This SUPPLEMENTAL INDENTURE, dated as of November 30, 2020 (this “Supplemental Indenture”) is among (i) Transocean Inc., (the “Company”), (ii) Transocean Asset Holdings 1 Limited, a Cayman Islands exempted company (“Transocean Asset Holdings 1”), Transocean Asset Holdings 2 Limited, a Cayman Islands exempted company (“Transocean Asset Holdings 2”), and Transocean Asset Holdings 3 Limited, a Cayman Islands exempted company (“Transocean Asset Holdings 3”) (collectively, the “Additional Guarantors” and each, an “Additional Guarantor”), each of which is an indirect subsidiary of Transocean Inc., (iii) each of the other existing Guarantors (as defined in the Indenture referred to below) and (iv) Wells Fargo Bank, National Association, as Trustee.
WHEREAS, the Company, the Guarantors and the Trustee entered into an Indenture, dated as of August 14, 2020 (as heretofore amended, supplemented or otherwise modified, the “Indenture”), providing for the issuance of the Company’s 2.5% Senior Guaranteed Exchangeable Bonds due 2027 (the “Bonds”);
WHEREAS, on the date hereof, in accordance with Section 10.03 of the Indenture, Transocean Mid Holdings 1 Limited (“Transocean Mid Holdings 1”), Transocean Mid Holdings 2 Limited (“Transocean Mid Holdings 2”) and Transocean Mid Holdings 3 Limited (“Transocean Mid Holdings 3”) merged with and into Transocean Holdings 1 Limited (“Transocean Holdings 1”), Transocean Holdings 2 Limited (“Transocean Holdings 2”) and Transocean Holdings 3 Limited (“Transocean Holdings 3” and, collectively with Transocean Holdings 1 and Transocean Holdings 2, the “Successor Subsidiary Guarantors”), respectively, with Transocean Holdings 1, Transocean Holdings 2 and Transocean Holdings 3 as the respective surviving entities of such mergers;
WHEREAS, Section 10.03 of the Indenture provides that in the case of a merger of a Subsidiary Guarantor under certain circumstances such Subsidiary Guarantor’s Guarantee must be expressly assumed by the surviving entity of such merger;
WHEREAS, the Indenture provides that under certain circumstances each Additional Guarantor shall execute and deliver to the Trustee a supplemental indenture pursuant to which each Additional Guarantor shall become a Guarantor (as defined in the Indenture); and
WHEREAS, Section 9.01(g) of the Indenture provides that the Company, the Guarantors and the Trustee may amend or supplement the Indenture in order to add Guarantees with respect to the Bonds or to secure the Bonds without the consent of the Holders of the Bonds;
NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Company, the Additional Guarantors, the Guarantors and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Bonds as follows:
Section 1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Indenture.
Section 2. Relation to Indenture. This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.