Transocean Ltd. Transocean Ltd. xxxxxx accepts and agrees to be bound by any obligations arising out of Sections 5(b) and 5(d) of this Agreement and further accepts and agrees to be bound by any of the provisions of this Agreement in which reference is made to “Transocean Ltd.” or “Transocean” or “Company”; and you agree that Transocean Ltd. shall be entitled to enforce any and all rights afforded to Transocean or the Company under this Agreement. Please confirm your understanding and acceptance of the above terms and conditions by signing and returning to us a copy of this Agreement. Sincerely, Transocean Offshore Deepwater Drilling Inc. /s/ Xxxxxx X. Xxxxxxx May 27, 2015 Xxxxxx X. Xxxxxxx Date Vice President, Human Resources Accepted and Agreed: /s/ Xxxx Xxx May 23, 2015 Xxxx Xxx Date Accepted and Agreed pursuant to Section 24 of this Agreement: Transocean Ltd. /s/ Xxxxxx X. Xxxxxxx May 26, 2015 Xxxxxx X. Xxxxxxx Date President and Chief Executive Officer Transocean Ltd. /s/ Xxxx Xxxxxxxx May 26, 2015 Xxxx Xxxxxxxx Date Senior Vice President and General Counsel Transocean Ltd.
Transocean Ltd. Transocean Ltd. hereby accepts and agrees to be bound by any obligations arising out of Sections 4(b) and 4(c) of this Revised Agreement and further accepts and agrees to be bound by any of the provisions of this Revised Agreement in which reference is made to “Transocean Ltd.” or “Transocean” or “Company”; and you agree that Transocean Ltd. shall be entitled to enforce any and all rights afforded to Transocean or the Company under this Revised Agreement. Please confirm your understanding and acceptance of the above terms and conditions by signing and returning to us a copy of this Revised Agreement. Sincerely, Transocean Offshore Deepwater Drilling Inc. Date: December 20, 2013 /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Director /s/ Xxxxx Tonnel Xxxxx Tonnel Director Accepted and Agreed: Date: December 20, 2013 /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx Accepted and Agreed pursuant to Section 23 of this Revised Agreement: Transocean Ltd. Date: December 20, 2013 /s/ Xxxx X. Xxxx Xxxx X. Xxxx
Transocean Ltd s/ Xxx Xxxxxxxx Date: March 31, 2015 Xxx Xxxxxxxx Interim Chief Executive Officer /s/ Xxxx Xxxxxxxx Date: March 31, 2015 Xxxx Xxxxxxxx Senior Vice President and General Counsel TRANSOCEAN OFFSHORE DEEPWATER DRILLING INC. /s/ Xxxxxx Xxxxxxx Date: March 31, 2015 Xxxxxx Xxxxxxx Vice President, Human Resources ACCEPTANCE OF AGREEMENT BY EMPLOYEE I hereby accept this Agreement and agree to be bound by the terms and conditions stated in it. Accepted this 31 day of March, 2015. /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx ANNEX 1 WAIVER AND RELEASE FROM LIABILITY
Transocean Ltd and Songa Offshore have discussed and agreed, on the terms and conditions set out herein, to seek to complete a business combination (the "Combination"), to be effected by Transocean Ltd. and Transocean Inc. or another wholly owned direct or indirect subsidiary of Transocean Ltd. (such company or companies, the “Offeror”) making a recommended public voluntary exchange offer for all the issued and outstanding shares (including ordinary shares, restricted shares and shares of any other class) of Songa Offshore (the “Songa Shares”) on such terms and conditions set out in Clause 2 and Appendix 1 attached to this Agreement (the “Offer”). Subject to the terms and conditions set forth herein (including the Appendices hereto), the Offeror will further make an offer to acquire the issued and outstanding Bonds (as defined below) issued by Songa Offshore as set out in Clause 2.19 and terminate, on behalf of Songa Offshore, the Loan (as defined below) in the manner and pursuant to the terms as set out in Clause 2.20.
Transocean Ltd shall prepare and file a preliminary and definitive proxy statement with the SEC (the “Proxy Statement”) in advance of, and publish the Swiss law invitation to, the Transocean Ltd. Meeting at which the shareholders of Transocean Ltd. shall vote on (i) the issuance of the Consideration Shares in an ordinary share capital increase for purpose of acquiring the Songa Shares and (ii) the creation of additional authorized share capital of Transocean Ltd. pursuant to which Transocean Ltd.’s board of directors is authorized to issue new registered shares of Transocean Ltd., at par value CHF 0.10 each, in connection with a mandatory offer or compulsory acquisition (if any) following the completion of the Offer, in each case with the necessary majority under Swiss law and Transocean Ltd.’s Articles of Association, (iii) the election of the Perestroika Designee to serve as directors on the Transocean Ltd. board of directors, and (iv) the issuance of the Consideration Shares and the Consideration CBs in connection with the Offer, Bond Offer and the Loan Exchange pursuant to the rules of the NYSE (the “Proxy Proposals”). Such approvals of the Proxy Proposals by Transocean Ltd. shareholders are referred to in this Agreement as the “Transocean Ltd. Shareholder Approvals.” Transocean Ltd. shall use commercially reasonable efforts to ensure that such Proxy Statement and other filings required to obtain the Transocean Ltd. Shareholder Approvals are prepared and filed. Subject to the other provisions of this Agreement, Offeror shall (a) take all action reasonably necessary in accordance with applicable law and its applicable organizational documents to duly call, give notice of, convene and hold a meeting of its shareholders as promptly as reasonably practicable after the Proxy Statement is cleared by the SEC, for the purpose of obtaining the Transocean Ltd. Shareholder Approvals at the Transocean Ltd. Meeting, and (b) use commercially reasonable efforts to solicit and obtain the Transocean Ltd. Shareholder Approvals as promptly as reasonably practicable. Transocean Ltd. shall, through Transocean Ltd.’s board of directors, recommend that Transocean Ltd.’s shareholders approve the Transocean Ltd. Shareholder Approvals (the “Transocean Board Recommendation”) and include such Transocean Board Recommendation in the Proxy Statement. The Transocean Board Recommendation shall not be withdrawn or modified by Transocean Ltd.’s board of directors unless this Agreement is terminated by...
Transocean Ltd has been duly organized and is validly existing as a corporation, duly registered and validly existing under the laws of Switzerland and has all corporate power and authority to own, lease and operate its properties and to conduct its business as presently conducted. Transocean Inc. has been duly organized and is validly existing as a Cayman Islands Exempted Company, duly registered and validly existing under the laws of the Cayman Islands and has corporate power and authority to own, lease and operate its properties and to conduct its business as presently conducted.
Transocean Ltd s general meeting of shareholders shall have approved the (i) issuance of the Consideration Shares, (ii) the creation of authorized share capital for the board of directors of Transocean Ltd. to be authorized to issue registered shares of
Transocean Ltd. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Corporate Secretary TRANSOCEAN OCEANUS HOLDINGS LIMITED By: /s/ C. Xxxxxxx XxXxxxx Name: C. Xxxxxxx XxXxxxx Title: President TRANSOCEAN OCEANUS LIMITED By: /s/ C. Xxxxxxx XxXxxxx Name: C. Xxxxxxx XxXxxxx Title: President
Transocean Ltd. FOURTH SUPPLEMENTAL INDENTURE THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of September 21, 2010 (the “Fourth Supplemental Indenture”), between Transocean Inc., a Cayman Islands exempted company limited by shares (the “Company”), Transocean Ltd., a Swiss corporation (the “Guarantor”), and Xxxxx Fargo Bank, National Association (the “Trustee”).
Transocean Ltd as Guarantor By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Corporate Secretary TRANSOCEAN PHOENIX 2 LIMITED, as Guarantor By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: President TRITON CAPITAL II GMBH, as Guarantor By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Managing Director TRANSOCEAN PROTEUS LIMITED, as Guarantor By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: President Signature page to the Indenture TRITON CAPITAL I GMBH, as Guarantor By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Managing Director TRANSOCEAN GUARDIAN LIMITED, as Guarantor By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: President TRANSOCEAN ENABLER LIMITED, as Guarantor By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Director TRANSOCEAN ENCOURAGE LIMITED, as Guarantor By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Director Signature page to the Indenture TRANSOCEAN PONTUS LIMITED, as Guarantor By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: President TRITON GEMINI GMBH, as Guarantor By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Managing Director TRUIST BANK, as Trustee and as Collateral Agent
