Exhibit 4.2


 


 




 


 


FIRST
SUPPLEMENTAL INDENTURE


 


 


between


 


 


TRANSOCEAN
INC.


 


 


and


 


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,


 


 


as
Trustee


 


 


December 11,
2007


 


 





 





















 


TRANSOCEAN
INC.


FIRST SUPPLEMENTAL INDENTURE


 


THIS FIRST SUPPLEMENTAL INDENTURE, dated as of December 11, 2007
(the “First Supplemental Indenture”), between Transocean Inc., a Cayman Islands
exempted company limited by shares (the “Company”), and Wells Fargo Bank,
National Association (the “Trustee”).


 


W  I  T  N  E  S
S  E  T  H :


 


WHEREAS, the Company has heretofore executed and delivered to the
Trustee an Indenture, dated as of December 11, 2007, providing for the
issuance from time to time of one or more series of the Company’s Securities;


 


WHEREAS, Sections 2.01 and 9.01(9) of the Indenture provide that the
Company and the Trustee may from time to time enter into one or more indentures
supplemental thereto to establish the form or terms of Securities of a new
series;


 


WHEREAS, Section 9.01(6) of the Indenture permits the
execution of supplemental indentures without the consent of any Holders to add
to the covenants of the Company for the benefit of all or any series of
Securities;


 


WHEREAS, the Company desires to issue 5.25% Senior Notes
due March 15, 2013,
6.00% Senior Notes due March 15, 2018  and 6.80% Senior Notes
due March 15, 2038,
each a new series of Securities the issuance of which was authorized by or
pursuant to resolution of the Board of Directors of the Company;


 


WHEREAS, the Company, pursuant to the foregoing authority, proposes in
and by this First Supplemental Indenture to supplement and amend the Indenture
insofar as it will apply only to the Senior Notes in certain respects; and


 


WHEREAS, all things necessary have been done to make the Senior Notes,
when executed by the Company and authenticated and delivered hereunder and duly
issued by the Company, the valid obligations of the Company, and to make this
First Supplemental Indenture a valid agreement of the Company, in accordance
with their and its terms.


 


NOW THEREFORE:


 


In consideration of the premises provided for herein, the Company and
the Trustee mutually covenant and agree for the equal and proportionate benefit
of all Holders of the Senior Notes as follows:


 


ARTICLE ONE


 


THE
SENIOR NOTES


 


SECTION 101        Designation of Senior
Notes; Establishment of Form. 
There shall be a series of Securities designated “5.25% Senior Notes Due
March 15, 2013” of the 


 

















 


Company (the “2013 Notes”), the form of which shall be
substantially as set forth in Annex A hereto; a series of Securities designated
“6.00% Senior Notes Due March 15, 2018” of the Company (the “2018 Notes”),
the form of which shall be substantially as set forth in Annex B hereto; and a
series of Securities designated “6.80% Senior Notes Due March 15, 2038” of
the Company (the “2038 Notes”, and together with the 2013 Notes and the  2018 Notes, the “Senior Notes”), the form of
which shall be substantially as set forth in Annex C hereto, each of which is
incorporated into and shall be deemed a part of this First Supplemental
Indenture, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by the
Indenture, and which may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers of the Company executing
such Senior Notes, as evidenced by their execution of the Senior Notes.


 


All of the Senior Notes will initially be issued in permanent global
form, substantially in the respective forms set forth in Annex A, Annex B and
Annex C hereto (the “Global Securities”), as Book-Entry Securities.  Each Global Security shall represent such of
the Outstanding Senior Notes as shall be specified therein and shall provide
that it shall represent the aggregate amount of Outstanding Senior Notes from
time to time endorsed thereon and that the aggregate amount of Outstanding
Senior Notes represented thereby may from time to time be reduced to reflect
exchanges and redemptions.  Any
endorsement of a Global Security to reflect the amount, or any increase or
decrease in the amount, of Outstanding Senior Notes represented thereby shall
be made by the Trustee in accordance with written instructions or such other
written form of instructions as is customary for the Depositary, from the
Depositary or its nominee on behalf of any Person having a beneficial interest
in the Global Security.


 


The Company initially appoints The Depository Trust Company to act as
Depositary with respect to the Global Securities.


 


SECTION 102        Amount.  Each series of the Senior Notes may be issued
in unlimited aggregate principal amount. 
The Trustee shall authenticate and deliver Senior Notes for original
issue in an initial aggregate principal amount of up to $500,000,000 of 2013
Notes, up to $1,000,000,000 of 2018 Notes and up to $1,000,000,000 of 2038
Notes upon Company Order without any further action by the Company.


 


SECTION 103        Interest.  The Senior Notes of each series shall bear
interest at the rate set forth under the caption “Interest” in the Senior Notes
of such series, commencing on the Issue Date of the Senior Notes.  Interest on the Senior Notes shall be payable
to the persons in whose name the Senior Notes are registered at the close of
business on the Regular Record Date for such interest payment.  The date from which interest shall accrue for
each Senior Note shall be December 11, 2007.  The Interest Payment Dates on which interest
on the Senior Notes shall be payable are March 15 and September 15,
commencing on March 15, 2008.  The
Regular Record Dates for the interest payable on the Senior Notes on any
Interest Payment Date shall be March 1 or September 1, as the case
may be, immediately preceding such Interest Payment Date.


 


SECTION 104        Additional Amounts.  Additional Amounts with respect to
the Senior Notes of each series shall be payable in accordance with the
provisions and in the 


 


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amounts set forth under the caption “Tax Additional
Amounts” in the Senior Notes of such series and in accordance with the
provisions of the Indenture.


 


SECTION 105        Denominations.  The Senior Notes shall be issued in
denominations of $1,000 or any integral multiple thereof.


 


SECTION 106        Optional Redemption.  The Company, at its option, may redeem the
Senior Notes of each series in accordance with the provisions of and at the
Redemption Prices set forth under the captions “Optional Redemption” and “Notice
of Redemption” in the Senior Notes of such series and in accordance with the
provisions of the Indenture.


 


SECTION 107        Sinking Fund.  There shall be no sinking fund for the
retirement of the Senior Notes.


 


SECTION 108        Place of Payment.  The Place of Payment for the Senior Notes and
the place or places where the principal of and interest on the Senior Notes
shall be payable, the Senior Notes may be surrendered for registration of
transfer, the Senior Notes may be surrendered for exchange or redemption and where
notices may be given to the Company in respect of the Senior Notes is at the
office or agency of the Trustee in Fort Worth, Texas; provided
that payment of interest may be made at the option of the Company by check
mailed to the address of the person entitled thereto as such address shall
appear in the register of the Securities or by wire transfer of immediately
available funds to the accounts in the United States specified by the Holder of
such Senior Notes.


 


SECTION 109        Maturity. The
date on which the principal of the 2013 Notes is payable, unless accelerated
pursuant to the Indenture, shall be March 15, 2013.  The date on which the principal of the 2018
Notes is payable, unless accelerated pursuant to the Indenture, shall be March 15,
2018.  The date on which the principal of
the 2038 Notes is payable, unless accelerated pursuant to the Indenture, shall
be March 15, 2038.


 


SECTION 110        Paying Agent and
Registrar.  The Company
initially appoints the Trustee to act as Paying Agent and Registrar with respect
to the Senior Notes.


 


SECTION 111        No Defeasance.  The provisions of Section 8.01(b) and
Section 8.01(c) of the Indenture do not apply to the Senior Notes.


 


SECTION 112        Other Terms of the Senior
Notes.  Without limiting the
foregoing provisions of this Article One, the terms of the 2013 Notes
shall be as set forth in the form of 2013 Notes set forth in Annex A hereto,
the terms of the 2018 Notes shall be as set forth in the form of 2018 Notes set
forth in Annex B hereto, and the terms of the 2038 Notes shall be as set
forth in the form of 2038 Notes set forth in Annex C hereto, and in each
case as provided in the Indenture.


 


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ARTICLE TWO


 


AMENDMENTS TO THE INDENTURE


 


The amendments contained herein shall apply to the Senior Notes only
and not to any other series of Security issued under the Indenture, and any
covenants provided herein are expressly being included solely for the benefit
of the Senior Notes. These amendments shall be effective for so long as there
remain any Senior Notes Outstanding.


 


SECTION 201        Definitions.  Section 1.01 of the Indenture is amended
by inserting or restating, as the case may be, in their appropriate
alphabetical position, the following definitions:


 


“Consolidated Net Tangible Assets” means the total amount of assets
(less applicable reserves and other properly deductible items) after deducting (1) all
current liabilities (excluding the amount of those which are by their terms
extendable or renewable at the option of the obligor to a date more than 12
months after the date as of which the amount is being determined) and (2) all
goodwill, tradenames, trademarks, patents, unamortized debt discount and
expense and other like intangible assets, all as set forth on the most recent balance
sheet of the Company and its consolidated Subsidiaries and determined in
accordance with GAAP.


 


“Funded Debt” means indebtedness of the Company or a Subsidiary owning
Restricted Property maturing by its terms more than one year after its creation
and indebtedness classified as long-term debt under GAAP, and in each case
ranking at least pari passu with the Securities.


 


“Lien” means any mortgage, pledge, lien, encumbrance, charge or
security interest.


 


“Restricted Property” means (1) any drilling rig or drillship, or
portion thereof, owned or leased by the Company or any Subsidiary and used for
drilling offshore oil and gas wells, which, in the opinion of the Board of
Directors, is of material importance to the business of the Company and its
Subsidiaries taken as a whole, but no such drilling rig or drillship, or
portion thereof, shall be deemed of material importance if its gross book value
(before deducting accumulated depreciation) is less than 2% of Consolidated Net
Tangible Assets, or (2) any shares of capital stock or indebtedness of any
Subsidiary owning any such drilling rig or drillship.


 


“Sale and Leaseback Transaction” means any arrangement with any Person
pursuant to which the Company or any Subsidiary leases any Restricted Property
that has been or is to be sold or transferred by the Company or the Subsidiary
to such Person, other than (1) temporary leases for a term, including
renewals at the option of the lessee, of not more than three years, (2) leases
between the Company and a Subsidiary or between Subsidiaries, (3) leases
of a Restricted Property executed by the time of, or within 12 months after the
latest of, the acquisition, the completion of construction or improvement, or
the commencement of commercial operation of, the Restricted Property, and (4) arrangements
pursuant to any provision of law with an effect similar to the former Section 168(f)(8) of
the Internal Revenue Code of 1954.


 


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“Senior Notes” shall mean the 5.25% Senior Notes due March 15,
2013 of the Company, the 6.00% Senior Notes due March 15, 2018 of the
Company and the 6.80% Senior Notes due March 15, 2038 of the Company.


 


“Tax Additional Amounts” has the meaning specified in Section 2.18.


 


“Value” means, with respect to a Sale and Leaseback Transaction, an
amount equal to the present value of the lease payments with respect to the
term of the lease remaining on the date as of which the amount is being
determined, without regard to any renewal or extension options contained in the
lease which are outstanding on the effective date of such Sale and Leaseback
Transaction and which have the benefit of Section 4.09.


 


SECTION 202        Tax Additional Amounts


 


Article Two shall be amended by adding the
following section:


 


Section 2.18           Tax Additional Amounts.


 


The Company shall pay any amounts due with respect to
the payments on the Senior Notes without deduction or withholding for any and
all present and future withholding taxes, levies, imposts and charges (each, a “Withholding
Tax”) imposed by or for the account of the Cayman Islands or any other
jurisdiction in which the Company is resident for tax purposes or any political
subdivision or taxing authority of such jurisdiction (the “Taxing Jurisdiction”),
unless such withholding or deduction is required by law.  If such deduction or withholding is at any
time required, the Company will (subject to compliance by such Holder with any
relevant administrative requirements) pay each Holder additional amounts (“Tax
Additional Amounts”) as will result in such Holder’s receipt of such amounts as
it would have received had no such withholding or deduction been required.


 


If the Taxing Jurisdiction requires the Company to
deduct or withhold any Withholding Tax, the Company will (subject to compliance
by a Holder with any relevant administrative requirements) pay such Tax
Additional Amounts in respect of principal amount, Redemption Price and
interest (if any) in accordance with the terms of the Senior Notes and the
Indenture; provided, however,
that the foregoing shall not apply to:


 


(a)           any
Withholding Tax which would not be payable or due but for the fact that (1) the
Holder of a Senior Note (or a fiduciary, settlor, beneficiary of, member or
shareholder of, such Holder, if such Holder is an estate, trust, partnership or
corporation) is a domiciliary, national or resident of, or engaging in business
or maintaining a permanent establishment or being physically present in, the
Taxing Jurisdiction or otherwise having some present or former connection with
the Taxing Jurisdiction other than the holding or ownership of the Senior Note
or the collection of principal amount, Redemption Price and Interest (if any),
in accordance with the terms of the Senior Note and the Indenture or the
enforcement of the Senior Note or (2) where presentation is required,
the 


 


5

















 


Senior Note was
presented more than 30 days after the date such payment became due or was
provided for, whichever is later;


 


(b)           any
Withholding Tax attributable to any estate, inheritance, gift, sales, transfer,
excise, personal property or similar tax, levy, impost or charge;


 


(c)           any
Withholding Tax attributable to any tax, levy, impost or charge which is
payable otherwise than by withholding from payment of principal amount,
Redemption Price and interest (if any);


 


(d)           any
Withholding Tax which would not have been imposed but for the failure to comply
with certification, information, documentation or other reporting requirements
concerning the nationality, residence, identity or connections with the
relevant tax authority of the Holder or beneficial owner of the
Senior Note, if this compliance is required by statute or by regulation as
a precondition to relief or exemption from such Withholding Tax;


 


(e)           to
the extent a Holder is entitled to a refund or credit in such Taxing
Jurisdiction of amounts required to be withheld by such Taxing Jurisdiction; or


 


(f)            any
combination of the instances described in (a) through (e).


 


With respect to Section 2.18(e), in the absence
of evidence satisfactory to the Company, the Company may conclusively presume
that a Holder of a Senior Note is entitled to a refund or credit of all
amounts required to be withheld.  The
Company shall not be required to pay any Tax Additional Amounts to any Holder
of a Senior Note who is a fiduciary or partnership or other than the sole
beneficial owner of the Senior Note to the extent that a beneficiary or settlor
with respect to such fiduciary, or a member of such partnership or a beneficial
owner thereof, would not have been entitled to the payment of such Tax
Additional Amounts had such beneficiary, settlor, member or beneficial owner
been the Holder of the Senior Note.


 


SECTION 203        Additional Covenants.       Article Four of the Indenture shall
be amended by adding the following Sections 4.08 and 4.09:


 


Section 4.08           Limitation on Liens


 


The Company shall not create, assume or suffer to exist any Lien on any
Restricted Property to secure any debt of the Company, any Subsidiary or any
other Person, or permit any Subsidiary so to do, without making effective
provision whereby the Securities then outstanding and having the benefit of
this Section 4.08 shall be secured by a Lien equally and ratably with such
debt for so long as such debt shall be so secured, except that the foregoing
shall not prevent the Company or any Subsidiary from creating, assuming or
suffering to exist Liens of the following character:


 


1.                                       any Lien existing on the date of issuance
of the Senior Notes;


 


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2.                                       any Lien existing on Restricted Property
owned or leased by a Person at the time it becomes a Subsidiary;


 


3.                                       any Lien existing on Restricted Property
at the time of the acquisition thereof by the Company or a Subsidiary;


 


4.                                       any Lien to secure any debt incurred
prior to, at the time of, or within 12 months after the acquisition of
Restricted Property for the purpose of financing all or any part of the
purchase price thereof and any Lien to the extent that it secures debt which is
in excess of such purchase price and for the payment of which recourse may be
had only against such Restricted Property;


 


5.                                       any Lien to secure any debt incurred
prior to, at the time of, or within 12 months after the completion of the
construction and commencement of commercial operation, alteration, repair or
improvement of Restricted Property for the purpose of financing all or any part
of the cost thereof and any Lien to the extent that it secures debt which is in
excess of such cost and for the payment of which recourse may be had only
against such Restricted Property;


 


6.                                       any Lien securing debt of a Subsidiary
owing to the Company or to another Subsidiary;


 


7.                                       any Lien in favor of the United States of
America or any State thereof or any other country, or any agency,
instrumentality of political subdivision of any of the foregoing, to secure
partial, progress, advance or other payments or performance pursuant to the
provisions of any contract or statute, or any Liens securing industrial
development, pollution control, or similar revenue bonds;


 


8.                                       Liens imposed by law, such as mechanics’,
workmen’s, repairmen’s, materialmen’s, carriers’, warehousemen’s, vendors’ or
other similar Liens arising in the ordinary course of business, or governmental
(federal, state or municipal) Liens arising out of contracts for the sale of
products or services by the Company or any Subsidiary, or deposits or pledges
to obtain the release of any of the foregoing;


 


9.                                       pledges or deposits under workmen’s
compensation laws or similar legislation and Liens of judgments thereunder
which are not currently dischargeable, or good faith deposits in connection
with bids, tenders, contracts (other than for the payment of money) or leases
to which the Company or any Subsidiary is a party, or deposits to secure public
or statutory obligations of the Company or any Subsidiary, or deposits in
connection with obtaining or maintaining self-insurance or to obtain the
benefits of any law, regulation or arrangement pertaining to unemployment insurance,
old age pensions, social security or similar matters, or deposits of cash or
obligations of the United States of America to secure surety, appeal or customs
bonds to which the Company or any Subsidiary is a party, or deposits in
litigation or other proceedings such as, but not limited to, interpleader
proceedings;


 


7

















 


10.                                 Liens created by or resulting from any
litigation or other proceeding which is being contested in good faith by
appropriate proceedings, including Liens arising out of judgments or awards
against the Company or any Subsidiary with respect to which the Company or such
Subsidiary is in good faith prosecuting an appeal or proceedings for review; or
Liens incurred by the Company or any Subsidiary for the purpose of obtaining a
stay or discharge in the course of any litigation or other proceeding to which
the Company or such Subsidiary is a party;


 


11.                                 Liens for taxes or assessments or
governmental charges or levies not yet due or delinquent, or which can
thereafter be paid without penalty, or which are being contested in good faith
by appropriate proceedings;


 


12.                                 any extension, renewal or replacement (or
successive extensions, renewals or replacements) in whole or in part of any
Lien referred to in clauses (1) through (11) above, so long as the
principal amount of the debt secured thereby does not exceed the principal
amount of debt so secured at the time of the extension, renewal or replacement
(except that, where an additional principal amount of debt is incurred to
provide funds for the completion of a specific project, the additional
principal amount, and any related financing costs, may be secured by the Lien
as well) and the Lien is limited to the same property subject to the Lien so extended,
renewed or replaced (plus improvements on the property); and


 


13.                                 any Lien not permitted by clauses (1) through
(12) above securing debt that, together with the aggregate outstanding
principal amount of all other debt of the Company and its Subsidiaries secured
by Liens which would otherwise be prohibited by the foregoing restrictions and
the aggregate Value of existing Sale and Leaseback Transactions which would be
subject to the restrictions of Section 4.09 but for this clause (13), does
not at any time exceed 10% of Consolidated Net Tangible Assets.


 


Section 4.09           Limitation on Sale and Lease-Back Transactions


 


The Company shall not enter into any Sale and Leaseback Transaction
covering any Restricted Property, nor permit any Subsidiary so to do, unless
either:


 


1.                                       the Company or such Subsidiary would be
entitled to incur debt, in a principal amount at least equal to the Value of
such Sale and Leaseback Transaction, which is secured by Liens on the property
to be leased (without equally and ratably securing the outstanding Securities)
because such Liens would be of such character that no violation of the
provisions of Section 4.08 would result, or


 


2.                                       the Company during the six months
immediately following the effective date of such Sale and Leaseback Transaction
causes to be applied to (A) the acquisition of Restricted Property or (B) the
voluntary retirement of Funded Debt (whether by redemption, defeasance,
repurchase, or otherwise) an amount equal to the Value of such Sale and
Leaseback Transaction.


 


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ARTICLE
THREE


 


MISCELLANEOUS PROVISIONS


 


SECTION 301        Integral Part.


 


This First Supplemental Indenture constitutes an integral part of the
Indenture.


 


SECTION 302        General Definitions.


 


For all purposes of this First Supplemental Indenture:


 


(a)           capitalized
terms used herein without definition shall have the meanings specified in the
Indenture; and


 


(b)           the
terms “herein”, “hereof”, “hereunder” and other words of similar import refer
to this First Supplemental Indenture.


 


SECTION 303        Adoption, Ratification and
Confirmation.


 


The Indenture, as supplemented and amended by this First Supplemental
Indenture, is in all respects hereby adopted, ratified and confirmed.


 


SECTION 304        Counterparts.


 


This First Supplemental Indenture may be executed in any number of
counterparts, each of which when so executed shall be deemed an original; and
all such counterparts shall together constitute but one and the same
instrument.


 


SECTION 305        Governing Law.


 


THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT WITHOUT GIVING EFFECT TO
THE APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 


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


 


	
   

  	
  TRANSOCEAN INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WELLS FARGO BANK, NATIONAL

  ASSOCIATION, as Trustee

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  By:

  	
   

  	 

	
   

  	
   

  	
   

  	
  Name:

  	
   

  	 

	
   

  	
   

  	
   

  	
  Title:

  	
   

  	 




 
















 


ANNEX A


 


[FORM OF
GLOBAL SECURITY]


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.


 


5.25%
SENIOR NOTE DUE MARCH 15, 2013


TRANSOCEAN
INC.


 


	
  Issue
  Date: December 11, 2007

  	
   

  	
  Maturity: March 15, 2038

  
	
  Principal
  Amount: $ 

  	
   

  	
  CUSIP: 893830 AR0

  
	
   

  	
   

  	
  ISIN: US893830AR03

  
	
  Registered:
  No. R-

  	
   

  	
   

  



 


Transocean Inc., a Cayman Islands exempted company limited by shares
(herein called the “Company”, which term includes any successor corporation
under the indenture hereinafter referred to), for value received, hereby
promises to pay to Cede & Co., or registered assigns, the principal
sum of [  ] Dollars ($) on March 15,
2013 and to pay interest thereon and Tax Additional Amounts, if any, in
immediately available funds as specified on the reverse of this Security.


 


Payment of the principal of and interest on and Tax Additional Amounts,
if any, with respect to this Security will be made at the office or agency of
the Company maintained for that purpose in The City of New York, New York or
Fort Worth, Texas in such coin or currency of the United States of America as
at the time of payment is legal tender for payment of public and private debts;
provided, however,
that at the option of the Company, payment of interest and Tax Additional
Amounts, if any, may be made


 


A-1

















 


by check mailed to the address of the Person entitled
thereto as such address shall appear in the register of Securities or by wire
transfer of immediately available funds to the accounts designated by the
Holder of this Security.


 


Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


 


Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.


 


IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.


 


Dated:


 


	
   

  	
   

  	
  TRANSOCEAN INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


	
  Attest:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Assistant Secretary

  



 


A-3

















 


TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.


 


	
   

  	
  WELLS FARGO BANK,

  NATIONAL ASSOCIATION, as 

  Trustee

  
	
   

  
	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  



 


 


	
  Date of Authentication:

  	
   

  	
   

  



 


A-4

















 


[Reverse of Security]


 


TRANSOCEAN INC.


 


5.25% SENIOR NOTE DUE MARCH 15, 2013


This Security is one of a duly authorized issue of senior securities of
the Company issued and to be issued in one or more series under an Indenture,
dated as of December 11, 2007, as amended by the First Supplemental
Indenture thereto dated as of December 11, 2007, and the Second Supplemental
Indenture thereto dated as of December 11, 2007 (as so amended, herein
called the “Indenture”), between the Company and Wells Fargo Bank, National
Association, as trustee (herein called the “Trustee”, which term includes any
successor trustee under the Indenture), or their respective predecessors, as
applicable, to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof, which is initially in the aggregate principal
amount of $500,000,000.  As used herein,
the term “Securities” means securities of the series designated on the face
hereof except that, where the context requires that such term be construed as
including another series of securities (e.g., where
phrases such as “Securities of each series” or Securities of any series” or
similar phrases are used), the term “Securities” means securities of any series
issued or to be issued under the Indenture.


 


The Company may, without the consent of the existing holders of the
Securities, issue additional Securities having the same ranking and the same
interest rate, maturity and other terms as the Securities.  Any additional Securities having such similar
terms, together with the Securities, will constitute a single series of
Securities under the Indenture.


 


Interest


 


The rate at which this Security shall bear interest shall be 5.25% per
annum.  The date from which interest
shall accrue for this Security shall be December 11, 2007.  The Interest Payment Dates on which interest
on this Security shall be payable are March 15 and September 15 of
each year, commencing on March 15, 2008. 
The Regular Record Date for the interest payable on this Security on any
Interest Payment Date shall be the March 1 or September 1, as the case
may be, immediately preceding such Interest Payment Date.  Interest will cease to accrue on this
Security upon its maturity, conversion, purchase by the Company at the option
of a holder or redemption.


 


Method of Payment


 


Payments in respect of principal of and interest, if any, on the
Securities shall be made by the Company in immediately available funds.


 


A-5

















 


Optional Redemption


 


The Securities are redeemable, at the option of the Company, at any time
prior to maturity in whole or from time to time in part, on a date fixed by the
Company for such redemption (the “Redemption Date”) and at a price (the “Redemption
Price”) equal to 100% of the principal amount thereof plus accrued and unpaid
interest up to but not including the Redemption Date plus a Make-Whole Premium,
if any is required to be paid. However, if the Redemption Date is after a
Regular Record Date and on or prior to the corresponding Interest Payment Date,
the interest will be paid on the Redemption Date to the person in whose name
the Securities are registered at the close of business on the Regular Record
Date and not included in the Redemption Price. The Redemption Price will never
be less than 100% of the principal amount of the Securities plus accrued and
unpaid interest up to but not including the Redemption Date.


 


The amount of the Make-Whole Premium is equal to the excess, if any,
of: (i) the sum of the present values, calculated as of the Redemption
Date, of :(A) the remaining scheduled payments of interest on the
Securities to be redeemed that would be due after the Redemption Date but for
such redemption (except that, if such Redemption Date is not an Interest
Payment Date, the amount of the next succeeding scheduled interest payment will
be reduced by the amount of interest accrued thereon to the Redemption Date);
and (B) the principal amount that, but for the redemption, would have been
payable at the Stated Maturity; over (ii) the aggregate principal amount
of the Securities being redeemed.


 


The
present values of interest and principal payments referred to in clause (i) above
will be determined in accordance with generally accepted principles of
financial analysis. Those present values will be calculated by discounting the
amount of each payment of interest or principal from the date that each payment
would have been payable, but for the redemption, to the Redemption Date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months)
at a discount rate equal to the Treasury Rate (as defined below) plus 30 basis
points.


 


‘‘Treasury Rate’’ means, with respect to any Redemption Date, the rate
per annum equal to the semiannual equivalent yield to maturity (computed as of
the second Business Day immediately preceding such Redemption Date) of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date.


 


‘‘Comparable Treasury Issue’’ means the United States Treasury security
selected by an Independent Investment Banker that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Securities.


 


A-6

















 


‘‘Independent Investment Banker’’ means one of the Reference Treasury
Dealers appointed by the Company.


 


‘‘Comparable Treasury Price’’ means, with respect to any Redemption
Date, (1) the average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
on the third Business Day preceding such Redemption Date, as set forth in the
daily statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated ‘‘H.15(519) Selected Interest Rates’’
or (2) if such release (or any successor release) is not published or does
not contain such prices on such Business Day, (a) the average of the
Reference Treasury Dealer Quotations for such Redemption Date, after excluding
the highest and lowest of such Reference Treasury Dealer Quotations, or (b) if
the Trustee obtains fewer than four such Reference Treasury Dealer Quotations,
the average of all Reference Treasury Dealer Quotations obtained.


 


‘‘Reference Treasury Dealer’’ means Goldman, Sachs & Co. and
Lehman Brothers Inc. and their successors and two other nationally recognized
investment banking firms that are Primary Treasury Dealers specified from time
to time by us, except that if any of the foregoing ceases to be a primary U.S.
Government securities dealer in New York City (a ‘‘Primary Treasury Dealer’’),
the Company is required to designate as a substitute another nationally
recognized investment banking firm that is a Primary Treasury Dealer.


 


‘‘Reference Treasury Dealer Quotations’’ means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined
by the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer as of 3:30 p.m.,
New York City time, on the third Business Day preceding such Redemption Date.


 


On and after any Redemption Date, interest will cease to accrue on the
Securities called for redemption.  If
less than all of the Securities are to be redeemed, the Trustee will select the
Securities to be redeemed by lot, pro rata or by any other method the Trustee
deems fair and appropriate.


 


Notice of redemption will be mailed by first class mail at least 30
days but not more than 60 days before the Redemption Date to each Holder of
Securities to be redeemed at its registered address. Securities in
denominations larger than $1,000 Principal Amount may be redeemed in part, but
only in whole multiples of $1,000. On and after the Redemption Date, subject to
the deposit with the Paying Agent of funds sufficient to pay the Redemption
Price, interest ceases to accrue on Securities or portions thereof called for
redemption.


 


The Securities are not entitled to the benefit of any sinking fund or
other mandatory redemption provisions.


 


A-7

















 


Tax Additional Amounts


 


The Company shall pay any amounts due with respect to the payments on
the Security without deduction or withholding for any and all present and
future withholding taxes, levies, imposts and charges (each, a “Withholding Tax”)
imposed by or for the account of the Cayman Islands or any other jurisdiction
in which the Company is resident for tax purposes or any political subdivision
or taxing authority of such jurisdiction (the “Taxing Jurisdiction”), unless
such withholding or deduction is required by law.  If such deduction or withholding is at any
time required, the Company will (subject to compliance by such Holder with any
relevant administrative requirements) pay each Holder such additional amounts (“Tax
Additional Amounts”) as will result in such Holders receipt of such amounts as
it would have received had no such withholding or deduction been required.


 


If the Taxing Jurisdiction requires the Company to deduct or withhold
any Withholding Tax, the Company will (subject to compliance by a Holder with
any relevant administrative requirements) pay such Tax Additional Amounts in
respect of principal amount, Redemption Price and interest (if any) in
accordance with the terms of the Security and the Indenture; provided, however, that
the foregoing shall not apply to:


 


(a)           any Withholding Tax
which would not be payable or due but for the fact that (1) the Holder of
a Security (or a fiduciary, settlor, beneficiary of, member or shareholder of,
such Holder, if such Holder is an estate, trust, partnership or corporation) is
a domiciliary, national or resident of, or engaging in business or maintaining
a permanent establishment or being physically present in, the Taxing
Jurisdiction or otherwise having some present or former connection with the
Taxing Jurisdiction other than the holding or ownership of the Security or the
collection of principal amount, Redemption Price and Interest (if any), in
accordance with the terms of the Security and the Indenture or the enforcement
of the Security or (2) where presentation is required, the Security was
presented more than 30 days after the date such payment became due or was
provided for, whichever is later;


 


(b)           any Withholding Tax
attributable to any estate, inheritance, gift, sales, transfer, excise, personal
property or similar tax, levy, impost or charge;


 


(c)           any Withholding Tax
attributable to any tax, levy, impost or charge which is payable otherwise than
by withholding from payment of principal amount, Redemption Price and interest
(if any);


 


(d)           any Withholding Tax
which would not have been imposed but for the failure to comply with
certification, information, documentation or other reporting requirements
concerning the nationality, residence, identity or connections with the
relevant tax authority of the Holder or beneficial owner of the Security, if
this compliance is required by statute or by regulation as a precondition to
relief or exemption from such Withholding Tax;


 


A-8

















 


(e)           to the extent a Holder
is entitled to a refund or credit in such Taxing Jurisdiction of amounts
required to be withheld by such Taxing Jurisdiction; or


 


(f)            any combination of
the instances described in (a) through (e).


 


With respect to clause (e), above, in the absence of evidence
satisfactory to the Company, the Company may conclusively presume that a Holder
of a Security is entitled to a refund or credit of all amounts required to be
withheld.  The Company shall not be
required to pay any Tax Additional Amounts to any Holder of a Security who is a
fiduciary or partnership or other than the sole beneficial owner of the
Security to the extent that a beneficiary or settlor with respect to such
fiduciary, or a member of such partnership or a beneficial owner thereof, would
not have been entitled to the payment of such Tax Additional Amounts had such
beneficiary, settlor, member or beneficial owner been the Holder of the
Security.


 


Transfer


 


As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the register of the
Securities, upon surrender of this Security for registration or transfer at the
office or agency in a Place of Payment for Securities of this series, duly
endorsed by, or accompanied by a written instrument of transfer in form
reasonably satisfactory to the Registrar duly executed by the Holder thereof or
his attorney duly authorized in writing, and thereupon one or more new
Securities of this series, of like tenor and of other authorized denominations
and for the same aggregate principal amount, executed by the Company and
authenticated and delivered by the Trustee, will be issued to the designated
transferee or transferees.


 


The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations set forth therein
and on the face of this Security, Securities of this series are exchangeable
for a like aggregate principal amount of Securities of this series of a
different authorized denomination as requested by the Holder surrendering the
same.


 


No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.


 


Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee or any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for
all purposes, whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.


 


A-9

















 


Amendment, Supplement and Waiver; Limitation on Suits


 


The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of at least a majority in principal amount of the
then outstanding Securities of all series affected (acting as one class). The
Indenture also contains provisions permitting the Holders of at least a
majority in principal amount of the then outstanding Securities of any series
or of all series (acting as one class), to waive compliance by the Company with
certain existing or past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and
of any Security issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.


 


Subject to the right of the Holder of any Securities of this series to
institute proceedings to enforce the Holder’s right to receive payment of the
principal thereof and interest thereon (or repurchase price thereof) and any
Tax Additional Amounts with respect thereto and to receive shares on
conversion, no Holder of the Securities of this series shall have any right to
institute any proceeding, judicial or otherwise, with respect to the Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
thereunder, unless


 


(1)           such Holder has
previously given written notice to the Trustee of a continuing Event of
Default;


 


(2)           the Holders of not
less than 25% in principal amount of the then Outstanding Securities of this
series shall have made written request to the Trustee to pursue the remedy;


 


(3)           such Holder or
Holders offer to the Trustee indemnity satisfactory to the Trustee against any
loss, liability or expense to be incurred in compliance with such request;


 


(4)           the Trustee for 60
days after its receipt of such request and offer of indemnity has failed to
institute any such proceeding; and


 


(5)           no direction
inconsistent with such written request has been given to the Trustee during
such 60-day period by the Holders of a majority in principal amount of the then
outstanding Securities of this series;


 


it being understood and intended that no one or more
of such Holders shall have the right in any manner whatever by virtue of, or by
availing of, any provision of the Indenture to affect, disturb or prejudice the
rights of any other of such Holders, or to obtain or to seek


 


A-10

















 


to obtain priority or preference over any other of
such Holders or to enforce any right under the Indenture, except in the manner
herein provided and for the equal and ratable benefit of all of such Holders.


 


Successor Corporation


 


When a successor Person assumes all the obligations of its predecessor
under the Securities and the Indenture in accordance with the terms and
conditions of the Indenture, the predecessor Person will (except in certain
circumstances specified in the Indenture) be released from those obligations.


 


Defaults and Remedies


 


If an Event of Default with respect to Securities of this series shall
occur and be continuing, all unpaid Principal Amount plus accrued and unpaid
interest through the acceleration date of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.


 


No Recourse Against Others


 


No recourse shall be had for the payment of the principal of or the
interest, if any, on this Security, for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, shareholder, officer or
director, as such, past, present or future, of the Company or of any successor
corporation, whether by virtue of any constitution, statute or rule of law
or by the enforcement of any assessment of penalty or otherwise, all such
liability being, by acceptance hereof and as part of the consideration for the
issue hereof, expressly waived and released.


 


Indenture to Control; Governing Law


 


In the case of any conflict between the provisions of this Security and
the Indenture, the provisions of the Indenture shall control.


 


THE INDENTURE AND THE SECURITIES SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT
WITHOUT GIVING EFFECT TO THE APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE
EXTENT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.


 


Definitions


 


All terms defined in the Indenture and used in this Security but not
specifically defined herein are used herein as so defined.


 


A-11

















 


ANNEX B


 


[FORM OF
GLOBAL SECURITY]


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.


 


6.00%
SENIOR NOTE DUE MARCH 15, 2018


 


TRANSOCEAN
INC.


 


	
  Issue
  Date: December 11, 2007

  	
  Maturity: March 15, 2018

  
	
  Principal
  Amount: $

  	
  CUSIP: 893830 AS8

  
	
   

  	
  ISIN: US893830AS85

  
	
  Registered:
  No. R-

  	
   

  



 


Transocean Inc., a Cayman Islands exempted company limited by shares
(herein called the “Company”, which term includes any successor corporation
under the indenture hereinafter referred to), for value received, hereby
promises to pay to Cede & Co., or registered assigns, the principal
sum of [] Dollars ($) on March 15, 2018 and to pay interest thereon and
Tax Additional Amounts, if any, in immediately available funds as specified on
the reverse of this Security.


 


Payment of the principal of and interest on and Tax Additional Amounts,
if any, with respect to this Security will be made at the office or agency of
the Company maintained for that purpose in The City of New York, New York or
Fort Worth, Texas in such coin or currency of the United States of America as
at the time of payment is legal tender for payment of public and private debts;
provided, however,
that at the option of the Company, payment of interest and Tax Additional
Amounts, if any, may be made by check mailed to the address of the Person
entitled thereto as such address shall appear


 


B-1

















 


in the register of Securities or by wire transfer of
immediately available funds to the accounts designated by the Holder of this
Security.


 


Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


 


Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.


 


IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.


 


	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TRANSOCEAN INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Assistant

  	
  Secretary

  
				



 


B-2

















 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.


 


	
   

  	
  WELLS FARGO BANK,

  NATIONAL ASSOCIATION, as

  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Authorized Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date of Authentication:

  	
   

  	
   

  	
   

  
				



 


B-3

















 


[Reverse
of Security]


 


TRANSOCEAN
INC.


 


6.00%
SENIOR NOTES DUE MARCH 15, 2018


This Security is one of a duly authorized issue of senior securities of
the Company issued and to be issued in one or more series under an Indenture,
dated as of December 11, 2007, as amended by the First Supplemental
Indenture thereto dated as of December 11, 2007, and the Second
Supplemental Indenture thereto dated as of December 11, 2007 (as so
amended, herein called the “Indenture”), between the Company and Wells Fargo
Bank, National Association, as trustee (herein called the “Trustee”, which term
includes any successor trustee under the Indenture), or their respective predecessors,
as applicable, to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof, which is initially in the aggregate principal
amount of $1,000,000,000.  As used herein,
the term “Securities” means securities of the series designated on the face
hereof except that, where the context requires that such term be construed as
including another series of securities (e.g., where
phrases such as “Securities of each series” or Securities of any series” or
similar phrases are used), the term “Securities” means securities of any series
issued or to be issued under the Indenture.


 


The Company may, without the consent of the existing holders of the
Securities, issue additional Securities having the same ranking and the same
interest rate, maturity and other terms as the Securities.  Any additional Securities having such similar
terms, together with the Securities, will constitute a single series of
Securities under the Indenture.


 


Interest


 


The rate at which this Security shall bear interest shall be 6.00% per
annum.  The date from which interest
shall accrue for this Security shall be December 11, 2007.  The Interest Payment Dates on which interest
on this Security shall be payable are March 15 and September 15 of
each year, commencing on March 15, 2008. 
The Regular Record Date for the interest payable on this Security on any
Interest Payment Date shall be the March 1 or September 1, as the
case may be, immediately preceding such Interest Payment Date.  Interest will cease to accrue on this
Security upon its maturity, conversion, purchase by the Company at the option
of a holder or redemption.


 


Method of Payment


 


Payments in respect of principal of and interest, if any, on the
Securities shall be made by the Company in immediately available funds.


 


B-4

















 


Optional Redemption


 


The Securities are redeemable, at the option of the Company, at any
time prior to maturity in whole or from time to time in part, on a date fixed
by the Company for such redemption (the “Redemption Date”) and at a price (the
“Redemption Price”) equal to 100% of the principal amount thereof plus accrued
and unpaid interest up to but not including the Redemption Date plus a
Make-Whole Premium, if any is required to be paid. However, if the Redemption
Date is after a Regular Record Date and on or prior to the corresponding
Interest Payment Date, the interest will be paid on the Redemption Date to the
person in whose name the Securities are registered at the close of business on
the Regular Record Date and not included in the Redemption Price. The
Redemption Price will never be less than 100% of the principal amount of the
Securities plus accrued and unpaid interest up to but not including the
Redemption Date.


 


The amount of the Make-Whole Premium is equal to the excess, if any,
of: (i) the sum of the present values, calculated as of the Redemption
Date, of :(A) the remaining scheduled payments of interest on the
Securities to be redeemed that would be due after the Redemption Date but for
such redemption (except that, if such Redemption Date is not an Interest
Payment Date, the amount of the next succeeding scheduled interest payment will
be reduced by the amount of interest accrued thereon to the Redemption Date);
and (B) the principal amount that, but for the redemption, would have been
payable at the Stated Maturity; over (ii) the aggregate principal amount
of the Securities being redeemed.


 


The
present values of interest and principal payments referred to in clause (i) above
will be determined in accordance with generally accepted principles of
financial analysis. Those present values will be calculated by discounting the
amount of each payment of interest or principal from the date that each payment
would have been payable, but for the redemption, to the Redemption Date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months)
at a discount rate equal to the Treasury Rate (as defined below) plus 35 basis
points.


 


‘‘Treasury Rate’’ means, with respect to any Redemption Date, the rate
per annum equal to the semiannual equivalent yield to maturity (computed as of
the second Business Day immediately preceding such Redemption Date) of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date.


 


‘‘Comparable Treasury Issue’’ means the United States Treasury security
selected by an Independent Investment Banker that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Securities.


 


‘‘Independent Investment Banker’’ means one of the Reference Treasury
Dealers appointed by the Company.


 


B-5

















 


‘‘Comparable Treasury Price’’ means, with respect to any Redemption
Date, (1) the average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
on the third Business Day preceding such Redemption Date, as set forth in the
daily statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated ‘‘H.15(519) Selected Interest Rates’’
or (2) if such release (or any successor release) is not published or does
not contain such prices on such Business Day, (a) the average of the
Reference Treasury Dealer Quotations for such Redemption Date, after excluding
the highest and lowest of such Reference Treasury Dealer Quotations, or (b) if
the Trustee obtains fewer than four such Reference Treasury Dealer Quotations,
the average of all Reference Treasury Dealer Quotations obtained.


 


‘‘Reference Treasury Dealer’’ means Goldman, Sachs & Co. and
Lehman Brothers Inc. and their successors and two other nationally recognized
investment banking firms that are Primary Treasury Dealers specified from time
to time by us, except that if any of the foregoing ceases to be a primary U.S.
Government securities dealer in New York City (a ‘‘Primary Treasury Dealer’’),
the Company is required to designate as a substitute another nationally
recognized investment banking firm that is a Primary Treasury Dealer.


 


‘‘Reference Treasury Dealer Quotations’’ means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined
by the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer as of 3:30 p.m.,
New York City time, on the third Business Day preceding such Redemption Date.


 


On and after any Redemption Date, interest will cease to accrue on the
Securities called for redemption.  If
less than all of the Securities are to be redeemed, the Trustee will select the
Securities to be redeemed by lot, pro rata or by any other method the Trustee
deems fair and appropriate.


 


Notice of redemption will be mailed by first class mail at least 30
days but not more than 60 days before the Redemption Date to each Holder of
Securities to be redeemed at its registered address. Securities in
denominations larger than $1,000 Principal Amount may be redeemed in part, but
only in whole multiples of $1,000. On and after the Redemption Date, subject to
the deposit with the Paying Agent of funds sufficient to pay the Redemption
Price, interest ceases to accrue on Securities or portions thereof called for
redemption.


 


The Securities are not entitled to the benefit of any sinking fund or
other mandatory redemption provisions.


 


B-6

















 


Tax Additional Amounts


 


The Company shall pay any amounts due with respect to the payments on
the Security without deduction or withholding for any and all present and
future withholding taxes, levies, imposts and charges (each, a “Withholding
Tax”) imposed by or for the account of the Cayman Islands or any other
jurisdiction in which the Company is resident for tax purposes or any political
subdivision or taxing authority of such jurisdiction (the “Taxing
Jurisdiction”), unless such withholding or deduction is required by law.  If such deduction or withholding is at any
time required, the Company will (subject to compliance by such Holder with any
relevant administrative requirements) pay each Holder such additional amounts
(“Tax Additional Amounts”) as will result in such Holders receipt of such amounts
as it would have received had no such withholding or deduction been required.


 


If the Taxing Jurisdiction requires the Company to deduct or withhold
any Withholding Tax, the Company will (subject to compliance by a Holder with
any relevant administrative requirements) pay such Tax Additional Amounts in
respect of principal amount, Redemption Price and interest (if any) in
accordance with the terms of the Security and the Indenture; provided, however, that
the foregoing shall not apply to:


 


(a)           any Withholding Tax
which would not be payable or due but for the fact that (1) the Holder of
a Security (or a fiduciary, settlor, beneficiary of, member or shareholder of,
such Holder, if such Holder is an estate, trust, partnership or corporation) is
a domiciliary, national or resident of, or engaging in business or maintaining
a permanent establishment or being physically present in, the Taxing
Jurisdiction or otherwise having some present or former connection with the
Taxing Jurisdiction other than the holding or ownership of the Security or the
collection of principal amount, Redemption Price and Interest (if any), in
accordance with the terms of the Security and the Indenture or the enforcement
of the Security or (2) where presentation is required, the Security was
presented more than 30 days after the date such payment became due or was
provided for, whichever is later;


 


(b)           any Withholding Tax
attributable to any estate, inheritance, gift, sales, transfer, excise,
personal property or similar tax, levy, impost or charge;


 


(c)           any Withholding Tax
attributable to any tax, levy, impost or charge which is payable otherwise than
by withholding from payment of principal amount, Redemption Price and interest
(if any);


 


(d)           any Withholding Tax
which would not have been imposed but for the failure to comply with
certification, information, documentation or other reporting requirements
concerning the nationality, residence, identity or connections with the
relevant tax authority of the Holder or beneficial owner of the Security, if
this compliance is required by statute or by regulation as a precondition to
relief or exemption from such Withholding Tax;


 


B-7

















 


(e)           to the extent a
Holder is entitled to a refund or credit in such Taxing Jurisdiction of amounts
required to be withheld by such Taxing Jurisdiction; or


 


(f)            any combination of
the instances described in (a) through (e).


 


With respect to clause (e), above, in the absence of evidence
satisfactory to the Company, the Company may conclusively presume that a Holder
of a Security is entitled to a refund or credit of all amounts required to be
withheld.  The Company shall not be
required to pay any Tax Additional Amounts to any Holder of a Security who is a
fiduciary or partnership or other than the sole beneficial owner of the
Security to the extent that a beneficiary or settlor with respect to such
fiduciary, or a member of such partnership or a beneficial owner thereof, would
not have been entitled to the payment of such Tax Additional Amounts had such
beneficiary, settlor, member or beneficial owner been the Holder of the
Security.


 


Transfer


 


As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the register of the
Securities, upon surrender of this Security for registration or transfer at the
office or agency in a Place of Payment for Securities of this series, duly
endorsed by, or accompanied by a written instrument of transfer in form
reasonably satisfactory to the Registrar duly executed by the Holder thereof or
his attorney duly authorized in writing, and thereupon one or more new
Securities of this series, of like tenor and of other authorized denominations
and for the same aggregate principal amount, executed by the Company and
authenticated and delivered by the Trustee, will be issued to the designated
transferee or transferees.


 


The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations set forth
therein and on the face of this Security, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series
of a different authorized denomination as requested by the Holder surrendering
the same.


 


No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.


 


Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee or any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for
all purposes, whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.


 


B-8

















 


Amendment, Supplement and Waiver; Limitation on Suits


 


The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of at least a majority in principal amount of the
then outstanding Securities of all series affected (acting as one class). The
Indenture also contains provisions permitting the Holders of at least a
majority in principal amount of the then outstanding Securities of any series
or of all series (acting as one class), to waive compliance by the Company with
certain existing or past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and
of any Security issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.


 


Subject to the right of the Holder of any Securities of this series to
institute proceedings to enforce the Holder’s right to receive payment of the
principal thereof and interest thereon (or repurchase price thereof) and any
Tax Additional Amounts with respect thereto and to receive shares on
conversion, no Holder of the Securities of this series shall have any right to
institute any proceeding, judicial or otherwise, with respect to the Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
thereunder, unless


 


(1)           such Holder has
previously given written notice to the Trustee of a continuing Event of
Default;


 


(2)           the Holders of not
less than 25% in principal amount of the then Outstanding Securities of this
series shall have made written request to the Trustee to pursue the remedy;


 


(3)           such Holder or
Holders offer to the Trustee indemnity satisfactory to the Trustee against any
loss, liability or expense to be incurred in compliance with such request;


 


(4)           the Trustee for 60
days after its receipt of such request and offer of indemnity has failed to
institute any such proceeding; and


 


(5)           no direction
inconsistent with such written request has been given to the Trustee during
such 60-day period by the Holders of a majority in principal amount of the then
outstanding Securities of this series;


 


it being understood and intended that no one or more
of such Holders shall have the right in any manner whatever by virtue of, or by
availing of, any provision of the Indenture to affect, disturb or prejudice the
rights of any other of such Holders, or to obtain or to seek to obtain priority
or preference over any other of such Holders or to enforce any right 


 


B-9

















 


under the Indenture, except in the manner herein
provided and for the equal and ratable benefit of all of such Holders.


 


Successor Corporation


 


When a successor Person assumes all the obligations of its predecessor
under the Securities and the Indenture in accordance with the terms and
conditions of the Indenture, the predecessor Person will (except in certain
circumstances specified in the Indenture) be released from those obligations.


 


Defaults and Remedies


 


If an Event of Default with respect to Securities of this series shall
occur and be continuing, all unpaid Principal Amount plus accrued and unpaid
interest through the acceleration date of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.


 


No Recourse Against Others


 


No recourse shall be had for the payment of the principal of or the
interest, if any, on this Security, for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, shareholder, officer or
director, as such, past, present or future, of the Company or of any successor
corporation, whether by virtue of any constitution, statute or rule of law
or by the enforcement of any assessment of penalty or otherwise, all such
liability being, by acceptance hereof and as part of the consideration for the
issue hereof, expressly waived and released.


 


Indenture to Control; Governing Law


 


In the case of any conflict between the provisions of this Security and
the Indenture, the provisions of the Indenture shall control.


 


THE INDENTURE AND THE SECURITIES SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT
WITHOUT GIVING EFFECT TO THE APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE
EXTENT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.


 


Definitions


 


All terms defined in the Indenture and used in this Security but not
specifically defined herein are used herein as so defined.


 


B-10
















 


ANNEX C


 


[FORM OF
GLOBAL SECURITY]


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.


 


6.80%
SENIOR NOTE DUE MARCH 15, 2038


 


TRANSOCEAN
INC.


 


	
  Issue Date: December 11, 2007

  	
  Maturity: March 15, 2038

  
	
  Principal Amount: $ 

  	
  CUSIP: 893830 AT6

  
	
   

  	
  ISIN: US893830AT68

  
	
  Registered: No. R-

  	
   

  



 


Transocean Inc., a Cayman Islands exempted company limited by shares
(herein called the “Company”, which term includes any successor corporation
under the indenture hereinafter referred to), for value received, hereby
promises to pay to Cede & Co., or registered assigns, the principal
sum of [] Dollars ($) on March 15, 2038 and to pay interest thereon and
Tax Additional Amounts, if any, in immediately available funds as specified on
the reverse of this Security.


 


Payment of the principal of and interest on and Tax Additional Amounts,
if any, with respect to this Security will be made at the office or agency of
the Company maintained for that purpose in The City of New York, New  York or Fort Worth, Texas in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided,
however, that at the option of the
Company, payment of interest and Tax Additional Amounts, if any, may be made by
check mailed to the address of the Person entitled thereto as such address
shall appear


 


C-1

















 


in the register of Securities or by wire transfer of immediately
available funds to the accounts designated by the Holder of this Security.


 


Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


 


Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.


 


IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.


 


Dated:


 


 


	
   

  	
   

  	
  TRANSOCEAN INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


Attest:


 


 


	
   

  	
   

  	
   

  
	
   

  	
  Assistant Secretary

  	
   

  



 


C-2

















 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


 


This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.


 


	
   

  	
  WELLS FARGO BANK,

  
	
   

  	
  NATIONAL ASSOCIATION, as

  
	
   

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Authorized Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date of Authentication:

  	
   

  	
   

  	
   

  
				



 


C-3

















 


[Reverse
of Security]


 


TRANSOCEAN
INC.


 


6.80%
SENIOR NOTES DUE MARCH 15, 2038


 


This Security is one of a duly authorized issue of senior securities of
the Company issued and to be issued in one or more series under an Indenture,
dated as of December 11, 2007, as amended by the First Supplemental
Indenture thereto dated as of December 11, 2007, and the Second
Supplemental Indenture thereto dated as of December 11, 2007 (as so
amended, herein called the “Indenture”), between the Company and Wells Fargo
Bank, National Association, as trustee (herein called the “Trustee”, which term
includes any successor trustee under the Indenture), or their respective
predecessors, as applicable, to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is
one of the series designated on the face hereof, which is initially in the
aggregate principal amount of $1,000,000,000. 
As used herein, the term “Securities” means securities of the series
designated on the face hereof except that, where the context requires that such
term be construed as including another series of securities (e.g., where phrases such as “Securities of each series” or
Securities of any series” or similar phrases are used), the term “Securities”
means securities of any series issued or to be issued under the Indenture.


 


The Company may, without the consent of the existing holders of the
Securities, issue additional Securities having the same ranking and the same
interest rate, maturity and other terms as the Securities.  Any additional Securities having such similar
terms, together with the Securities, will constitute a single series of
Securities under the Indenture.


 


Interest


 


The rate at which this Security shall bear interest shall be 6.80% per
annum.  The date from which interest
shall accrue for this Security shall be December 11, 2007.  The Interest Payment Dates on which interest
on this Security shall be payable are March 15 and September 15 of
each year, commencing on March 15, 2008. 
The Regular Record Date for the interest payable on this Security on any
Interest Payment Date shall be the March 1 or September 1, as the
case may be, immediately preceding such Interest Payment Date.  Interest will cease to accrue on this
Security upon its maturity, conversion, purchase by the Company at the option
of a holder or redemption.


 


Method of Payment


 


Payments in respect of principal of and interest, if any, on the
Securities shall be made by the Company in immediately available funds.


 


C-4

















 


Optional Redemption


 


The Securities are redeemable, at the option of the Company, at any
time prior to maturity in whole or from time to time in part, on a date fixed
by the Company for such redemption (the “Redemption Date”) and at a price (the “Redemption
Price”) equal to 100% of the principal amount thereof plus accrued and unpaid
interest up to but not including the Redemption Date plus a Make-Whole Premium,
if any is required to be paid. However, if the Redemption Date is after a
Regular Record Date and on or prior to the corresponding Interest Payment Date,
the interest will be paid on the Redemption Date to the person in whose name
the Securities are registered at the close of business on the Regular Record
Date and not included in the Redemption Price. The Redemption Price will never
be less than 100% of the principal amount of the Securities plus accrued and
unpaid interest up to but not including the Redemption Date.


 


The amount of the Make-Whole Premium is equal to the excess, if any,
of: (i) the sum of the present values, calculated as of the Redemption
Date, of :(A) the remaining scheduled payments of interest on the
Securities to be redeemed that would be due after the Redemption Date but for
such redemption (except that, if such Redemption Date is not an Interest
Payment Date, the amount of the next succeeding scheduled interest payment will
be reduced by the amount of interest accrued thereon to the Redemption Date);
and (B) the principal amount that, but for the redemption, would have been
payable at the Stated Maturity; over (ii) the aggregate principal amount
of the Securities being redeemed.


 


The present values of interest and principal payments referred to in
clause (i) above will be determined in accordance with generally accepted
principles of financial analysis. Those present values will be calculated by
discounting the amount of each payment of interest or principal from the date
that each payment would have been payable, but for the redemption, to the
Redemption Date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at a discount rate equal to the Treasury Rate (as defined
below) plus 40 basis points.


 


‘‘Treasury Rate’’ means, with respect to any Redemption Date, the rate
per annum equal to the semiannual equivalent yield to maturity (computed as of
the second Business Day immediately preceding such Redemption Date) of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date.


 


‘‘Comparable Treasury Issue’’ means the United States Treasury security
selected by an Independent Investment Banker that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Securities.


 


‘‘Independent Investment Banker’’ means one of the Reference Treasury
Dealers appointed by the Company.


 


C-5

















 


‘‘Comparable Treasury Price’’ means, with respect to any Redemption
Date, (1) the average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
on the third Business Day preceding such Redemption Date, as set forth in the
daily statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated ‘‘H.15(519) Selected Interest Rates’’
or (2) if such release (or any successor release) is not published or does
not contain such prices on such Business Day, (a) the average of the
Reference Treasury Dealer Quotations for such Redemption Date, after excluding
the highest and lowest of such Reference Treasury Dealer Quotations, or (b) if
the Trustee obtains fewer than four such Reference Treasury Dealer Quotations,
the average of all Reference Treasury Dealer Quotations obtained.


 


‘‘Reference Treasury Dealer’’ means Goldman, Sachs & Co. and
Lehman Brothers Inc. and their successors and two other nationally recognized
investment banking firms that are Primary Treasury Dealers specified from time
to time by us, except that if any of the foregoing ceases to be a primary U.S.
Government securities dealer in New York City (a ‘‘Primary Treasury Dealer’’),
the Company is required to designate as a substitute another nationally
recognized investment banking firm that is a Primary Treasury Dealer.


 


‘‘Reference Treasury Dealer Quotations’’ means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined
by the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer as of 3:30 p.m.,
New York City time, on the third Business Day preceding such Redemption Date.


 


On and after any Redemption Date, interest will cease to accrue on the
Securities called for redemption.  If
less than all of the Securities are to be redeemed, the Trustee will select the
Securities to be redeemed by lot, pro rata or by any other method the Trustee
deems fair and appropriate.


 


Notice of redemption will be mailed by first class mail at least 30
days but not more than 60 days before the Redemption Date to each Holder of
Securities to be redeemed at its registered address. Securities in
denominations larger than $1,000 Principal Amount may be redeemed in part, but
only in whole multiples of $1,000. On and after the Redemption Date, subject to
the deposit with the Paying Agent of funds sufficient to pay the Redemption
Price, interest ceases to accrue on Securities or portions thereof called for
redemption.


 


The Securities are not entitled to the benefit of any sinking fund or
other mandatory redemption provisions.


 


C-6

















 


Tax Additional Amounts


 


The Company shall pay any amounts due with respect to the payments on
the Security without deduction or withholding for any and all present and
future withholding taxes, levies, imposts and charges (each, a “Withholding Tax”)
imposed by or for the account of the Cayman Islands or any other jurisdiction
in which the Company is resident for tax purposes or any political subdivision
or taxing authority of such jurisdiction (the “Taxing Jurisdiction”), unless
such withholding or deduction  is
required by law.  If such deduction or
withholding is at any time required, the Company will (subject to compliance by
such Holder with any relevant administrative requirements) pay each Holder such
additional amounts (“Tax Additional Amounts”) as will result in such Holders
receipt of such amounts as it would have received had no such withholding or
deduction been required.


 


If the Taxing Jurisdiction requires the Company to deduct or withhold
any Withholding Tax, the Company will (subject to compliance by a Holder with
any relevant administrative requirements) pay such Tax Additional Amounts in
respect of principal amount, Redemption Price and interest (if any) in
accordance with the terms of the Security and the Indenture; provided, however, that
the foregoing shall not apply to:


 


(a)           any Withholding Tax
which would not be payable or due but for the fact that (1) the Holder of
a Security (or a fiduciary, settlor, beneficiary of, member or shareholder of,
such Holder, if such Holder is an estate, trust, partnership or corporation) is
a domiciliary, national or resident of, or engaging in business or maintaining
a permanent establishment or being physically present in, the Taxing
Jurisdiction or otherwise having some present or former connection with the
Taxing Jurisdiction other than the holding or ownership of the Security or the
collection of principal amount, Redemption Price and Interest (if any), in
accordance with the terms of the Security and the Indenture or the enforcement
of the Security or (2) where presentation is required, the Security was
presented more than 30 days after the date such payment became due or was
provided for, whichever is later;


 


(b)           any Withholding Tax
attributable to any estate, inheritance, gift, sales, transfer, excise,
personal property or similar tax, levy, impost or charge;


 


(c)           any Withholding Tax
attributable to any tax, levy, impost or charge which is payable otherwise than
by withholding from payment of principal amount, Redemption Price and interest
(if any);


 


(d)           any Withholding Tax
which would not have been imposed but for the failure to comply with
certification, information, documentation or other reporting requirements
concerning the nationality, residence, identity or connections with the
relevant tax authority of the Holder or beneficial owner of the Security, if
this compliance is required by statute or by regulation as a precondition to
relief or exemption from such Withholding Tax;


 


C-7

















 


(e)           to the extent a
Holder is entitled to a refund or credit in such Taxing Jurisdiction of amounts
required to be withheld by such Taxing Jurisdiction; or


 


(f)            any combination of
the instances described in (a) through (e).


 


With respect to clause (e), above, in the absence of evidence
satisfactory to the Company, the Company may conclusively presume that a Holder
of a Security is entitled to a refund or credit of all amounts required to be
withheld.  The Company shall not be
required to pay any Tax Additional Amounts to any Holder of a Security who is a
fiduciary or partnership or other than the sole beneficial owner of the
Security to the extent that a beneficiary or settlor with respect to such
fiduciary, or a member of such partnership or a beneficial owner thereof, would
not have been entitled to the payment of such Tax Additional Amounts had such
beneficiary, settlor, member or beneficial owner been the Holder of the
Security.


 


Transfer


 


As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the register of the
Securities, upon surrender of this Security for registration or transfer at the
office or agency in a Place of Payment for Securities of this series, duly
endorsed by, or accompanied by a written instrument of transfer in form
reasonably satisfactory to the Registrar duly executed by the Holder thereof or
his attorney duly authorized in writing, and thereupon one or more new
Securities of this series, of like tenor and of other authorized denominations
and for the same aggregate principal amount, executed by the Company and
authenticated and delivered by the Trustee, will be issued to the designated
transferee or transferees.


 


The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations set forth
therein and on the face of this Security, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series
of a different authorized denomination as requested by the Holder surrendering
the same.


 


No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.


 


Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee or any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for
all purposes, whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.


 


C-8

















 


Amendment, Supplement and Waiver; Limitation on Suits


 


The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of at least a majority in principal amount of the
then outstanding Securities of all series affected (acting as one class). The
Indenture also contains provisions permitting the Holders of at least a
majority in principal amount of the then outstanding Securities of any series
or of all series (acting as one class), to waive compliance by the Company with
certain existing or past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and
of any Security issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.


 


Subject to the right of the Holder of any Securities of this series to
institute proceedings to enforce the Holder’s right to receive payment of the
principal thereof and interest thereon (or repurchase price thereof) and any
Tax Additional Amounts with respect thereto and to receive shares on
conversion, no Holder of the Securities of this series shall have any right to
institute any proceeding, judicial or otherwise, with respect to the Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
thereunder, unless


 


(1)           such Holder has
previously given written notice to the Trustee of a continuing Event of
Default;


 


(2)           the Holders of not
less than 25% in principal amount of the then Outstanding Securities of this
series shall have made written request to the Trustee to pursue the remedy;


 


(3)           such Holder or
Holders offer to the Trustee indemnity satisfactory to the Trustee against any
loss, liability or expense to be incurred in compliance with such request;


 


(4)           the Trustee for 60
days after its receipt of such request and offer of indemnity has failed to
institute any such proceeding; and


 


(5)           no direction
inconsistent with such written request has been given to the Trustee during
such 60-day period by the Holders of a majority in principal amount of the then
outstanding Securities of this series;


 


it being understood and intended that no one or more
of such Holders shall have the right in any manner whatever by virtue of, or by
availing of, any provision of the Indenture to affect, disturb or prejudice the
rights of any other of such Holders, or to obtain or to seek to obtain priority
or preference over any other of such Holders or to enforce any right 


 


C-9

















 


under the Indenture, except in the manner herein
provided and for the equal and ratable benefit of all of such Holders.


 


Successor Corporation


 


When a successor Person assumes all the obligations of its predecessor
under the Securities and the Indenture in accordance with the terms and
conditions of the Indenture, the predecessor Person will (except in certain
circumstances specified in the Indenture) be released from those obligations.


 


Defaults and Remedies


 


If an Event of Default with respect to Securities of this series shall
occur and be continuing, all unpaid Principal Amount plus accrued and unpaid
interest through the acceleration date of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.


 


No Recourse Against Others


 


No recourse shall be had for the payment of the principal of or the
interest, if any, on this Security, for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, shareholder, officer or
director, as such, past, present or future, of the Company or of any successor
corporation, whether by virtue of any constitution, statute or rule of law
or by the enforcement of any assessment of penalty or otherwise, all such
liability being, by acceptance hereof and as part of the consideration for the
issue hereof, expressly waived and released.


 


Indenture to Control; Governing Law


 


In the case of any conflict between the provisions of this Security and
the Indenture, the provisions of the Indenture shall control.


 


THE INDENTURE AND THE SECURITIES SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT
WITHOUT GIVING EFFECT TO THE APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE
EXTENT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.


 


Definitions


 


All terms defined in the Indenture and used in this Security but not
specifically defined herein are used herein as so defined.


 


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