EX-4.1






EXECUTION COPY




AMENDMENT NO. 2 TO

REVOLVING CREDIT AGREEMENT




THIS AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT is dated as of June 1, 2007, 2007
(this “Amendment”) and is by and among TRANSOCEAN INC. (the “Borrower”), a Cayman Islands company,
the lenders from time to time parties to the Credit Agreement referred to below (each a “Lender”
and collectively, the “Lenders”), CITIBANK, N.A., as administrative agent for the Lenders (in such
capacity, the “Administrative Agent”), BANK OF AMERICA, N.A., as syndication agent for the Lenders
(in such capacity, the “Syndication Agent”), JPMORGAN CHASE BANK, N.A., THE ROYAL BANK OF SCOTLAND,
PLC and SUNTRUST BANK, as co-documentation agents for the Lenders (in such capacity, the
“Co-Documentation Agents”), and BANK OF AMERICA, N.A., as issuing bank of the Letters of Credit
under the Credit Agreement referred to below (Bank of America, N.A. and any other Lender that
issues a Letter of Credit under the Credit Agreement referred to below, in such capacity, an
“Issuing Bank”).



WITNESSETH:




WHEREAS, the Borrower, the Lenders, the Administrative Agent, Syndication Agent,
Co-Documentation Agents and Issuing Bank are parties to a certain Revolving Credit Agreement, dated
as of July 8, 2005, as previously amended by Amendment No. 1 to Revolving Credit Agreement dated as
of May 12, 2006 (as further amended, restated, supplemented or otherwise modified from time to
time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have
the meanings assigned to such terms in the Credit Agreement), pursuant to which the Lenders and
Issuing Bank have made certain financial accommodations available to the Borrower;



WHEREAS, the Borrower has requested that the Lenders and the Administrative Agent amend
certain provisions of the Credit Agreement, and subject to the terms and conditions hereof, the
Lenders and the Administrative Agent are willing to do so;



NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained,
the parties hereto agree as follows:



1. Amendments.



(a) Section 1.1. The definition of “Commitment Termination Date” in Section 1.1 of
the Credit Agreement is hereby amended by deleting the date “July 8, 2011” in clause (i) thereof
and replacing such date with “July 8, 2012”.



(b) Section 6.5. Section 6.5 of the Credit Agreement is hereby amended by inserting
the phrase “including captive insurance companies, or through self-insurance,” immediately after
the phrase “with responsible insurance companies,” in the second line of Section 6.5.



2. Conditions to Effectiveness of this Amendment.



Notwithstanding any other provision of this Amendment and without affecting in any manner the
rights of the Lenders hereunder, it is understood and agreed that this Amendment shall not become
effective, and the Borrower shall have no rights under this Amendment, until the Administrative
Agent shall have received (i) reimbursement or payment of its costs and expenses incurred in
connection with this Amendment or the Credit Agreement, and (ii) executed counterparts to this
Amendment from the Borrower and the Required Lenders; provided however, the amendment set forth in
Section 1(a) above shall not become effective, and the Borrower shall have no rights thereunder,
until the Administrative Agent shall have received executed counterparts to this Amendment from the
Borrower and all of the Lenders.



3. Representation and Warranties. To induce the Lenders and the Administrative Agent to enter into
this Amendment, the Borrower hereby represents and warrants to the Lenders and the Administrative
Agent as follows:



(a) Each of the Borrower and its material Subsidiaries: (i) is duly organized and existing in
good standing under the laws of the jurisdiction of its organization; (ii) has all necessary
organizational power and authority to own the property and assets it uses in its business and
otherwise to carry on its present business; and (iii) is duly licensed or qualified and in good
standing in each jurisdiction in which the nature of the business transacted by it or the nature of
the property owned or leased by it makes such licensing or qualification necessary, except where
the failure to be so licensed or qualified or to be in good standing, as the case may be, would not
have a Material Adverse Effect.



(b) The Borrower has the organizational power and authority to execute, deliver and carry out
the terms and provisions of this Amendment and has taken all necessary company action to authorize
the execution, delivery and performance hereof. The Borrower has duly executed and delivered this
Amendment and this Amendment constitutes the legal, valid and binding obligation of the Borrower
enforceable against it in accordance with its terms, subject as to enforcement only to bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting the enforcement of
creditors’ rights generally and equitable principles.



(c) Neither the execution, delivery or performance by the Borrower of this Amendment nor
compliance by it with the terms and provisions hereof, nor the consummation by it of the
transactions contemplated herein, will (i) contravene in any material respect any applicable
provision of any law, statute, rule or regulation, or any applicable order, writ, injunction or
decree of any court or governmental instrumentality, (ii) conflict with or result in any breach of
any term, covenant, condition or other provision of, or constitute a default under, or result in
the creation or imposition of (or the obligation to create or impose) any Lien other than any
Permitted Lien upon any of the property or assets of the Borrower or any of its Subsidiaries under,
the terms of any material contractual obligation to which the Borrower or any of its Subsidiaries
is a party or by which they or any of their properties or assets are bound or to which they may be
subject, (iii) violate or conflict with any provision of the memorandum of association and articles
of association, charter, articles or certificate of incorporation, partnership or limited liability
company agreement, by-laws, or other applicable governance documents of the Borrower or any of its
Subsidiaries, or (iv) require any consent or authorization of, or filing with, any governmental
authority or other Person, other than any such consents, authorizations or filings which have been
made or obtained.



(d) After giving effect to this Amendment, no Default or Event of Default has occurred and is
continuing as of the date hereof.



(e) All representations and warranties set forth in the Credit Agreement are true and correct
in all material respects with the same effect as though such representations and warranties have
been made on and as of the date hereof, except to the extent that any such representation or
warranty relates solely to an earlier date, in which case it shall have been true and correct in
all material respects as of such earlier date.



(f) Since December 31, 2006, there has occurred no event or effect that has had or could
reasonably be expected to have a Material Adverse Effect.



4. Miscellaneous



(a) Effect of Amendment. Except as set forth expressly herein, all terms of the
Credit Agreement, as amended hereby, and the other Credit Documents shall be and remain in full
force and effect and shall constitute the legal, valid, binding and enforceable obligations of the
Borrower to the Lenders and the Administrative Agent. The execution, delivery and effectiveness of
this Amendment shall not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of the Lenders under the Credit Agreement, nor constitute a waiver of any provision
of the Credit Agreement. This Amendment shall constitute a Credit Document for all purposes of the
Credit Agreement, and each and every reference in the other Credit Documents to the Credit
Agreement shall be deemed to refer to and mean the Credit Agreement as amended by this Amendment
and as hereafter further amended, restated, supplemented or otherwise modified from time to time.



(b) Successors and Assigns. This Amendment shall be binding upon the Borrower, each
of the Lenders, the Issuing Bank, the Administrative Agent, the Other Agents, and their respective
successors and assigns, and shall inure to the benefit of the Borrower, each of the Lenders, the
Issuing Bank, the Administrative Agent, the Other Agents, and their respective successors and
assigns, including any subsequent holder of any Note.



(c) Counterparts. This Amendment may be executed in any number of counterparts, and
by the different parties on different counterpart signature pages, each of which when executed
shall be deemed an original, but all such counterparts taken together shall constitute one and the
same Amendment.



(d) Legal Fees, Other Costs and Indemnification. The Borrower, upon demand by the
Administrative Agent, agrees to pay the reasonable fees and disbursements of legal counsel to the
Administrative Agent in connection with the preparation and execution of this Amendment (which
shall be in an amount agreed in writing by the Borrower).



(e) Governing Law. THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS, AND THE RIGHTS AND
DUTIES OF THE PARTIES THERETO, SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL
LAWS OF THE STATE OF NEW YORK.



(f) Final Agreement. This Amendment constitutes the entire understanding among the
Borrower, the Lenders, the Issuing Bank, and the Administrative Agent and supersedes all earlier or
contemporaneous agreements, whether written or oral, concerning the subject matter of this
Amendment.



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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their duly authorized officers as of the day and year first above written.



TRANSOCEAN INC.,


As Borrower



By: /s/ Steve McFadin

Name: Steve McFadin

Title: Assistant Treasurer



















CITIBANK, N.A.,

As Administrative Agent

and a Lender



By: /s/ Robert Halleck

Name: Robert Halleck

Title: VP







BANK OF AMERICA, N.A.,




As Syndication Agent, Issuing Bank and a Lender



By:  /s/ Gabe Gomez 

Name: Gabe Gomez

Title: Vice President







THE ROYAL BANK OF SCOTLAND PLC,

As a Co-Documentation Agent and a Lender



By: /s/ Matthew Main

Name: Matthew Main

Title: Managing Director







SUNTRUST BANK,




As a Co-Documentation Agent and a Lender



By: /s/ Joe McCreery

Name: Joe McCreery

Title: Director







JPMORGAN CHASE BANK, N.A.,

As a Co-Documentation Agent and a Lender



By:  /s/ Dianne L. Russell

Name: Dianne L. Russell

Title: Vice President







UBS LOAN FINANCE LLC,




As a Lender



By:  /s/ Irja R. Otsa

Name: Irja R. Otsa

Title: Associate Director







By: /s/ Mary E. Evans

Name: Mary E. Evans

Title: Associate Director



WELLS FARGO BANK, N.A.,





As a Lender



By: /s/ Michael G. Janak

Name: Michael G. Janak

Title: Vice President







THE BANK OF NEW YORK,

As a Lender



By: /s/ Raymond J. Palmer

Name: Raymond J. Palmer

Title: Vice President







DnB NOR BANK ASA,




As a Lender



By:  /s/ Giacomo Landi

Name: Giacomo Landi

Title: First Vice President







By:  /s/ Kevin O’Hara

Name: Kevin O’Hara

Title: Vice President



HSBC BANK USA,





As a Lender



By:  /s/ Mercedes Ahumada

Name: Mercedes Ahumada

Title: Assistant Vice President







THE BANK OF NOVA SCOTIA,

As a Lender



By:  /s/ Richard Hawthorne

Name: Richard Hawthorne

Title: Director







THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,




As a Lender



By:  /s/ John McGhee

Name: John McGhee

Title: Vice President and Manager







CALYON CORPORATE AND INVESTMENT BANK

As a Lender



By:  /s/ Page Dillehunt

Name: Page Dillehunt

Title: Managing Director







By:  /s/ Michael Willis

Name: Michael Willis

Title: Director



WILLIAM STREET CREDIT CORPORATION,





As a Lender



By:  /s/ Mark Walton

Name: Mark Walton

Title: Assistant Vice President







MORGAN STANLEY BANK,

As a Lender



By:  /s/ Daniel Twenge

Name: Daniel Twenge

Title: Authorized Signatory







ING CAPITAL LLC,




As a Lender



By:  /s/ Richard Ennis

Name: Richard Ennis

Title: Managing Director





CREDIT SUISSE, CAYMAN ISLANDS BRANCH,

As a Lender



By:  /s/ Vanessa Gomez

Name: Vanessa Gomez

Title: Vice President





By:  /s/ Karim Blasetti

Name: Karim Blasetti

Title: Vice President




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