder hereof a new Warrant Certificate evidencing
the number of Warrants remaining unexercised. R&B Falcon will not
be required to issue fractional shares of Warrant Securities upon
exercise of the Warrants or distribute stock certificates that
evidence fractional shares of Warrant Securities. In lieu of
fractional Warrant Securities, there shall be paid by R&B Falcon
to the registered holder of this Warrant Certificate at the time
such Warrant Certificate is exercised an amount in cash payable
by company check equal to the closing sales price of the Warrant
Securities on the New York Stock Exchange (or if not so listed,
another equivalent means reasonably determined by R&B Falcon) on
the business day immediately preceding the exercise date,
multiplied by such fraction.
This Warrant Certificate is issued under and in accordance
with the Warrant Agreement dated as of ___________, (the "Warrant
Agreement") between R&B Falcon and the Warrant Agent and is
subject to the terms and provisions contained in the Warrant
Agreement, to all of which terms and provisions the holder of
this Warrant Certificate consents by acceptance hereof. Copies of
the Warrant Agreement and the form of Warrant Securities are on
file at the above-mentioned office of the Warrant Agent [and at
].
[If Offered Securities with Warrants which are not
immediately detachable - Prior to ___________ this Warrant
Certificate may be exchanged or transferred only together with
the [Title of Offered Securities] ("Offered Securities") to which
this Warrant Certificate was initially attached, and only for the
purpose of effecting, or in conjunction with, an exchange or
transfer of such Offered Securities. After such date, this [If
Offered Securities with Warrants which are immediately detachable
- Transfer of this] Warrant Certificate may be transferred when
this Warrant Certificate is surrendered at the corporate trust
office of the Warrant Agent [or _____] by the registered owner or
his assigns, in person or by an attorney duly authorized in
writing, in the manner and subject to the terms provided in the
Warrant Agreement.]
[If Offered Securities with Warrants which are not
immediately detachable - Except as provided in the immediately
preceding paragraph, after] [If Offered Securities with Warrants
which are immediately detachable - After] countersignature by the
Warrant Agent and prior to the expiration of this Warrant
Certificate, this Warrant Certificate may be exchanged at the
corporate trust office of the Warrant Agent for Warrant
Certificates representing the same aggregate number of Warrants.
This Warrant Certificate shall not entitle the holder hereof
to any of the rights of a holder of Warrant Securities,
including, without limitation, the right to receive dividends,
vote, receive notice of any meeting of stockholders or otherwise
have any right as a stockholder of R&B Falcon.
This Warrant Certificate shall not be valid for any purpose
until countersigned by the Warrant Agent.
Dated as of _________________ R&B FALCON CORPORATION
By:________________________________
Name:______________________________
Title:_____________________________
Attest:
________________________
Countersigned
___________________________________
As Warrant Agent
By:________________________________
Name:______________________________
Title:_____________________________
[Reverse of Warrant Certificate]
Instructions for Exercise of Warrant
To exercise the Warrants evidenced hereby, the holder
must pay [in cash or by certified check or official bank check or
by bank wire transfer] [by bank wire transfer], in immediately
available funds, the Warrant Price in full for Warrants exercised
to [insert name of Warrant Agent] Corporate Trust Department
[insert address of Warrant Agent], Attn: [or ], which [payment]
[wire transfer] must specify the name of the holder and the
number of Warrants exercised by such holder. In addition, the
holder must complete the information required below and present
this Warrant Certificate in person or by mail (registered mail is
recommended) to the Warrant Agent at the addresses set forth
below. This Warrant Certificate, completed and duly executed,
must be received by the Warrant Agent within five business days
of the [payment] [wire transfer].
To Be Executed Upon Exercise of Warrant
The undersigned hereby irrevocably elects to exercise Warrants
evidenced by this Warrant Certificate, to purchase
_______________ [Title of Warrant Securities] (the "Warrant
Securities") of R&B Falcon Corporation and represents that he has
tendered payment for such Warrant Securities [in cash or by
certified check or official bank check or by bank wire transfer,
in each case] [by bank wire transfer], in immediately available
funds, to the order of R&B Falcon Corporation, c/o [insert name
and address of Warrant Agent], in the amount of [$]______________
[if applicable -- insert relevant amounts in applicable foreign
currency, currency unit or composite currency] in accordance with
the terms hereof]. The undersigned requests that said principal
amount of Warrant Securities be in fully registered form and in
the authorized denominations, registered in such names and
delivered, all as specified in accordance with the instructions
set forth below. If the number of Warrants exercised is less than
all of the Warrants evidenced hereby, the undersigned requests
that a new Warrant Certificate representing the remaining
Warrants evidenced hereby be issued and delivered to the
undersigned unless otherwise specified in the instructions below.
Dated __________________________
Name__________________________
(Please Print)
_______________________________
Address
_______________________________
Social Security Number of Holder
_______________________________
Signature
The Warrants evidenced hereby may be exercised at the following
addresses:
By hand at _____________________________________________
_____________________________________________
By mail at _____________________________________________
_____________________________________________
[Instructions as to form and delivery of Warrant Securities
and, if applicable, Warrant Certificates evidencing unexercised
Warrants--complete as appropriate.]
Assignment
(Form of Assignment to be Executed if Holder Desires
to Transfer Warrants Evidenced Hereby)
For value received ____________________________ hereby
sells, assigns and transfers unto
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
______________ (Please print name and address, including zip code
of assignee, and Social Security Number or other identifying
number)
the Warrants represented by the within Warrant Certificate and
does hereby irrevocably constitute and appoint Attorney, to
transfer said Warrant Certificate on the books of the Warrant
Agent with full power of substitution in the premises.
Dated_____________________________
______________________________
Signature
(Signature must conform in all
respect to name of holder as
specified on the face of this
Warrant Certificate and must
bear a signature guarantee of
a commercial bank, trust
company, or member broker of
the New York, American,
Midwest or Pacific Stock
Exchange.) Signature
Guaranteed:
Signature Guaranteed:
__________________________________
