Certification of Chief Executive Officer pursuant to Rule 13a14(a) of the Securities Exchange Act of 1934 and Section 302 of the SarbanesOxley Act of 2002
Exhibit 4.4
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE dated as of March 28, 2018, to the Indenture, dated as of January 30, 2018, among TRANSOCEAN INC., a Cayman Islands exempted company, as issuer (the “Company”), TRANSOCEAN LTD., a company organized under the laws of Switzerland, as guarantor (the “Guarantor”), and COMPUTERSHARE TRUST COMPANY, N.A. and COMPUTERSHARE TRUST COMPANY OF CANADA (each a “Co-Trustee” and, together, the “Trustee”).
WITNESSETH:
WHEREAS, the Company, the Guarantor and the Trustee have entered into an Indenture dated as of January 30, 2018 (the “Indenture”), related to the issuance by the Company of 0.5% Exchangeable Senior Bonds due 2023 (the “Bonds”); and
WHEREAS, on January 30, 2018, the Company issued $853,804,000 aggregate principal amount of Bonds in connection with the settlement of the exchange offer contemplated by the Prospectus; and
WHEREAS, Section 2.10 of the Indenture contains a scrivener’s error that states that the Maximum Issue Amount is $853,804,000, which is the same amount listed for the initial issuance on January 30, 2018 in Section 2.01 of the Indenture; and
WHEREAS, the Prospectus contemplates that additional Bonds would be issued under the Indenture in settlement of the compulsory acquisition described in the Prospectus, which compulsory acquisition is to be settled on or about the date hereof; and
WHEREAS, pursuant to Section 10.01 of the Indenture, the Company and the Guarantor may enter into an indenture supplemental to the Indenture without the consent of the Holders to conform the provisions of the Indenture or the Bonds to the “Description of Transocean Exchangeable Bonds” Section of the Prospectus, which contemplates that bonds in the compulsory acquisition would be issued under the Indenture; and
WHEREAS, the Company and the Guarantor now desire to amend Section 2.10 of the Indenture to provide for the issuance of Bonds in connection with the settlement of the compulsory acquisition described in the Prospectus.
NOW, THEREFORE, the parties hereto hereby formally covenant and agree as follows:
| Section 1.01 Incorporation of Certain Definitions. Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Indenture. |
| Section 1.02 Amendment to Section 2.10. The first sentence of Section 2.10 of the Indenture is hereby amended by striking such sentence in its entirety and by inserting in lieu thereof the following sentence: |
The Company may, from time to time, without notice to or the consent of the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Bonds hereunder
with the same terms as the Bonds initially issued hereunder (other than differences in the issue price and interest accrued prior to the issue date of such additional Bonds) up to an aggregate principal amount of $863,179,000 (the “Maximum Issue Amount”).
| Section 1.03 Miscellaneous. Except as expressly set forth herein, the Indenture shall remain in full force and effect. |
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Exhibit 4.4
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the date first written above.
TRANSOCEAN INC., as Issuer
By: /s/ C. Stephen McFadin
Name: C. Stephen McFadin
Title: President
TRANSOCEAN LTD., as Guarantor
By: /s/ Brady K. Long
Name: Brady K. Long
Title: Executive Vice President and General Counsel
COMPUTERSHARE TRUST COMPANY, N.A.,
as Co-Trustee
By: /s/ Rose Stroud
Name: Rose Stroud
Title:Trust Officer
COMPUTERSHARE TRUST COMPANY OF CANADA, as Co-Trustee
By: /s/ Carl Blanchette
Name: Carl Blanchette
Title:Corporate Trust Officer
By: /s/ Nicolas Richard
Name: Nicolas Richard
Title:Corporate Trust Officer
