exv10w1



 





Exhibit 10.1




EXECUTION COPY




	 	 	 
	GOLDMAN SACHS CREDIT PARTNERS L.P.
	 	LEHMAN BROTHERS COMMERCIAL BANK
	85 Broad Street
	 	LEHMAN COMMERCIAL PAPER INC.
	New York, New York 10004
	 	745 Seventh Avenue
	 
	 	New York, New York 10019
	 	 	 
	 
	 	LEHMAN BROTHERS INC.
	 
	 	745 Seventh Avenue
	 
	 	New York, New York 10019






PERSONAL AND CONFIDENTIAL 




July 21, 2007




Transocean Inc.

4 Greenway Plaza

Houston, Texas 77046

Attention: General Counsel




GlobalSantaFe Corporation

15375 Memorial Drive

Houston, Texas 77079

Attention: General Counsel




Commitment Letter




Ladies and Gentlemen:



We are pleased to confirm the arrangements under which (a) Goldman Sachs Credit Partners L.P.
(“GSCP”) is exclusively authorized by Transocean Inc., a corporation organized under the laws of
the Cayman Islands (“Red” or the “Borrower”), and GlobalSantaFe Corporation, a corporation
organized under the laws of the Cayman Islands (“Blue” and, together with Red, the “Parents” or
“you”) to act as joint lead arranger, joint bookrunner (with “left side” designation) and
administrative agent for the Bridge Loan Facility (as defined below), (b) Lehman Brothers Inc.
(“LBI”) is exclusively authorized by the Parents to act as joint lead arranger and joint bookrunner
for the Bridge Loan Facility, and (c) Lehman Commercial Paper Inc. (“LCPI”) is exclusively
authorized by the Parents to act as syndication agent for the Bridge Loan Facility, in each case on
the terms and subject to the conditions set forth in this letter and the attached Annexes A, B, C,
D and E hereto (collectively, the “Commitment Letter”). In connection with the foregoing, GSCP,
Lehman Brothers Holdings Inc. (collectively, with affiliates, the “LBHI”) and Lehman Brothers
Commercial Bank (collectively, with affiliates, “LBCB” and together with LBHI, the




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“Lehman Lenders”) severally (and not jointly) commit to provide the financing for certain
transactions described herein, on the terms and subject to the conditions set forth in this
Commitment Letter.



You have informed GSCP and each Lehman Party that Red intends to acquire (the “Acquisition”)
Blue (together with its subsidiaries, the “Merged Business”). You have also informed us that the
Acquisition will be accomplished through the merger by way of scheme of arrangement qualifying as
an amalgamation (the “Merger”) of a newly created, wholly-owned subsidiary of Red (“Merger Sub”)
with Blue pursuant to an Agreement and Plan of Merger among Red, Blue and Merger Sub (the “Merger
Agreement”) and that Merger Sub will be the surviving entity following the Merger. Immediately
prior to the Merger and in connection with a reclassification (the “Reclassification”) by scheme of
arrangement of Red’s outstanding ordinary shares pursuant to the Merger Agreement, shareholders of
Red will receive new ordinary shares of Red and certain cash consideration (the “Red Cash
Consideration”). In connection with the Merger, shareholders of Blue will receive ordinary shares
of Red (after giving effect to the Reclassification) and certain cash consideration (the “Blue Cash
Consideration” and, together with the Red Cash Consideration, the “Cash Consideration”). In
addition, certain indebtedness of the Parents will be refinanced (the “Refinancing”) with their
respective excess cash. You have also informed us that the Cash Consideration will be financed
from the proceeds of a $15.0 billion Senior Unsecured Bridge Loan Facility (the “Bridge Loan
Facility”).



Each of GSCP and LBI is pleased to confirm its commitment to act, and you hereby appoint each of
GSCP and LBI to act, as joint lead arrangers and joint bookrunners (in such capacities, each an
“Arranger” and collectively the “Arrangers”) for the Bridge Loan Facility, in each case on the
terms and subject to the conditions contained in this Commitment Letter. GSCP is pleased to
confirm its commitment to act, and you hereby appoint GSCP to act, as administrative agent (the
“Administrative Agent”) for the Bridge Loan Facility, and to provide the Borrower a portion of the
Bridge Loan Facility in an aggregate principal amount equal to $10.0 billion, on the terms and
subject to the conditions contained in this Commitment Letter. You agree that GSCP will have
“left” placement in any and all marketing materials or other documentation used in connection with
the Bridge Loan Facility. LCPI is pleased to confirm its commitment to act, and you hereby appoint
LCPI to act, as syndication agent (the “Syndication Agent”), on the terms and subject to the
conditions contained in this Commitment Letter. The Lehman Lenders are pleased to confirm their
commitment to provide the Borrower a portion of the Bridge Loan Facility in an aggregate principal
amount equal to $5.0 billion, on the terms and subject to the conditions contained in this
Commitment Letter. GSCP’s and the Lehman Lenders’, LBI’s and LCPI’s ( collectively, the “Lehman
Parties”) fees for services related to the Bridge Loan Facility are set forth in a separate fee
letter (the “Fee Letter”) entered into by the Parents, GSCP and the Lehman Parties on the date
hereof. In addition, pursuant to an engagement letter (the “Engagement Letter”) entered into on
the date hereof, among the Parents, Goldman, Sachs & Co. (“Goldman Sachs”) and LBI, the Parents
have, among other things, offered Goldman Sachs and LBI the right to act as joint underwriters,
initial purchasers, joint bookrunners and/or joint placement agents, in each case, for the Parents
and for their respective affiliates in connection with any underwritten offering or private
placement of Permanent Securities (as defined therein).



GSCP’s and the Lehman Lenders’ commitments are subject to, as of the Closing Date (as defined in
Annex B), there not having been or continuing to exist any event, change, occurrence, effect, fact,
circumstance or condition since December 31, 2006 that, individually or in the aggregate, has had
or is reasonably likely to have, a “Material Adverse Effect,” as defined in the Merger Agreement,
and not otherwise actually disclosed in or contemplated by the Merger Agreement, including the
schedules thereto (to the extent permitted to be disclosed pursuant to the terms of the Merger
Agreement), with respect to the Borrower and its subsidiaries, taken as a whole, or Blue and its
subsidiaries, taken as a whole. GSCP’s and the Lehman Parties’ respective commitments are also
subject to the negotiation, execution and delivery of appropriate definitive loan documents
relating to the Bridge Loan Facility including,


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without limitation, a credit agreement and other related definitive documents (collectively, the
“Loan Documents”) to be based upon and consistent with the terms set forth in this Commitment
Letter and the Existing Facility (as defined in Annex B) and otherwise reasonably acceptable to the
Parents, GSCP, and the Lehman Parties.



GSCP and each Lehman Party intends and reserves the right to syndicate the Bridge Loan Facility to
the Lenders (as defined in Annex B), and you acknowledge and agree that GSCP and the Lehman Parties
intend to commence syndication efforts promptly following your acceptance of this Commitment
Letter. GSCP and the Lehman Parties will select the Lenders with the consent of the Parents (not
to be unreasonably withheld or delayed). GSCP and the Lehman Parties will lead the syndication (in
consultation with the Parents), including determining the timing of all offers to potential
Lenders, any title of agent or similar designations or roles awarded to any Lender and the
acceptance of commitments, the amounts offered and the compensation provided to each Lender from
the amounts to be paid to GSCP and the Lehman Parties pursuant to the terms of this Commitment
Letter and the Fee Letter. GSCP and the Lehman Parties will determine (in consultation with the
Parents) the final commitment allocations. Each Parent agrees to use commercially reasonable
efforts to ensure that GSCP’s and the Lehman Parties’ syndication efforts benefit from the existing
lending relationships of such Parent and its respective subsidiaries. To facilitate an orderly and
successful syndication of the Bridge Loan Facility, you agree that, until the earlier of the date
on which GSCP and the Lehman Lenders collectively hold no more than one-third of the total
outstanding commitments under the Bridge Loan Facility (a “Successful Syndication”) and 60 days
following the date of initial funding under the Bridge Loan Facility, the Parents and their
respective subsidiaries will not syndicate or issue, attempt to syndicate or issue, announce or
authorize the announcement of the syndication or issuance of any third-party debt facility or debt
security of the Parents or any of their respective subsidiaries (other than (i) the Bridge Loan
Facility, (ii) in connection with the increase of the aggregate amount of Red’s existing Working
Capital Facility (as defined in Annex B) to $2.0 billion; provided that Red shall have
first consulted with GSCP and the Lehman Parties, and (iii) additional indebtedness the proceeds of
which are used to reduce on a dollar-for-dollar basis the commitments of GSCP and the Lehman
Lenders hereunder (proportionately, based upon the amount of their respective commitments
hereunder); provided that if such indebtedness is a loan facility the Parents shall have
first consulted with GSCP and the Lehman Parties), including any renewals or refinancings of any
existing debt facility or debt security, without the prior written consent of GSCP and the Lehman
Parties. GSCP and the Lehman Parties shall provide the Parents prompt notice of the achievement of
a Successful Syndication. Without limiting the Parents’ obligations to assist with the syndication
as set forth in this Commitment Letter and subject to the immediately succeeding paragraph, GSCP
and the Lehman Lenders agree that the completion of such syndication is not a condition to their
commitments under this Commitment Letter.



The Parents agree to cooperate with the Arrangers in connection with (i) the preparation of an
information package regarding the business, operations, financial projections and prospects of the
Parents and their respective subsidiaries including, without limitation, the delivery of all
information relating to the transactions contemplated hereunder prepared by or on behalf of the
Parents or their respective subsidiaries deemed reasonably necessary by the Arrangers to complete
the syndication of the Bridge Loan Facility (including, without limitation, obtaining a corporate
family rating from Moody’s Investor Services, Inc. (“Moody’s”) and a corporate credit rating from
Standard & Poor’s Ratings Group, a division of The McGraw Hill Corporation (“S&P”)) and (ii) the
presentation of an information package customary in format and content in meetings and other
communications with prospective Lenders in connection with the syndication of the Bridge Loan
Facility (including, without limitation, direct contact between senior management and
representatives of the Parents and their respective subsidiaries with prospective Lenders and
participation of such persons in meetings); provided that (i) each Parent shall not be
required to provide any information required hereby to the extent such information relates solely
to the other Parent and its subsidiaries and (ii) Red shall solely be responsible for any combined
financial


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projections included in such materials. The Parents further agree that the commitment of GSCP and
the Lehman Lenders hereunder is conditioned upon the Parents’ satisfaction in all material respects
of the requirements of the foregoing provisions of this paragraph by a date sufficient to afford
the Arrangers a period of at least 30 consecutive days following the launch of the general
syndication of the Bridge Loan Facility to syndicate the Bridge Loan Facility prior to the Closing
Date (as defined in Annex B). The Parents will be solely responsible for the contents of any such
information package and presentation and acknowledge that GSCP and the Lehman Parties will be using
and relying upon the information contained in such information package and presentation without
independent verification thereof; provided that (i) each Parent will not be responsible for
the contents thereof relating to the other Parent and its subsidiaries to the extent provided
solely by or on behalf of the other Parent and its subsidiaries and (ii) Red shall solely be
responsible for any combined financial projections included in such materials. The Parents agree
that information regarding the Bridge Loan Facility and information provided by the Parents or
their respective representatives to GSCP and the Lehman Parties in connection with the Bridge Loan
Facility (including, without limitation, draft and execution versions of the Loan Documents,
opinions of counsel, publicly filed financial statements, and draft or final offering materials
relating to contemporaneous or prior securities issuances by the Parents) may be disseminated to
potential Lenders and other persons through one or more internet sites (including an IntraLinks,
SyndTrak or other electronic workspace (the “Platform”)) created for purposes of syndicating the
Bridge Loan Facility or otherwise, in accordance with each Arranger’s standard syndication
practices (including hard copy and via electronic transmissions), and you acknowledge that none of
GSCP, the Lehman Parties or any of their respective affiliates will be responsible or liable to you
or any other person or entity for damages arising from the use by others of the information or
other materials obtained on the Platform.



The Parents acknowledge that certain of the Lenders may be “public side” Lenders (i.e. Lenders that
do not wish to receive material non-public information with respect to the Parents or their
respective subsidiaries or their respective securities) (each, a “Public Lender”). At the request
of GSCP or the Lehman Parties, the Parents agree to prepare an additional version of the
information package and presentation to be used by Public Lenders that does not contain material
non-public information concerning the Parents, their respective subsidiaries or their respective
securities. It is understood that in connection with your assistance described above,
authorization letters will be included in any Confidential Information Memorandum that authorize
the distribution of the Confidential Information Memorandum to prospective Lenders, containing a
representation to the Arrangers that the public-side version does not include material non-public
information about the Parents, their respective subsidiaries or their respective securities. In
addition, the Parents agree that unless specifically labeled “Private — Contains Non-Public
Information,” no information, documentation or other data disseminated to prospective Lenders in
connection with the syndication of the Bridge Loan Facility, whether through an internet site
(including, without limitation, the Platform), electronically, in presentations at meetings or
otherwise, will contain any material non-public information concerning the Parents, their
respective subsidiaries or their securities. For the avoidance of any doubt, the each Parent
acknowledges and agrees that the following documents may be distributed to Public Lenders (unless
such Parent promptly notifies GSCP and the Lehman Parties that any such document contains material
non-public information with respect to such Parent, its subsidiaries or its securities): (a) drafts
and final versions of the Loan Documents and opinions of counsel; (b) administrative materials
prepared by the Arrangers for prospective Lenders (such as a lender meeting invitation, allocations
and funding and closing memoranda); and (c) term sheets and notification of changes in the terms of
the Bridge Loan Facility.



Each Parent represents and covenants that (i) all information (other than financial projections,
budgets, other forward-looking information and information of a general economic or industry
nature) provided directly or indirectly by such Parent or its subsidiaries to GSCP, the Lehman
Parties or the Lenders in connection with the transactions contemplated hereunder is and will be,
when taken as a whole, complete and correct in all material respects and does not and will not
contain any untrue statement of a material


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fact or omit to state a material fact necessary to make the statements contained therein not
materially misleading and (ii) the financial projections that have been or will be made available
to GSCP, the Lehman Parties or the Lenders by or on behalf of such Parent or its subsidiaries have
been and will be prepared in good faith based upon assumptions that are believed by the preparer
thereof to be reasonable at the time made, it being understood and agreed that financial
projections are not a guarantee of financial performance and actual results may differ from
financial projections and such differences may be material; provided that, notwithstanding
the foregoing, with respect to any combined financial projections for the Borrower and the Merged
Business the representation and covenant in this clause (ii) shall be made by Red with respect to
such combined financial projections. Each Parent agrees that if at any time prior to the Closing
Date, any of the representations in the preceding sentence by such Parent would be incorrect in any
material respect if the information and financial projections were being furnished, and such
representations were being made, at such time, then such Parent will promptly supplement, or cause
to be supplemented, the information and financial projections so that such representations will be
correct in all material respects under those circumstances. We understand and agree that none of
Red or any of its affiliates represents or covenants with respect to Blue or any of its affiliates,
except as provided in the proviso to clause (ii) of this paragraph, and none of Blue or any of its
affiliates represents or covenants with respect to Red or any of its affiliates.



In connection with arrangements such as this, it is our respective firm’s policy to receive
indemnification. Each Parent agrees to the provisions with respect to our indemnity and other
matters set forth in Annex A, which is incorporated by reference into this Commitment Letter.



This Commitment Letter may not be assigned by you without the prior written consent of GSCP and the
Lehman Parties (and any purported assignment without such consent will be null and void), is
intended to be solely for the benefit of the parties hereto and is not intended to confer any
benefits upon, or create any rights in favor of, any person other than the parties hereto. Each of
GSCP and the Lehman Lenders may assign its commitment hereunder, in whole or in part, to any of its
affiliates or, as provided above, to any Lender (with the prior consent of the Parents, which shall
not be unreasonably withheld or delayed) prior to the Closing Date, and upon such assignment, GSCP
or the Lehman Lenders, as applicable, will be released from the portion of its commitment hereunder
that has been assigned; provided that if such assignment is to a Lender such assignment
shall be approved by the Parents and shall be pursuant to documentation reasonably acceptable to
the Parents enforceable by the Parents against such Lender. Neither this Commitment Letter nor the
Fee Letter may be amended or any term or provision hereof or thereof waived or modified except by
an instrument in writing signed by each of the parties hereto and thereto, and any term or
provision hereof or thereof may be amended or waived only by a written agreement executed and
delivered by all parties hereto.



Each of GSCP and the Lehman Lenders hereby notifies the Parents that pursuant to the requirements
of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the
“Patriot Act”) it and each Lender may be required to obtain, verify and record information that
identifies the Borrower, which information includes the name and address of, the Borrower and other
information that will allow GSCP, the Lehman Lenders and each Lender to identify the Borrower in
accordance with the Patriot Act. This notice is given in accordance with the requirements of the
Patriot Act and is effective for GSCP, the Lehman Lenders and each Lender.  



Please note that this Commitment Letter, the Fee Letter and any written or oral advice
provided by GSCP and the Lehman Parties in connection with this arrangement are exclusively for the
information of the Parents and may not be disclosed to any third party or circulated or referred to
publicly without our prior written consent except, after providing written notice to GSCP and the
Lehman Parties, pursuant to a subpoena or order issued by a court of competent jurisdiction or by a
judicial, administrative or legislative body or committee; provided that we hereby consent
to (a) your disclosure of (i) this Commitment Letter,


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the Fee Letter and such advice to the Parents’ respective officers, directors and legal and
accounting advisors who are directly involved in the consideration of the Bridge Loan Facility and
who have been informed by you of the confidential nature of such advice and the Commitment Letter
and Fee Letter and who have agreed to treat such information confidentially, and (ii) this
Commitment Letter and the information contained herein and the aggregate amount (and accounting
effect) of the fees provided for in the Fee Letter, in each case as required by applicable law or
compulsory legal process or rule of a stock exchange and as required to be disclosed in the press
release concerning the Acquisition, the proxy materials directly related to the Acquisition and
related filings (in which case you agree to inform us promptly thereof) and (b) the reference to
the Fee Letter in the Merger Agreement and, to the extent required, in the proxy materials directly
related to the Acquisition and related filings. The provisions of this paragraph shall survive any
termination or completion of the arrangement provided by this Commitment Letter.



As you know, each of Goldman Sachs and LBI is a full service securities firm engaged, either
directly or through its respective affiliates in various activities, including securities trading,
investment management, financing and brokerage activities and financial planning and benefits
counseling for both companies and individuals. In the ordinary course of these activities, Goldman
Sachs, LBI or their respective affiliates may actively trade the debt and equity securities (or
related derivative securities) of the Parents, their respective subsidiaries and other companies
which may be the subject of the arrangements contemplated by this letter for their own account and
for the accounts of their customers and may at any time hold long and short positions in such
securities. Goldman Sachs, LBI or their respective affiliates may also co-invest with, make direct
investments in, and invest or co-invest client monies in or with funds or other investment vehicles
managed by other parties, and such funds or other investment vehicles may trade or make investments
in securities or other debt obligations of the Parents, their respective subsidiaries or other
companies which may be the subject of the arrangements contemplated by this Commitment Letter.



GSCP and its affiliates, including Goldman Sachs (collectively “GS”) and the Lehman Parties and
their affiliates (collectively “Lehman”) may have economic interests that conflict with those of
the Parents. You agree that GS and Lehman will act under this Commitment Letter as an independent
contractor and that nothing in this Commitment Letter or the Fee Letter or otherwise will be deemed
to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between
GS and Lehman and the Parents, their respective shareholders or their respective affiliates (except
as may otherwise be agreed to by either GS or Lehman in a separate written agreement with such
Parent). You acknowledge and agree that (i) the transactions contemplated by this Commitment
Letter and the Fee Letter are arm’s-length commercial transactions between GS and Lehman, on the
one hand, and each Parent, on the other, (ii) in connection therewith and with the process leading
to such transaction GS and Lehman are acting solely as a principal and not the agent or fiduciary
of either Parent, its management, shareholders, creditors or any other person, (iii) neither GS nor
Lehman have assumed an advisory or fiduciary responsibility in favor of either Parent with respect
to the transactions contemplated hereby or the process leading thereto (irrespective of whether GS,
Lehman or any of their respective affiliates have advised or are currently advising a Parent on
other matters) or any other obligation to such Parent, except the obligations expressly set forth
in this Commitment Letter and the Fee Letter and as may otherwise be agreed to by either GS or
Lehman in a separate written agreement with such Parent and (iv) each Parent has consulted its own
legal and financial advisors to the extent it deemed appropriate. Each Parent further acknowledges
and agrees that it is responsible for making its own independent judgment with respect to such
transactions and the process leading thereto. Each Parent agrees that it will not claim that GS or
Lehman has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty
to such Parent, in connection with such transaction or the process leading thereto (except as may
otherwise be agreed to by either GS or Lehman in a separate written agreement with such
Parent) . In addition, GS and Lehman may employ the services of their respective
affiliates in providing certain services hereunder and may exchange with such affiliates
information concerning the Parents, their respective subsidiaries


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and other companies that may be the subject of this arrangement, and such affiliates shall be
entitled to the benefits afforded to GS and Lehman hereunder.



In addition, please note that none of GSCP, Goldman Sachs, the Lehman Parties or their respective
affiliates provide accounting, tax or legal advice.



Consistent with GSCP’s and the Lehman Parties’ policies to hold in confidence the affairs of its
customers (including pursuant to the terms of any separate agreement among the parties hereto
entered into in connection with the Acquisition or the Bridge Loan Facility), neither GSCP nor the
Lehman Parties will furnish confidential information obtained from you by virtue of the
transactions contemplated by this Commitment Letter to any of its other customers. Furthermore,
you acknowledge that none of GSCP, the Lehman Parties or any of their respective affiliates has an
obligation to use in connection with the transactions contemplated by this Commitment Letter, or to
furnish to you, confidential information obtained or that may be obtained by them from any other
person.



Each of GSCP’s and the Lehman Lenders’ commitments hereunder will terminate upon the first to occur
of (i) the consummation of the Acquisition, (ii) the termination of the Merger Agreement and (iii)
the date that is one year from the effective date of the Merger Agreement (which date shall not be
later than July 31, 2007) unless the closing of the Bridge Loan Facility, on the terms and subject
to the conditions contained herein, shall have been consummated on or before such date.



Each Parent agrees that any suit or proceeding arising in respect to this letter or our commitment
or the Fee Letter will be tried exclusively in the U.S. District Court for the Southern District of
New York or, if that court does not have subject matter jurisdiction, in any state court located in
the City of New York, and each Parent agrees to submit to the exclusive jurisdiction of, and to
venue in, such court. Each Parent hereby appoints CT Corporation, as its agent for service of
process for purposes of the foregoing sentence only. Any right to trial by jury with respect to
any action or proceeding arising in connection with or as a result of either our commitment or any
matter referred to in this letter or the Fee Letter is hereby waived by the parties hereto. This
Commitment Letter and the Fee Letter shall be governed by and construed in accordance with the laws
of the State of New York without regard to principles of conflicts of laws.



This Commitment Letter may be executed in any number of counterparts, each of which when executed
will be an original, and all of which, when taken together, will constitute one agreement.
Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile
transmission or electronic transmission (in pdf format) will be effective as delivery of a manually
executed counterpart hereof. This Commitment Letter and the Fee Letter are the only agreements
that have been entered into among the parties hereto with respect to the Bridge Loan Facility and
set forth the entire understanding of the parties with respect thereto and supersede any prior
written or oral agreements among the parties hereto with respect to the Bridge Loan Facility.




[Remainder of page intentionally left blank.]




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     Please confirm that the foregoing is in accordance with your understanding by signing and
returning to GSCP and the Lehman Parties the enclosed copy of this Commitment Letter, together, if
not previously executed and delivered, with the Fee Letter on or before the close of business on
July 27, 2007, whereupon this Commitment Letter and the Fee Letter will become binding agreements
between us. If not signed and returned as described in the preceding sentence by such date, this
offer will terminate on such date. We look forward to working with you on this assignment.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	GOLDMAN SACHS CREDIT PARTNERS L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Bruce H. Mendelsohn
 

Authorized Signatory
	 	 
	 
	 	 	 	 	 	 
	 	 	LEHMAN COMMERCIAL PAPER INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gregory L. Smith
 

	 	 
	 	 	Name: Gregory L. Smith

Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	LEHMAN BROTHERS COMMERCIAL BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Brian McNany
 

	 	 
	 	 	Name: Brian McNany

Title: Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	LEHMAN BROTHERS INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gregory L. Smith
 

	 	 
	 	 	Name: Gregory L. Smith

Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	LEHMAN BROTHERS HOLDINGS INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gregory L. Smith
 

	 	 
	 	 	Name: Gregory L. Smith

Title: Managing Director	 	 






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	ACCEPTED AS OF July 21, 2007:	 	 
	 
	 	 	 	 
	TRANSOCEAN INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Robert L. Long
 

	 	 
	Name: Robert L. Long

Title: Chief Executive Officer	 	 
	 
	 	 	 	 
	GLOBALSANTAFE CORPORATION	 	 
	 
	 	 	 	 
	By:

	 	/s/ Jon A. Marshall
 

	 	 
	Name: Jon A. Marshall

Title: President and Chief Executive Officer	 	 







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Annex A



In the event that GSCP or any Lehman Party becomes involved in any capacity in any action,
proceeding or investigation brought by or against any person, including shareholders of each
Parent, in connection with or as a result of either this arrangement or any matter referred to in
this Commitment Letter or the Fee Letter (together, the “Letters”), such Parent agrees to reimburse
GSCP and each Lehman Party, as the case may be, for its reasonable out-of-pocket legal and other
expenses (including the cost of any investigation and preparation) incurred in connection
therewith. If the Acquisition is not consummated, then each Parent shall be severally, and not
jointly, responsible for, in the case of Red, 66 2/3%, and, in the case of Blue, 33 1/3% of such
expenses. Each Parent also agrees to indemnify and hold GSCP and each Lehman Party harmless
against any and all losses, claims, damages or liabilities to any such person in connection with or
as a result of either this arrangement or any matter referred to in the Letters, and without regard
to the exclusive or contributory negligence of GSCP and each Lehman Party, except to the extent
that such loss, claim, damage or liability has been found by a final, non appealable judgment of a
court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful
misconduct of GSCP or such Lehman Party, as the case may be, in performing the services that are
the subject of the Letters. If for any reason the foregoing indemnification is unavailable to GSCP
or any Lehman Party or insufficient to hold it harmless, then the Parents shall contribute to the
amount paid or payable by GSCP or such Lehman Party, as the case may be, as a result of such loss,
claim, damage or liability in such proportion as is appropriate to reflect the relative economic
interests of (i) the Parents and their respective affiliates and shareholders on the one hand and
(ii) GSCP and the Lehman Parties on the other hand, in the matters contemplated by the Letters as
well as the relative fault of (i) the Parents and their respective affiliates or shareholders and
(ii) GSCP and the Lehman Parties with respect to such loss, claim, damage or liability and any
other relevant equitable considerations; provided, further, that if the Acquisition is not
consummated, then each Parent, as the case may be, shall be solely responsible to indemnify, pay
and hold harmless such indemnified parties against any such loss, liability, cost or expense that
arises out of or is based upon any breach of any representation, warranty or covenant made by such
Parent (including its share of any loss, liability, cost or expense that arose out of or was based
upon any breach of any representation, warranty or covenant made by the other Parent). The
reimbursement, indemnity and contribution obligations of the Parents under this paragraph shall be
in addition to any liability which the Parents may otherwise have, shall extend upon the same terms
and conditions to any affiliate of GSCP, any affiliate of the Lehman Parties and the partners,
officers, directors, agents, employees and controlling persons (if any), as the case may be, of
GSCP and the Lehman Parties and any such affiliate, and shall be binding upon and inure to the
benefit of any successors, assigns, heirs and personal representatives of the Parents, GSCP, the
Lehman Parties, any such affiliate and any such person. Each Parent also agrees that none of GSCP,
the Lehman Parties or any of such affiliates, partners, officers, directors, agents, employees or
controlling persons shall have any liability based on its or their exclusive or contributory
negligence or otherwise to such Parent or any person asserting claims on behalf of or in right of
such Parent or any other person in connection with or as a result of either this arrangement or any
matter referred to in the Letters, except in the case of such Parent to the extent that
 any losses,
claims, damages, liabilities or expenses incurred by such Parent or its affiliates or shareholders
have been found by a final, non appealable judgment of a court of competent jurisdiction to have
resulted from the gross negligence, bad faith or willful misconduct of such indemnified party in
connection with this arrangement or any other such matter referred to in the Letters;
provided, however, that in no event shall such indemnified party, or other parties,
have any liability for any indirect, consequential or punitive damages in connection with or as a
result of such indemnified party’s or such other parties’ or activities related to the Letters. In
no event shall the acts or omissions of GSCP or the Lehman Parties, as the case may be, have any
effect on the rights and privileges of the other party. The provisions of this Annex A shall
survive any termination or completion of the arrangement provided by the Letters




Annex A









 





ANNEX B




Transocean Inc.




Summary of Material Terms and Conditions of Bridge Loan Facility



This Summary of Material Terms and Conditions outlines certain terms of the Bridge Loan Facility
referred to herein.




	 	 	 
	Borrower:

	 	Transocean Inc., a corporation organized under the laws of the Cayman Islands (the “Borrower”).
	 
	 	 
	Purpose/Use of Proceeds:

	 	The proceeds of the Bridge Loan Facility shall be used to fund the cash consideration payable to
shareholders of the Borrower pursuant to the Reclassification (as defined in the Commitment Letter)
and GlobalSantaFe Corporation, a corporation organized under the laws of the Cayman Islands (“Blue”),
in connection with the acquisition (the “Acquisition”) of Blue (together with its subsidiaries, the
“Merged Business”) by the Borrower pursuant to the merger by way of scheme of arrangement qualifying
as an amalgamation (the “Merger”) of Blue into a newly created, wholly-owned subsidiary of the
Borrower (“Merger Sub”) with such Merger Sub surviving such Merger.
	 
	 	 
	Joint Lead Arrangers and
Joint Bookrunners:

	 	Goldman Sachs Credit Partners L.P. (“GSCP”) and Lehman Brothers, Inc. (“LBI”, in their capacities as
Joint Lead Arrangers and Joint Bookrunners, the “Arrangers”).
	 
	 	 
	Syndication Agent:

	 	Lehman Commercial Paper Inc. (in such capacity, the “Syndication Agent”).
	 
	 	 
	Administrative
Agent:

	 	GSCP (in such capacity, the “Administrative Agent”).
	 
	 	 
	Lenders:

	 	GSCP, any or all of the Lehman Lenders (as defined in the Commitment Letter) and/or other financial
institutions selected by the Arrangers with the consent of the Parents (not to be unreasonably
withheld or delayed) (each, a “Lender” and, collectively, the “Lenders”).
	 
	 	 
	Amount of Facility:

	 	 $15.0 billion senior unsecured bridge loan (the “Bridge Loan Facility”):
	 
	 	 
	Availability:

	 	One drawing may be made under the Bridge Loan Facility on the Closing Date.
	 
	 	 
	Maturity Date:

	 	The first anniversary of the Closing Date.






Annex B-2









 






	 	 	 
	Closing Date:

	 	The date on or before the date that is one year from the effective date of the Merger Agreement (which
date shall not be later than July 31, 2007) on which the borrowings under the Bridge Loan Facility are
made and the Acquisition is consummated (the “Closing Date”).
	 
	 	 
	Amortization:

	 	No amortization will be required with respect to the Bridge Loan Facility. Amounts outstanding under
the Bridge Loan Facility will be due and payable on the Maturity Date of the Bridge Loan Facility.
	 
	 	 
	Interest Rate:

	 	All amounts outstanding under the Bridge Loan Facility will bear interest, at the Borrower’s option,
at either (a) the Base Rate or (b) the reserve adjusted Eurodollar Rate plus the Applicable Margins.
	 
	 	 
	 

	 	As used herein, the terms “Base Rate” and “reserve adjusted Eurodollar Rate” will have meanings
customary for financings of this type, and the basis for calculating accrued interest and the interest
periods for loans bearing interest at the reserve adjusted Eurodollar Rate will be customary for
financings of this type. Interest on amounts not paid when due will accrue at a rate equal to the
rate on loans bearing interest at the rate determined by reference to the rate applicable to such
unpaid amounts plus an additional two percentage points (2.00%) per annum and shall be payable on
demand.
	 
	 	 
	 

	 	The Applicable Margin shall equal the percentage designated on Annex D and based upon the Borrower’s
Credit Ratings (as defined in Annex D) as in effect from time to time.
	 
	 	 
	Interest Payments:

	 	Quarterly for loans bearing interest with reference to the Base Rate; except as set forth below, on
the last day of selected interest periods (which shall be one, two, three and six months) for loans
bearing interest with reference to the reserve adjusted Eurodollar Rate (and at the end of every three
months, in the case of interest periods of longer than three months); and upon prepayment, in each
case payable in arrears and computed on the basis of a 360-day year (365/366 day year with respect to
loans bearing interest with reference to the Base Rate).
	 
	 	 
	Funding Protection:

	 	Customary for transactions of this type, including breakage costs, gross-up for withholding,
compensation for increased costs and compliance with capital adequacy and other regulatory
restrictions and related sunset and lender mitigation provisions, similar to those in the Existing
Facility (as defined below).
	 
	 	 
	Voluntary Prepayments:

	 	The Bridge Loan Facility may be
prepaid in whole or in part without premium or penalty; provided that
loans bearing interest with reference to the reserve adjusted Eurodollar Rate will be prepayable only
on the last day of the related interest period unless the Borrower pays any related breakage costs.






Annex B-3









 







	 	 	 
	Mandatory Prepayments:

	 	The following mandatory prepayments shall be required (subject to certain basket amounts to be
negotiated in the definitive Loan Documents):
	 
	 	 
	 

	 	1.    Asset Sales:
Prepayments in an amount equal to 100% of the net cash
proceeds of the sale or other disposition of any property or
assets of the Borrower or its subsidiaries (subject to
certain exceptions to be determined) of any property or
assets above a threshold to be agreed, other than net cash
proceeds of sales or other dispositions of inventory and
equipment in the ordinary course of business and net cash
proceeds (not in excess of an amount to be agreed upon in the
aggregate) that are reinvested in other assets useful in the
business of the Borrower and its subsidiaries within one year
of receipt thereof. 
 
	 
	 	 
	 

	 	2.    Equity Offerings:
Prepayments in an amount equal to 100% of the net cash
proceeds received from the issuance of equity securities of,
the Borrower or its subsidiaries (other than issuances
pursuant to employee stock plans).


	 
	 	 
	 

	 	3.    Incurrence of
Indebtedness: Prepayments in an amount equal to 100% of
the net cash proceeds received from the incurrence of
indebtedness for borrowed money by, the Borrower or its
subsidiaries (other than a Working Capital Facility (as
defined below) and refinancings, renewals and replacements of
existing indebtedness permitted to be outstanding on the
Closing Date).

	 
	 	 
	 

	 	All mandatory prepayments will be applied without penalty or
premium (except for breakage costs, if any).
	 
	 	 
	Representations and

Warranties:
	 	 
	 

	 	Representations and warranties consistent with the Borrower’s
existing revolving credit facility (the “Existing Facility”):
	 
	 	 
	 

	 	1.    Borrower’s and its material
subsidiaries’ organizational power, existence, and foreign
organizational qualification and good standing to conduct
business (except where failure to be so qualified or in good
standing would not have a material adverse effect);

	 
	 	 
	 

	 	2.    Borrower’s corporate
authorization to execute and perform the credit agreement for
the Bridge Loan Facility (the “Credit Agreement”) and other
loan documents and Borrower’s and its material subsidiaries’
corporate authorization to own and operate its properties and
to carry on its business;

	 
	 	 
	 

	 	3.     Validity and enforceability
of loan documents;





Annex B-4







 







	 	4.	 	Receipt of necessary
governmental and third party approvals and consents and
absence of conflict of loan documents with any laws, charter
documents or material contractual obligations;
	 
	 	5.	 	Compliance with Federal
Reserve margin regulations, Investment Company Act, and
Public Utility Holding Company Act of 1935;
	 
	 	6.     	 	Accuracy of written
disclosure in all material respects;
	 
	 	7.	 	Accuracy of financial
statements and other material financial information in all
material respects;
	 
	 	8.	 	Absence of any material
adverse effect (as defined in the Commitment Letter) with
respect to the Borrower and its subsidiaries, taken as a
whole, and Blue and its subsidiaries, taken as a whole;
	 
	 	9.	 	Payment of taxes except
where contested in good faith or where failure to pay could
not reasonably be expected to have a material adverse effect;
	 
	 	10.	 	Ownership by Borrower or its
subsidiaries of all property, including intellectual property
necessary to the conduct of its business, except where the
failure could not reasonably be expected to have a material
adverse effect;
	 
	 	11.	 	Maintenance of insurance as
required by the Affirmative Covenants;
	 
	 	12.	 	Absence of any pending or, to
the knowledge of the Borrower, threatened litigation,
environmental claim, unfair labor practice or union complaint
or activity that is reasonably likely to have a material
adverse effect;
	 
	 	13.	 	Compliance with ERISA and the
Patriot Act; and
	 
	 	14.	 	Existing indebtedness and
liens.





	 	 	 
	Affirmative Covenants:

	 	Affirmative covenants consistent with the Existing Facility:
	 

	 	1.    Maintenance of organizational existence
of Borrower and material subsidiaries, except as permitted under
Negative Covenants or where the failure to maintain such existence
of any Subsidiary could not reasonably be expected to have a
material adverse effect;

	 
	 	 
	 

	 	2.    Maintenance of properties necessary to
the proper conduct of the Borrower’s business unless such failure
could not reasonably be expected to have a material adverse effect;







Annex B-5









 






	 	 	 
	 

	 	3.    Payment of taxes and other obligations,
including ERISA obligations, except where contested in good faith or
where nonpayment could not reasonably be expected to result in a
material adverse effect;

	 
	 	 
	 

	 	4.    Maintenance of insurance (including
self-insurance) customary among companies in similar businesses to
the Borrower and its material subsidiaries;

	 
	 	 
	 

	 	5.    Delivery of financial statements,
compliance certificates and other information, including delivery of
public filings with the Securities and Exchange Commission (“SEC”)
(it being understood that publicly filing information with the SEC
will satisfy delivery hereunder);

	 
	 	 
	 

	 	6.     Availability of books, records and
properties for reasonable inspection;

	 
	 	 
	 

	 	7.    Delivery of (i) notice of defaults,
litigation, ERISA events, and other events that could reasonably be
expected to result in a material adverse effect and (ii)
environmental audits and reports with respect to any environmental
liabilities or matters that could reasonably be expected to result
in a material adverse effect;

	 
	 	 
	 

	 	8.     Compliance with laws, including
environmental laws and ERISA, except where such non-compliance,
liabilities or events could not reasonably be expected to result in
a material adverse effect; and

	 
	 	 
	 

	 	9.    Use of proceeds for the purposes set
forth above and in compliance with Federal Reserve margin
regulations.

	 
	 	 
	Negative Covenants:

	 	Negative covenants consistent with the Existing Facility (with baskets and
thresholds not otherwise included below to be agreed):
	 
	 	 
	 

	 	1.     Limitation on changes to lines of
business such that the Borrower and its subsidiaries shall not
engage primarily in businesses other than contract drilling,
provision of services to the energy industry, other existing
businesses described in current SEC filings, and any related
businesses. 

	 
	 	 
	 

	 	2.    Prohibitions on mergers, consolidations, schemes of arrangement,
liquidation, or dissolution of the Borrower, or the sale, transfer,
lease or other disposition of all or substantially all of the
Borrower’s assets, except that (A) the Borrower or any of its
subsidiaries may merge into, or consolidate or complete a scheme of
arrangement with, any other Person if upon the consummation of any
such merger, consolidation or scheme of arrangement the Borrower or
such subsidiary is the surviving Person to any such merger,
consolidation or scheme of arrangement (or the other Person is, or
will thereby become a subsidiary of the Borrower), (B) the Borrower
may sell or transfer all or substantially all of its assets
(including stock in its subsidiaries) to any Person if such Person
is a subsidiary of the Borrower (or a Person who will
contemporaneously therewith become a subsidiary of the Borrower), so
long as in the case of any transaction described in the







Annex B-6









 






	 	 	 
	 

	 	preceding clauses (A) and (B), no Default or Event of Default shall
exist immediately prior to, or after giving effect to, such
transaction and (C) the Acquisition may be consummated.
	 
	 	 
	 

	3.	 No liens, except (“Permitted Liens”):








	 	(a)	 	statutory and other liens
arising in the ordinary course of business unrelated to
borrowed money;
	 
	 	(b)	 	liens arising out of final
judgments (not covered by insurance, subject to customary
deductibles) securing judgments in an aggregate amount
outstanding at any time not exceeding $125.0 million;
	 
	 	(c)	 	liens securing interest rate
or foreign exchange hedging obligations incurred in the
ordinary course of business and not for speculative purposes;
	 
	 	(d)	 	liens on fixed or capital
assets acquired, constructed, improved, altered or repaired by
the Borrower or any subsidiary and related assets acquired,
constructed, improved, altered or repaired in connection
therewith or arising therefrom; provided that (i) such liens
secure Indebtedness otherwise permitted, (ii) such liens and
the Indebtedness secured thereby are incurred prior to or
within 365 days after such acquisition or the later of the
completion of such construction, improvement, alteration or
repair or the date of commercial operation of the assets
constructed, improved, altered or repaired, (iii) the
Indebtedness secured thereby does not exceed the cost of
acquiring, constructing, improving, altering or repairing such
fixed or capital assets, and (iv) such lien shall not apply to
any other property or assets of the Borrower or any
subsidiary;
	 
	 	(e)	 	liens on property existing at
the time such property is acquired by the Borrower or any
subsidiary of the Borrower and not created in contemplation of
such acquisition (or on repairs, renewals, replacements,
additions, accessions and betterments thereto), and liens on
the assets of any Person at the time such Person becomes a
subsidiary of the Borrower and not created in contemplation of
such Person becoming a subsidiary of the Borrower (or on
repairs, renewals, replacements, additions, accessions and
betterments thereto);
	 
	 	(f)	 	existing liens as set forth
on a Schedule to the Credit Agreement (subject to a minimum
threshold of $30.0 million for listing of liens on the
Schedule) and satisfactory to the Agents and Arrangers;
	 
	 	(g)	 	financing statements filed by
lessors of property (but only relating to the leased
property);




Annex B-7









 






	 	(h)	 	liens on the stock or assets
of SPVs (as defined in the Existing Facility);
	 
	 	(i)	 	liens on property securing
Non-Recourse Debt (as defined in the Existing Facility);
	 
	 	(j)	 	liens created in connection
with the securitization programs, if any, of the Borrower and
its subsidiaries;
	 
	 	(k)	 	other liens securing
Indebtedness (or other obligations) not exceeding at the time
of incurrence thereof (together with all such other liens
securing Indebtedness (or other obligations) outstanding
pursuant to this clause (k) at such time) ten percent (10%) of
Consolidated Tangible Net Worth (as defined in the Existing
Facility);
	 
	 	(l)	 	extensions, renewals and
replacements of permitted liens, so long as there is no
increase in the indebtedness secured thereby (other than
amounts incurred to pay costs of renewal and replacement) and
no additional property (other than accessions, improvements,
and replacements in respect of such property) is subject to
such lien; and
	 
	 	(m)	 	any working capital credit
facility (a “Working Capital Facility”) obtained by the
Borrower or any of its subsidiaries shall not contain
provisions more favorable to the lenders providing such
facility than the provisions applicable to the Bridge Loan
Facility.






	 	4.	 	The subsidiaries of the Borrower shall
not incur, assume or suffer to exist any Indebtedness except:






	 	(a)	 	Indebtedness under the Loan Documents;
	 
	 	(b)	 	existing Indebtedness as set
forth on a Schedule to the Credit Agreement (subject to a
minimum threshold of $30.0 million for listing of Indebtedness on the Schedule) and satisfactory
to the Agents and the Arrangers;
	 
	 	(c)	 	intercompany loans and
advances;
	 
	 	(d)	 	Indebtedness under any
interest rate protection agreements or foreign exchange hedges
incurred in the ordinary course of business and not for
speculative purposes;
	 
	 	(e)	 	Indebtedness (i) under
overdraft lines of credit or for working capital purposes in
foreign countries with financial institutions and (ii) arising
from the honoring by a bank or other Person of a check, draft
or similar instrument inadvertently drawing against




Annex B-8









 






	 	 	 	insufficient funds, all such Indebtedness not to exceed
$300.0 million outstanding;
	 
	 	(f)	 	Indebtedness of a person
existing at the time such Person becomes a subsidiary of the
Borrower or is merged with or into the Borrower or any
subsidiary of the Borrower and not incurred in contemplation
of such transaction;
	 
	 	(g)	 	Indebtedness under
performance guaranties and letters of credit issued in the
ordinary course of business;
	 
	 	(h)	 	Indebtedness created in
connection with the securitization programs, if any;
	 
	 	(i)	 	other Indebtedness in an
aggregate principal amount outstanding at the time of
incurrence thereof (together with all such other Indebtedness
outstanding pursuant to this clause (i) at such time) not to
exceed ten percent (10%) of Consolidated Net Assets (the
“Subsidiary Debt Basket Amount”);
	 
	 	(j)	 	other Indebtedness of the
Borrower’s subsidiaries so long as such subsidiary has in
force a Subsidiary Guaranty in favor of the Lenders in a form
satisfactory to the Lenders, provided that such Subsidiary
Guaranty contains a provision that such Subsidiary Guaranty
shall be terminated if the aggregate principal amount of
Indebtedness of all Subsidiaries permitted to be outstanding
pursuant to this clause 4(j) is equal to or less than the
Subsidiary Debt Basket Amount, and no default then exists; and
	 
	 	(k)	 	extensions, renewals or
replacements of permitted indebtedness which do not increase
the amount of such indebtedness, other than amounts incurred
to pay the costs of any such extension, renewal or
refinancing;
	 
	 	5.	 	no sale and leaseback transactions,
except those that may be incurred, assumed or suffered to exist
without violating any section of the Credit Agreement, including,
without limitation, the Financial Covenant; and
	 
	 	6.	 	limitation on transactions with
affiliates (other than the Borrower and its subsidiaries and their
employee benefit plans and related trusts, existing transactions and
customary exceptions) on other than arm’s-length terms.





	 	 	 
	Financial Covenant:

	 	A maximum leverage ratio with the definition and levels to be mutually agreed among the Arrangers and the
Parents (the “Financial Covenant”).
	 
	 	 
	Events of Default:

	 	Events of Default consistent with the Existing Facility:







	 	1.	 	nonpayment of principal, interest, fees
or other amounts within




Annex B-9









 






	 	 	 	three Business Days of date due;
	 
	 	2.	 	violation of covenants (subject to a
grace period of 30 days after notice thereof to the Borrower (other
than for violations of the Financial Covenant, merger prohibitions
and lien limitation));
	 
	 	3.	 	material inaccuracy of representations
and warranties;
	 
	 	4.	 	(a) Indebtedness in the aggregate
principal amount of $125.0 million
	 
	 	 	 	(“Material Indebtedness”) of the Borrower and its Subsidiaries
shall (i) not be paid at maturity (beyond applicable grace
periods), or (ii) be declared to be due and payable prior to the
stated maturity thereof, or (b) a default on Material Indebtedness
occurs which permits its holders to accelerate the maturity of such
Indebtedness or requires such Indebtedness to be prepaid,
redeemed, or repurchased prior to its stated maturity;
	 
	 	5.	 	bankruptcy events affecting Borrower or
significant subsidiaries as defined in Regulation S-X of the
Securities and Exchange Act;
	 
	 	6.	 	certain ERISA events which could
reasonably be expected to result in liabilities in excess of $125.0
million;
	 
	 	7.	 	material judgments not covered by
insurance (subject to customary deductible) in excess of $125.0
million in the aggregate which remain undischarged and unstayed for
a period of 30 days (60 days for foreign judgments); or
	 
	 	8.	 	any Person or group of persons acting in
concert (as such terms are used in Rule 13d-5 under the Securities
and Exchange Act) acquires shares representing 50% or more of voting
power of Borrower’s ordinary shares.





	 	 	 
	Conditions Precedent to
Initial Borrowing:

	 	The several obligations of the Lenders to make, or cause one
of their respective affiliates to make, loans under the Bridge Loan Facility
will be subject only to the conditions precedent listed on Annex C attached
hereto and in the Commitment Letter.
	 
	 	 
	Assignments and Participations:

	 	The Lenders may assign all or, in an
amount of not less than $10.0 million with
respect to any part of, their respective
shares of the Bridge Loan Facility to
their affiliates or one or more banks,
financial institutions or other entities
that are eligible assignees (to be
described in the Credit Agreement) which,
are acceptable to the Administrative Agent
and (except during the existence of an
Event of Default) the Borrower, each such
consent not to be unreasonably withheld or
delayed. Upon such assignment, such
affiliate, bank, financial institution or
entity will become a Lender for all
purposes under the Loan Documents;
provided that assignments made to
affiliates and other Lenders will not be
subject to the above described consent or






Annex B-10









 






	 	 	 
	 

	 	minimum assignment amount requirements. A $3,500 processing fee will be
required in connection with any such assignment. The Lenders will also have
the right to sell participations, subject to customary limitations on voting
rights, in their respective shares of the Bridge Loan Facility.
	 
	 	 
	Requisite Lenders:

	 	Lenders holding more than 50% of total
commitments or exposure under the Bridge Loan
Facility, except that with respect to matters
relating to the interest rates, maturity and the
definition of Requisite Lenders, Requisite
Lenders will be defined as Lenders holding 100%
of total commitments or exposure of the total
commitments affected thereby.
	 
	 	 
	Taxes:

	 	The Bridge Loan Facility will provide that all
payments are to be made free and clear of any
taxes (other than franchise taxes and taxes on
overall net income to the extent set forth in
the Existing Facility), imposts, assessments,
withholdings or other deductions whatsoever.
Lenders shall furnish to the Administrative
Agent appropriate certificates or other evidence
of exemption from U.S. federal tax withholding.
	 
	 	 
	Indemnity:

	 	The Bridge Loan Facility will provide customary
and appropriate provisions relating to indemnity
and related matters in a form reasonably
satisfactory to the Arrangers, the
Administrative Agent, the Syndication Agent and
the Borrower.
	 
	 	 
	Governing Law and
Jurisdiction:

	 	The Bridge Loan Facility will provide that the
Borrower will submit to the non-exclusive
jurisdiction and venue of the federal and state
courts of the State of New York and shall waive
any right to trial by jury. New York law shall
govern the loan documents.
	 
	 	 
	Counsel to the Arrangers:

	 	Latham & Watkins LLP.





The foregoing is intended to summarize certain material terms of the Bridge Loan Facility. It is
not intended to be a definitive list of all of the requirements of the Lenders in connection with
the Bridge Loan Facility; provided that the terms of the Bridge Loan Facility not otherwise
addressed in this Annex B shall be substantially similar to the terms in the Existing Facility (to
the extent applicable), shall be subject to mutual agreement among the Arrangers and the Parents
and the conditions to the initial borrowing shall be only those set forth in Annex C and in the
Commitment Letter.





Annex B-11









 








ANNEX C




Transocean Inc.




Summary of Conditions Precedent to the Bridge Loan Facility



This Summary of Conditions Precedent outlines certain of the conditions precedent to the Bridge
Loan Facility.





	1.	 	Concurrent Transactions: The terms of the material documents related to the
Acquisition (the “Acquisition Agreements”) (including the exhibits, schedules and all related
documents) shall be reasonably satisfactory to the Arrangers (it being acknowledged that the
draft of the Merger Agreement dated July 18, 2007 is satisfactory to the Arrangers) and the
Acquisition shall have been consummated pursuant to the Acquisition Agreements. All
conditions precedent to the consummation of the Acquisition in the Merger Agreement shall have
been satisfied or waived (with the prior consent (not to be unreasonably withheld or delayed)
of the Arrangers (other than the waiver of the financing condition), if the Arrangers
reasonably determine such waiver is materially adverse to the Lenders).






	2.	 	Financial Statements. The Arrangers shall have received (i) at least 30 days prior
to the Closing Date, audited financial statements of each Parent for each of the three fiscal
years immediately preceding the Acquisition and ended at least 90 days prior to the Closing
Date; (ii) as soon as internal financial statements are available, and in any event at least
10 days prior to the Closing Date, unaudited financial statements for any interim period or
periods of each Parent ended after the date of the most recent audited financial statements
and at least 45 days prior to the Closing Date; (iii) customary additional audited and
unaudited financial statements for all recent, probable or pending acquisitions; and (iv)
customary pro forma financial statements, in each case meeting the requirements of Regulation
S-X for Form S-3 registration statements.






	3.	 	Performance of Obligations. All reasonable and documented costs, fees, expenses and
other compensation to the Arrangers, the Administrative Agent or the Lenders shall have been
paid to the extent due and the Borrower shall have complied in all material respects with all
of its other obligations under the Commitment Letter.






	4.	 	Closing Documents. The Arrangers shall have received the following and the following
shall have been satisfied, as applicable, on or prior to the date of the initial funding under
Bridge Loan Facility: (i) the delivery of customary legal opinions, corporate records and
documents from public officials, and officer’s certificates; (ii) evidence of authority; (iii)
obtaining material third party and governmental consents required in connection with the
Bridge Loan Facility, (iv) absence of litigation affecting the Bridge Loan Facility. The
Arrangers shall have received at least 5 days prior to the Closing Date all documentation and
other information required by bank regulatory authorities under applicable
“know-your-customer” and anti-money laundering rules and regulations, including the Patriot
Act. The conditions to all borrowings will also include requirements relating to prior
written notice of borrowing, the material accuracy of representations and warranties and the
absence of any default or potential event of default.






Annex C









 








ANNEX D




PRICING GRID




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Level I	 	 	 	 	 	 	 	 
	(Basis Points Per Annum)	 	A-/A3	 	Level II	 	Level III	 	Level IV	 	Level V
	Bridge Loan Facility Pricing	 	or better	 	BBB+/Baa1	 	BBB/Baa2	 	BBB-/Baa3	 	£ BB+/Ba1
	Applicable Margin
	 	 	35.0	 	 	 	40.0	 	 	 	50.0	 	 	 	72.5	 	 	 	85.0	 





Credit Ratings means the debt ratings (either express or implied) by S&P and Moody’s in respect of
the Borrower’s non-credit enhanced senior unsecured long-term debt. For purposes of determining
the Applicable Margin, the level will be determined based upon the two highest ratings provided by
S&P and Moody’s. If the two highest ratings differ: (i) by one rating, the higher rating will
apply, (ii) by two ratings, the rating which falls between them will apply, or (iii) by more than
two, the rating will be one level above the lower rating.





Annex D