Terms Agreement


 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 analysts and research department are required to be independent from its investment banking division and are subject to certain regulations and internal
policies, and that such Underwriter’s research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company and/or the offering to which this Agreement relates that differ
from the views of its investment banking division. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter with respect to any conflict of interest that may arise
from the fact that the views expressed by its independent research analysts and research department may be different from or inconsistent with the views or advice communicated to the Company by the Underwriter’s investment banking division. The
Company acknowledges that the Underwriter is a full service securities firm and as such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short
positions in debt or equity securities of the companies that may be the subject of the transactions contemplated by this Agreement. 
  
 The provisions of the Underwriting Agreement are incorporated herein by reference and are deemed to be a part hereof, subject to any changes or amendments
to the Underwriting Agreement as set forth above. 
  

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 If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the
Company one of the counterparts hereof, whereupon it will become a binding agreement between the Company and the Underwriter in accordance with its terms. 
  

			
	 Very truly yours,

	
	GLOBALSANTAFE CORPORATION
		
	 By:
	 	 /s/ James L. McCulloch


	 Name:
	 	James L. McCulloch
	 Title:
	 	Senior Vice President
	 	 	and General Counsel


  

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 The foregoing Terms Agreement is hereby 
 confirmed and accepted as of the date first above 
 written. 
  
 Lehman Brothers Inc. 
  

			
	 By:
	 	 /s/ David B. Andrews


	 	 	Authorized Representative
	 	 	David B. Andrews
	 	 	Vice President

  

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 SCHEDULE I 
  
 Specified Subsidiaries 
  
 Global Marine Inc. 
 GlobalSantaFe Drilling
Company 
 Applied Drilling Technology Inc. 
 Challenger Minerals Inc. 
 GlobalSantaFe Drilling Operations Inc. 
 GlobalSantaFe International Services Inc. 
 GlobalSantaFe International Drilling
Corporation 
 GlobalSantaFe International Drilling Inc. 
 GlobalSantaFe Operations (BVI) Inc. 
 GlobalSantaFe South America LLC 
 GlobalSantaFe Hungary Services Limited Liability Company 
 GlobalSantaFe Drilling U.K. Limited 
  

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 SCHEDULE II(a) 
  
 Free Writing Prospectuses 
  
 None 
  
 SCHEDULE II(b) 
  
 Exchange Act Filings on Date of Terms Agreement 
  
 None 
  

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