EXECUTION VERSION DATED 2018 MERMAID INTERNATIONAL VENTURES MERMAID MARITIME PUBLIC COMPANY LIMITED SEADRILL LIMITED and ASIA OFFSHORE DRILLING LIMITED __________________________________________ TRANSACTION SUPPORT AGREEMENT...
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EXECUTION VERSION DATED 2018 MERMAID INTERNATIONAL VENTURES MERMAID MARITIME PUBLIC COMPANY LIMITED SEADRILL LIMITED and ASIA OFFSHORE DRILLING LIMITED __________________________________________ TRANSACTION SUPPORT AGREEMENT __________________________________________ 551054107
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CONTENTS Page 1. Interpretation 5 2. Effectiveness of this Agreement 12 3. New Seadrill Accession Notice 11 4. RigCo Accession Notice 12 5. Mermaid Parent Undertaking 13 6. Chapter 11 Filing 13 7. Undertakings 13 8. Put Option and Call Option 16 9. Valuation of Mermaid AOD Shares 19 10. Amendments to terms 20 11. Releases 20 12. Other rights 21 13. Representations, Warranties and Covenants 21 14. Information updates 21 15. Termination 22 16. Remedies and Waivers 22 17. Entire Agreement 22 18. Notices 23 19. Language 25 20. Costs and Expenses 25 21. Execution of Agreement 25 22. Invalidity 25 23. Permitted Disclosures 25
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24. Third Parties and Assignment 26 25. Specific Performance 26 26. Governing law and Jurisdiction 26 SCHEDULES Schedule 1 (Term Sheet) 29 Schedule 2 (Put Option Notice and Call Option Notice) 35 Schedule 3 (RSA) 37 Schedule 4 (Valuation Principles) 592 Schedule 5 (Form of RigCo Accession Notice) 597 Schedule 6 (Form of New Seadrill Accession Notice) 598
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THIS AGREEMENT is made on 2018 AMONG: 1. MERMAID INTERNATIONAL VENTURES, a company incorporated under the laws of the Cayman Islands, whose principal office is at Xxxxxxx Xxxxx, 00 Xxxx Xxxxxx, P.O. Box 1350, Grand Cayman KY1-1108, Cayman Islands (“Mermaid”); 2. MERMAID MARITIME PUBLIC COMPANY LIMITED, a company incorporated under the laws of the Kingdom of Thailand, with registered number 0107550000017 and whose principal office is at 26/28-29, Orakarn Building, 9th Floor, Soi Chidlom, Ploenchit Road, Lumpinee, Pathumwan, Xxxxxxx 00000, Xxxxxxxx (“Mermaid Parent”); 3. SEADRILL LIMITED, a company incorporated under the laws of Bermuda, with organization number 36832 and whose principal office is at Xxx-xx-Xxxxx Xxxxx, 0xx Xxxxx, 14 Par-la-Ville Road, Xxxxxxxx, XX 08 Bermuda (“Seadrill Limited”); and 4. ASIA OFFSHORE DRILLING LIMITED, a company incorporated under the laws of Bermuda, with organization number 44712 and whose principal office is at Xxx-xx-Xxxxx Xxxxx, 0xx Xxxxx, 14 Par-la-Ville Road, Xxxxxxxx, XX 08 Bermuda (“AOD”), each a “Party” and together the “Parties”. BACKGROUND: (A) Seadrill is undertaking a restructuring and recapitalisation in respect of the Seadrill group’s capital structure, as contemplated in the RSA (defined below). (B) Seadrill, amongst others, is a party to the RSA. It is anticipated that AOD will become a party to the RSA on or around the date of this Agreement. (C) As part of the restructuring, it is anticipated that certain amendments will be made in relation to the US$360,000,000 senior secured credit facility agreement originally dated 9 April 2013 between, amongst others, Asia Offshore Rig 1 Limited (“AOD 1”), Asia Offshore Rig 2 Limited (“AOD 2”) and Asia Offshore Rig 3 Limited (“AOD 3)” and together with AOD 1 and AOD 2, the “AOD Subsidiaries”) as borrowers and ABN AMRO Bank N.V. as agent, as summarised in the Term Sheet and the RSA Term Sheets (as defined below). (D) It is anticipated that Seadrill will transfer its shareholding in AOD to a new holding company (“RigCo”), which will be a wholly-owned Subsidiary of an intermediate holding company (“IHCo”). IHCo will be a wholly-owned Subsidiary of Seadrill. (E) It is also anticipated that certain amendments will need to be made to, amongst other documents, the AOD Shareholders’ Agreement (as defined below) and the AOD Bye- Laws (as defined below) in order to implement and give effect to the transactions contemplated in the Term Sheet.
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registration. “Business Day” means a day that is not a Saturday, a Sunday or a national public holiday in Bangkok, London or Oslo. “Calculated Share Price” means the amount determined by multiplying (a) the Fair Market Value by (b) a number, the numerator of which equals the number of shares in AOD held by Mermaid and the denominator of which equals the total number of shares of AOD issued and outstanding. “Call Option Period” means, subject to Clause 8.6, the six month period commencing on 1 October 2020 and ending on 31 March 2021. “Cause of Action” means any action, Claim, cause of action, controversy, demand, right, action, charge against or interest in property to secure payment of a debt or performance of an obligation, indemnity, guaranty, suit, obligation, liability, damage, judgment, account, defense, offset, power, privilege, license, and franchise of any kind or character whatsoever, whether known, unknown, contingent or noncontingent, matured or unmatured, suspected or unsuspected, liquidated or unliquidated, disputed or undisputed, secured or unsecured, assertable directly or derivatively, in contract or in tort, in law or in equity, or pursuant to any other theory of law. “Ceiling Price” means US$125,000,000. “Chapter 11” means title 11 of the United States Code, 11 U.S.C. §§ 101–1532. “Chapter 11 Cases” means the procedurally consolidated Chapter 11 cases pending for Seadrill and certain of the Subsidiaries of Seadrill in the United States Bankruptcy Court for the Southern District of Texas, Victoria Division (or such other court having jurisdiction over the Chapter 11 Cases) pursuant to the Order (i) Directing Joint Administration of Chapter 11 Cases and (ii) Granting Related Relief Docket No. 40. “Claim” means (i) a right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured and calculated together with all applicable accrued
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interest, fees and commission due, owing or incurred from time to time by any Party or (ii) a right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured, or unsecured. For the avoidance of doubt, the definition of Claim as defined in this Agreement is no less broad than the definition of claim as defined in section 101(5) of title 11 of the United States Code. “Completion” means a date, which shall be agreed between RigCo and Mermaid (but which shall be no later than 15 calendar days after the Option Exercise Date) as the date on which RigCo and Mermaid take each action set out in Clause 8.14 in connection with the sale and purchase of the Mermaid AOD Shares. “Contingent Liability” means any contingent liability which is: (A) noted in AOD’s audited financial statements; or (B) as determined by an Expert, in each case above, in accordance with accounting standards, and principally in accordance with ASC 450 of the U.S. GAAP and which is considered owed to a third party pursuant to a valid court order or valid legal action undertaken or made by that third party and not owed to RigCo or Mermaid, or to any Affiliate of RigCo or Mermaid or to the shareholders of any such Affiliate. “Corporate Management means the corporate management agreement Agreement” originally entered into between AOD and Mermaid on 30 November 2010, and novated to different parties, most recently to the AOD Subsidiaries, Seadrill Management UK Ltd and Seadrill Management AME Ltd, and as amended supplemented or restated by this Agreement or otherwise. “Corporate Management means the daily corporate management fee for day- Fees” to-day corporate management of AOD and its Subsidiaries as further described in Schedule 1 of the Corporate Management Agreement.
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“Encumbrance” means any mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of pre-emption, third party right or interest, other encumbrance or security interest of any kind, and any other type of preferential arrangement (including, without limitation, title transfer and retention arrangements) having a similar effect. “Expert” means the Copenhagen office or branch of one of the following accounting firms: (A) Deloitte Touche Tohmatsu Limited; (B) Ernst & Young; (C) PricewaterhouseCoopers; or (D) KPMG. “Fair Market Value” means: (A) the value agreed between the Parties pursuant to Clause 9.1; or (B) the value determined by the Expert in accordance with the Valuation Principles. “Floor Price” means US$75,000,000. “Holding Company” means a person from time to time which: (A) has direct or indirect control of another person; or (B) owns directly or indirectly more than fifty per cent (50%) (votes and/or capital) of another person. “Mermaid AOD Shares” means all the shares in AOD legally and beneficially owned by Mermaid or a Subsidiary of Mermaid. “New Seadrill” means a company to be incorporated under the laws of Bermuda and whose principal office will be at Par- la-Ville Place, 4th Floor, 14 Par-la-Ville Road, Xxxxxxxx, XX 08 Bermuda. “New Seadrill Accession means the accession notice substantially in the form Notice” as set out in Schedule 6 (Form of New Seadrill Accession Notice) or any other form agreed between
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the Parties. “NYSE” means the New York Stock Exchange. “Option Exercise Date” means the date on which (as applicable) RigCo and Seadrill receive an Option Notice in respect of the Put Option or Mermaid receives an Option Notice in respect of the Call Option. “Option Notice” means a notice in the form set out in Schedule 2 in relation to the exercise of (as applicable) the Put Option or the Call Option under the terms of this Agreement. “OSE” means the Oslo Stock Exchange. “Other Net Assets” means all of AOD’s assets and property other than the Rigs, minus all liabilities and also taking into consideration Contingent Liabilities. “Put Option Period” means, subject to Clause 8.4, the 12 month period commencing on 1 October 2019 and ending on 30 September 2020. “Restructuring Fees” means the restructuring fees incurred by Seadrill and members of the Seadrill group in connection with the Restructuring Transactions, as defined in the RSA. “Rig Management Fees” means the daily management fee per rig for the operation of each of the xxxx-up rigs AOD I, AOD II and AOD III as set out in the applicable rig management agreements pursuant to Clause 3.2 of the Corporate Management Agreement. “RigCo Accession Notice” means the accession notice substantially in the form as set out in Schedule 5 (Form of RigCo Accession Notice) or any other form agreed between the Parties. “Rigs” means the three (3) KFELS Mod V-B Class mobile offshore drilling units owned and operated by AOD or the AOD Subsidiaries, such Rigs being AOD I, AOD II and AOD III respectively. “Rigs Market Value” means the value of the Rigs as determined in accordance with Schedule 4 (Valuation Principles). “RSA” means the restructuring support and lock-up agreement dated 12 September 2017 entered into between, amongst others, Seadrill, certain of
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Seadrill’s direct and indirect Subsidiaries and certain of Seadrill’s stakeholders in substantially the same form as set out in Schedule 3 (RSA). “RSA Term Sheets” means the term sheets set out at Exhibit A to the RSA. “Scheme of Arrangement” means a creditor scheme of arrangement under: (A) Part 26 of the Companies Act 2006 (United Kingdom); (B) Section 99 of the Companies Xxx 0000 (Bermuda); or (C) the Laws of any other relevant jurisdiction, as determined by the Parties, with respect to the AOD Facility Agreement. “Seadrill” means Seadrill Limited until the Restructuring Effective Date as defined in the RSA at which point references to Seadrill shall mean New Seadrill. “Seadrill Debtors” means Seadrill and the Subsidiaries of Seadrill in respect of which the Chapter 11 Cases were commenced. “SIAC Rules” means the Arbitration Rules of the Singapore International Arbitration Centre in effect from time to time. “Subsidiary” means an entity from time to time of which a person: (A) has direct or indirect control; or (B) owns directly or indirectly more than fifty per cent (50%) (votes and/or capital). “Term Sheet” means the Term Sheet set out in Schedule 1 (Term Sheet). “Transaction Documents” means all agreements and other documents necessary or desirable to implement or give effect to the AOD Transactions. “Valuation Notice” means a notice served by Mermaid or RigCo (as applicable), requesting a valuation of the Mermaid AOD Shares in accordance with Clause 9 and the
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Valuation Principles. “Valuation Principles” means the valuation principles set out in Schedule 4 (Valuation Principles). “Valuer” means either: (A) an internationally recognised independent valuation expert or appraiser with at least ten (10) years of experience in or relating to the offshore drilling rig industry, including experience during the five (5) years immediately preceding a proposed appointment hereunder, in valuing rigs similar to the Rigs, and who is capable of providing a professional independent valuation in respect of the Rigs Market Value; or (B) a rig brokerage firm with industry-recognized key employees with at least ten (10) years of experience in or relating to the offshore drilling rig industry, including experience during the five (5) years immediately preceding a proposed appointment hereunder, in valuing rigs similar to the Rigs, and which is capable of providing a professional independent valuation in respect of the Rigs Market Value; or (C) a valuer that may not meet the aforesaid qualifications but is mutually agreed by Mermaid and RigCo. “Valuer’s Report” means the report issued by a Valuer setting out their valuation of the Rigs in accordance with Schedule 4 (Valuation Principles). 1.2 In this Agreement, unless otherwise specified: (A) references to clauses and Schedules are to clauses of, and Schedules to, this Agreement; (B) in the appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, feminine and the neuter gender; (C) capitalised terms defined only in the plural or singular form shall nonetheless have their defined meanings when used in the opposite form;
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(iii) implement and give effect to the contemplated rights and obligations of AOD to make loans to the shareholders of AOD as set out in section 3 (AOD Participation in Cross-Collateralisation and Cash Pooling) of the Term Sheet and to call for repayment of such loans on a pro rata basis as set out in section 3 (AOD Participation in Cross-Collateralisation and Cash Pooling) of the Term Sheet; and (C) implement and give effect to: (i) the obligations of each shareholder of AOD to repay any loan made by AOD to it (as referred to in Clause 7.1(B)(iii) above and as set out in section 3 (AOD Participation in Cross-Collateralisation and Cash Pooling) of the Term Sheet); and (ii) implement and give effect to the contemplated rights and obligations of each director of AOD appointed by Mermaid or by RigCo with regards to consents and approvals concerning the making of loans to Mermaid and/or to RigCo and/or the borrowing of loan amounts from RigCo by AOD or its Subsidiaries, and provided that Seadrill and Mermaid shall first discuss in good faith the precise form of such amendments and that all amendments to the AOD Shareholders’ Agreement and the AOD Bye-Laws shall be subject to the express consent and approval of Seadrill and Mermaid; (D) take all actions and exercise all rights and powers available to it (including any rights or powers it has as a shareholder) in order to make such amendments to: (i) bye-law 49 in the AOD Bye-Laws (a) to enable the AOD Transactions to be implemented, consummated and carried out without requiring any further resolutions, vote or approvals (whether of the directors or shareholders of AOD or otherwise) and (b) so that bye-law 49 applies only where the relevant actions, transactions or arrangements involve AOD and/or its Subsidiaries; and (ii) bye-law 51 in the AOD Bye-Laws so that bye-law 51 does not apply to loans made by AOD to its shareholders or to any of the AOD Transactions, and provided that Seadrill and Mermaid shall first discuss in good faith the precise form of such amendments and that all amendments to the AOD Bye- Laws shall be subject to the express consent and approval of Seadrill and Mermaid; (E) negotiate in good faith and consult with each other Party, any relevant third party and their respective advisers to agree and finalise the Transaction Documents in a timely manner in a form which is consistent in all material respects with the Term Sheet and this Agreement and satisfactory to each of Seadrill, Mermaid and AOD (acting reasonably); and
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(F) use commercially reasonable efforts to execute and deliver in a timely manner those Transaction Documents to which it will be a party, in each case, provided that such action is consistent in all material respects with the terms of this Agreement. 7.2 Each of Mermaid, Seadrill and AOD agrees that it shall not, and AOD undertakes to procure that its Subsidiaries shall not, object to, delay, impede or prevent the implementation or consummation of the AOD Transactions, provided that: (A) AOD has entered into the RSA or the board of directors of AOD has approved the AOD Transactions; and (B) nothing in this Agreement shall limit the right of any Party to exercise any right or remedy provided under any Definitive Document (as defined in the RSA) or Transaction Document. 7.3 Except as required by the terms of this Agreement, Mermaid and Seadrill shall continue to perform their respective obligations under the AOD Shareholders’ Agreement. 7.4 The Parties acknowledge and agree that AOD has been charged US$5,000,000 of Restructuring Fees incurred by AOD prior to the date of this Agreement. The Parties further acknowledge and agree that a discount of 50% shall be applied to AOD’s pro rata share of the Restructuring Fees incurred from and after 1 November 2017 and that in any event AOD shall not be required to pay an amount that exceeds US$2,000,000 in respect of the Restructuring Fees incurred from and after 1 November 2017. Seadrill further represents, warrants and covenants that the amount of the Restructuring Fees incurred by AOD shall not be more than the pro rata amount of the Restructuring Fees that is determined by applying a percentage to the Restructuring Fees that represents the total amount outstanding under the AOD Facility as a proportion of the total debt of the Seadrill group under each of the secured facility agreements entered into by Seadrill and various Subsidiaries of Seadrill, excluding costs specifically related to Seadrill’s voluntary Chapter 11 Cases. Seadrill shall provide Mermaid a summary of the Restructuring Fees incurred. 7.5 The Parties agree that AOD will reimburse Mermaid’s documented external legal costs incurred in connection with this Agreement, subject to a cap of US$250,000. 7.6 The Rig Management Fees incurred by AOD and the AOD Subsidiaries on and from 1 January 2018 will be reduced to US$7,500 per day per rig, unless otherwise reduced or increased with the prior written agreement of RigCo and Mermaid. 7.7 The Corporate Management Fees incurred by AOD and the AOD Subsidiaries on and from 1 January 2018 will be reduced to US$2,000 per day, unless otherwise agreed to be reduced or increased with the prior written consent of RigCo and Mermaid. 7.8 Seadrill shall provide Mermaid copies of documents which demonstrate:
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8.6 If, for any reason whatsoever, Seadrill Limited does not emerge from Chapter 11 with AOD signed up to an Approved Restructuring Transaction by 30 September 2018, the Call Option Period shall instead commence two years and one day after the date on which Seadrill Limited emerges from Chapter 11 with AOD signed up to an Approved Restructuring Transaction and the Call Option Period shall end on the date falling six months thereafter. 8.7 For the avoidance of doubt, there shall be no limit on the number of Valuation Notices that Mermaid or RigCo may issue in accordance with Clause 8.1 or Clause 8.2 (as applicable) during the Put Option Valuation Notice Period or the Call Option Valuation Notice Period. 8.8 In the event that any disagreement or dispute is referred to an Additional Valuer or an Arbitrator in accordance with the Valuation Principles, the Call Option Period and Put Option Period shall be extended by the equivalent duration of any delay caused by the disagreement or dispute. The cost of a third Valuer and/or Arbitrator shall be borne equally by RigCo and Mermaid. Where a Party issues a Valuation Notice and does not proceed to issue an Option Notice within three (3) months of receipt of a Valuer’s Report, the cost of the third Valuer shall be borne solely by that Party. 8.9 An Option Notice may not be withdrawn once given. 8.10 On the receipt of an Option Notice, the recipient shall, no later than two (2) Business Days following receipt, sign the acknowledgement at the back of the Option Notice and return it to the sender. 8.11 If the Call Option or the Put Option is exercised, then: (A) subject to the terms of this Agreement, Mermaid shall sell and RigCo shall purchase the Mermaid AOD Shares free from all Encumbrances and with all rights attached or accruing to them at Completion, in accordance with the provisions of this Agreement; (B) all dividends and other distributions resolved or declared to be paid or made by AOD in respect of the Mermaid AOD Shares by reference to a record date which falls on or before Completion shall belong to, and be payable to, Mermaid; and (C) Mermaid shall repay the total amount outstanding under the loans advanced to it by AOD, including pursuant to Schedule 1 of this Agreement, including any accrued interest (the “AOD Mermaid Loan Amount”) prior to Completion. 8.12 If Mermaid has not repaid to AOD the AOD Mermaid Loan Amount one (1) Business Day prior to Completion, RigCo shall be entitled to deduct an amount equal to the AOD Mermaid Loan Amount from the cash consideration payable in accordance with Clause 8.14(A)(i) below (the “AOD Mermaid Loan Set Off”). 8.13 If RigCo elects to make the AOD Mermaid Loan Set Off, RigCo undertakes to pay an amount equal to the AOD Mermaid Loan Amount to AOD on Completion and AOD irrevocably consents to RigCo making the AOD Mermaid Loan Set Off.
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(B) AOD shall promptly, and by mutual agreement by RigCo and Mermaid, and in no event later than fifteen (15) Business Days of receipt of the Valuation Notice appoint the Expert, to conduct a valuation of the Other Net Assets and to determine the Fair Market Value based on the Rigs Market Value and the value of the Other Net Assets. If Mermaid and RigCo have failed to agree on an Expert within this fifteen (15) Business Day period, then either Party shall have the right to refer the matter to an Arbitrator who shall appoint an Expert within fifteen (15) calendar days of his appointment. The Expert shall provide its valuation of the value of the Other Net Assets within one (1) month from the date of its appointment. 9.3 The Parties agree and acknowledge that the provisions set out in Schedule 4 shall apply to the appointment of, and the work to be performed by, the Valuers and the Expert and that breach of the provisions of Schedule 4 which has a material effect on the Rigs Market Value or Other Net Assets shall give rise to the Parties’ rights to arbitration as provided under Clause 26 (Governing Law and Jurisdiction). 10. Amendments to terms Each Party hereby acknowledges that the Term Sheet and the RSA (including the RSA Term Sheets) set out in summary only the key terms and steps which may be pursued in order to effect the AOD Transactions, and the Parties agree that Seadrill may make any amendment, variation and/or addition to the Term Sheet, the RSA and the RSA Term Sheets, provided that: (A) any such amendment, variation or addition is not materially adverse to the interests of Mermaid, Mermaid Parent or AOD; and (B) the provisions of this Agreement (excluding (i) the Term Sheet other than the provisions of the Term Sheet that relate to AOD’s participation in the RigCo cash pooling arrangements and the application of Excess Sales Proceeds (as defined in the Term Sheet) as far as they relate to rigs owned by the AOD Subsidiaries and (ii) the RSA other than the provisions in Exhibit A to the RSA that relate to AOD, its creditors and its shareholders) may only be modified, amended, varied or waived in accordance with Clause 17.2 (Entire Agreement). For the avoidance of doubt, any amendment, variation and/or addition to the Term Sheet, the RSA or the RSA Term Sheets which is materially adverse to the interests of Mermaid, Mermaid Parent or AOD or affecting the AOD Shareholders’ Agreement shall require the prior written consent of Mermaid, Mermaid Parent and/or AOD (as the case may be). 11. Releases (A) For good and valuable consideration, effective upon bankruptcy court approval of this Agreement, each Party hereby releases and discharges each other Party from any and all Causes of Action, whether known or unknown, asserted on behalf of such releasing Party or that such releasing Party would have been legally entitled to assert (whether individually or collectively), arising on or
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writing signed by each of the Parties. For this purpose, a variation to this Agreement shall include any addition, deletion, supplement or replacement, howsoever effected. 18. Notices 18.1 All notices hereunder shall be deemed given if in writing and delivered, if sent by electronic mail, courier, or registered or certified mail (return receipt requested) to the following addresses (or at such other addresses as shall be specified by like notice): Party and title of individual Address Mermaid Maritime Public 00/00-00, Xxxxxxx Xxxxxxxx, 0xx Xxxxx Company Limited Soi Chidlom, Ploenchit Road, Lumpinee, Pathumwan, Xxxxxxx 00000, Xxxxxxxx Attention: Xxxxxxx Xxxx, Chief Operating Officer E-mail address: xxxxxxx.x@xxxxxxx-xxxxx.xxx With copies for information only (which shall not constitute notice) to: Attention: Phiboon Buakhunngamcharoen E-mail address: xxxxxxx.x@xxxxxxx-xxxxx.xxx Attention: Wuthichai Chongcharoenrungrot E-mail address: xxxxxxxxx.x@xxxxxxx-xxxxx.xxx Mermaid International Xxxxxxx House, Ventures 00 Xxxx Xxxxxx, X.X. Xxx 0000, Xxxxx Xxxxxx XX0-0000, Cayman Islands Attention: Xxxxxxx Xxxx, Chief Operating Officer E-mail address: xxxxxxx.x@xxxxxxx-xxxxx.xxx With copies for information only (which shall not constitute notice) to: Attention: Phiboon Buakhunngamcharoen E-mail address: xxxxxxx.x@xxxxxxx-xxxxx.xxx Attention: Wuthichai Chongcharoenrungrot E-mail address: xxxxxxxxx.x@xxxxxxx-xxxxx.xxx New Seadrill New Seadrill Par-la-Ville Place
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00 Xxx-xx-Xxxxx Xxxx Xxxxxxxx XX 00, Xxxxxxx Xxxxxxxxx: Xxxxxxxx Xxxxx E-mail address: Xxxxxx@xxxxx.xx with copies for information only (which shall not constitute notice) to: Seadrill Management Ltd. (Corporate Xxxxxxxxxxxx) 0xx Xxxxx Xxxxxxxx 00 Xxxxxxxx Xxxxxxxx Xxxx 000 Xxxxxxxx Xxxx Xxxx Xxxxxx X0 0XX Xxxxxx Xxxxxxx Attention: Xxxxx Xxxxxxx E-mail address: Xxxxx.Xxxxxxx@xxxxxxxx.xxx Seadrill Limited Seadrill Limited Par-la-Ville Place 00 Xxx-xx-Xxxxx Xxxx Xxxxxxxx XX 00, Xxxxxxx Xxxxxxxxx: Xxxxxxxx Xxxxx E-mail address: Xxxxxx@xxxxx.xx with copies for information only (which shall not constitute notice) to: Seadrill Management Ltd. (Corporate Xxxxxxxxxxxx) 0xx Xxxxx Xxxxxxxx 00 Xxxxxxxx Xxxxxxxx Xxxx 000 Xxxxxxxx Xxxx Xxxx Xxxxxx X0 0XX Xxxxxx Xxxxxxx Attention: Xxxxx Xxxxxxx E-mail address: Xxxxx.Xxxxxxx@xxxxxxxx.xxx Asia Offshore Drilling Limited Asia Offshore Drilling Limited Par-la-Ville Place 00 Xxx-xx-Xxxxx Xxxx Xxxxxxxx XX 00, Xxxxxxx Xxxxxxxxx: Xxxxx Xxxxxxx E-mail address: xxxxxxxx@xxxxx.xx Attention: Xxx Xxxx Xxxxxx E-mail address: xxx.xxxx.xxxxxx@xxxxxxxx.xxx 18.2 Any notice given by delivery, mail or courier shall be effective when received.
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accordance with the SIAC Rules, which rules are deemed to be incorporated by reference in this clause. 26.3 The seat of the arbitration shall be Singapore. The Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be the English language.
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Schedule 1 (Term Sheet) SEADRILL LIMITED - RECAPITALISATION PLAN PROPOSAL ASIA OFFSHORE DRILLING LIMITED - SUMMARY OF PROPOSED TERMS This document sets out a summary of the terms and conditions for Asia Offshore Drilling Limited’s (“AOD”) participation in the RigCo cross-collateralisation and cash pooling structure under the recapitalisation plan for Seadrill Limited and its subsidiaries (including AOD) pursuant to the RSA. Further details of the terms and conditions of the recapitalisation plan are set out in the term sheets at Exhibit A of the RSA and which are referenced in this term sheet. 1. OVERVIEW OF SEADRILL LIMITED GROUP RECAPITALISATION PLAN IHCo-RigCo- A new intermediate holding company, IHCo, is to be put in place as a direct NSNCo Structure wholly-owned subsidiary of Seadrill Limited. A second new intermediate holding company, NSNCo, is to be put in place as a direct wholly-owned subsidiary of IHCo. Seadrill Limited’s interests in certain entities to be hived down to sit directly or indirectly below NSNCo. A third new intermediate holding company, RigCo, is to be put in place as a direct wholly-owned subsidiary of IHCo. Rig-owners and intra-group charterers and Seadrill Limited’s interest in North Atlantic Drilling Limited, Asia Offshore Drilling Limited and Sevan Drilling Limited to be hived down to sit directly below RigCo. Seadrill Management Limited and Seadrill Global Services Limited to also be hived down to sit below RigCo. Subject to ongoing discussions with lenders under the existing secured facility agreements entered into by various members of the Seadrill Limited consolidated group (the “Secured Facility Agreements”), it is currently intended that a new UK-incorporated entity (“Cash Pool Co”) will be established as a wholly owned subsidiary of RigCo and will be the header of the RigCo Group cash pool. As part of the implementation of the recapitalisation plan, Seadrill Limited may transfer all or substantially all of its assets to a new holding company, with Seadrill Limited subsequently liquidated. For the purposes of this term sheet, references to “Seadrill Limited” therefore include any successor of Seadrill Limited or any entity to which all or substantially all of Seadrill Limited’s material assets are directly or indirectly transferred. Secured Facility Various amendments will be made to the Secured Facility Agreements, including Agreements the US$360,000,000 senior secured credit facility agreement originally dated 9 April 2013 between, amongst others, Asia Offshore Rig 1 Limited, Asia Offshore Rig 2 Limited and Asia Offshore Rig 3 Limited as borrowers and ABN AMRO Bank N.V. as agent (the “AOD Facility Agreement”). These amendments are intended to create an approximately five year runway, including by reprofiling the 551054107
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maturity and amortisation schedules, and involve, amongst other things: • maturity extensions of approximately 4 to 5.5 years; • amendments to the amortisation profile such that amended amortisation payments commence from Q1 2020 with a semi-annual mandatory sweep of 75% of excess cash held by RigCo and its subsidiaries above US$1.25 billion to the lenders under the Secured Facility Agreements from 30 June 2021 (the “Bank Mandatory Cash Sweep”); and • a reset of financial covenants with the ability to equity cure. Other than a RigCo minimum liquidity covenant which applies at all times, no financial covenants which trigger an event of default will apply until 2022. From 2022, there will be new RigCo Debt Service Cover Ratio and RigCo Net Leverage financial covenants. All other financial covenants (including the minimum market value covenant) to be deleted or waived. In return, amongst other things margins across the Secured Facility Agreements will increase by 100bps and consent fees will be payable. In addition, the lenders under the Secured Facility Agreements will retain the benefit of existing security interests and guarantees granted in their favour and in addition will be cross-collateralised by being granted a shared guarantee and security package. Given the ownership structure of AOD, it is proposed that the cross- collateralisation and cash pooling arrangements be modified in relation to AOD’s participation in the structure. This is set out in further detail in Section 3 (AOD Participation in Cross-collateralisation and Cash Pooling) below. Refer to the term sheets at Exhibit A of the RSA for further detail on the terms of the amendments to the Secured Facility Agreements. In the event of any inconsistency between the terms detailed in this Term Sheet and the provisions of the term sheets at Exhibit A of the RSA that relate to AOD, its creditors and its shareholders, this Term Sheet shall prevail. New capital Seadrill Limited will raise new capital in the amount of approximately US$1,080 million which it is currently expected will be through: • US$880 million of notes issued by NSNCo (the “New Secured Notes”); and • US$200 million of new equity issued by Seadrill Limited. The form of the new capital is subject to change, including in a non-consensual implementation scenario. Refer to the term sheet for the New Secured Notes at Exhibit A of the RSA for further detail. Implementation It is anticipated that the Seadrill Limited recapitalisation plan will be implemented under voluntary cases commenced under chapter 11 of the US Bankruptcy Code
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(“Chapter 11”). 2. EQUITY IN AOD Equity in AOD Seadrill Limited’s shares in AOD will be transferred to RigCo. Mermaid International Ventures (“Mermaid”) will retain its existing shares in AOD (subject to the exercise of put option and call option rights under the terms of a transaction support agreement entered into between Seadrill, RigCo, Mermaid and Mermaid Maritime Public Company Limited. 3. AOD PARTICIPATION IN CROSS-COLLATERALISATION AND CASH POOLING Cross- The existing bank security and guarantee package (including as far as it applies collateralisation to assets of AOD and its subsidiaries) will remain in place. First ranking security security and will also be granted in favour of the lenders under the respective Secured Facility guarantee Agreements over intercompany loans owed to RigCo or Cash Pool Co by a structure subsidiary of RigCo subject to existing share security. For the avoidance of doubt, no additional security will be granted over AOD or any of its subsidiaries or any of their assets in favour of the lenders under any of the Secured Facility Agreements other than the AOD Facility Agreement. In addition cross-collateralisation to be implemented between the Secured Facility Agreements by providing the following in favour of the lenders under the Secured Facility Agreements collectively: • First ranking security over the shares in RigCo and Cash Pool Co • First ranking security over intercompany loans made by RigCo to IHCo and by Cash Pool Co to RigCo • First ranking security over intercompany loans made by IHCo to RigCo and by RigCo to Cash Pool Co • First ranking security over the excess sales proceeds escrow accounts established by RigCo and any other members of the RigCo Group (excluding, for the avoidance of doubt, AOD or any of its subsidiaries), the bank account into which IHCo (via RigCo) funds contributions and the periodic cash sweep accounts established by cash Pool Co and other members of the RigCo Group (excluding, for the avoidance of doubt, AOD or any of its subsidiaries) • First ranking security (pari passu with the New Secured Notes) over the IHCo bank accounts • First ranking security over the bank account at RigCo which will hold contributions from RigCo which RigCo will pass on to Cash Pool Co • First ranking security over the shares in certain newbuild entities, subject to
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certain conditions • First ranking guarantee from RigCo Refer to the term sheets at Exhibit A of the RSA for further detail. RigCo cash The movement of cash within the Seadrill Limited group will be subject to the pooling terms set out in the cash pooling term sheet at Exhibit A of the RSA. The provisions of the cash pooling term sheet will apply to AOD on the modified basis that is set out directly below. In particular, there will be a periodic cash sweep of cash balances held by subsidiaries of RigCo but this will not apply to AOD in the same way as it will apply to the wholly-owned subsidiaries of RigCo. The cash pooling term sheet will allow AOD excess cash to be paid to Mermaid and RigCo in pro rata shares in the form of dividends or loans, on the terms set out below. The cash pooling term sheet will require that any pro rata share of AOD cash paid to RigCo is applied in accordance with cash sweep mechanics agreed with Seadrill’s lenders and investors. These principles will not apply to any pro rata share of AOD cash paid to Mermaid. • AOD will not pay dividends until after 15 June 2021 (being the date on which the Bank Mandatory Cash Sweep commences). • Up to 15 June 2021, any cash held by AOD and its subsidiaries in excess of the higher of US$20 million and the amount of cash required by AOD and its subsidiaries to (i) meet its debt service obligations under the AOD Facility Agreement (or any replacement secured credit facility agreement) for the next six months, (ii) repay any loans made by RigCo or Cash Pool Co to AOD or AOD’s subsidiaries and (iii) meet ongoing financial and operating costs and liabilities, may at the election of the directors of AOD appointed by Mermaid and the directors of AOD appointed by RigCo be paid pro rata to RigCo and Mermaid (in each case pro rata to its equity stake in AOD) by way of an intercompany loan on terms to be agreed (but provided that the interest rate on such loans shall not be lower than the interest rate payable on the AOD Facility Agreement and AOD shall be entitled to request repayment of such loans on demand to the extent that it requires funds to meet its operational commitments, and provided further that where AOD requests repayment of such loans, AOD shall request repayment of such loans by each of RigCo and Mermaid, in each case pro rata to its equity stake in AOD) and on payment terms to be agreed between AOD and each of RigCo and Mermaid, respectively prior to drawdown. • Mermaid, RigCo and AOD may also agree that guarantees may be provided by a Mermaid entity or by Seadrill Limited on terms to be agreed to provide credit support in relation to repayment of the loans described above and directly below. • On the last day of each semi-annual period, starting with the semi-annual
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period ending 15 June 2021, any cash held by AOD and its subsidiaries over the amount of cash required by AOD and its subsidiaries to (i) meet its debt service obligations for the next six months, (ii) fund any cash sweep as described in section C2 of the Secured Facilities term sheet in relation to the AOD Facility Agreement on that date, (iii) repay any loans made by RigCo or Cash Pool Co to AOD or AOD’s subsidiaries and (iv) meet ongoing financial and operating costs and liabilities, shall be paid pro rata to RigCo and Mermaid (in each case pro rata to its equity stake in AOD) by way of intercompany loans on terms to be agreed (but provided that the interest rate on such loans shall not be lower than the interest rate payable on the AOD Facility Agreement and AOD shall be entitled to request repayment of such loans, on demand to the extent that it requires funds to meet its financial and operational costs and liabilities, and provided further that where AOD requests repayment of such loans, AOD shall request repayment of such loans by each of RigCo and Mermaid, in each case pro rata to its equity stake in AOD) and on payment terms to be agreed between AOD and each of RigCo and Mermaid, respectively prior to drawdown. During this period provided that the cash required to meet the items described in paragraphs (i) to (iv) above has been retained by AOD and its subsidiaries and AOD and its subsidiaries additionally have (and will continue to have after any such dividend is paid) at least a free cash float in an amount to be agreed with the lenders under the Secured Facility Agreements generated from its own funds, the board of directors of AOD may, if they consider it appropriate, elect to pay dividends to the shareholders of AOD instead of making these upstream loans, such dividends to be paid on a pro rata basis according to the shareholders’ shareholdings. Excess sale An excess sales proceeds escrow account will be established at RigCo. Further proceeds excess sales proceeds escrow accounts may also be established in other members of the RigCo group where necessary or where there are legal restrictions on upstreaming moneys to Cash Pool Co. Security will be granted over the excess sales proceeds escrow account(s) in favour of the lenders under the Secured Facility Agreements on a first ranking basis and the holders of the New Secured Notes on a second ranking basis. Where any disposal proceeds remain after application pursuant to the mandatory prepayment requirements of a Secured Facilities Agreement (in the case of a non-distressed disposal) or after application pursuant to a Secured Facilities Agreement of recoveries following an enforcement sale (in the case of a distressed disposal) and after the payment of costs and expenses (including taxation) of the disposal (“Excess Sales Proceeds”), then such Excess Sales Proceeds will be paid into the relevant excess sales proceeds escrow account(s), provided that, for so long as there is a minority shareholder of AOD, any Excess Sale Proceeds relating to the AOD Facility Agreement will be applied
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as follows: (A) first, to repay any loans made by RigCo or Cash Pool Co to AOD or AOD’s subsidiaries, and such amounts shall be paid into the relevant excess sales proceeds escrow account(s) at RigCo; (B) RigCo’s pro rata portion (pro rata to its equity stake in AOD) of any remaining amounts after application in accordance with paragraph (A) above will be paid into the relevant excess sales proceeds escrow account(s) at RigCo; and (C) Mermaid’s pro rata portion (pro rata to its equity stake in AOD) of any remaining amounts after application in accordance with paragraph (A) above will be available to be distributed to Mermaid. 4. OTHER Documentation Amendments to the Secured Facility Agreements to be implemented by way of amendment and restatement agreements, together with other related documentation including security documents, intercreditor agreement, contribution agreement and others to be agreed with the relevant parties. Seadrill Limited, RigCo and Mermaid to enter into an amendment in relation to the existing shareholders’ agreement relating to AOD in order to reflect the transactions contemplated in this Term Sheet. AOD’s bye-laws to be amended to reflect the transactions contemplated in this Term Sheet.
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Schedule 2 (Put Option Notice and Call Option Notice) FORM OF PUT OPTION NOTICE / CALL OPTION NOTICE To: With a copy to For the attention of Date [●] Dear Sirs, Transaction Support Agreement between Mermaid International Ventures, Mermaid Maritime Public Company Limited, Seadrill Limited, [New Seadrill], [RigCo] and Asia Offshore Drilling Limited dated [●] (the “Agreement”) We refer to the Agreement. Terms defined in the Agreement shall have the same meaning when used in this letter. We hereby: (A) give notice in accordance with Clause [8.1]/[8.2] of the Agreement that we are exercising the [Call] [Put] Option; and (B) acknowledge that this notice is irrevocable. Clause 26 (Governing law and Jurisdiction) is incorporated into this letter as if set out in full and as if references therein to “this Agreement” were references to “this letter”. Yours faithfully, .................................................... For and on behalf of [●]
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____________________________________________________________________________ ACKNOWLEDGMENT [RigCo / Mermaid] acknowledges that it has received the [Put/Call] Option Notice from [RigCo / Mermaid] given pursuant to the Transaction Support Agreement between Mermaid International Ventures, Mermaid Maritime Public Company Limited, Seadrill Limited, [New Seadrill], [RigCo] and Asia Offshore Drilling Limited dated [●] (the “Agreement”) and that there subsists a binding contract for the sale and purchase of the Mermaid AOD Shares (as that term is defined in that Agreement) between Mermaid and RigCo on such terms and subject to such conditions as set out in the Agreement. Dated: [●] Signed by............................................................ For and on behalf of [●]
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Schedule 3 (RSA)
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Schedule 4 (Valuation Principles) 1. Valuation Principles 1.1 For the avoidance of doubt, a reference to “Party” in this Schedule 4 is a reference to either Mermaid or RigCo and a reference to “Parties” is to both Mermaid and RigCo. 1.2 With respect to respective appointments of and work to be performed by the Valuers and the Expert pursuant hereto, the following provisions shall apply: (A) the Parties (or in the case where both Valuers are selected by one Party then that Party) shall enter into an appropriate form of appointment in respect of each of the Valuers and AOD with respect to the Expert, as soon as reasonably practicable following the selection of the Valuers and the appointment of the Expert. The Parties (or in the case where both Valuers are selected by one Party then that Party) shall act reasonably in agreeing the terms and conditions of such appointment, including (without limitation) in respect of fees, customary confidentiality and non-disclosure obligations, and any exclusions and limitations of liability where it can be reasonably demonstrated that such terms and conditions reflect market standard provisions for such appointments; (B) the Parties shall use all reasonable endeavours to procure that each of the Valuers and the Expert appointed pursuant to this Agreement is promptly given all such assistance and access to all such information, documentation and personnel in its possession or control as each such Valuer and such Expert may each reasonably require in order to make his determination. This shall include without limitation unrestricted access to the books and records of AOD, the Rigs and Other Net Assets and the employees of AOD as well as to the employees of either Party having information about AOD and its business; (C) the Valuers and the Expert shall act as independent experts and not as arbitrators; and save in the case of fraud or manifest error (including the case where any Valuer fails to take into account any of the factors listed out in clause 1.6 of Schedule 4 which has a material effect on the value of the Rig Market Value or Other Net Assets), the determination of the Rigs Market Value based on the valuations provided by the Valuers and the determination of the value of the Other Net Assets by the Expert as provided herein shall be final and binding on the Parties; (D) the costs of each of the Valuers and of the Expert shall be approved by Mermaid and RigCo prior to their engagement and shall be borne by Mermaid and RigCo in equal amounts. Where a Party issues a Valuation Notice and does not proceed to issue an Option Notice within three (3) months of receipt of the Valuer’s Report, the cost of each of the Valuers and of the Expert shall be borne solely by that Party; and (E) each Party shall act reasonably and co-operate to give effect to the provisions of this Clause 1.2 and otherwise do nothing to hinder or prevent the Valuers from reaching their valuation and the Expert from reaching its determination.
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1.3 If the Valuer appointed by an Arbitrator in accordance with Clause 1.5(C) below fails for any reason to render a determination on the Rigs Market Value within the relevant time period, either Party may refer the matter to an Arbitrator who shall appoint another Valuer that he considers appropriate to replace this additional Valuer within fourteen (14) calendar days of his or her appointment. 1.4 If either Party determines that there is a manifest error (which is supported by reasonably detailed evidence and includes the case where any Valuer fails to take into account any of the factors listed in Clause 1.6 of Schedule 4 which has a material effect on the Rigs Market Value or Other Net Assets) in the calculation of either the Rigs Market Value or the Other Net Assets, the relevant Party may notify the Valuer and the Expert within three (3) Business Days of such manifest error being determined by the relevant Party. If, the Valuer or Expert (as applicable) fails to rectify the manifest error within three (3) Business Days of notification by the relevant Party (the “Rectification Period”), either Party may refer such manifest error to an Arbitrator by no later than the date falling three (3) Business Days after the end of the Rectification Period. 1.5 Unless otherwise mutually agreed by the Parties, the price payable for the Mermaid AOD Shares shall be determined as follows: (A) In the case of RigCo exercising the Call Option, if the Calculated Share Price of the Mermaid AOD Shares is less than the Floor Price, such valuation shall be deemed to be the Floor Price for all purposes hereunder. In the case of Mermaid exercising the Put Option, if the Calculated Share Price of the Mermaid AOD Shares is greater than the Ceiling Price such valuation shall be deemed to be the Ceiling Price for all purposes hereunder. (B) In the event the value of the Rigs provided by the two Valuers are not equal, but the lower valuation is at least 90% of the higher valuation, then the Rigs Market Value shall be the average of the valuations provided by the two Valuers. (C) In the event the value of the Rigs provided by the two Valuers are not equal and the lower valuation is less than 90% of the higher valuation, then either Party may, within ten (10) Business Days after its receipt of the Valuer’s Report, object to the Rigs Market Value being the average of the two valuations and notify the other Party accordingly. Both Parties shall then jointly instruct the Valuers to appoint a third Valuer (an “Additional Valuer”). If within ten (10) Business Days of receipt of notice of objection the Valuers cannot agree upon an Additional Valuer, then either Party shall have the right to refer the matter to an Arbitrator who shall appoint an Additional Valuer within fifteen (15) calendar days of his appointment. The Arbitrator need not have the credentials of a Valuer or an Expert, but shall be an arbitrator with experience and expertise in handling international commercial disputes arising in the offshore oil and gas sector. Within ten (10) Business Days after its appointment, the Additional Valuer shall deliver to each Party a valuation report that sets out its determination of the value of the Rigs, together with a detailed explanation of its rationale and bases for such determination. The Rigs Market Value shall be the average of the value of the Rigs provided by the Additional Valuer and the value of the Rigs
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determined by the one of the first two Valuers whose value determination was closest to that determined by the Additional Valuer; provided, however, if the Additional Valuer’s valuation is within ten percent (10%) of the average of the first two valuations, whether higher or lower, then the Rigs Market Value will be the average of all three Valuers’ valuations. If RigCo and Mermaid fail to object to the valuation with ten (10) Business Days after its receipt of the Valuer’s Report, the Rig Market Value will be the average of the two valuations provided by the two Valuers. 1.6 Each of the Valuers shall: (A) make its valuation on the basis that the price shall be no less than the most probable price which a willing purchaser would offer to a willing seller at arm’s length transaction for the Rigs; (B) take into account the technical specification and status of the Rigs, including customized modifications, age, type, design, classification status, overall performance capabilities, water depth range, variable load capacity and environmental criteria; (C) take into account the supply and demand for offshore mobile drilling units of similar age, type, design, overall performance capabilities, water depth range, variable load capacity and environmental criteria as the Rigs, located and operating in the same region and in other major oil and gas regions around the world; (D) take into account the principal commercial and legal terms of prevailing drilling contracts including options and potential drilling contracts under negotiation for the Rigs that are effective at the time of valuation as well as then-applicable day rates in the relevant region and world-wide, for offshore mobile drilling units of similar age, type, design, classification status, overall performance capabilities, water depth range, variable load capacity and environmental criteria as the Rigs; (E) take into account the cost of replacement of offshore mobile drilling units, construction and delivery to the same region and world-wide of new offshore mobile drilling units similar to the Rigs; (F) take into account the cash flow and earnings potential of the Rigs including appropriate cash flow discount rates and terminal value; (G) take into account general market information collected by the Valuers (or the Expert) in the ordinary course of business; (H) take into account regular discussions with participants in the offshore drilling market, including owners and/or operators of offshore mobile drilling units, oil companies, shipyards, financial institutions and other market participants; and
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(I) not take into account distressed sales or transactions in which the sale of offshore mobile drilling units operating in the same market segment as the Rigs is affected by special adverse circumstances except to the extent that any such distressed sale or specific adverse circumstances is affecting the overall world- wide offshore xxxx-up drilling market. 1.7 If any Valuer provides a range for its Rigs Market Value, the Parties agree to use the mid-point of such range as the Rigs Market Value of the respective Valuer. 1.8 The Expert appointed by AOD shall provide its valuation of the Other Net Assets within the time period set out in Clause 9.2(B) of the Agreement and shall provide its determination of the Fair Market Value and the Calculated Share Price including its detailed rationale and bases for its decision within ten (10) calendar days after receiving written notice from AOD of the Rigs Market Value. The Fair Market Value shall be calculated as the sum of the Rigs Market Value and the value of the Other Net Assets 1.9 The Expert shall determine the Fair Market Value on the basis that it would be the most probable price for the entire share capital of AOD that is available or could be obtained in an open and unrestricted market in a transaction between an informed and willing buyer and an informed and willing seller acting at arms’ length and under no compulsion to act, expressed in terms of money or money’s worth and disregarding (i) any value that might be assigned by a purchaser or seller with a special interest, (ii) any value that might be assigned in the event of a distressed sale or (iii) another situation where the sale is affected by special circumstances. 1.10 If a Party does not agree on the Expert’s valuation of the Contingent Liabilities, the Parties shall use good faith reasonable efforts to agree on a valuation of such Contingent Liabilities. If the Parties cannot agree on a valuation of the Contingent Liabilities within (10) Business Days of receiving the Expert’s valuation, the Expert’s valuation shall stand and AOD shall use its best efforts to resolve such Contingent Liabilities as promptly as reasonably possible with time being of the essence. With respect to: (A) any Contingent Liability less than or equal to US$ 1,000,000 that crystallises within 12 months of Completion, the difference between the Expert’s valuation of the Contingent Liability and the amount the Contingent Liability crystallised for will be multiplied by the percentage the Mermaid AOD Shares represent of the entire issued share capital of AOD; and (B) any Contingent Liability in excess of US$ 1,000,000 that crystallises within 18 months of Completion, the difference between the Expert’s valuation of the Contingent Liability and the amount the Contingent Liability crystallised for will be multiplied by the percentage the Mermaid AOD Shares represent of the entire issued share capital of AOD, (the result of such multiplication in either case, being the “Contingent Liability True Up Amount”). Where the Contingent Liability True Up Amount is a positive number, RigCo will pay this amount to Mermaid. Where the Contingent Liability True Up Amount is a negative amount, Mermaid will pay this amount to RigCo. The Contingent Liability True
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Up Amount shall be paid within fifteen (15) Business Days of the Contingent Liability True Up Amount being determined. 1.11 Any Arbitrator appointed pursuant to this Agreement shall be instructed to, among other issues, take into relevant consideration this Agreement and the input provided by the Valuers and/or an Expert, as applicable.
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Schedule 5 (Form of RigCo Accession Notice) To: Mermaid Maritime Public Company Limited Mermaid International Ventures Asia Offshore Drilling Limited From: [RigCo] (the “Acceding Party”) Date: [●] TRANSACTION SUPPORT AGREEMENT ENTERED INTO BETWEEN MERMAID INTERNATIONAL VENTURES, MERMAID MARITIME PUBLIC COMPANY LIMITED, SEADRILL LIMITED AND ASIA OFFSHORE DRILLING LIMITED DATED [●] AS SUPPLEMENTED, EXTENDED, RESTATED OR REPLACED (THE AGREEMENT) We refer to the Agreement. Terms defined in the Agreement have the same meaning in this Accession Notice. For the benefit of all of the other Parties, the Acceding Party undertakes to perform all the obligations expressed in the Agreement to be assumed by RigCo and agrees that it shall be bound by all the provisions of the Agreement, as if it had been an original party to the Agreement. The address, telephone number, email address and attention details for notices to the Acceding Party are [●]. Clause 26 (Governing law and Jurisdiction) is incorporated into this Accession Notice as if set out in full and as if references therein to “this Agreement” were references to “this Accession Notice”. This Accession Notice has been executed into on the date stated above. SIGNED by _________________________________________ for and on behalf of [RigCo]
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Schedule 6 (Form of New Seadrill Accession Notice) To: Mermaid Maritime Public Company Limited Mermaid International Ventures Asia Offshore Drilling Limited From: [New Seadrill] (the “Acceding Party”) Date: [●] TRANSACTION SUPPORT AGREEMENT ENTERED INTO BETWEEN MERMAID INTERNATIONAL VENTURES, MERMAID MARITIME PUBLIC COMPANY LIMITED, SEADRILL LIMITED AND ASIA OFFSHORE DRILLING LIMITED DATED [●] AS SUPPLEMENTED, EXTENDED, RESTATED OR REPLACED (THE AGREEMENT) We refer to the Agreement. Terms defined in the Agreement have the same meaning in this Accession Notice. For the benefit of all of the other Parties, the Acceding Party undertakes to perform all the obligations expressed in the Agreement to be assumed by [New Seadrill] and agrees that it shall be bound by all the provisions of the Agreement, as if it had been an original party to the Agreement. The address, telephone number, email address and attention details for notices to the Acceding Party are [●]. Clause 26 (Governing law and Jurisdiction) is incorporated into this Accession Notice as if set out in full and as if references therein to “this Agreement” were references to “this Accession Notice”. This Accession Notice has been executed into on the date stated above. SIGNED by _________________________________________ for and on behalf of [New Seadrill]