Common use of TRANSOCEAN INC Clause in Contracts

TRANSOCEAN INC. As Borrower By: /s/ Xxxxxxx X. Xxxxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxxxx Title: Vice President and Treasurer As Administrative Agent, an Issuing Bank, and a Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Managing Director As Co-Syndication Agent, an Issuing Bank, and a Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President As a Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Senior Vice President By: /s/ Stian Lovseth Name: Stian Lovseth Title: First Vice President As Co-Syndication Agent and Issuing Bank By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Senior Vice President By: /s/ Stian Lovseth Name: Stian Lovseth Title: First Vice President As a Lender and an Issuing Bank By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Managing Director As a Lender and an Issuing Bank By: /s/ Page Dillehunt Name: Page Dillehunt Title: Managing Director By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director As a Lender and an Issuing Bank By: /s/ T. Xxxx Xxxxx Name: T. Xxxx Xxxxx Title: Managing Director As a Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President As a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President As a Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director By: /s/ Xxxxxx Xxxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxxx Title: Assistant Vice President As a Lender By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory As a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Authorized Signatory As a Lender By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Authorized Signatory As a Lender By: /s/ Xxxxxx Xxxxxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxxxxx Title: Director By: /s/ Xxxxxx Xxxxxx-Bouvet Name: Xxxxxx Xxxxxx-Bouvet Title: Vice President As a Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Associate Director As a Lender By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Country Head As a Lender By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President

TRANSOCEAN INC. As Borrower By: /s/ C. Xxxxxxx X. Xxxxxxxxxxxx XxXxxxx Name: C. Xxxxxxx X. Xxxxxxxxxxxx XxXxxxx Title: Vice Director and President and Treasurer As Administrative Agent, an Issuing Bank, and a Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Managing Director As Co-Syndication Agent, an Issuing Bank, and a Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President As Collateral Agent By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Senior Trust Officer as an Issuing Bank and a Lender By: /s/ Xxxxxxx Xxxxxxxxx X. Xxxxxxx Name: Xxxxxxx Xxxxxxxxx X. Xxxxxxx Title: Senior Director as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Authorized Signatory as a Lender By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: First Vice President By: /s/ Stian Lovseth Xxxxxxxx Xxxxxxx Name: Stian Lovseth Xxxxxxxx Xxxxxxx Title: First Vice President As Co-Syndication Agent and Issuing Bank By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Senior Vice President By: /s/ Stian Lovseth Name: Stian Lovseth Title: First Vice President As a Lender and as an Issuing Bank By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Assistant Vice President By: /s/ Xxxxxx Xxxx Xxxxx Name: Xxxxxx Xxxx Xxxxx Title: Managing Director As Assistant Vice President as a Lender and By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Vice President as a Lender By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director as an Issuing Bank and a Lender By: /s/ Page Dillehunt Name: Page Dillehunt Title: Managing Director By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director As as a Lender and an Issuing Bank By: /s/ T. Per Xxxx Xxxxx Xxxxxx-Xxxxxxxxxxx Name: T. Per Xxxx Xxxxx Xxxxxx-Xxxxxxxxxxx Title: Managing Director As By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: as a Lender By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President As Director Oil & Gas as a Lender By: /s/ Xxxxx Xxxxxx Saskia Hovers Name: Xxxxx Xxxxxx Title: Vice President As a Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director By: /s/ Xxxxxx Xxxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxxx Title: Assistant Vice President As a Lender By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory As a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Authorized Signatory As a Lender By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Authorized Signatory As a Lender By: /s/ Xxxxxx Xxxxxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxxxxx Title: Director By: /s/ Xxxxxx Xxxxxx-Bouvet Name: Xxxxxx Xxxxxx-Bouvet Title: Vice President As a Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Saskia Hovers Title: Managing Director By: /s/ Xxxxx X. Xxxxx Sven de Veij Name: Xxxxx X. Xxxxx Sven de Veij Title: Associate Director As a Lender By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Country Head As a Lender By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice PresidentManaging Director

TRANSOCEAN INC. As Borrower By: /s/ Xxxxxxx X. Xxxxxxxxxxxx C. Txxx Xxxx Name: Xxxxxxx X. Xxxxxxxxxxxx C. Txxx Xxxx Title: Vice President and Treasurer CITIBANK, N.A., As Administrative Agent, an Issuing Bank, Agent and a Lender By: /s/ Xxxxxx Rxxxxx X. Xxxxxxx Name: Xxxxxx Rxxxxx X. Xxxxxxx Title: Managing Director Vice President COMMITMENT AMOUNT: $50,000,000.00 PERCENTAGE: 10.00% BANK OF AMERICA, N.A., As Co-Syndication Agent, an Issuing Bank, Bank and a Lender By: /s/ Xxxxxx Cxxxxx X. Xxx Name: Cxxxxx X. Xxx Title: Senior Vice President COMMITMENT AMOUNT: $50,000,000.00 PERCENTAGE: 10.00% THE ROYAL BANK OF SCOTLAND PLC, As a Co-Documentation Agent and a Lender By: /s/ Pxxx XxXxxxxx Name: Pxxx XxXxxxxx Title: Senior Vice President COMMITMENT AMOUNT: $38,000,000.00 PERCENTAGE: 7.60% SUNTRUST BANK, As a Co-Documentation Agent and a Lender By: /s/ Jxxxxx X. XxXxxxxx Name: Jxxxxx X. XxXxxxxx Title: Vice President COMMITMENT AMOUNT: $38,000,000.00 PERCENTAGE: 7.60% JPMORGAN CHASE BANK, N.A., As a Co-Documentation Agent and a Lender By: /s/ Dxxxxx X. Xxxxxxx Name: Xxxxxx Dxxxxx X. Xxxxxxx Title: Vice President COMMITMENT AMOUNT: $38,000,000.00 PERCENTAGE: 7.60% UBS LOAN FINANCE LLC, As a Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Senior Vice President By: /s/ Stian Lovseth Name: Stian Lovseth Title: First Vice President As Co-Syndication Agent and Issuing Bank By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Senior Vice President By: /s/ Stian Lovseth Name: Stian Lovseth Title: First Vice President As a Lender and an Issuing Bank By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Managing Director As a Lender and an Issuing Bank By: /s/ Page Dillehunt Name: Page Dillehunt Title: Managing Director By: /s/ Xxxxxxx Mxxxx X. Xxxxxx Name: Xxxxxxx Mxxxx X. Xxxxxx Title: Managing Associate Director As a Lender and an Issuing Bank Banking Products Services, US By: /s/ T. Xxxx Xxxxx Bxxxxxx Xxxxx-XxXxxxxxx Name: T. Xxxx Xxxxx Bxxxxxx Xxxxx-XxXxxxxxx Title: Managing Associate Director Banking Products Services, US COMMITMENT AMOUNT: $32,000,000.00 PERCENTAGE: 6.40% WXXXX FARGO BANK, N.A., As a Lender By: /s/ Xxxx Xxxxxxx Wxxxxxx X. Xxxxxx Name: Xxxx Xxxxxxx Wxxxxxx X. Xxxxxx Title: Vice President COMMITMENT AMOUNT: $32,000,000.00 PERCENTAGE: 6.40% THE BANK OF NEW YORK, As a Lender By: /s/ Xxxxx Pxxxx Xxxxxx Name: Xxxxx Pxxxx Xxxxxx Title: Vice President Managing Director Energy Division COMMITMENT AMOUNT: $24,500,000.00 PERCENTAGE: 4.90% DnB NOR BANK ASA, As a Lender By: /s/ Xxxxxx Xxxxxxx Kxxxx X’Xxxx Name: Xxxxxx Xxxxxxx Kxxxx X’Xxxx Title: Director Vice President By: /s/ Xxxxxx Xxxxxxxxxxxx Sxxxxx Xxxxx Name: Xxxxxx Xxxxxxxxxxxx Sxxxxx Xxxxx Title: Assistant Senior Vice President COMMITMENT AMOUNT: $15,000,000.00 PERCENTAGE: 3.00% HSBC BANK USA, N.A. As a Lender By: /s/ Xxxxxxxxxxx Xxx Jxxx Aldeanueva Name: Xxxxxxxxxxx Xxx Jxxx Aldeanueva Title: Authorized Signatory ByVice President COMMITMENT AMOUNT: /s/ Xxxxxx Xxxxxx Name$24,500,000.00 PERCENTAGE: Xxxxxx Xxxxxx Title: Authorized Signatory 4.90% THE BANK OF NOVA SCOTIA, As a Lender By: /s/ Xxxx V. Xxxxxx Name: Xxxx V. Xxxxxx Title: Authorized Signatory Assistant Agent COMMITMENT AMOUNT: $15,000,000.00 PERCENTAGE: 3.00% THE BANK OF TOKYO-MITSUBISHI, LTD., As a Lender By: /s/ Xxxxxxxx Xxxxxx Jxxx XxXxxx Name: Xxxxxxxx Xxxxxx Title: Authorized Signatory As a Lender By: /s/ Xxxxxx Xxxxxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxxxxx Title: Director By: /s/ Xxxxxx Xxxxxx-Bouvet Name: Xxxxxx Xxxxxx-Bouvet Jxxx XxXxxx Title: Vice President As a Lender By& Manager COMMITMENT AMOUNT: /s/ Xxxxxx Xxxxxxx Name$24,500,000.00 PERCENTAGE: Xxxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Associate Director As a Lender By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Country Head As a Lender By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President4.90%

TRANSOCEAN INC. As Borrower By: /s/ C. Xxxxxxx X. Xxxxxxxxxxxx XxXxxxx Name: C. Xxxxxxx X. Xxxxxxxxxxxx XxXxxxx Title: Vice President and Treasurer As Administrative Agent, an Issuing Bank, and a Lender By: /s/ Xxxxxx Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Authorized Officer As Co-Syndication Agent, an Issuing Bank, and a Lender By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director As Co-Documentation Agent, an Issuing Bank, and a Lender By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Managing Director As Co-Syndication Agent, an Issuing Bank, and a Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President As Co-Documentation Agent, an Issuing Bank, and a Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Senior Vice President By: /s/ Stian Lovseth Name: Stian Lovseth Title: First Vice President As Co-Syndication Agent and Issuing Bank By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Senior Vice President By: /s/ Stian Lovseth Name: Stian Lovseth Title: First Vice President As a Lender and an Issuing Bank By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Managing Director As a Lender and an Issuing Bank By: /s/ Page Dillehunt Name: Page Dillehunt Title: Managing Director By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director As a Lender and an Issuing Bank By: /s/ T. Xxxx Xxxxx Name: T. Xxxx Xxxxx Title: Managing Director As a Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President BARCLAYS BANK PLC, As a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President Director BRANCH, As a Lender By: /s/ Xxxxxx Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Associate CREDIT SUISSE AG, ZURICH, As a Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director By: /s/ Xxxxxx Xxxxxxxxxxxx Xxxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxxxxxx Xxxxxxx Xxxxxxxx Title: Assistant Vice President As a Lender By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory Director XXXXXXX SACHS BANK USA, As a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Authorized Signatory XXXXXX XXXXXXX BANK, N.A., As a Lender By: /s/ Xxxxxxxx Xxxxxx Xxxxxxx Xxxx Name: Xxxxxxxx Xxxxxx Xxxxxxx Xxxx Title: Authorized Signatory BANK OF AMERICA, N.A., As a Lender By: /s/ Xxxxxx Xxxxxxxxxxxxxx Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Managing Director DNB NOR BANK ASA, As a Lender By: /s/ Xxxxxxx Grondquist Name: Xxxxxxx Grondquist Title: Senior Vice President By: /s/ Stian Løvseth Name: Stian Løvseth Title: Vice President STANDARD CHARTERED BANK, As a Lender By: /s/ Xxxxxxx Xxxxxx Xxxxxxxxxxxxxx Name: Xxxxxxx Xxxxxx (A2556) Title: Director By: /s/ Xxxxxx Xxxxxx-Bouvet X. Xxxxxxxxxx Name: Xxxxxx Xxxxxx-Bouvet X. Xxxxxxxxxx Title: Vice President As a Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Associate Director As a Lender By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Country Head Credit Document Manager THE BANK OF NEW YORK MELLON, As a Lender By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice PresidentPresident JPMorgan Chase Bank, N.A. $ 204,000,000 10.2 % Crédit Agricole Corporate and Investment Bank $ 204,000,000 10.2 % The Bank of Tokyo-Mitsubishi UFJ, Ltd. $ 204,000,000 10.2 % Citibank, N.A. $ 204,000,000 10.2 % Xxxxx Fargo Bank, National Association $ 204,000,000 10.2 % Barclays Bank PLC $ 165,000,000 8.25 % Xxxxxxx Sachs Bank USA $ 165,000,000 8.25 % Xxxxxx Xxxxxxx Bank, N.A. $ 125,000,000 6.25 % Bank of America, N.A. $ 125,000,000 6.25 % DnB Nor Bank ASA $ 125,000,000 6.25 % Credit Suisse, Cayman Islands Branch $ 115,000,000 5.75 % Credit Suisse AG, Zurich $ 50,000,000 2.50 % Standard Chartered Bank $ 75,000,000 3.75 % The Bank of New York Mellon $ 35,000,000 1.75 % Calyon Bank Transocean Offshore Int’l Ventures Ltd. The Oil and Natural Gas Corporation Ltd, India 8/30/2007 1/30/2012 USD $ 3,831,190 Performance Bond Calyon Bank Deepwater Pacific 1 Inc. Reliance Industries Ltd., India 4/25/2008 6/28/2012 USD $ 10,000,000 Performance Bond Calyon Bank Transocean Offshore Int’l Ventures Ltd. Reliance Industries Ltd., India 4/23/2008 11/27/2012 USD $ 10,000,000 Performance Bond Applicable Margin (Basis Points Per Annum) 87.5 100.0 112.5 125.0 162.5 200.0 Commitment Fee (Basis Points Per Annum) 12.5 15.0 17.5 22.5 27.5 32.5 Litigation—Numerous actions or claims are pending against Transocean entities, along with other unaffiliated defendants, in state and federal courts. Additionally, government agencies have initiated investigations into the Macondo well incident. We have categorized below the nature of the legal actions or claims. We cannot predict the final outcome of these actions, claims or investigations or how or when such matters will ultimately be resolved. We are evaluating all claims and intend to vigorously defend any unreasonable claims and pursue any and all appropriate defenses available. In addition, we believe we are entitled to contractual defense and indemnity for all wrongful death and personal injury claims made by non-employees and third-party subcontractors’ employees as well as all liabilities for pollution or contamination, other than for pollution or contamination originating on or above the surface of the water. Third parties have also, based on contractual arrangements, made indemnity demands upon us with respect to personal injury and wrongful death claims asserted by our employees or representatives of our employees against these third parties. See “—Contractual indemnity.” Wrongful death and personal injury—As of September 30, 2011, we and one or more of our subsidiaries have been named, along with other unaffiliated defendants, in 13 complaints that were pending in state and federal courts in Louisiana and Texas involving multiple plaintiffs that allege wrongful death and other personal injuries arising out of the Macondo well incident. The complaints generally allege negligence and seek awards of unspecified economic damages and punitive damages. See “—Contractual indemnity.” Environmental pollution and economic loss—As of September 30, 2011, we and one or more of our subsidiaries were named, along with other unaffiliated defendants, in 97 individual complaints as well as 191 putative class-action complaints that were pending in the federal and state courts in Louisiana, Texas, Mississippi, Alabama, Georgia, Kentucky, South Carolina, Tennessee, Florida and possibly other courts. The complaints generally allege, among other things, potential economic losses as a result of environmental pollution arising out of the Macondo well incident and are based primarily on the OPA and state OPA analogues. The plaintiffs are generally seeking awards of unspecified economic, compensatory and punitive damages, as well as injunctive relief. See “—Contractual indemnity.” Federal securities claims—Two federal securities law class actions are currently pending in the U.S. District Court, Southern District of New York, naming us and certain of our officers and directors as defendants. One of these actions generally allege violations of Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), Rule 10b-5 promulgated under the Exchange Act and Section 20(a) of the Exchange Act in connection with the Macondo well incident. The plaintiffs are generally seeking awards of unspecified economic damages, including damages resulting from the decline in our stock price after the Macondo well incident. The other action was filed by a former GlobalSantaFe shareholder alleging that the proxy statement related to our shareholder meeting in connection with our merger with GlobalSantaFe violated Section 14(a) of the Exchange Act, Rule 14a-9 promulgated thereunder and Section 20(a) of the Exchange Act. The plaintiff claims that GlobalSantaFe shareholders received inadequate consideration for their shares as a result of the alleged violations and seeks rescission and compensatory damages. Shareholder derivative claims—In June 2010, two shareholder derivative suits were filed by certain of our shareholders naming us as a nominal defendant and certain of our officers and directors as defendants in the District Courts of the State of Texas. The first case generally alleges breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement and waste of corporate assets in connection with the Macondo well incident and the other generally alleges breach of fiduciary duty, unjust enrichment and waste of corporate assets in connection with the Macondo well incident. The plaintiffs are generally seeking, on behalf of Transocean, restitution and disgorgement of all profits, benefits and other compensation from the defendants. The cases have been consolidated. By agreement of the parties, the time for the defendants to respond has been extended by the Court with plaintiffs currently scheduled to file an amended consolidated complaint in December 2011.