exv4w3



 







Exhibit 4.3




SUPPLEMENT NO. 2 TO WARRANT AGREEMENT




     THIS SUPPLEMENT NO. 2 TO WARRANT AGREEMENT, dated as of September 14, 2005 (the “Supplement”),
by and between Transocean Inc. (formerly Transocean Sedco Forex Inc.), a company incorporated under
the laws of the Cayman Islands (the “Company”), and The Bank of New York, a bank and trust company
organized and existing under the laws of New York (the “Warrant Agent”).



WITNESSETH:




     WHEREAS, pursuant to the Warrant Agreement dated as of April 22, 1999 (the “Warrant
Agreement”), by and between TODCO (formerly R&B Falcon Corporation), a Delaware corporation
(“R&B”), and the American Stock Transfer & Trust Company, a bank and trust company organized and
existing under the laws of New York (the “Predecessor Warrant Agent”), R&B appointed the
Predecessor Warrant Agent to act as agent for R&B in connection with the issuance, exchange,
cancellation, replacement and exercise of warrants (the “Warrants”) to purchase 35 shares of common
stock, par value $.01 per share, of R&B (“R&B Common Stock”) issued pursuant to the Warrant
Agreement; and



     WHEREAS, pursuant to an Agreement and Plan of Merger, dated as of August 19, 2000 (the “Merger
Agreement”), by and among the Company, Transocean Holdings Inc., a Delaware corporation and a
wholly owned subsidiary of the Company (“Sub”), TSF Delaware Inc., a Delaware corporation and a
wholly owned subsidiary of Sub, and R&B (i) each outstanding share of R&B Common Stock was
converted into the right to receive .5 ordinary shares, par value $.01 per share, of the Company
(“Company Ordinary Shares”) and (ii) R&B became an indirect wholly owned subsidiary of the Company;
and



     WHEREAS, pursuant to Section 4.2(f) of the Merger Agreement and a Supplement to Warrant
Agreement dated as of January 31, 2001 (the “Supplemental Agreement”), the Company assumed the
Warrants and the Warrants became exercisable for 17.5 Company Ordinary Shares; and



     WHEREAS, the Predecessor Warrant Agent resigned as the warrant agent under the Warrant
Agreement; and



     WHEREAS, the Warrant Agent was appointed by the Company as a successor to the Predecessor
Warrant Agent under Section 22 of the Warrant Agreement as of February 1, 2003, and Warrant Agent
thereby became vested with the same powers, rights, duties and responsibilities as if it had been
originally named as the warrant agent under the Warrant Agreement; and



     WHEREAS, the Warrant Agent and the Company now desire to memorialize such appointment in
writing;



     NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth,
the parties hereto agree as follows:



 









 





     1. The Company hereby acknowledges that it has appointed the Warrant Agent as a
successor Warrant Agent under Section 22 of the Warrant Agreement.



     2. The Warrant Agent hereby acknowledges that it has been appointed as a successor
warrant agent under Section 22 of the Warrant Agreement and that it has and holds the same
powers, rights, duties and responsibilities under the Warrant Agreement as if it had been
originally named as the warrant agent under the Warrant Agreement.



     3. For the sake of clarity, the Company and the Warrant Agent agree that as a result of
the Company’s assumption in the Supplemental Agreement of all the obligations of R&B under
the Warrant Agreement, TODCO is no longer deemed to be a party to the Warrant Agreement.



     4. Except as expressly supplemented and amended hereby, the terms and conditions of the
Warrant Agreement shall remain in full force and effect.



     5. This Supplement shall be governed by and construed in accordance with the laws of
New York.



     6. This Supplement may be executed in three counterparts and each of such counterparts
shall for all purposes be deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument.




2









 








     IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be duly executed, as of
the day and year first above written.



	 	 	 	 	 
	 	TRANSOCEAN INC.

 	 
	 	By:  	/s/ Eric B. Brown
 	 
	 	 	Name:  	Eric B. Brown 	 
	 	 	Title:  	Senior VP, General Counsel &
Corporate Secretary 	 
	 



	 	 	 	 	 
	 	THE BANK OF NEW YORK

 	 
	 	By:  	/s/ Steven Myers
 	 
	 	 	Name:  	Steven Myers 	 
	 	 	Title:  	Vice President