Common use of TRANSOCEAN INC Clause in Contracts

TRANSOCEAN INC. As Borrower By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ Title: Vice President and Treasurer As Administrative Agent, an Issuing Bank, and a Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director As Co-Syndication Agent, an Issuing Bank, and a Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President As a Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Senior Vice President By: /s/ Stian Lovseth Name: Stian Lovseth Title: First Vice President As Co-Syndication Agent and Issuing Bank By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Senior Vice President By: /s/ Stian Lovseth Name: Stian Lovseth Title: First Vice President As a Lender and an Issuing Bank By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Managing Director As a Lender and an Issuing Bank By: /s/ Page Dillehunt Name: Page Dillehunt Title: Managing Director By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director As a Lender and an Issuing Bank By: /s/ T. ▇▇▇▇ ▇▇▇▇▇ Name: T. ▇▇▇▇ ▇▇▇▇▇ Title: Managing Director As a Lender By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President As a Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President As a Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Title: Assistant Vice President As a Lender By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ Title: Authorized Signatory By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Authorized Signatory As a Lender By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Authorized Signatory As a Lender By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Authorized Signatory As a Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇-Bouvet Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇-Bouvet Title: Vice President As a Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Associate Director As a Lender By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Country Head As a Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President

TRANSOCEAN INC. As Borrower By: /s/ C. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: C. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: President As Administrative Agent, an Issuing Bank, and a Lender By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Officer As Co-Syndication Agent, an Issuing Bank, and a Lender By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Vice President and Treasurer Managing Director As Administrative Co-Documentation Agent, an Issuing Bank, and a Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director As Co-Syndication Agent, an Issuing Bank, and a Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President As Co-Documentation Agent, an Issuing Bank, and a Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Senior Vice President By: /s/ Stian Lovseth Name: Stian Lovseth Title: First Vice President As Co-Syndication Agent and Issuing Bank By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Senior Vice President By: /s/ Stian Lovseth Name: Stian Lovseth Title: First Vice President As a Lender and an Issuing Bank By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Managing Director As a Lender and an Issuing Bank By: /s/ Page Dillehunt Name: Page Dillehunt Title: Managing Director By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director As a Lender and an Issuing Bank By: /s/ T. ▇▇▇▇ ▇▇▇▇▇ Name: T. ▇▇▇▇ ▇▇▇▇▇ Title: Managing Director As a Lender By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President BARCLAYS BANK PLC, As a Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President Director BRANCH, As a Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Vice President By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Title: Assistant Vice President Associate CREDIT SUISSE AG, ZURICH, As a Lender By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ Title: Authorized Signatory By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Authorized Signatory Director By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Director ▇▇▇▇▇▇▇ SACHS BANK USA, As a Lender By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Authorized Signatory ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BANK, N.A., As a Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Authorized Signatory BANK OF AMERICA, N.A., As a Lender By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Managing Director DNB NOR BANK ASA, As a Lender By: /s/ ▇▇▇▇▇▇▇ Grondquist Name: ▇▇▇▇▇▇▇ Grondquist Title: Senior Vice President By: /s/ Stian Løvseth Name: Stian Løvseth Title: Vice President STANDARD CHARTERED BANK, As a Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (A2556) Title: Authorized Signatory As a Lender Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇-Bouvet Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇-Bouvet Title: Vice President As a Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Associate Director As a Lender By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Country Head Credit Document Manager THE BANK OF NEW YORK MELLON, As a Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 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 % ▇▇▇▇▇ Fargo Bank, National Association $ 204,000,000 10.2 % Barclays Bank PLC $ 165,000,000 8.25 % ▇▇▇▇▇▇▇ Sachs Bank USA $ 165,000,000 8.25 % ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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.