Drilling Rig Sales Agreement between R&B Falcon Corporation and Transocean Offshore International Ventures Limited (August 17, 2001)

Summary

This agreement is between R&B Falcon Corporation (the seller) and Transocean Offshore International Ventures Limited (the buyer) for the sale of the drillship DEEPWATER NAVIGATOR. The buyer agrees to purchase the rig "as is, where is" for $145 million by assigning an interest in a revolving credit participation. The sale will be completed in international waters, with ownership and risk transferring upon delivery. The agreement includes representations about clear title and indemnities for claims before and after delivery. If the sale does not close by September 30, 2001, the agreement terminates unless extended in writing.

EX-2.8 10 doc10.txt DRILLING RIG SALES AGREEMENT THIS DRILLING RIG SALES AGREEMENT, is entered into and is effective as of the 17th day of August, 2001 by and between R&B FALCON CORPORATION, a corporation duly organized under the laws of the State of Delaware, with its principal office located in Houston, Texas (hereafter referred to as "SELLER") and TRANSOCEAN OFFSHORE INTERNATIONAL VENTURES LIMITED., a limited liability company duly organized under the laws of the Cayman Islands, with a registered office in St. Michaels Barbados, (hereinafter referred to as "BUYER"). WHEREAS, SELLER is the owner of the dynamically positioned drillship, DEEPWATER NAVIGATOR which is presently located in international waters in the Gulf of Mexico; and WHEREAS, BUYER wishes to purchase the DEEPWATER NAVIGATOR from SELLER and SELLER wishes to sell the DEEPWATER NAVIGATOR to BUYER, on the basis of the terms and conditions contained in this Agreement; WHEREAS, BUYER has acquired rights to receive payment of certain amounts due from SELLER to Transocean Sedco Forex under a Revolving Credit Agreement dated April 6th, 2001 (the "Revolving Credit Agreement Participation"). NOW, THEREFORE, for and in consideration of the premises and the mutual agreements contained herein, BUYER and SELLER do hereby agree as follows: I. DEFINITIONS The following terms shall have the following meaning when used throughout this Agreement and any Exhibits hereto: A. "Agreement" - This Drilling Rig Sales Agreement between SELLER and BUYER. B. "Rig" - That certain dynamically positioned drillship known as the " DEEPWATER NAVIGATOR" owned by SELLER and being of Marshall Islands flag and registry, with official registration number of 1327, IMO No. 7112890, with Gross Tonnage of 14,058 and with Net Tonnage of 4,218, together with any machinery, engines, equipment, anchors, cable, drilling machinery, drilling equipment, pumps, drilling supplies, tools, stores, furniture, items of personality, electrical, mechanical, or chemical, hydraulic and other systems, actually located thereon, incorporated therein or attached thereto. In addition the term shall include all items of equipment, machinery and parts located on the Deepwater Navigator. This sale shall exclude any inventory, spares or other equipment which is kept in a warehouse or other storage facility onshore. This sale shall not include any item of any kind which belongs to a third party. C. "Closing Date" - That mutually agreed upon date and time while the Rig is located in international waters and outside the territorial jurisdiction of any country at which time the closing of the sale contemplated by this Agreement shall take place. II. SALE AND PURCHASE; CONSIDERATION A. SELLER does hereby agree to sell the Rig to BUYER and BUYER does hereby agree to purchase the Rig from SELLER upon the basis of the terms and conditions set forth in this Agreement. B. Upon the Closing Date, as consideration for the sale of the Rig, BUYER hereby agrees to assign and deliver to SELLER an undivided interest in the Revolving Credit Participation in a principle amount equal to U.S$145,000,000 in a form similar to Exhibit "A" attached hereto. BUYER further agrees to release SELLER from its obligation to pay said principle amount under the Revolving Credit Participation. C. On the Closing Date, representatives of SELLER and BUYER shall meet for the purpose of closing the sale of the Rig. At the closing, upon receiving BUYER'S consideration referred to above, SELLER'S representative at the closing shall deliver to BUYER'S representative at the closing the following: 1. A Bill of Sale of the Rig in a form similar to Exhibit "B" attached hereto as well as any other documentation reasonably requested by BUYER to enable it to register the Rig in BUYER'S name. 2. Any technical or regulatory documentation pertaining to the Rig which SELLER may have in its possession and which is not already aboard the Rig, such as classification society certificates, loadline certificates, radio licenses, engineering drawings, etc.; If the closing has not occurred by close of business on September 30, 2001, then this Agreement shall terminate, unless extended in writing by mutual agreement, and neither SELLER nor BUYER shall have any further obligations to the other with respect to the sale or purchase of the Rig. III. DELIVERY Concurrent with the delivery of the Bill of Sale at the closing, SELLER shall deliver physical possession of the Rig to BUYER in international waters and outside the territorial jurisdiction of any country. Concurrent with delivery of the Bill of Sale at the closing, BUYER shall acknowledge acceptance of physical possession of the Rig by executing and delivering to SELLER the Certificate of Acceptance of Delivery in the form attached hereto as Exhibit "C" ("Certificate of Acceptance of Delivery"). Title to and risk of loss of the Rig shall pass to BUYER as of the date and time indicated upon the said Certificate of Acceptance of Delivery. IV. REPRESENTATIONS AND WARRANTIES A. BUYER hereby acknowledges that this sale and purchase of the Rig is on an "as is, where is" basis, with all faults accepted by BUYER, and that, except as expressly provided in Article V.A.1. and V.A.2. below, this sale and purchase is WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, BY SELLER, AND THAT SELLER DOES NOT MAKE ANY WARRANTY, GUARANTY, OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR 2 IMPLIED, STATUTORY OR OTHERWISE, WITH REGARD TO THE RIG INCLUDING, BUT NOT LIMITED TO, SEAWORTHINESS, VALUE, DESIGN, OPERATION, MERCHANTABILITY, FITNESS FOR USE OR PARTICULAR PURPOSE OF THE RIG OR AS TO THE ELIGIBILITY OF THE RIG FOR ANY PARTICULAR TRADE, AND BUYER HEREBY WAIVES AS AGAINST SELLER ALL WARRANTIES OR REMEDIES OR LIABILITIES WITH RESPECT TO SUCH WARRANTIES ARISING BY LAW OR OTHERWISE WITH RESPECT TO THE RIG, INCLUDING, BUT NOT LIMITED TO (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND (b) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. Nothing contained in this Article V shall be construed as a waiver of any right which SELLER or BUYER may have against any other person. As between SELLER and BUYER the execution by BUYER of the Certificate of Acceptance of Delivery shall be conclusive proof of the Rig's compliance with all requirements of this Agreement. 1. SELLER represents and warrants that it is the legal owner of the Rig and that it has the right to transfer full and clear title to the Rig to BUYER. 2. SELLER represents and warrants that the Rig is free and clear of any liens or encumbrances of any kind as of the Closing Date. B. Shipyard Warranties and Guarantees. Effective as of the Closing Date, SELLER hereby assigns, sells, transfers and conveys to BUYER all of SELLER's rights and interests in and to any agreement, contract, purchase order, guarantee, representation or warranty relating to the construction, outfitting, commissioning or equipping of the Rig. V. INDEMNITIES Subject to the other provisions of this Agreement, and in particular except as provided in Article IV hereof, SELLER shall indemnify, defend and hold BUYER harmless from and against any claim arising out of or in connection with the Rig in which the alleged event giving rise to such claim occurred prior to the date and time indicated upon the Certificate of Acceptance of Delivery. BUYER shall indemnify, defend and hold SELLER harmless from and against any claim arising out of or in connection with the Rig in which the alleged event giving rise to such claim occurred after the date and time indicated upon the Certificate of Acceptance of Delivery. VI. ASSIGNMENT This Agreement may not be assigned by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld. 3 VII. TAXES SELLER shall bear all income or capital gains taxes, if any, which are assessed on account of this sale by any country or any subdivision thereof, and shall hold BUYER harmless from and against any such taxes. BUYER shall bear all sales, value added or any other type of taxes, if any, which are assessed on account of this sale by any country or any subdivision thereof, regardless of against whom the tax is assessed, and shall hold SELLER harmless from and against such taxes. VIII. FLAGGING AUTHORITIES If BUYER intends to leave the Rig flagged in the current flag country, BUYER shall, immediately following this sale, notify the appropriate flag country authorities that the Rig has been sold to it, and shall hold SELLER harmless from any charges, penalties or fees assessed by the flag country authorities in connection with a failure to timely notify them of this sale, or the change in ownership of the Rig. IX. CHOICE OF LAW AND VENUE The parties agree that this Agreement shall be governed by and construed in accordance with the laws of the Cayman Islands, and the courts of the Cayman Islands shall be the exclusive courts of venue and jurisdiction for any claim or action brought hereunder. X. BROKERAGE Each party agrees to indemnify the other party from and against all loss, cost, damage, or expense arising out of claims for fees or commissions of brokers employed or alleged to have been employed by such indemnifying party. XI. COST OF THE TRANSACTION Whether or not the transactions contemplated hereby shall be consummated, the parties agree that each party will pay the fees, expenses and disbursements of such party and its agents, representatives, and counsel incurred in connection with the subject matter of this Agreement. It is recommended by SELLER that BUYER have third party experts inspect the Rig prior to purchase by BUYER. Although SELLER shall make the Rig available and cooperate in facilitating any such inspection, BUYER agrees that the costs for carrying out such inspection shall belong to BUYER and BUYER shall reimburse to SELLER any costs or expenses SELLER incurs in preparing the Rig for inspection. XII. NOTICES Any notice, demand or communication required, permitted or desired to be given hereunder shall be deemed effectively given when personally delivered or telecopied or mailed by prepaid certified mail, return receipt requested, addressed as follows: 4 SELLER: R&B Falcon Corporation Four Greenway Plaza Houston, Texas, 77046 Tel: 713 ###-###-#### Fax: 713 ###-###-#### Attn: Mr. Eric B. Brown BUYER: Transocean Offshore International Ventures Limited Walker House, P.O. Box 265 George Town, Grand Cayman, Cayman Islands Tel: 345 ###-###-####; Fax: 345 ###-###-#### Attn: Mr. Iain McMurdo or to such other address, and to the attention of such other person or officer as any party may designate. XIII. SEVERABILITY In the event any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason and in any respect, such invalidity, illegality, or unenforceability shall in no event affect, prejudice of disturb the validity of the remainder of this Agreement, which shall be in full force and effect, enforceable in accordance with its terms. XIV. ENTIRE AGREEMENT/AMENDMENT This Agreement supersedes all previous contracts, and constitutes the entire agreement of whatsoever kind or nature existing between or among the parties respecting the sale of the Rig and no party shall be entitled to other benefits than those specified herein. As between or among the parties, no oral statements, prior correspondence, schedules, lists, brochures, drawings or written material of any kind not specifically incorporated herein shall be of any force and effect, and shall not be relied upon by either party. All prior representations or agreements, whether written or verbal, not expressly incorporated herein, are superseded and no changes in or additions to this Agreement shall be recognized unless and until made in writing and signed by both parties hereto. XV. LEGAL FEES AND COSTS In the event any party elects to incur legal expenses to enforce or interpret any provision of this Agreement or to defend against a claim by the other party, the prevailing party will be entitled to recover from the losing party such legal expenses, including, without limitation, attorneys' fees, costs, and necessary disbursements, in addition to any other relief to which such party shall be entitled. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in multiple originals and counterparts by their duly authorized officers, all as of the day and year first above written. 5 SELLER: R&B FALCON CORPORATION By: /s/ William Turcotte -------------------------- Name: William Turcotte ------------------------ Title: Assistant Secretary ----------------------- BUYER: TRANSOCEAN OFFSHORE INTERNATIONAL VENTURES LIMITED By: /s/ Brian Voegele -------------------------- Name: Brian Voegele ------------------------ Title: Vice President ----------------------- 6 EXHIBIT "A" ----------- MEMORANDUM OF CANCELLATION This MEMORANDUM OF CANCELLATION (this "Memorandum") is executed as of _______________, 2001 by and between TRANSOCEAN OFFSHORE INTERNATIONAL VENTURES LTD., a limited liability company duly organized under the laws of the Cayman Islands and with a registered office in St. Michael's, Barbados ("TOIVL") and R&B FALCON CORPORATION, a Delaware corporation with principal offices in Houston, Texas, USA ("Borrower"). WITNESSETH: WHEREAS, Transocean Sedco Forex Inc., a Cayman Islands corporation ("TSF") has entered into that certain Revolving Credit Agreement dated as of April 6, 2001 (as amended or otherwise modified from time to time, the "Credit Agreement"), between TSF, as the Lender, and the Borrower (Capitalized terms not defined herein are defined in the Credit Agreement); and WHEREAS, in connection with the Credit Agreement, the Borrower executed that certain Promissory Note in the original principal amount of $1,800,000,000 payable to TSF (the "Promissory Note"); and WHEREAS, pursuant to that certain Payment Rights Contribution Agreement dated as of __________, 2001 by and between TSF and TOIVL, TSF assigned, as a contribution to the capital of TOIVL, the right to receive payment under the Promissory Note in an amount equal to $1,245,000,000, plus interest thereon (the "Contributed Obligations"); and WHEREAS, pursuant to that certain Drilling Rig Sale Agreement dated as of ____________, 2001 by and between TOIVL and the Borrower (the "Drilling Rig Sale Agreement"), TOIVL desires to cancel the indebtedness of the Borrower represented by the Contributed Obligations as consideration for the assets and property which shall be transferred to Borrower and which are the subject matter of the Drilling Rig Sale Agreement. NOW, THEREFORE, the parties hereby agree as follows: 1. TOIVL hereby cancels an amount of the Contributed Obligations equal to the principal amount of $145,000,000 (the "Cancelled Amount") effective on ________________ (the "Cancellation Date"). 2. On the Cancellation Date, Borrower shall assign, convey and transfer to TOIVL the assets and property described on Exhibit A ---------- attached hereto. 3. Borrower agrees to the cancellation of the Cancelled Amount and agrees to execute and deliver all such further acts, conveyances, documents and assurances reasonably requested by TOIVL in order to carry out and effectuate the transfer of property contemplated above. 4. From and after the Cancellation Date, Borrower shall not be obligated to pay to TOIVL any amounts attributable to or relating to the Cancelled Amount, whether consisting of sums advanced, interest thereon, or any other amounts of any character whatsoever. 5. It is agreed and understood that no cancellation hereunder shall affect the Borrower's liability for Loans under the Credit Agreement which are not Contributed Obligations. IN WITNESS WHEREOF, the parties have caused this Memorandum to be duly executed by their respective officers thereunto duly authorized. TRANSOCEAN OFFSHORE INTERNATIONAL VENTURES LTD. By:______________________________ Name:____________________________ Title:___________________________ R&B FALCON CORPORATION By:______________________________ Name:____________________________ Title:___________________________ The undersigned acknowledges the cancellation of the Cancelled Amount and agrees that an amount equal to the Cancelled Amount shall be restored to availability under the Credit Facility Commitment of the Credit Agreement. TRANSOCEAN SEDCO FOREX INC. By:______________________________ Name:____________________________ Title:___________________________ EXHIBIT "B" ----------- PROFORMA BILL OF SALE --------------------- BILL OF SALE PROPERTY DESCRIPTION: Offshore Drilling Rig - "Deepwater Navigator", Marshall Islands Official No. 1328 (the "Drilling Rig") _____________________________________________________________________________ SELLER: R&B Falcon Corporation INTEREST OWNED: 100% _____________________________________________________________________________ BUYER: Transocean Offshore International INTEREST TRANSFERRED: 100% Ventures Limited _____________________________________________________________________________ CONSIDERATION RECEIVED: Ten dollars and other good and valuable consideration _____________________________________________________________________________ The Seller hereby sells to the Buyer named above, all of its right, title and interest in the Drilling Rig named above, and hereby grants to the Buyer full subrogation in and to all of the rights and actions of warranty which the Seller has or may have against all preceding owners and vendors of the Drilling Rig. TO HAVE AND TO HOLD the Drilling Rig unto the Buyer, its executors, administrators, successors, and assigns, to the sole and only proper use, benefit and behalf of the Buyer, its executors, administrators, successors, and assigns forever. The Seller hereby warrants title to the Drilling Rig and hereby warrants and guarantees that the Drilling Rig is free and clear of any and all liens (whether tort, contract, or arising by operation of law), mortgages, charters, debts, charges, assessments, privileges, levies or other encumbrances of any kind or nature whatsoever, whether recorded, secret, state, maritime, tax or otherwise, as of the date and time of the execution of this instrument. THIS SALE IS MADE ON AN "AS IS, WHERE IS" BASIS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, BY SELLER, AND SELLER DOES NOT MAKE ANY WARRANTY, GUARANTY, OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH REGARD TO THE DRILLING RIG, INCLUDING, BUT NOT LIMITED TO, AS TO SEAWORTHINESS, VALUE, DESIGN, OPERATION, MERCHANTABILITY, FITNESS FOR USE OR PARTICULAR PURPOSE OF THE DRILLING RIG OR AS TO THE ELIGIBILITY OF THE DRILLING RIG FOR ANY PARTICULAR TRADE, AND BUYER HEREBY WAIVES AS AGAINST SELLER ALL WARRANTIES OR REMEDIES OR LIABILITIES WITH RESPECT TO SUCH WARRANTIES, ARISING BY LAW OR OTHERWISE WITH RESPECT TO THE DRILLING RIG, INCLUDING, BUT NOT LIMITED TO (1) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND (2) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. Dated: ____________________ R&B Falcon Corporation Transocean Offshore International Ventures Limited By:_______________________ By:__________________________ Name:_____________________ Name:________________________ Title:____________________ Title:_______________________ NOTARIAL CERTIFICATE I, ___________________________________, NOTARY PUBLIC, duly authorized, admitted and sworn, residing and practicing at _____________________________________, do hereby certify that the signature "____________________________" that appears at the foot of the foregoing Bill Of Sale is the authentic signature of the said ___________________________________ who has produced sufficient proof of his power to execute the said Bill Of Sale on behalf of R&B Falcon Corporation. In testimony whereof I have hereunto subscribed my name and affixed my seal of office this _________ day of _________________________, 2001. ____________________ Notary Public NOTARIAL CERTIFICATE I, ___________________________________, NOTARY PUBLIC, duly authorized, admitted and sworn, residing and practicing at _____________________________________, do hereby certify that the signature "____________________________" that appears at the foot of the foregoing Bill Of Sale is the authentic signature of the said ___________________________________ who has produced sufficient proof of his power to execute the said Bill Of Sale on behalf of Transocean Offshore International Ventures Limited. In testimony whereof I have hereunto subscribed my name and affixed my seal of office this _________ day of _________________________, 2001. ____________________ Notary Public EXHIBIT "C" ----------- PROFORMA CERTIFICATE OF ACCEPTANCE OF DELIVERY ---------------------------------------------- CERTIFICATE OF ACCEPTANCE OF DELIVERY The undersigned Transocean Offshore International Ventures Limited, a limited liability company duly organized under the laws of the Cayman Islands ("Buyer"), does hereby accept for all purposes the sale and transfer of legal title to and acknowledges acceptance of physical possession of that certain dynamically positioned drillship known as the "DEEPWATER NAVIGATOR", being of Marshall Islands flag and registry with official registration number of 1327 IMO No. 7112890 and does also hereby accept the Bill of Sale for such vessel delivered this day to it by R&B Falcon Corporation, a corporation duly organized under the laws of Delaware ("Seller"). Legal title and risk of loss is agreed to have transferred from Seller to Buyer at _______ o'clock __.m. on __________________, 2001, ________________________ Time. R&B FALCON CORPORATION TRANSOCEAN OFFSHORE INTERNATIONAL VENTURES LIMITED By:______________________ By:______________________ Name:____________________ Name:____________________ Title:___________________ Title:___________________