Exhibit 4.2


 


AMENDMENT
TO WARRANT AGREEMENT


 


THIS AMENDMENT TO WARRANT AGREEMENT, dated as of
November 27, 2007 (the “Amendment”), by and between Transocean Inc.
(formerly Transocean Sedco Forex Inc.), a company incorporated under the laws
of the Cayman Islands (the “Company”), and The Bank of New York, a bank and
trust company organized and existing under the laws of New York (the “Warrant
Agent”), successor to the American Stock Transfer & Trust Company.


 


WHEREAS, pursuant to the Warrant Agreement dated as of
April 22, 1999 (the “Warrant Agreement”), by and between TODCO (formerly
R&B Falcon Corporation), a Delaware corporation (“R&B Falcon”), and the
American Stock Transfer & Trust Company, a bank and trust company organized
and existing under the laws of New York (the “Predecessor Warrant Agent”),
R&B Falcon appointed the Predecessor Warrant Agent to act as agent for
R&B Falcon in connection with the issuance, exchange, cancellation,
replacement and exercise of warrants (the “Warrants”) to purchase 35 shares of
common stock, par value $.01 per share, of R&B Falcon (“R&B Falcon
Common Stock”) issued pursuant to the Warrant Agreement at an exercise price of
$9.50 per share of R&B Falcon Common Stock; and


 


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


 


WHEREAS, pursuant to a Supplement to Warrant Agreement
dated as of January 31, 2001, the Company assumed the Warrants and the Warrants
became exercisable for 17.5 Company Ordinary Shares at an exercise price of $19
per Company Ordinary Share; and


 


WHEREAS, on July 21, 2007, the Company entered into an
Agreement and Plan of Merger (the “Merger Agreement”), by and among the
Company, GlobalSantaFe Corporation, a company incorporated under the laws of
the Cayman Islands, and Transocean Worldwide Inc., a company incorporated under
the laws of the Cayman Islands and a direct wholly owned subsidiary of the
Company; and


 


WHEREAS, pursuant to the Merger Agreement, at the
Initial Effective Time (as defined in the Merger Agreement) each outstanding
Company Ordinary Share will be reclassified as, and converted into, (i) 0.6996
validly issued, fully paid and nonassessable Company Ordinary Shares, and (ii)
$33.03 in cash (the “Reclassification”); and


 


WHEREAS, pursuant to Sections 17(a) and (c) of the
Warrant Agreement, upon consummation of the Reclassification, each Warrant will
represent the right, subject to the provisions contained in the Warrant
Agreement and in the certificate evidencing such Warrant, to purchase from the
Company 12.243 Company Ordinary Shares on exercise of such Warrant and payment
of an adjusted exercise price to be determined pursuant to such Sections; and


 

















 


WHEREAS, pursuant to Section 26 of the Warrant
Agreement, the Company and the Warrant Agent may from time to time supplement
or amend the Warrant Agreement without the approval of any holders of Warrants
in order to cure any ambiguity or to correct or supplement any provision
contained therein which may be defective or inconsistent with any other
provision therein, or to make any other provisions in regard to matters or
questions arising thereunder which the Company and the Warrant Agent may deem
necessary or desirable and which shall not in any way adversely affect the
interests of the holders of Warrants; and


 


WHEREAS, the Company deems it desirable to amend the
Warrant Agreement to provide that, upon consummation of the Reclassification,
on exercise of the Warrants, each holder of Warrants will have a right to
receive, at such holder’s election, the same consideration that a holder of a
Warrant would have owned immediately after the Reclassification if such holder
had exercised such Warrant immediately prior to the Reclassification in lieu of
the adjustment of such Warrant pursuant to Section 17;


 


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


 


1. Upon consummation of the Reclassification, each
Warrant shall, at the election of the holder of such Warrant, represent the
right, subject to the provisions contained in the Warrant Agreement and in the
certificate evidencing such Warrant, to purchase from the Company (and the
Company shall issue and sell to such holder of the Warrant) 12.243 Company
Ordinary Shares (the “Warrant Shares”) and to receive (and the Company shall
deliver to such holder of the Warrant) $578.025 on exercise of such Warrant and
payment of the exercise price of $19.00 per Company Ordinary Share for which
such Warrant was exercisable prior to consummation of the Reclassification (the
“Exercise Price”) in lieu of the adjustment of the Exercise Price or the number
of Warrant Shares issuable upon the exercise of such Warrant pursuant to
Section 17 of the Warrant Agreement in connection with the Reclassification.


 


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


 


3. To the extent that any provision hereof conflicts
with any provision of the Warrant Agreement, the provision hereof shall
control.


 


4. Notwithstanding the date of execution hereof, this
Amendment shall be deemed effective as of the Initial Effective Time (as
defined in the Merger Agreement) and if such Initial Effective Time does not
occur, this Amendment shall be void and of no force or effect.


 


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


 


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


 


2

















 


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


 


 


	
   

  	
  TRANSOCEAN INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric B.
  Brown

  
	
   

  	
  Name: Eric B.
  Brown

  
	
   

  	
  Title: Senior
  Vice President and

  
	
   

  	
  General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW
  YORK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Myers

  
	
   

  	
  Name: Steven
  Myers

  
	
   

  	
  Title: Vice
  President