Transocean AQUILA limited, as Issuer, EACH OF THE GUARANTORS PARTY HERETO and TRUIST BANK, as Trustee and as Collateral Agent INDENTURE Dated as of October 11, 2023 8.0000% Senior Secured Notes due 2028Indenture • October 11th, 2023 • Transocean Ltd. • Drilling oil & gas wells • New York
INDENTURE dated as of October 11, 2023, among Transocean Aquila Limited, a Cayman Islands exempted company (the “Company”), the Guarantors (as defined herein), and TRUIST BANK, as trustee (the “Trustee”) and as Collateral Agent.
TRANSOCEAN INC., as Issuer TRANSOCEAN LTD. TRANSOCEAN HOLDINGS 1 LIMITED TRANSOCEAN HOLDINGS 2 LIMITED TRANSOCEAN HOLDINGS 3 LIMITED, as Guarantors and TRUIST BANK, as Trustee INDENTURE Dated as of April 18, 2024Indenture • April 18th, 2024 • Transocean Ltd. • Drilling oil & gas wells • New York
INDENTURE dated as of April 18, 2024, among TRANSOCEAN INC., a Cayman Islands exempted company (the “Company”), TRANSOCEAN LTD., a company organized under the laws of Switzerland (the “Parent”), the Subsidiary Guarantors (as defined herein), and TRUIST BANK, as trustee (the “Trustee”).
TRANSOCEAN LTD. SHARES, PAR VALUE CHF 0.10 PER SHARE EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • August 5th, 2022 • Transocean Ltd. • Drilling oil & gas wells • New York
This Confirmation sets forth the terms of the agreement of Morgan Stanley & Co. LLC (the “Manager”) with Transocean Ltd. (the “Company”) relating to the sale of its shares, par value CHF 0.10 per share having an aggregate gross sales price of up to $[ ], pursuant to the Equity Distribution Agreement between the Company and the Manager, dated [_______], 20[__] (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein.
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 18th, 2024 • Transocean Ltd. • Drilling oil & gas wells • New York
THIS CREDIT AGREEMENT, dated as of June 22, 2018, among TRANSOCEAN Inc., a Cayman Islands exempted company, as the borrower, the Lenders from time to time parties hereto, the Issuing Banks from time to time parties hereto, CITIBANK, N.A., as administrative agent for the Lenders (the “Administrative Agent”), CITIBANK, N.A., acting through its Agency & Trust Division, as collateral agent for the Issuing Banks and the Lenders (the Collateral Agent”), WELLS FARGO SECURITIES, LLC, as syndication agent for the Lenders (in such capacity, the “Syndication Agent”), and GOLDMAN SACHS BANK USA and DNB BANK ASA, NEW YORK BRANCH, as co-documentation agents for the Lenders (in such capacities, collectively the “Co-Documentation Agents”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • September 4th, 2018 • Transocean Ltd. • Drilling oil & gas wells • New York
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), is dated as of [], 2018, by and among Ocean Rig UDW Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), and the shareholder of Transocean Ltd., a Swiss corporation (“Parent”), listed on the signature pages hereto (the “Shareholder”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • September 4th, 2018 • Transocean Ltd. • Drilling oil & gas wells • New York
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), is dated as of [], 2018, by and among Transocean Ltd., a Swiss corporation (“Parent”), and the shareholders of Ocean Rig UDW Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), listed on the signature pages hereto (each, a “Shareholder” and collectively, the “Shareholders”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
TRANSOCEAN INC., as Issuer, TRANSOCEAN LTD., as a Guarantor, THE SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY HERETO, as Subsidiary Guarantors, AND TRUIST BANK, as Trustee INDENTURE Dated as of September 30, 2022Indenture • September 30th, 2022 • Transocean Ltd. • Drilling oil & gas wells • New York
HOLDINGS GUARANTY AGREEMENTHoldings Guaranty Agreement • December 19th, 2008 • Transocean Ltd. • New York
THIS HOLDINGS GUARANTY AGREEMENT (this “Guaranty”), dated as of December 19, 2008, made by TRANSOCEAN LTD., a Swiss corporation registered in Zug, Switzerland (the “Guarantor”) and the sole shareholder of Transocean Inc., a Cayman Islands company (the “Borrower”), in favor of (i) the banks and other financial institutions that are parties to the Credit Agreement (as hereinafter defined) and each assignee thereof becoming a “Lender” as provided therein (the “Lenders”), and (ii) Citibank, N.A., in its capacity as administrative agent (the “Administrative Agent”) under the terms of the Credit Agreement;
AGREEMENT AND PLAN OF MERGER dated as of September 3, 2018 by and among OCEAN RIG UDW INC., TRANSOCEAN LTD., TRANSOCEAN OCEANUS HOLDINGS LIMITED and TRANSOCEAN OCEANUS LIMITEDMerger Agreement • September 4th, 2018 • Transocean Ltd. • Drilling oil & gas wells • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), is entered into as of September 3, 2018, by and among Ocean Rig UDW Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), Transocean Ltd., a Swiss corporation (“Parent”), Transocean Oceanus Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly owned Subsidiary of Parent (“HoldCo”), and Transocean Oceanus Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly owned Subsidiary of HoldCo (“Merger Sub”). The Company, Parent, HoldCo and Merger Sub are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties”.
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • April 30th, 2019 • Transocean Ltd. • Drilling oil & gas wells • New York
This FIRST SUPPLEMENTAL INDENTURE, dated as of April 15, 2019 (this “Supplemental Indenture”) is among Transocean Proteus Limited (the “Company”), each of the other existing Note Parties (as defined in the Indenture referred to below) and Wells Fargo Bank, National Association, as Trustee and as Collateral Agent.
TRANSOCEAN INC., as Issuer TRANSOCEAN LTD., as Guarantor AND COMPUTERSHARE TRUST COMPANY, N.A. and COMPUTERSHARE TRUST COMPANY OF CANADA, together as Trustee INDENTURE Dated as of January 30, 2018 0.5% Exchangeable Senior Bonds due 2023Indenture • January 30th, 2018 • Transocean Ltd. • Drilling oil & gas wells • New York
INDENTURE dated as of January 30, 2018 among TRANSOCEAN INC., a Cayman Islands exempted company, as issuer (the “Company”), TRANSOCEAN LTD., a company organized under the laws of Switzerland, as guarantor (the “Guarantor”), and COMPUTERSHARE TRUST COMPANY, N.A. and COMPUTERSHARE TRUST COMPANY OF CANADA (each a “Co-Trustee” and, together, the “Trustee”).
Nomination and Standstill AgreementNomination and Standstill Agreement • November 12th, 2013 • Transocean Ltd. • Drilling oil & gas wells
This Nomination and Standstill Agreement (this “Agreement”) dated as of November 10, 2013, is by and among the persons and entities listed on Exhibit A hereto (collectively, the “Shareholders”, and individually each a “Shareholder”), Samuel Merksamer, Vincent Intrieri (each, an “Icahn Designee” and collectively, the “Icahn Designees”; in addition, the terms “Icahn Designee” and “Icahn Designees” shall include and be deemed to refer to, any “Replacement” who is an “Acceptable Person” (each as defined in Section 1.3(b) below)) and Transocean Ltd. (the “Company”).
Dear Mr. Stobart,Employment Agreement • December 23rd, 2013 • Transocean Ltd. • Drilling oil & gas wells
This employment agreement between you and Transocean Offshore Deepwater Drilling Inc. (“TODDI”) memorializes prior arrangements and the terms and conditions of your existing employment arrangement with Transocean (dated June 22, 2012), as amended herein (the “Revised Agreement”). All references in this Revised Agreement to “Transocean” or “Company” shall mean Transocean Ltd. and its affiliates.
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 23rd, 2016 • Transocean Ltd. • Drilling oil & gas wells
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of November 21, 2016, to the Agreement and Plan of Merger, dated as of July 31, 2016 (the “Original Agreement”), is by and among Transocean Ltd., a Swiss corporation (“Parent”), Transocean Partners LLC, a Marshall Islands limited liability company (“Company”), Transocean Partners Holdings Limited, a Cayman Islands exempted company and an indirect, wholly owned subsidiary of Parent (“Holdings”), and TPHL Holdings LLC, a Marshall Islands limited liability company and a direct, wholly owned subsidiary of Holdings (“Merger Sub”).
Amendment No. 2 to Transaction AgreementTransaction Agreement • December 20th, 2017 • Transocean Ltd. • Drilling oil & gas wells
Transocean Inc., Transocean Ltd. and Songa Offshore are hereinafter sometimes referred to collectively as the “Parties”, and individually as a “Party”.
HOLDINGS GUARANTY AGREEMENTHoldings Guaranty Agreement • November 4th, 2011 • Transocean Ltd. • Drilling oil & gas wells • New York
THIS HOLDINGS GUARANTY AGREEMENT (this “Guaranty”), dated as of November 1, 2011, made by TRANSOCEAN LTD., a Swiss corporation registered in Zug, Switzerland (the “Guarantor”) and the sole shareholder of Transocean Inc., a Cayman Islands company (the “Borrower”), in favor of (i) the banks and other financial institutions that are parties to the Credit Agreement (as hereinafter defined) and each assignee thereof becoming a “Lender” as provided therein (the “Lenders”), (ii) JPMorgan Chase Bank, N.A., in its capacity as administrative agent (the “Administrative Agent”) under the terms of the Credit Agreement, and (iii) the Issuing Banks (as such terms are defined in the Credit Agreement) under the terms of the Credit Agreement (the Lenders, the Administrative Agent and the Issuing Banks being collectively referred to herein as the “Guaranteed Parties”);
TRANSOCEAN OFFSHORE DEEPWATER DRILLING INC. 4 GREENWAY PLAZA (77046) May 27, 2015 POST OFFICE BOX 2765 HOUSTON, TEXAS 77252-2765Employment Agreement • May 27th, 2015 • Transocean Ltd. • Drilling oil & gas wells
On behalf of Transocean Offshore Deepwater Drilling Inc. (“TODDI”), it is our pleasure to offer you a position as Executive Vice President and Chief Financial Officer of Transocean Ltd. on the terms and conditions set forth in this employment agreement (the “Agreement”), subject to the Pre-Employment Conditions (as defined below). All references in this Agreement to “Transocean” or “Company” shall mean Transocean Ltd. and its affiliates.
Dated 5 June 2021 JURONG SHIPYARD PTE LTD as Lender and TRANSOCEAN OFFSHORE DEEPWATER HOLDINGS LIMITED as Owner CREDIT AGREEMENT in respect of the sale and purchase of one new build drillship bearing hull number 11-1116Credit Agreement • August 3rd, 2021 • Transocean Ltd. • Drilling oil & gas wells • England and Wales
August 23, 2016 Mr. Mark Mey Dear Mr. Mey,Employment Agreement • November 2nd, 2016 • Transocean Ltd. • Drilling oil & gas wells
This employment agreement (the “Agreement”) between you and Transocean Offshore Deepwater Drilling Inc. (“TODDI”) supersedes all prior arrangements and the terms and conditions of your existing employment agreement with you and TODDI dated May 27, 2015. All references in this Agreement to “Transocean” or “Company” shall mean Transocean Ltd. and its affiliates.
CONFIDENTIAL SETTLEMENT AGREEMENT, MUTUAL RELEASES AND AGREEMENT TO INDEMNIFYSettlement Agreement • August 5th, 2015 • Transocean Ltd. • Drilling oil & gas wells
This Confidential Settlement Agreement, Mutual Releases and Agreement to Indemnify ("Agreement") is entered into this 20th day of May 2015 (the "Effective Date"), by BP Exploration & Production Inc. and BP America Production Co. (collectively "BP") and Transocean Offshore Deepwater Drilling Inc., Transocean Deepwater Inc., Transocean Holdings LLC, and Triton Asset Leasing GmbH (collectively "Transocean"). Where applicable, BP and Transocean will be referred to collectively as the "Parties" and individually as a "Party."
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 27th, 2014 • Transocean Ltd. • Drilling oil & gas wells • New York
FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”) dated as of December 16, 2013, TRITON NAUTILUS ASSET LEASING GMBH, a Swiss limited liability company (the “Borrower”), the lenders from time to time party hereto (each a “Lender” and, collectively, the “Lenders”), DNB BANK ASA, as Administrative Agent and Collateral Agent, WELLS FARGO BANK, N.A., as syndication agent for the Lenders (in such capacity, the “Syndication Agent”), and BANK OF AMERICA, N.A., THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., BARCLAYS BANK PLC, CITIBANK, N.A., LONDON BRANCH, JPMORGAN CHASE BANK, N.A. and STANDARD CHARTERED BANK, as co-documentation agents for the Lenders (in such capacity, collectively, the “Co-Documentation Agents”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided to such terms in the Credit Agreement referred to below.
IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF LOUISIANACooperation Guilty Plea Agreement • January 3rd, 2013 • Transocean Ltd. • Drilling oil & gas wells
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • May 1st, 2018 • Transocean Ltd. • Drilling oil & gas wells
FIRST SUPPLEMENTAL INDENTURE dated as of March 28, 2018, to the Indenture, dated as of January 30, 2018, among TRANSOCEAN INC., a Cayman Islands exempted company, as issuer (the “Company”), TRANSOCEAN LTD., a company organized under the laws of Switzerland, as guarantor (the “Guarantor”), and COMPUTERSHARE TRUST COMPANY, N.A. and COMPUTERSHARE TRUST COMPANY OF CANADA (each a “Co-Trustee” and, together, the “Trustee”).
INCREASE OF COMMITMENTS AND THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 18th, 2020 • Transocean Ltd. • Drilling oil & gas wells • New York
This INCREASE OF COMMITMENTS AND THIRD AMENDMENT TO CREDIT AGREEMENT (this “Increase and Amendment Agreement”) dated as of December 23, 2019, is among TRANSOCEAN INC., a Cayman Islands exempted company (the “Borrower”), CITIBANK, N.A., as administrative agent for the Lenders (as defined below) under the Credit Agreement (the “Administrative Agent”), each Increasing Lender (as defined below), the other Lenders party hereto, each Issuing Bank (as defined in the Credit Agreement) and, solely for purposes of Sections 4 through 13 hereof, Transocean Ltd., a Swiss corporation (“Holdings”), each other Guarantor (as defined in the Credit Agreement described below) party hereto and each other Transaction Party (as defined in the Credit Agreement) party hereto.
February 11, 2011Consulting Agreement • February 14th, 2011 • Transocean Ltd. • Drilling oil & gas wells • Texas
In accordance with the Secondment Agreement between Transocean Offshore Deepwater Drilling Inc. (“TODDI”), and Transocean Management Ltd. (the “Company”), you have notified the Company that you have elected to terminate your employment as of August 31, 2011. TODDI desires to secure your services in a consulting capacity following your termination of employment, and you have agreed to provide these services. In connection therewith, the Company, TODDI and you agree to the terms of this agreement (“Agreement”) as set forth below. All references in this Agreement to “Transocean” shall mean the Company, TODDI and Transocean Ltd.
May 20, 2024 Mr. R. Thaddeus Vayda Transocean Houston, Texas 77077 Dear Mr. Vayda:Employment Agreement • May 22nd, 2024 • Transocean Ltd. • Drilling oil & gas wells
This employment agreement (the “Agreement”) between you and Transocean Offshore Deepwater Drilling Inc. (“TODDI”) supersedes all prior arrangements with TODDI. All references in this Agreement to “Transocean” or “Company” shall mean Transocean Ltd. and its affiliates.
SUPPLEMENTAL INDENTURESupplemental Indenture • December 1st, 2020 • Transocean Ltd. • Drilling oil & gas wells • New York
This SUPPLEMENTAL INDENTURE, dated as of November 30, 2020 (this “Supplemental Indenture”) is among (i) Transocean Inc., (the “Company”), (ii) Transocean Asset Holdings 1 Limited, a Cayman Islands exempted company (“Transocean Asset Holdings 1”), Transocean Asset Holdings 2 Limited, a Cayman Islands exempted company (“Transocean Asset Holdings 2”), and Transocean Asset Holdings 3 Limited, a Cayman Islands exempted company (“Transocean Asset Holdings 3”) (collectively, the “Additional Guarantors” and each, an “Additional Guarantor”), each of which is an indirect subsidiary of Transocean Inc., (iii) each of the other existing Guarantors (as defined in the Indenture referred to below) and (iv) Wells Fargo Bank, National Association, as Trustee.
SUPPLEMENTAL INDENTURESupplemental Indenture • December 1st, 2020 • Transocean Ltd. • Drilling oil & gas wells • New York
This SUPPLEMENTAL INDENTURE, dated as of November 30, 2020 (this “Supplemental Indenture”) is among (i) Transocean Inc., (the “Company”), (ii) Transocean Asset Holdings 1 Limited, a Cayman Islands exempted company (“Transocean Asset Holdings 1”), Transocean Asset Holdings 2 Limited, a Cayman Islands exempted company (“Transocean Asset Holdings 2”), and Transocean Asset Holdings 3 Limited, a Cayman Islands exempted company (“Transocean Asset Holdings 3”) (collectively, the “Additional Guarantors” and each, an “Additional Guarantor”), each of which is an indirect subsidiary of Transocean Inc., (iii) each of the other existing Guarantors (as defined in the Indenture referred to below) and (iv) Wells Fargo Bank, National Association, as Trustee.
SIXTH SUPPLEMENTAL INDENTURE among TRANSOCEAN INC. as Issuer TRANSOCEAN LTD. as Guarantor and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee September 13, 2011Supplemental Indenture • September 13th, 2012 • Transocean Ltd. • Drilling oil & gas wells • New York
IN WITNESS WHEREOF, Transocean Ltd. has caused this Notation of Guarantee to be duly executed as of the date first above written.
Arnaud Bobillier 14, Route de Malagny SWITZERLAND Dear Arnaud:Employment Agreement • November 23rd, 2011 • Transocean Ltd. • Drilling oil & gas wells
Transocean Management Ltd. desires to secure your continued employment through June 30, 2012, and you have agreed to provide these services. In connection therewith, Transocean Management Ltd. and you agree to the terms of this agreement (“Agreement”) as set forth below. All references in this Agreement to “Transocean” shall mean Transocean Management Ltd., its parent, subsidiaries, affiliates and related entities.
ContractEquity Distribution Agreement • August 5th, 2022 • Transocean Ltd. • Drilling oil & gas wells
To:Transocean Ltd.Turmstrasse 30 CH-6312 SteinhausenSwitzerland Homburger AGPrime TowerHardstrasse 201CH-8005 Zürichhomburger.ch T +41 43 222 10 00
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 2nd, 2012 • Transocean Ltd. • Drilling oil & gas wells
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is entered into by and among Transocean Ltd., a Swiss corporation, Transocean Offshore Deepwater Drilling Inc. (“TODDI”) and Transocean Management Ltd. (collectively, the “Company”) and Gregory L. Cauthen (“Executive”), effective as of June 30, 2012.
EMPLOYMENT AGREEMENTEmployment Agreement • January 10th, 2012 • Transocean Ltd. • Drilling oil & gas wells • Texas
THIS AGREEMENT (the “Agreement”) is entered into by and among Transocean Ltd., a Swiss corporation (“Transocean”), Transocean Offshore Deepwater Drilling Inc. (“TODDI”), and Transocean Management Ltd. (“Transocean Management”) (collectively, the “Company”), and Gregory L. Cauthen (the “Executive”), effective as of January 9, 2012.
March 2, 2012 Mr. Robert Shaw Dear Rob:Termination Agreement • May 2nd, 2012 • Transocean Ltd. • Drilling oil & gas wells • Texas
This letter agreement (the “Agreement”) states the terms and conditions applicable to the termination of your employment with Transocean. All references in this Agreement to “Transocean” shall mean Transocean Offshore Deepwater Drilling, Inc. (“TODDI”), its parent, subsidiaries, affiliates and related entities.
GUARANTEEGuarantee • December 19th, 2008 • Transocean Ltd.
The Guarantor, for value received, hereby agrees as follows for the benefit of the holders from time to time of the Notes hereinafter described:
