Exhibit 4.11


 


AMENDMENT NO. 1 TO CREDIT AGREEMENT


 


This AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of November 21, 2007
(this “Amendment”), among TRANSOCEAN
INC., an exempted company incorporated under the laws of the Cayman Islands
(together with its successors, the “Borrower”),
the lenders from time to time parties to the Credit Agreement (each a “Lender” and collectively, the “Lenders”) and GOLDMAN SACHS CREDIT
PARTNERS L.P., as administrative agent for the Lenders (“GSCP” or “Administrative
Agent”). Capitalized terms defined in the Credit Agreement (as
defined below) and not otherwise defined in this Amendment are used herein as
therein defined.


 


PRELIMINARY STATEMENTS


 


The Borrower, the Lenders, the Administrative Agent, together with
Lehman Commercial Paper Inc., as Syndication Agent, Citibank, N.A., Calyon
Corporate and Investment Bank and JPMorgan Chase Bank, N.A. as Co-Documentation
Agents, and GSCP and Lehman Brothers Inc., as Joint Lead Arrangers and Joint
Bookrunners, are parties to that certain Credit Agreement dated as of September
28, 2007 (as the same has been amended, supplemented or modified from time to
time until the date hereof, the “Credit
Agreement”) to finance a portion of the payments to be made in
connection with the transactions contemplated by the Merger Agreement. The
Borrower, the Lenders and the Administrative Agent have agreed to use an escrow
arrangement to facilitate the funding of such payments and desire to amend the
Credit Agreement to incorporate such arrangement and to make the other
modifications to the Credit Agreement contained in this Amendment.


 


The parties hereto agree to amend the Credit Agreement upon the terms
and subject to the conditions set forth herein.


 


SECTION 1.           Amendments.
Subject to the satisfaction of the conditions precedent set forth in Section 2
hereof, the Credit Agreement is hereby amended as of the First Amendment
Effective Date (as defined below) as follows:


 


(a)                                  Section
1.1  of the Credit Agreement is
hereby amended by


 


(i) amending the definition of “Credit Documents” in its entirety as
follows:


 


“Credit Documents”
means this Agreement, the Notes, the Escrow Agreement, and any Subsidiary
Guaranties in effect from time to time.


 


(ii) inserting the following definitions
in the appropriate place to preserve the alphabetical order of the definitions
therein:


 


“Escrow Account”
means the escrow account established and maintained under the Escrow Agreement.


 


“Escrow
Agent” means JPMorgan Chase Bank, National Association as escrow
agent under the Escrow Agreement.


 


“Escrow
Agreement” means that certain Escrow Agreement dated as of November 21,
2007, by and among  the Borrower,
each of the lenders listed on Schedule A attached thereto, the Administrative
Agent and the Escrow Agent attached to the First Amendment as Exhibit A,
as the same may be amended or modified from time to time.


 

















 


“Escrow Funding Date”
has the meaning assigned thereto in the Escrow Agreement.


 


“First Amendment”
means Amendment No. 1 to Credit Agreement dated as of November November 21, 2007
among the Borrower, the Lenders and the Administrative Agent.


 


“First Amendment
Effective Date” means the Effective Date as defined in
the First Amendment.


 


(b)           Section 2.5 of the
Credit Agreement is hereby amended and restated in its entirety as follows:


 


“(a)         Disbursement
of Loans. As and when required under the Escrow Agreement and subject to
all other provisions of the Escrow Agreement, each Lender shall make
immediately available for the account of its applicable Lending Office the
amount required to be delivered by such Lender to the Escrow Account maintained
with the Escrow Agent on the Escrow Funding Date according to the instructions
of the Administrative Agent delivered in accordance with Section 2(a) of the
Escrow Agreement. On the date that the funding of the amounts on deposit in the
Escrow Account are released from the Escrow Account to or for the benefit of
the Borrower in accordance with the Escrow Agreement, each Lender shall be
deemed to have made as of such date (which date shall be the Closing Date) for
the account of its applicable Lending Office its Loan, which Loan shall be in
an aggregate principal amount equal to such Lender’s Percentage of the
aggregate amount made available to or for the benefit of the Borrower on the
Escrow Funding Date in accordance with the Escrow Agreement. In the event that
any Lender does not make such amounts available to the Escrow Agent by the time
prescribed in the Escrow Agreement on the Escrow Funding Date, but such amount
is received later that day, such amount may be credited to the Escrow Account
in the manner described in the first sentence of this Section 2.5(a) on
the next Business Day (with interest on such amount to begin accruing hereunder
on such next Business Day) provided that acceptance
by the Escrow Agent or the Borrower of any such late amount shall not be deemed
a waiver by the Borrower of any rights it may have against such Lender. No
Lender shall be responsible to the Escrow Agent or the Borrower for any failure
by another Lender to fund its portion of the amounts to be funded to the Escrow
Account under the Escrow Agreement or of a Borrowing, and no such failure by a
Lender shall relieve any other Lender from its obligation, if any, to fund its
portion of the amounts to be funded to the Escrow Account under the Escrow
Agreement or of a Borrowing.


 


(b)           Administrative
Agent Reliance on Lender Funding. Unless the Administrative Agent shall
have been notified by a Lender prior to the time at which such Lender is
scheduled to make payment to the Escrow Agent or the Administrative Agent of
the proceeds of a Loan pursuant to Section 2.5(a) (which notice shall be
effective upon receipt) that such Lender does not intend to make such payment,
the Administrative Agent may assume that such Lender has made such payment when
due. Nothing in this subsection shall be deemed to relieve any Lender from any
obligation to fund the amounts to be funded to the Escrow Agent under the
Escrow Agreement or any Loans hereunder or to prejudice any rights which the Borrower
may 


 


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have against any Lender as a result of any default by such Lender under
the Escrow Agreement or hereunder.”


 


(c)           Section 2.6 of the
Credit Agreement is hereby amended by adding the following new clause (d)
immediately after clause (c) appearing therein:


 


“(d)         Escrow
Amounts. In consideration of the funding of the amounts (the “Escrow
Amounts”) deposited into the Escrow Account by the Lenders pursuant to the
terms of Section 2.5(a) the Borrower shall pay to the Lenders pro rata in
accordance with their Percentages, a fee equal to the Federal Funds Effective
Rate per annum in effect for each day on the date that such amounts are
deposited into the Escrow Account through but excluding the date (the “Release
Date”) on which such amounts are released from the Escrow Account pursuant
to the terms of the Escrow Agreement. The Borrower agrees to pay such fee on
the Release Date for such Escrow Amounts. In the event that the Borrower has
provided a Borrowing Request for which Escrow Amounts have been deposited in
the Escrow Account and fails to borrow any Loans in accordance with such
Borrowing Request, the Borrower shall pay any applicable amounts owing to the
Lenders under Section 2.11(c) in respect of such failure to borrow in
accordance with such Borrowing Request and the Escrow Amounts shall be deemed
to be a “Loan” for such purposes.”


 


(d)           Section 2.10(d)  of the Credit Agreement is hereby amended
by amending and restating clause (d) thereof in its entirety as follows:


 


“(d) Issuance of Debt. No later than
five Business Days following the date of receipt by the Borrower or any of its
Subsidiaries of any cash proceeds (net of (1) reasonable attorneys’ fees,
investment banking fees, accountants’ fees, underwriting discounts and
commissions and other reasonable customary fees and expenses and (2) any
convertible debt hedge transaction entered into in connection with the
incurrence of Indebtedness for borrowed money permitted hereunder by the Borrower
or any of its Subsidiaries, including any call options related thereto and any
related warrant transactions, in each case, actually incurred in connection
with the incurrence of any Indebtedness for borrowed money by the Borrower or
any of its Subsidiaries) from the incurrence of any Indebtedness for borrowed
money of the Borrower or any of its Subsidiaries (other than with respect to
any (u) Indebtedness incurred or assumed pursuant to or constituting commercial
paper or, a 364-day Working Capital Facility Agreement, the net cash proceeds
of which are used to refinance commercial paper the original net cash proceeds
of which were used to prepay the Loans pursuant to this Section 2.10(d), (v)
Indebtedness incurred or assumed pursuant to or constituting commercial paper,
the net cash proceeds of which are used to refinance Indebtedness incurred or
assumed pursuant to a 364-day Working Capital Facility Agreement the original
net cash proceeds of which were used to prepay the Loans pursuant to this
Section 2.10(d), (w) Indebtedness for borrowed money permitted to be
incurred pursuant to Section 6.11 (as though such Section were in effect from
the Effective Date) and any Guaranty of the Borrower thereof, (x) Intercompany
Indebtedness, (y) Indebtedness incurred or assumed pursuant to a Working
Capital Facility Agreement (other than any 364-day Working Capital Facility
Agreement except as otherwise provided in this Section 2.10(d)) or (z) any
refinancings, replacements or renewals of any Indebtedness of the Borrower, GSF
or any of their respective Subsidiaries outstanding as of the Effective Date)
(i) to the extent such date of receipt occurs on or prior to the Closing Date,
the aggregate amount of the Lenders’ Commitments outstanding on such date shall
be automatically and permanently reduced in an aggregate amount equal to 100%
of such net cash proceeds, such reduction to be allocated among the Lenders pro rata based on 


 


3

















 


the amount of each such Lender’s Commitment outstanding on such date,
and (ii) to the extent such date of receipt occurs after the Closing Date, the
Borrower shall prepay the Loans in an aggregate amount equal to 100% of such
net cash proceeds.”


 


(e)           Clause (iv) of
Section 4.2(g) of the Credit Agreement is hereby amended by amending and
restating such clause thereof in its entirety as follows:


 


“(iv) pro forma financial statements
contained in the Borrower’s joint proxy statements filed with the SEC on
October 2, 2007.”


 


(f)            Clause (ii) of
Section 5.8 of the Credit Agreement is hereby amended by amending and restating
such clause in its entirety as follows:


 


“(ii) in the case of GSF, included in the
consolidated financial statements included in its quarterly report on Form 10-Q
for the quarter ended September 30, 2007 as filed with the SEC on
October 3, 2007, unless otherwise permitted under this Agreement.”


 


SECTION 2.           Conditions
to Effectiveness. This Amendment shall become effective on the date (“Effective
Date”) when the Administrative Agent shall have received (a) a counterpart
signature page of this amendment duly executed by the Borrower, the
Administrative Agent and the Lenders and (b) the Escrow Agreement executed
by the Borrower, the Lenders, the Escrow Agent and the Administrative Agent.


 


SECTION 3.           Construction
with the Credit Documents.


 


(a)           On and after the
Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,”
or words of like import, and each reference in the other Credit Documents to
the Credit Agreement, shall mean and be a reference to the Credit Agreement as
amended hereby, and this Amendment and the Credit Agreement shall be read
together and construed as a single instrument. The table of contents, signature
pages and list of Exhibits and Schedules of the Credit Agreement shall be
deemed modified to reflect the changes made by this Amendment.


 


(b)           Except as expressly
amended hereby, all of the terms and provisions of the Credit Agreement and all
other Credit Documents are and shall remain in full force and effect and are
hereby ratified and confirmed.


 


(c)           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 or the Agents under any of the Credit Documents, nor constitute a
waiver or amendment of any provision of any of the Credit Documents or for any
purpose except as expressly set forth herein.


 


(d)           This Amendment is a
Credit Document.


 


(e)           The Credit Agreement
and each of the other Credit Documents shall remain in full force and effect,
except as modified hereby in connection herewith.


 


SECTION 4.           Governing
Law. This Amendment is governed by, and shall be construed in accordance
with, the law of the State of New York.


 


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SECTION 5.           Execution
in Counterparts. This Amendment may be executed in any number of
counterparts and by different parties in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Signature pages may be
detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are attached to the same document. Delivery
of an executed counterpart by telecopy or electronic transmission (in “pdf”
format) shall be effective as delivery of a manually executed counterpart of
this Amendment.


 


[SIGNATURE PAGES FOLLOW]


 


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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.


 


 


	
   

  	
  TRANSOCEAN INC.,

  
	
   

  	
  as Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Steve McFadin

  
	
   

  	
  Name:

  	
  Steve McFadin

  
	
   

  	
  Title:

  	
  Assistant Treasurer

  



 


 


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  GOLDMAN SACHS CREDIT PARTNERS L.P.,

  
	
   

  	
  as Administrative Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Bruce H. Mendelsohn

  
	
   

  	
  Authorized Signatory

  



 


 


[SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT]


 

















 


	
   

  	
  LEHMAN LOAN FUNDING, LLC

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ A. Tucker Hackett

  
	
   

  	
  Name:

  	
  A. Tucker Hackett

  
	
   

  	
  Title:

  	
  Authorized Signatory

  



 


 


[SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT
AGREEMENT]


 

















 


	
   

  	
  LEHMAN BROTHERS COMMERCIAL

  PAPER, INC.

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Adrian DeLagarde

  
	
   

  	
  Name:

  	
  Adrian DeLagarde

  
	
   

  	
  Title:

  	
  Authorized Signatory

  



 


 


[SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT
AGREEMENT]


 

















 


	
   

  	
  CITIBANK, N.A.,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Robert H. Malleck

  
	
   

  	
  Name:

  	
  Robert H. Malleck

  
	
   

  	
  Title:

  	
  VP

  



 


 


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  JPMORGAN CHASE BANK, N.A.,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Helen A. Carr

  
	
   

  	
  Name:

  	
  Helen A. Carr

  
	
   

  	
  Title:

  	
  Managing Director

  



 


 


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  CALYON New York Branch

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Page Dillehunt

  
	
   

  	
  Name:

  	
  Page Dillehunt

  
	
   

  	
  Title: 

  	
  Managing Director

  



 


 


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  CREDIT SUISSE, CAYMAN ISLANDS

  BRANCH

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Vanessa Gomez

  
	
   

  	
  Name:

  	
  /s/ Vanessa Gomez

  
	
   

  	
  Title: 

  	
  Vice President

  



 


 


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  UBS LOAN FINANCE LLC,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Mary E. Evans

  
	
   

  	
  Name:

  	
  Mary E. Evans

  
	
   

  	
  Title: 

  	
  Associate Director

  



 


 


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  FORTIS CAPITAL CORP.,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Alison B. Barber

  
	
   

  	
  Name:

  	
  Alison B. Barber

  
	
   

  	
  Title: 

  	
  Vice President

  



 


 


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  DnB NOR Bank ASA.,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Barbara Gronquist

  
	
   

  	
  Name:

  	
  Barbara Gronquist

  
	
   

  	
  Title: 

  	
  Senior Vice President

  



 


 


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  THE BANK OF TOKYO-MITSUBISHI UFJ,

  LTD., HOUSTON AGENCY,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Linda Terry

  
	
   

  	
  Name:

  	
  Linda Terry

  
	
   

  	
  Title: 

  	
  Vice President & Manager

  



 


 


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  WELLS FARGO BANK, N.A.,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ William S. Rogers

  
	
   

  	
  Name:

  	
  William S. Rogers

  
	
   

  	
  Title: 

  	
  Vice President

  



 


 


[SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT]