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;
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:
SUPPLEMENT TO WARRANT AGREEMENTWarrant Agreement • December 19th, 2008 • Transocean Ltd.
THIS SUPPLEMENT TO WARRANT AGREEMENT, dated as of December 18, 2008 (the “Supplement”), by and among Transocean Ltd., a Swiss corporation (the “Parent”), Transocean Inc. (formerly Transocean Sedco Forex Inc.), a company incorporated under the laws of the Cayman Islands (the “Company”), and The Bank of New York, a bank and trust company organized and existing under the laws of New York (the “Warrant Agent”), successor to the American Stock Transfer & Trust Company.
FIFTH SUPPLEMENTAL INDENTURE between TRANSOCEAN LTD., TRANSOCEAN INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee December 18, 2008Supplemental Indenture • December 19th, 2008 • Transocean Ltd. • New York
THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of December 18, 2008 (the “Fifth Supplemental Indenture”), among Transocean Ltd., a Swiss corporation (“Transocean-Switzerland”), Transocean Inc., a Cayman Islands exempted company limited by shares (“Transocean-Cayman”), and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”).
SUPPLEMENT TO WARRANT REGISTRATION RIGHTS AGREEMENTWarrant Registration Rights Agreement • December 19th, 2008 • Transocean Ltd.
THIS SUPPLEMENT TO WARRANT REGISTRATION RIGHTS AGREEMENT, dated as of December 18, 2008 (the “Supplement”), is executed by Transocean Ltd., a Swiss corporation (the “Parent”), and Transocean Inc. (formerly Transocean Sedco Forex Inc.), a company incorporated under the laws of the Cayman Islands (the “Company”).
THIRD SUPPLEMENTAL INDENTURE between TRANSOCEAN LTD., TRANSOCEAN INC. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee December 18, 2008Supplemental Indenture • December 19th, 2008 • Transocean Ltd. • New York
THIS THIRD SUPPLEMENTAL INDENTURE, dated as of December 18, 2008 (the “Third Supplemental Indenture”), among Transocean Ltd., a Swiss corporation (“Transocean-Switzerland”), Transocean Inc., a Cayman Islands exempted company limited by shares (“Transocean-Cayman”), and Wells Fargo Bank, National Association (the “Trustee”).
