TRITON ENERGY LIMITED
TRITON ENERGY CORPORATION
Form of Debt Warrant Agreement
THIS WARRANT AGREEMENT dated as of __________, 199_ among Triton
Energy Limited, a Cayman Islands company ("TEL"), its wholly owned
subsidiary, Triton Energy Corporation, a Delaware corporation ("TEC", and
together with TEL, the "Companies"); the terms "TEL", "TEC" and the
"Companies" include any successor corporation under the Indenture hereinafter
referred to) and _________________________, as Warrant Agent (herein called
the "Warrant Agent").
WHEREAS, TEL and TEC have entered into an indenture (the "[Senior]
[Senior Subordinated] Indenture") dated as of [FOR SENIOR DEBT:
____________, among TEL, TEC and The Chase Manhattan Bank, as trustee (the
"Senior Trustee")] [FOR SENIOR SUBORDINATED DEBT: ______________, among TEL,
TEC and United States Trust Company of New York, as trustee (the "Senior
Subordinated Trustee"), providing for the issuance from time to time of the
Companies' unsecured joint and several [Senior] [Senior Subordinated]
debentures, notes or other evidences of indebtedness (the "[Senior] [Senior
Subordinated] Debt Securities"), to be issued in one or more series as
provided in the [Senior] [Senior Subordinated] Indenture; [if Warrant
Securities are not under same Indenture as Debt Securities to which they are
attached -- and an Indenture (the "[Senior] [Senior Subordinated] Indenture,"
the Senior and Senior Subordinated Indentures being referred to collectively
as the "Indentures") dated as of ____________ among TEL, TEC and
____________________, as trustee (the "[Senior] [Senior Subordinated]
Trustee," (the Senior and Senior Subordinated Trustees being referred to
collectively as the "Trustee"), providing for the issuance from time to time
of the Companies' joint and several [senior] [senior subordinated]
debentures, notes or other evidences of indebtedness (the "[Senior] [Senior
Subordinated] Debt Securities", the [Senior] and [Senior Subordinated] Debt
Securities being referred to collectively as the "Debt Securities"), to be
issued in one or more series as provided in the [ ]
Indenture]; and
WHEREAS, the Companies propose to sell [if Warrants are sold with
Debt Securities or Preferred Shares -- [title of Debt Securities or Preferred
Shares being offered] (the "Offered Securities") with] warrant certificates
evidencing one or more joint and several warrants (the "Warrants" or
individually a "Warrant") representing the right to purchase [title of Debt
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
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[FN]
Complete or modify the provisions of this Form as appropriate to reflect
the terms of the Warrants, Warrant Securities and Offered Securities.
WHEREAS, the Companies desire the Warrant Agent to act on behalf of
the Companies in connection with the issuance, exchange, exercise and
replacement of the Warrant Certificates, and in this Agreement wish 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. [If Warrants alone -- Upon
issuance, each Warrant Certificate shall evidence one or more Warrants.] [If
Offered Securities and 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 a Warrant Security in the principal amount of ____________. [If
Offered Securities and Warrants -- Warrant Certificates shall be initially
issued in units with the Offered Securities and each Warrant Certificate
included in such a unit shall evidence __________ Warrants for each
[__________ principal amount] [________ shares] of Offered Securities
included in such unit.]
SECTION 1.2. Execution and Delivery of Warrant Certificates. Each
Warrant Certificate, whenever issued, shall be in [registered] [bearer] form
substantially in the form set forth in Exhibit A hereto, shall be dated
____________ 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 each of the Companies
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 executed on behalf of each of the Companies by
[the Chairman of the Board, the President, any Senior Vice President or any
Vice President and by the Secretary or any Assistant Secretary] of each of
the Companies under its respective corporate seal reproduced thereon. Such
signatures may be manual or facsimile signatures of such authorized officers
and may be imprinted or otherwise reproduced in the Warrant Certificates.
The seals of each of the Companies may be in the form of a facsimile thereof
and may be impressed, affixed, imprinted or otherwise reproduced on the
Warrant Certificates.
No Warrant Certificates 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 the Companies shall be conclusive evidence that the Warrant
Certificate so countersigned has been duly issued hereunder.
In case any officer of TEL or TEC, as the case may be, 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
TEL or TEC, as the case may be; and any Warrant Certificate may be signed on
behalf of TEL or TEC, as the case may be, by such persons as, at the actual
date of the execution of such Warrant Certificate, shall be the proper
officers of TEL or TEC, as the case may be, 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 [the bearer of such Warrant Certificate] [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 and Warrants are not immediately detachable -- or [the bearer]
[upon the register] of the Offered Securities prior to the Detachable Date.
[Prior to the Detachable Date, the Companies 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 an aggregate principal amount
not exceeding ____________ aggregate principal amount of Warrant Securities
(except as provided in Sections 1.4, 2.3(c), 3.2 and ____) may be executed by
the Companies 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 the
Companies, countersign Warrant Certificates evidencing Warrants representing
the right to purchase up to __________ principal amount of Warrant Securities
and shall deliver such Warrant Certificates to or upon the order of the
Companies. Subsequent to such 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).
SECTION 1.4. Temporary Warrant Certificate. Pending the
preparation of definitive Warrant Certificates, the Companies may execute,
and upon the order of the Companies, the Warrant Agent shall authenticate and
deliver, temporary Warrant Certificates which are printed, lithographed,
typewritten, mimeographed or otherwise produced substantially of the tenor of
the definitive Warrant Certificate in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as
the officers executing such Warrant Certificates may determine, as evidenced
by their execution of such Warrant Certificates.
If temporary Warrant Certificates are issued, the Companies will
cause definitive Warrant Certificates to be prepared without unreasonable
delay. After the preparation of definitive Warrant Certificates, the
temporary Warrant Certificates shall be exchangeable for definitive Warrant
Certificates upon surrender of the temporary Warrant Certificates at the
corporate trust office of the Warrant Agent [or _______________], without
charge to the Holder. Upon surrender for cancellation of any one or more
temporary Warrant Certificates the Companies shall execute and the Warrant
Agent shall authenticate and deliver in exchange therefor definitive Warrant
Certificates representing the same aggregate number of Warrants. Until so
exchanged, the temporary Warrant Certificates shall in all respects be
entitled to the same benefits under this Agreement as definitive Warrant
Certificates.
ARTICLE II.
WARRANT PRICE, DURATION AND
EXERCISE OF WARRANTS
SECTION 2.1. Warrant Price. During the period from ____________,
through and including ____________, the exercise price of each Warrant shall
be __________ plus [accrued amortization of the original issue discount]
[accrued interest] from ____________. During the period from __________,
through and including __________, the exercise price of each Warrant will be
__________ plus [accrued amortization of the original issue discount]
[accrued interest] from ____________. [In each case, the original issue
discount will be amortized at a ____% annual rate, computed on an annual
basis using the "interest" method and using a 360-day year consisting of
twelve 30-day months]. Such purchase price of Warrant Securities is referred
to in this Agreement as the "Warrant Price". [The original issue discount
for each __________ principal amount of Warrant Securities is ____________.]
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 City time], on ____________
[or such later date as the Companies may designate, by notice to the Warrant
Agent and the holders of Warrant Certificates mailed to their addresses as
set forth in the record books of the Warrant Agent] (the "Expiration Date").
Each Warrant not exercised at or before 5 P.M., [New York City 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 as set forth on the reverse side of the Warrant
Certificate and by paying in full, in lawful money of the United States of
America [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 five 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 [including any
applicable certifications if the Warrant Securities are issuable in bearer
form]. 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 the Companies maintained with it and shall
advise the Companies 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 the Companies in writing.
(b) The Warrant Agent shall, from time to time, as promptly as
practicable, advise the Companies and the [Trustee under the Indenture
relating to the Warrant Securities] 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 the Companies or such
Trustee shall reasonably require.
(c) As promptly as practicable after the exercise of any Warrant,
the Companies shall issue, pursuant to the Indenture, in authorized
denominations 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. If fewer than all of the Warrants evidenced by
such Warrant Certificate are exercised, the Companies 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) The Companies 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, the Companies 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 the Companies' 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 Warrant Securityholder Conferred by
Warrants or Warrant Certificates. No Warrant Certificates 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 the payment of principal of, premium, if any, or interest on Warrant
Securities or to enforce any of the covenants in the Indenture relating to
the Warrant Securities.
SECTION 3.2. Lost, Stolen, Mutilated or Destroyed Warrant
Certificates. Upon receipt by the Warrant Agent of evidence reasonably
satisfactory to it and the Companies of the Ownership of and the loss, theft,
destruction or mutilation of any Warrant Certificate and of indemnity
reasonably satisfactory to the Warrant Agent and the Companies, and, in the
case of mutilation, upon surrender thereof to the Warrant Agent for
cancellation, then, in the absence of notice to the Companies or the Warrant
Agent that such Warrant Certificate has been acquired by a bona fide
purchaser, the Companies 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, the Companies 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
the Companies, 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 Trustee,
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 the Companies
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.
SECTION 3.4. Consolidation, Merger, Sale or Conveyance. If at any
time there shall be a consolidation merger, sale or conveyance to which
Article ___ of the Indenture relating to the Warrant Securities applies, then
in any such event the successor or assuming company referred to therein shall
succeed to and be substituted for TEL or TEC, as the case may be, with the
same effect, subject to such Indenture, as if it had been named herein and in
the Warrant as TEL or TEC, as the case may be; TEL or TEC, as the case may
be, shall thereupon be relieved of any further obligation hereunder or under
the Warrants, and TEL or TEC, as the case may be, as the predecessor company
may thereupon or at any time thereafter be dissolved, wound up or liquidated.
Such successor or assuming corporation thereupon may cause to be signed, and
may issue either in its own name or in the name of TEL or TEC, as the case
may be, any or all of the Warrants issuable hereunder which theretofore shall
not have been signed by TEL or TEC, as the case may be, and may execute and
deliver Warrant Securities in its own name pursuant to such Indenture, in
fulfillment of its obligations to deliver Warrant Securities upon exercise of
the Warrants. All the Warrants so issued shall in all respects have the same
legal rank and benefit under this Agreement as the Warrants theretofore or
thereafter issued in accordance with the terms of this Agreement as though
all of such Warrants had been issued at the date of the execution hereof. In
any case of any such consolidation, merger, sale or conveyance, such changes
in phraseology and form (but not in substance) may be made in the Warrants
thereafter to be issued as may be appropriate.
The Warrant Agent may receive a written opinion of legal counsel as
conclusive evidence that any such consolidation, merger, sale or conveyance
complies with the provisions of this Section 3.4 and such Indenture.
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 Security 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 Security. Prior
to any Detachable Date, each transfer of the Offered Security 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 ________], 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 ________] 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
the Companies and the Warrant Agent.] No service charge shall be made for
any exchange [or registration of transfer] of Warrant Certificates, but the
Companies 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 the Companies, 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 the Companies, evidencing the same obligations, and
entitled to the same benefits under this Agreement, as the Warrant
Certificate surrendered for such exchange [or registration of transfer].
SECTION 4.2. Treatment of Holders of Warrant Certificates. [If
Offered Securities and Warrants are not immediately detachable -- Prior to
the Detachable Date, the Companies, the Warrant Agent and all other persons
may treat the owner of the Offered Security as the owner of the Warrant
Certificates initially attached thereto for any purpose or as the person
entitled to exercise the rights represented by the Warrants evidenced by such
Warrant Certificates, any notice to the contrary notwithstanding. After the
Detachable Date,] [if registered Warrants -- and prior to due presentment of
a Warrant Certificate for registration for registration of transfer,] the
Companies, the Warrant Agent and all other persons may treat the holder of a
Warrant Certificate as the 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
Certificates surrendered for exchange[, registration of transfer] or exercise
of the Warrants evidenced thereby shall, if surrendered to the Companies, 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 the Companies from time to
time or otherwise dispose of cancelled Warrant Certificates in a manner
satisfactory to the Companies.
ARTICLE V.
CONCERNING THE WARRANT AGENT.
SECTION 5.1. Warrant Agent. The Companies hereby appoint
__________________________ as Warrant Agent of the Companies 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 the Companies as the
Companies 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 5.2. 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 the Companies
agree and to all of which the rights hereunder of the holders from time to
time of the Warrant Certificates shall be subject:
(a) Compensation and Indemnification. The Companies agree promptly to
pay the Warrant Agent the compensation to be agreed upon with the Company 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. The Companies also agree 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) Agent for the Companies. In acting under this Warrant Agreement
and in connection with the Warrant Certificates, the Warrant Agent is acting
solely as agent of the Companies and does not assume any obligations or
relationship of agency or trust for or with any of the holders of Warrant
Certificates or beneficial owners of Warrants.
(c) Counsel. The Warrant Agent may consult with counsel satisfactory
to it, and the written 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) Documents. 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) Certain Transactions. 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 the Companies and may act on, or as depositary, trustee or agent for,
any committee or body of holders of Warrant Securities or other obligations
of the Companies as freely as if it were not the Warrant Agent hereunder.
Nothing in the Warrant Agreement shall be deemed to prevent the Warrant Agent
from acting as Trustee under any of the Indentures.
(f) No Liability for Interest. Unless otherwise agreed with the
Companies, 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) No Liability for Invalidity. The Warrant Agent shall have no
liability with respect to any invalidity of this Agreement or any of the
Warrant Certificates (except as to the Warrant Agent's countersignature
thereon).
(h) No Responsibility for Representations. 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 the Companies.
(i) No Implied Obligations. 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 the Companies of any of the Warrant
Certificates authenticated by the Warrant Agent and delivered by it to the
Companies pursuant to this Agreement or for the application by the Companies
of the proceeds of the Warrant Certificates. The Warrant Agent shall have no
duty or responsibility in case of any default by the Companies 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 hereof, to make any demand upon the
Companies.
SECTION 5.3. Resignation and Appointment of Successor. (a) The
Companies agree, for the benefit of the holders from time to time of the
Warrant Certificates, that there shall at all times be a Warrant Agent
hereunder until all the Warrants have been exercised or are no longer
exercisable.
(b) The Warrant Agent may at any time resign as such agent by
giving written notice to the Companies 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 the Companies otherwise agree. 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 the Companies and specifying
such removal and the date when it shall become effective. Such resignation
or removal shall take effect upon the appointment by the Companies, 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 the Companies
under Section 5.2(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 commence a voluntary case under the Federal
bankruptcy laws, as now or hereafter constituted, or under any other
applicable Federal or State bankruptcy, insolvency or similar law or shall
consent to the appointment of or taking possession by a receiver, custodian,
liquidator, assignee, trustee, sequestrator (or other similar official) of
the Warrant Agent or its property or affairs, or shall make an assignment for
the benefit of creditors, or shall admit in writing its inability to pay its
debts generally as they become due, or shall take corporate action in
furtherance of any such action, or a decree or order for relief by a court
having jurisdiction in the premises shall have been entered in respect of the
Warrant Agent in an involuntary case under the Federal bankruptcy laws, as
now or hereafter constituted, or any other applicable Federal or State
bankruptcy, insolvency or similar law; or a decree or order by a court having
jurisdiction in the premises shall have been entered for the appointment of a
receiver, custodian, liquidator, assignee, trustee, sequestrator (or similar
official) of the Warrant Agent or of its property or affairs, or any public
officer shall take charge or control of the Warrant Agent or of its property
or affairs for the purpose of rehabilitation, conservation, winding up or
liquidation, a successor Warrant Agent, qualified as aforesaid, shall be
appointed by the Companies 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 the Companies 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 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 be a party, or any corporation to which
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 VI.
MISCELLANEOUS
SECTION 6.1. Amendment. (a) 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 provision contained herein, or making any other
provisions with respect to matters or questions arising under this Agreement
as the Companies and the Warrant Agent may deem necessary or desirable;
provided that such action shall not affect adversely the interests of the
holders of the Warrant Certificates.
(b) The Companies and the Warrant Agent may modify or amend this
Agreement and the Warrant Certificates, with the consent of not fewer than a
majority in number of the then outstanding unexercised Warrants affected by
such modification or amendment, for any purpose; provided, however, that no
such modification or amendment that decreases or increases the Exercise
Price, shortens the period of time during which the Warrants may be exercised
or otherwise materially and adversely affects the exercise rights of the
Holders or reduces the percentage of outstanding Warrants the consent of the
holder of which is required for modification or amendment of this Agreement
or the Warrant Certificates, may be made without the consent of each holder
affected thereby.
SECTION 6.2. Notices and Demands to the Companies and Warrant
Agent. If the Warrant Agent shall receive any notice or demand addressed to
the Companies 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 the Companies.
SECTION 6.3. Addresses. Any communication from the Companies to
the Warrant Agent with respect to this Agreement shall be addressed to
____________________________________, _____________, Attention:
____________________. Any communication from the Warrant Agent to TEL with
respect to this Agreement shall be addressed to Triton Energy Limited,
Caledonian House, Xxxx Street, P.O. Box 1043, Xxxxxx Town, Grand Cayman,
Cayman Islands and any communication from the Warrant Agent to TEC with
respect to this Agreement shall be addressed to Triton Energy Corporation,
0000 Xxxxx Xxxxxxx Xxxxxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, Attention:
________________ (or such other address as shall be specified in writing by
the Warrant Agent or by the Companies).
SECTION 6.4. 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.
SECTION 6.5. Delivery of Prospectus. The Companies will furnish
to the Warrant Agent sufficient copies of a prospectus relating to the
Warrant Securities deliverable upon exercise of the 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.
The Warrant Agent shall not, by reason of any such delivery, assume any
responsibility for the accuracy or adequacy of such Prospectus.
SECTION 6.6. Obtaining of Governmental Approvals. The Companies
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), which may be or become requisite in connection with the issuance,
sale, transfer, and delivery of the Warrant Securities issued upon exercise
of the Warrant Certificates, the exercise of the Warrants, the issuance,
sale, transfer and delivery of the Warrants or upon the expiration of the
period during which the Warrants are exercisable.
SECTION 6.7. Persons Having Rights under Warrant Agreement.
Nothing in this Agreement shall give to any person other than the Companies,
the Warrant Agent and the holders of the Warrant Certificates any right,
remedy or claim under or by reason of this Agreement.
SECTION 6.8. 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 6.9. 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 6.10. 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
Certificate for inspection by it.
IN WITNESS WHEREOF, Triton Energy Limited, Triton Energy
Corporation and ______________________________ have caused this Agreement to
be signed by their respective duly authorized officers, and their respective
corporate seals to be affixed hereunto, and the same to be attested by their
respective Secretaries or one of their respective Assistant Secretaries, all
as of the day and year first above written.
TRITON ENERGY LIMITED
By _____________________
Title:
Attest:
_________________________
Title:
TRITON ENERGY CORPORATION
By _____________________
Title:
Attest:
_________________________
Title:
[WARRANT AGENT]
_________________________ By _________________________
Title: Title:
Attest:
_________________________
Title:
Exhibit A
FORM OF WARRANT CERTIFICATE
[Face of Warrant Certificate]
[Form of Legend if Offered Prior to _______________ this
Securities with Warrants which are Warrant Certificate cannot be
not immediately detachable. transferred or exchanged unless
attached to a [Title of Offered
Securities].]
[Form of Legend if Warrants are Prior to _______________, Warrants
not immediately exercisable. evidenced by this Warrant
Certificate cannot be exercised.]
EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT
AGENT AS PROVIDED HEREIN
TRITON ENERGY CORPORATION
TRITON ENERGY LIMITED
WARRANTS TO PURCHASE
[Title of Warrant Securities]
VOID AFTER 5 P.M. [NEW YORK CITY TIME], ON _______________
No. __________ __________ Warrants
This certifies that [the bearer is the] [
or registered assigns is the registered] owner of the above indicated
number of Warrants, each Warrant entitling such owner [if Offered Securities
with Warrants which are not immediately detachable -- , subject to the
[bearer] [registered owner] qualifying as a "holder" of this Warrant
Certificate, as hereinafter defined] to purchase, at any time [after 5 P.M.,
[New York City time], on _______________ and] on or before 5 P.M., [New York
City time], on _______________, __________ principal amount of joint and
several [Title of Warrant Securities] (the "Warrant Securities"), of Triton
Energy Limited ("TEL") and Triton Energy Corporation ("TEC", and together
with TEL, the "Companies"), issued and to be issued under the Indenture (as
hereinafter defined), on the following basis: during the period from
_______________, through and including _______________ the exercise price of
each Warrant will be ________ plus [accrued amortization of the original
issue discount] [accrued interest] from _______________; during the period
from _______________, through and including _______________, the exercise
price of each Warrant will be ________ plus [accrued amortization of the
original issue discount] [accrued interest] from _______________; [in each
case, the original issue discount will be amortized at a ___% annual rate,
computed on an annual basis using the "interest" method and using a 360-day
year consisting of twelve 30-day months] (the "Warrant Price"). [The
original issue discount for each ________ principal amount of Warrant
Securities is ________.] The holder may exercise the Warrants evidenced
hereby by providing certain information set forth on the back hereof,
including any applicable certifications if the Warrant Securities are
issuable in bearer form, and by paying in full in lawful money of the United
States of America [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 ____________________, or its successor 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).
The term "holder" as used herein shall mean [if Offered Securities
with Warrants which are not immediately detachable -- , prior to ____________
(the "Detachable Date"), the registered owner of the Companies' [title of
Offered Securities] to which this Warrant Certificate is initially attached,
and after such Detachable Date,] [the bearer of this Warrant Certificate]
[the person in whose name at the time this Warrant Certificate shall be
registered upon the books to be maintained by the Warrant Agent for that
purpose pursuant to Section 4.1 of the Warrant Agreement].
Any whole number of Warrants evidenced by this Warrant Certificate
may be exercised to purchase Warrant Securities in registered form in
denominations of ____________ and any integral multiples thereof. 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.
This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated as of ____________ (the "Warrant Agreement") among
TEL, TEC 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 are on file at the above-mentioned office of the
Warrant Agent [and at _______________].
The Warrant Securities to be issued and delivered upon the exercise
of the Warrants evidenced by this Warrant Certificate will be issued under
and in accordance with an indenture (the "Indenture"), dated as of [FOR
SENIOR DEBT: ________________, among TEL, TEC and The Chase Manhattan Bank]
[FOR SENIOR SUBORDINATED DEBT: _______________, among TEL, TEC and United
States Trust Company of New York] as trustee (the "Trustee"), and will be
subject to the terms and provisions contained in the Indenture. Copies of
the Indenture and the form of the Warrant Securities are on file at the
corporate trust office of the Trustee [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 Security. After such date, this] [if
Offered Securities with Warrants which are immediately detachable -- Transfer
of this] Warrant Certificate may be registered 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
limitations provided in the Warrant Agreement.] [effected by delivery and the
Companies and the Warrant Agent may treat the bearer hereof as the owner for
all purposes.]
[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
or Warrants alone -- 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 [or
____________] 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 the Warrant Securities, including, without
limitation, the right to receive payments of principal of, premium, if any,
or interest, if any, on the Warrant Securities or to enforce any of the
covenants of the Indenture.
This Warrant Certificate shall not be valid or obligatory for any
purpose until countersigned by the Warrant Agent.
Dated as of ____________, 199_.
TRITON ENERGY LIMITED
By: _____________________
Attest:
_____________________________
Countersigned:
TRITON ENERGY CORPORATION
By: _____________________
Attest:
_____________________________
Countersigned:
[WARRANT AGENT],
As Warrant Agent
By: _________________________
Authorized Signature
[Reverse of Warrant Certificate]
Instructions for Exercise of Warrant
To exercise the Warrants evidenced hereby, the holder must pay in
Dollars [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 _____________________,
[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 (certified or
registered mail is recommended) to the Warrant Agent at the appropriate
address 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 ____________
principal amount of the [Title of Warrant Securities ] (the "Warrant
Securities") of Triton Energy Limited and Triton Energy Corporation and
represents that he has tendered payment for such Warrant Securities in
Dollars [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 Triton Energy Limited and Triton Energy Corporation,
c/o _________________________, [address of Warrant Agent], in the amount of
____________ in accordance with the terms hereof. The undersigned requests
that said principal amount of Warrant Securities be 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__________________________
_______________________________ Address_______________________
(Insert Social Security or Other
Identifying Number of Holder) _______________________
[If registered Warrant -- Signature_____________________
Signature Guaranteed [If registered Warrant --
_____________________________] (Signature must conform in
all respects to name of holder
as specified on face of this
Warrant Certificate and must bear
a signature guarantee by a bank,
trust company or member broker
of the New York, Midwest or
Pacific Stock Exchanges]
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 Certificated 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) (Please insert social security
or other identifying number)
______________________________
(Address)
______________________________
(City, including zip code)
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 respects
to name of holder as specified on the
face of this Warrant Certificate and must
bear a signature guarantee by a bank,
trust company or member broker of the New
York, Midwest or Pacific Stock Exchange)
Signature Guaranteed
______________________________
Exhibit 4.9
============================================================================
TRITON ENERGY LIMITED,
TRITON ENERGY CORPORATION
and
[WARRANT AGENT]
As Warrant Agent
______________
Warrant Agreement -- Debt Securities
Dated as of , 199_
______________
============================================================================
