Exhibit 10.2
EXECUTION
COPY
GLOBALSANTAFE
CORPORATION
(“Company”)
Ordinary Shares
TERMS
AGREEMENT
December 14, 2005
Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019
Dear Sirs:
The undersigned agrees to sell to
Lehman Brothers Inc. (the “Underwriter”), and the
Underwriter agrees to purchase on the terms and subject to the
conditions of the Underwriting Agreement (“Underwriting
Agreement”) attached hereto, the following securities
(“Offered Securities”) on the following
terms:
Title : Ordinary Shares, par value $0.01 per share, of
GlobalSantaFe Corporation.
Aggregate Number of
Shares :
20,000,000.
Purchase Price
: $48.86 per share.
Expected Reoffering
Price : $49.00 per share,
subject to change by the Underwriter.
Closing Date
: December 19, 2005 at 10:00
a.m. (Eastern Standard Time).
Place of Delivery and
Payment: Baker Botts
L.L.P.; One Shell Plaza; 910 Louisiana Street, Houston, Texas
77002.
Method of and Specified Funds for
Payment of Purchase Price : By wire transfer to a bank account specified
by the Company in Federal (same day) funds.
Form/Method of Delivery of
Offered Securities :
Credit to Underwriter’s account at The Depository Trust
Company.
Notice to Underwriter Shall Be
Directed to:
Lehman Brothers Inc.
745 Seventh Avenue
New York, NY 10019
Attention: Syndicate
Registration
Fax: 646.834-8133
With a copy to:
Director of Litigation
Office of the General
Counsel
Lehman Brothers Inc.
399 Park Avenue
10th Floor
New York, NY 10022
Fax: 212.520-0421
Counsel for the
Underwriter : Andrews
Kurth LLP.
Specified
Subsidiaries: The
Specified Subsidiaries are set forth on Schedule I
hereto.
Applicable Time:
6:00 a.m. on the date of the Terms
Agreement.
Over-allotment
Provisions :
None.
Lock-up Period (if
any) : With respect to
the Company, for a period of 90 days from the date of the Terms
Agreement.
Research Analyst
Independence: The Company
acknowledges that the Underwriter’s research anal
