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TRANSOCEAN SEDCO FOREX INC.
("COMPANY")
DEBT SECURITIES
TERMS AGREEMENT
May 19, 2000
To: The Underwriter identified herein
Dear Sirs:
The undersigned agrees to sell to the Underwriter named below for their
respective accounts, on and subject to the terms and conditions of the
Underwriting Agreement to be filed by the Company as an exhibit to its Current
Report on Form 8-K, dated May 19, 2000 ("UNDERWRITING AGREEMENT"), the following
securities ("OFFERED SECURITIES") on the following terms:
TITLE: Zero Coupon Convertible Debenture Due May 2020.
PRINCIPAL AMOUNT: $865,000,000 at maturity.
INTEREST: Zero coupon.
MATURITY: May 24, 2020.
OPTIONAL REDEMPTION: Beginning May 24, 2003.
REPURCHASE RIGHTS: May 24, 2003, May 24, 2008 and May 24, 2013.
SINKING FUND: None.
LISTING: None.
CONVERSION RATIO: 8.1566 shares per $1,000 principal amount.
PURCHASE PRICE: $566.09 per $1,000 principal amount at maturity.
EXPECTED REOFFERING PRICE: $579.12 per $1,000 principal amount at
maturity, subject to change by the Underwriter.
CLOSING: 9:00 A.M. (Central Daylight Time) on May 24, 2000, at Houston,
Texas, in Federal (same day) funds.
SETTLEMENT AND TRADING: Book-Entry Only via DTC.
BLACKOUT: Until 90 days after the Closing Date.
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NAME AND ADDRESS OF UNDERWRITER: Credit Suisse First Boston Corporation
Eleven Madison Avenue, 19th Floor
New York, New York 10010-3629
The respective principal amounts of the Offered Securities to be
purchased by each of the Underwriter are set forth opposite their names in
Schedule A hereto.
The provisions of the Underwriting Agreement are incorporated herein by
reference.
For purposes of Section 6 of the Underwriting Agreement, the only
information furnished to the Company by any Underwriter for use in the
Prospectus consists of the following information in the Prospectus furnished on
behalf of each Underwriter: the statements in the table (and related footnote)
on the prospectus supplement cover page indicating the price to the public of
the Offered Securities, the penultimate paragraph at the bottom of the
prospectus supplement cover page concerning the terms of the offering by the
Underwriter, the concession and reallowance figures and statement regarding
making a secondary market appearing in the fourth paragraph under the caption
"Underwriting" in the prospectus supplement and the information contained in the
fifth paragraph under the caption "Underwriting" in the prospectus supplement
If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to the Company one of the counterparts hereof,
whereupon it will become a binding agreement between the Company and the
Underwriter in accordance with its terms.
Very truly yours,
TRANSOCEAN SEDCO FOREX INC.
By /s/ XXXXXX X. XXXX
--------------------------------
The foregoing Terms Agreement is hereby confirmed
and accepted as of the date first above written.
CREDIT SUISSE FIRST BOSTON CORPORATION
By /s/ XXXXX XXXXXXX
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SCHEDULE A
PRINCIPAL
UNDERWRITER AMOUNT
----------- ------
Credit Suisse First Boston Corporation....................... $865,000,000
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Total......................................... $865,000,000
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