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Form 8-K Transocean Ltd. For: Feb 26

February 26, 2021 4:25 PM EST

Exhibit 4.1

TRANSOCEAN INC.,

as Issuer,

TRANSOCEAN LTD.,

as a Guarantor,

THE SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY HERETO,

as Subsidiary Guarantors,

AND

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

___________________

INDENTURE

Dated as of February 26, 2021

___________________

4.00% Senior Guaranteed Exchangeable Bonds due 2025

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TABLE OF CONTENTS

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TABLE OF CONTENTS

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TABLE OF CONTENTS

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TABLE OF CONTENTS

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APPENDIXES

Appendix A

Exhibit 1.1 to Appendix AForm of 144A Bond

Exhibit 1.2 to Appendix AForm of Regulation S Bond

Exhibit 1.3 to Appendix AForm of Accredited Investor Bond

Appendix B – Form of Certificate of Transfer

Appendix C – Form of Certificate of Bond Exchange

Appendix D – Form of Notice of Exchange

Appendix E – Form of Repurchase Notice

Appendix F – Form of Supplemental Indenture

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INDENTURE dated as of February 26, 2021 among TRANSOCEAN INC., a Cayman Islands exempted company (the “Company”), TRANSOCEAN LTD., a company organized under the laws of Switzerland (the “Parent”), the Subsidiary Guarantors (as defined herein, and, together with the Parent, the “Guarantors” and each, a “Guarantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (the “Trustee”).

RECITALS

The Company has duly authorized the issuance of $293,751,000 aggregate principal amount of 4.00% Senior Guaranteed Exchangeable Bonds due 2025 (each a “Bond” and collectively, the “Bonds”), and to provide therefor the Company has duly authorized the execution and delivery of this Indenture.

All things necessary to make the Bonds, when executed by the Company, authenticated and delivered hereunder and duly issued by the Company, the valid and binding obligations of the Company, and to make this Indenture a valid and legally binding agreement of the Company and the Guarantors, in accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Bonds by the Holders thereof, it is mutually covenanted and agreed, for the benefit of each other and the equal and proportionate benefit of all Holders of the Bonds, as follows:

Article 1
Definitions and Incorporation by Reference
Section 1.01Definitions.

Additional Amounts” shall have the meaning specified in Section 4.14(a).

Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person.
Aggregate Debt” means the sum of the following as of the date of determination:  (1) the then outstanding aggregate principal amount of the Indebtedness of the Company and its Subsidiaries secured by Liens not permitted by clauses (i) through (x) of Section 4.03; (2) the then outstanding aggregate principal amount of all Indebtedness of the Subsidiaries of the Company not permitted by clauses (i) through (xi) or (xiii) of Section 4.04 without double counting in this clause (2) to the extent that such Indebtedness is included in clause (1) or (3) of this definition; and (3) the then existing Attributable Liens of the Company and its Subsidiaries in respect of sale and lease-back transactions without double counting to the extent that the Indebtedness relating thereto is included in clause (1) or (2) of this definition. For the avoidance of doubt, for purposes of clause (1) of this definition, “Aggregate Debt” shall not include any Indebtedness secured by a Lien to the extent the Bonds are equally and ratably secured by such Lien.
Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Bond, the rules and procedures of the Depositary that apply to such transfer or exchange.
Articles” means the Amended and Restated Memorandum and Articles of Association of the Company or the Articles of Association of the Parent, as applicable, in each case as in effect as of the Issue Date.


Asset Holding Company Guarantor” means each of Transocean Asset Holdings 1 Limited, Transocean Asset Holdings 2 Limited and Transocean Asset Holdings 3 Limited, until a successor replaces it and, thereafter, means the successor.
Attributable Liens” means in connection with a sale and lease-back transaction the lesser of:  (1) the fair market value of the assets subject to such transaction, as determined in good faith by the Parent’s board of directors; and (2) the present value (discounted at the rate of interest implicit in such transaction) of the obligations of the lessee for rental payments during the shorter of the term of the related lease or the period through the first date on which the lessee may terminate the lease or, if such sale and lease-back transaction results in a Capital Lease, the outstanding amount of such Capital Lease as determined in accordance with GAAP.
Bankruptcy Code” means Title 11 of the U.S. code.
Bankruptcy Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.
Bankruptcy Law” means the Bankruptcy Code or any similar federal, state or foreign law for the relief of debtors.
Board of Directors” means, with respect to any Person, the board of directors of such Person or any committee thereof duly authorized, with respect to any particular matter, to act by or on behalf of the board of directors.
Bond” or “Bonds” shall have the meaning specified in the first paragraph of the recitals of this Indenture.
Bond Register” shall have the meaning specified in Section 2.06(a).
Bond Registrar” shall have the meaning specified in Section 2.03.
Business Day” means, with respect to any Bond, any day other than a Saturday, a Sunday or a day on which (i) the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed and (ii) in the case of any exchange pursuant to Article 11, commercial banks in Zurich, Canton of Zurich, Switzerland, are authorized or required by law or executive order to close or be closed for business transactions.
Capital Lease” means any lease obligation of a Person incurred with respect to real property or equipment acquired or leased by such Person and used in its business that is required to be recorded as a capital lease in accordance with GAAP.
Capital Stock” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity.
Cash Settlement” shall have the meaning specified in Section 11.02(k).
Change of Control” means the occurrence of any of the following:
(a)the sale, lease, transfer, conveyance or other disposition (other than by way of merger, amalgamation or statutory plan of arrangement or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Parent and its Subsidiaries or the Company and its Subsidiaries,
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in each case taken as a whole, to any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) other than to the Company, the Parent or one of the Parent’s other Subsidiaries;
(b)the consummation of any transaction (including, without limitation, any merger, amalgamation or statutory plan of arrangement or consolidation) the result of which is that any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the combined voting power of the Parent’s or the Company’s Voting Stock or other Voting Stock into which the Parent’s or the Company’s Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares;
(c)the Parent or the Company consolidates, amalgamates, or enters into a statutory plan of arrangement with, or merges with or into, any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), or any person consolidates, amalgamates, or enters into a statutory plan of arrangement with, or merges with or into, the Parent or the Company, in any such event pursuant to a transaction in which any outstanding Voting Stock of the Parent or the Company or of such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the Voting Stock of the Parent or the Company, as applicable, outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, Voting Stock representing more than 50% of the combined voting power of the surviving person immediately after giving effect to such transaction; or
(d)the adoption of a plan relating to the Parent’s or the Company’s liquidation or dissolution.

Notwithstanding the foregoing, any holding company whose only significant asset is capital stock of the Company or any of the Company’s direct or indirect parent companies shall not itself be considered a “person” or “group” for purposes of clause (b) above.  Further, notwithstanding the foregoing, no change of control of the Parent will be deemed to have occurred if at least 90% of the consideration for the Parent Shares (excluding cash payments for fractional shares) in the transaction or transactions otherwise constituting a change of control in respect of the Parent consist of common stock, ordinary shares, American Depositary Receipts or equivalent capital stock traded on the New York Stock Exchange or the Nasdaq Global Select Market, or any successor to any such market, or which will be so traded when issued or exchanged in connection with the transaction or transactions otherwise constituting a change of control in respect of the Parent, and as a result of such transaction or transactions, the Bonds become exchangeable, upon the conditions for exchange and actual exchange in accordance with the terms hereof, into such common stock, ordinary shares, American Depositary Receipts or equivalent capital stock.

Change of Control Event” means (a) in the case of a Change of Control in respect of the Company, on any date during the 60-day period (which period shall be extended so long as the rating of the Bonds is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) (the “trigger period”) after the earlier of (1) the occurrence of a Change of Control; or (2) public notice of the occurrence of a Change of Control or the intention by the Company to effect a Change of Control, (i) in the event the Bonds are rated Investment Grade by at least two of the Rating Agencies prior to such public notice, the rating of the Bonds by any Rating Agency shall be below Investment Grade, (ii) in the event the Bonds are rated below Investment Grade by at least two of the Rating Agencies prior to such public notice, the rating of the Bonds by any Rating Agency shall be decreased by one or more categories or (iii) the Bonds shall not be, or cease to be, rated by at least one of the Rating Agencies; provided that, in each case, such event is in whole or in part in connection with the Change of Control and (b) in the case of a Change of Control in respect of the Parent, the effective date of such Change of Control.  Notwithstanding the foregoing, no Change of Control Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated.
Change of Control Repurchase Price” shall have the meaning specified in Section 12.01(a).

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Clause A Distribution” shall have the meaning specified in Section 11.05(c).
Clause B Distribution” shall have the meaning specified in Section 11.05(c).
Clause C Distribution” shall have the meaning specified in Section 11.05(c).
close of business” means 5:00 p.m. (New York City time).
Combination Settlement” shall have the meaning specified in Section 11.02(k).
Commission” means the U.S. Securities and Exchange Commission.
Common Equity” of any Person means Capital Stock of such Person that is generally entitled (a) to vote in the election of directors of such Person or (b) if such Person is not a corporation, to vote or otherwise participate in the selection of the governing body, partners, managers or others that will control the management or policies of such Person.
Company” shall have the meaning specified in the first paragraph of this Indenture, and subject to the provisions of Article 5, shall include its successors and assigns.
Company Order” means a written order of the Company signed by an Officer of the Company and delivered to the Trustee.
Consolidated Affiliates” means those Affiliates of the Company that are not Subsidiaries of the Parent or the Company, but are variable interest entities whose accounts are consolidated with those of the Parent under GAAP.
Consolidated Group” means, collectively, the Parent, the Company, and their respective Subsidiaries and Consolidated Affiliates. Each Person that is the Parent, the Company or a Subsidiary or Consolidated Affiliate thereof included in the Consolidated Group at any time is referred to herein as a “Member of the Consolidated Group.”
Consolidated Net Tangible Assets” means the total amount of the Company’s assets (less reserves and other properly deductible items) after deducting current liabilities (other than those that are extendable at the Company’s option to a date more than 12 months after the date the amount is determined), goodwill and other intangible assets shown in the Company’s most recent consolidated balance sheet prepared in accordance with GAAP.
Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have meanings correlative thereto.

Corporate Trust Office” means the principal office of the Trustee at which at any time its corporate trust business shall be administered, which office at the date hereof is located at Wells Fargo Bank, National Association, CTSO Mail Operations, Attn: Patrick Giordano, MAC: N9300-070, 600 South 4th Street, 7th Floor, Minneapolis, MN 55415, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and the Company).

Credit Facilities” means one or more debt facilities, including the Revolving Credit Facility, or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including

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any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof or adds Subsidiaries as additional borrowers or guarantors thereunder (provided that such increase in borrowings or addition of Subsidiaries as additional borrowers or guarantors is permitted under Section 4.04) and whether by the same or any other agent, lender or group of lenders.
Currency Rate Protection Agreement” means any foreign currency exchange and future agreements, arrangements and options designed to protect against fluctuations in currency exchange rates.
Custodian” means the Trustee, as custodian for The Depository Trust Company, with respect to the Global Bonds, or any successor entity thereto.
Daily Exchange Value” for any Trading Day in the applicable Exchange Period, equals 1/20th of:
(1) the Exchange Rate in effect on that Trading Day, multiplied by
(2) the VWAP of the Parent Shares on that Trading Day.
Daily Measurement Value” means the quotient of the Specified Dollar Amount divided by 20.
Daily Settlement Amount” for each $1,000 principal amount of Bonds, for each of the 20 consecutive Trading Days in the relevant Exchange Period, shall consist of:
(1) cash equal to the lesser of (a) the Daily Measurement Value and (b) the Daily Exchange Value, and
(2) to the extent the Daily Exchange Value exceeds the Daily Measurement Value, a number of Parent Shares equal to (a) the difference between the Daily Exchange Value and the Daily Measurement Value, divided by (b) the VWAP of the Parent Shares on such Trading Day.
Default” means any event, act or condition that is, or after notice or the passage of time, or both, would be, an Event of Default.
Defaulted Amounts” means any amounts on any Bond (including, without limitation, the Tax Event Repurchase Price, the Change of Control Repurchase Price, the Listing Failure Event Repurchase Price, principal and interest) that are payable but are not punctually paid or duly provided for.
Depositary” means, with respect to each Global Bond, the Person specified in Section 2.03 as the Depositary with respect to such Bonds, until a successor shall have been appointed and become such pursuant to the applicable provisions of this Indenture, and thereafter, “Depositary” shall mean or include such successor.
Distributed Property” shall have the meaning specified in Section 11.05(c).
Drilling Rig” means any drilling rig (or the stock or indebtedness of any Subsidiary owning a drilling rig) that the Company leases or owns, either entirely or in part; provided that no drilling rig that has a gross book value of less than 1% of the Company’s Consolidated Net Tangible Assets will be deemed to be a “Drilling Rig” for purposes of Section 4.03 hereof.

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Drillship” means any drillship (or the stock or indebtedness of any Subsidiary owning a drillship) that the Company leases or owns, either entirely or in part; provided that no drillship that has a gross book value of less than 1% of the Company’s Consolidated Net Tangible Assets will be deemed to be a “Drillship” for purposes of Section 4.03 hereof.
Entity” means a corporation, limited liability company or business trust (or functional equivalent of the foregoing under applicable foreign law).
Event of Default” shall have the meaning specified in Section 6.01.

Ex-Dividend Date” means the first date on which Parent Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance, dividend or distribution in question, from the Parent or, if applicable, from the seller of Parent Shares on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market.

Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
Exchange Agent” shall have the meaning specified in Section 2.03.
Exchange Date” shall have the meaning specified in Section 11.02(c).
Exchange Obligation” shall have the meaning specified in Section 11.01.
exchange offer” shall have the meaning specified in Section 11.05(e).
Exchange Period” means the 20 consecutive Trading Day period:
(1) with respect to Notices of Exchange received on or after November 7, 2025, beginning on, and including, the 22nd Scheduled Trading Day (or, if such Scheduled Trading Day is not a Trading Day, the immediately following Trading Day) immediately preceding the Maturity Date; and
(2) in all other cases, beginning on, and including, the third Trading Day following the Company’s receipt of the relevant Notice of Exchange.
Exchange Price” means, as of any date of determination, $1,000 divided by the Exchange Rate in effect on that day.
Exchange Rate” shall have the meaning specified in Section 11.01.
Existing Pari Passu Notes” means, the Company’s 11.50% Senior Guaranteed Notes due 2027 and 2.5% Senior Guaranteed Exchangeable Bonds due 2027.
Expiration Date” shall have the meaning specified in Section 11.05(e).
Fitch” means Fitch Ratings Ltd. or any successor to the rating agency business thereof.
Form of Certificate of Bond Exchange” means the “Form of Certificate of Bond Exchange” attached hereto as Appendix C.
Form of Certificate of Transfer” means the “Form of Certificate of Transfer” attached hereto as Appendix B.

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Form of Notice of Exchange” means the “Form of Notice of Exchange” attached hereto as Appendix D.

Form of Repurchase Notice” means the “Form of Repurchase Notice” attached hereto as Appendix E.

Fundamental Change” shall be deemed to have occurred at the time after the Bonds are originally issued if any of the following occurs:
(a)a Change of Control Event; or
(b)a Listing Failure Event;
Fundamental Change Company Notice” shall have the meaning specified in Section 12.01(c)(i).
Fundamental Change Period” shall have the meaning specified in Section 11.03(a).
Fundamental Change Repurchase Date” shall have the meaning specified in Section 12.01(a)(i).
Funded Debt” means Indebtedness Incurred by a Subsidiary owning Drilling Rigs or Drillships maturing by its terms more than one year after its creation which indebtedness is classified as long term debt under GAAP, and ranks at least pari passu with the Bonds.
GAAP” means generally accepted accounting principles in the United States set forth in the statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect as of the date of determination.
Global Bond” shall have the meaning specified in Section 2.1 of Appendix A to this Indenture.
Global Bond Legend” means the legend set forth in Section 2.3(e)(3) of Appendix A to this Indenture, which is required to be placed on all Global Bonds issued under this Indenture.
Guarantee” shall have the meaning specified in Section 10.01.
Guaranteed Obligations” shall have the meaning specified in Section 10.01.
Guarantor” or “Guarantors” shall have the meaning specified in the first paragraph of this Indenture, and subject to the provisions of Article 5 (in the case of the Parent) or Article 10 (in the case of the Subsidiary Guarantors), shall include its successors and assigns.
Holder,” as applied to any Bond, or other similar terms (but excluding the term “beneficial holder”), means any Person in whose name at the time a particular Bond is registered on the Bond Register.
Incur” means issue, assume, guarantee, incur or otherwise become liable for.  The term “Incurrence” when used as a noun shall have a correlative meaning.
Indebtedness” means all obligations for borrowed money represented by notes, bonds, debentures, guarantees or similar evidence of indebtedness and obligations for borrowed money evidenced by credit, loan or other like agreements.

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Indenture” means this instrument as originally executed or, if amended or supplemented as herein provided, as so amended or supplemented.
Indirect Participant” means a Person who holds a beneficial interest in a Global Bond through a Participant.
Initial Lien” shall have the meaning specified in Section 4.03.
Interest Payment Date” means each June 15 and December 15 of each year, beginning on June 15, 2021.
Interest Rate Protection Agreement” means any interest rate swap, interest rate cap, interest rate collar, or other interest rate hedging agreement or arrangement designed to protect against fluctuations in interest rates.
Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s); a rating of “BBB-” or better by S&P (or its equivalent under any successor rating categories of S&P); and a rating of “BBB-” or better by Fitch (or its equivalent under any successor rating categories of Fitch).
Issue Date” means February 26, 2021, the date on which Bonds were first authenticated and delivered under this Indenture.
Last Reported Sale Price” of the Parent Shares (or other securities) on any date means the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions for the New York Stock Exchange or, if the Parent Shares (or other securities) are not then listed on the New York Stock Exchange, for the principal U.S. national or regional securities exchange on which the Parent Shares (or such other securities) are traded.  If the Parent Shares (or such other securities) are not listed for trading on a U.S. national or regional securities exchange on the relevant date, the “Last Reported Sale Price” shall be the last quoted bid price for the Parent Shares (or such other securities) on the principal other market on which the Parent Shares (or such other securities) are then traded or, if the Parent Shares (or such other securities) are not so listed or traded, in the over-the-counter market on the relevant date as reported by OTC Markets Group Inc. or a similar organization selected by the Company.  If bid prices for the Parent Shares (or such other securities) are not so quoted or reported, the “Last Reported Sale Price” shall be the average of the mid-point of the last bid and ask prices for the Parent Shares on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose.  The “Last Reported Sale Price” will be determined without regard to extended or afterhours trading or any other trading outside of the regular trading session trading hours.
Legal Holiday” means a Saturday, Sunday or other day on which banking institutions are not required by law or regulation to be open in the State of New York.
Lien” means any mortgage, pledge, lien, encumbrance, charge or security interest.
Listing Exchange” means the Official List of The International Stock Exchange or such other nationally or internationally recognized exchange reasonably selected by the Company.
Listing Failure Event” shall be deemed to have occurred at the time after the Bonds are originally issued if the Parent Shares (or any other ordinary shares, common shares or American depositary shares underlying the Bonds) cease to be listed or quoted on any of The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or any of their respective successors) and are not

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listed or quoted on one of The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or any of their respective successors) concurrently with such cessation.
Listing Failure Event Repurchase Price” shall have the meaning specified in Section 12.01(a)(ii).
Market Disruption Event” means, for the purposes of determining amounts due upon an exchange of Bonds (a) a failure by the primary U.S. national or regional securities exchange or market on which the Parent Shares are listed or admitted for trading to open for trading during its regular trading session or (b) the occurrence or existence prior to 1:00 p.m., New York City time, on any Scheduled Trading Day for the Parent Shares for more than one half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant stock exchange or otherwise) in the Parent Shares or in any options contracts or futures contracts relating to the Parent Shares.
Maturity Date” means December 15, 2025.
Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.
Non-Recourse Debt” means (i) any Indebtedness Incurred by any Project Financing Subsidiary to finance the acquisition, improvement, design, engineering, construction, development, completion, maintenance or operation of, or otherwise to pay costs and expenses relating to or Incurred in connection with the foregoing for, any Drillship or Drilling Rig, which Indebtedness does not provide for recourse against the Parent, the Company or any other Member of the Consolidated Group (other than to such Project Financing Subsidiary with respect to customary non-recourse exceptions, and such recourse as exists under a Performance Guarantee given for the benefit of such Project Financing Subsidiary) or any property or asset of the Parent, the Company or any other Member of the Consolidated Group (other than equity interests of, and such Drillship or Drilling Rig and related assets of, such Project Financing Subsidiary, and such recourse as exists under a Performance Guarantee given for the benefit of such Project Financing Subsidiary) and (ii) any Refinancing of such Indebtedness that does not increase the outstanding principal amount thereof (other than to pay costs Incurred in connection therewith and the capitalization of any interest, fees or premium) at the time of the Refinancing, increase the property subject to any Lien securing such Indebtedness, or provide for recourse against any other Member of the Consolidated Group.
Notice of Default” shall have the meaning specified in Section 6.01(e).
Notice of Exchange” shall have the meaning specified in Section 11.02(b).
Officer” means any one of the Chief Executive Officer, the Chief Financial Officer, the Chairman, any Deputy Chairman, the President, any Senior Vice President, any Vice President, the Controller, the Treasurer or the Secretary of the Company.
Officers’ Certificate” means a certificate signed by any one of the Chairman, Deputy Chairman, President, any Senior Vice President or any Vice President, together with any one of the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary, of the Company, and delivered to the Trustee.
open of business” means 9:00 a.m. (New York City time).
Opinion of Counsel” means a written opinion of counsel, who may be internal legal counsel for the Company, and who shall be reasonably acceptable to the Trustee.  Each such opinion shall include the statements provided for in Section 13.03 if and to the extent required by the provisions of such Section 13.02.

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Outstanding,” when used with reference to Bonds, means, as of the date of determination, all Bonds theretofore authenticated and delivered under this Indenture, except:
(a)Bonds theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;
(b)Bonds, or portions thereof, for which payment in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Bonds; and
(c)Bonds which have been issued pursuant to Section 2.07 or in exchange for or in lieu of which other Bonds have been authenticated and delivered pursuant to this Indenture, other than any such Bonds in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Bonds are held by a “protected purchaser” (as defined in Article 8 of the UCC) in whose hands such Bonds are valid obligations of the Company;
(d)Bonds exchanged pursuant to Article 11 and required to be cancelled pursuant to Section 2.10;
(e)Bonds repurchased by the Company pursuant to Article 12; and
(f)Bonds repurchased by the Company pursuant to Section 3.07(b);

provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Bonds have given any request, demand, authorization, direction, notice, consent or waiver hereunder, or are present at a meeting of Holders for quorum purposes, Bonds owned by the Company or any other obligor upon the Bonds or any Affiliate of the Company shall be disregarded and deemed not to be Outstanding, except that in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Bonds which a Trust Officer of the Trustee actually knows to be so owned shall be so disregarded. Bonds so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Bonds and that the pledgee is not the Company or any other obligor upon the Bonds or any Affiliate of the Company.

Parent” shall have the meaning specified in the first paragraph of this Indenture, and subject to the provisions of Article 5, shall include its successors and assigns.
Parent Company” means with respect to any Person such other Person, together with any sister company(ies) of such other Person, that collectively own, directly or indirectly, 100% of the outstanding equity interests of that Person.
Parent Shares” means registered shares of the Parent, par value 0.10 Swiss francs per share.
Participant” means, with respect to the Depositary, a Person who has an account with the Depositary.
Paying Agent” shall have the meaning specified in Section 2.03.
Performance Guarantees” means all guarantees of the Company, the Parent, or any other Member of the Consolidated Group delivered in connection with the construction financing of Drillship or Drilling Rig for which firm drilling contracts have been obtained by the Company, the Parent or any other Member of the Consolidated Group.

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Performance Letters of Credit” means all letters of credit issued as support for Non-Recourse Debt or a Performance Guarantee.
Person” means an individual, a corporation, a limited liability company, a joint venture, a partnership, an incorporated or unincorporated association, a joint stock company, a trust, an unincorporated organization or a government or an agency or apolitical subdivision thereof or other entity of any kind.
Physical Bonds” means permanent certificated Bonds in registered form issued in accordance with Section 2.3 to Appendix A of this Indenture, in substantially the form of a Global Bond hereto except that such Bond shall not bear the Global Bond Legend and shall not have the “Schedule of Increases or Decreases in Global Bond” attached thereto.
Preferred Stock,” as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) that is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.
Private Placement Legend” means the legend substantially in the form set forth in Section 2.3(e)(1) of Appendix A hereof to be placed on all Bonds issued under this Indenture (and any Parent Shares issued or delivered upon exchange of such Bonds in accordance with Article 11 hereof that are required to bear a Private Placement Legend, whether in certificated or book-entry format) except as otherwise permitted by the provisions of this Indenture.
Project Financing Subsidiary” means any Subsidiary of the Parent or the Company (other than the Company and the Guarantors) created for the sole purpose of Incurring Non-Recourse Debt to finance the acquisition, improvement, design, engineering, construction, development, completion, maintenance and operation of, or otherwise pay the costs and expenses relating to or Incurred in connection with the foregoing for, any Drillship or Drilling Rig, and to conduct the business activities for which such Non-Recourse Debt was Incurred, provided that substantially all of the assets of such Person are comprised of such Drillship or Drilling Rig so financed.
QIB” means a “qualified institutional buyer” as defined in Rule 144A.
Rating Agency” means each of Moody’s, S&P and Fitch; provided that, if any of Moody’s, S&P or Fitch ceases to rate the Bonds or fails to make a rating of the Bonds publicly available for any reason that is beyond the Company’s control, the Company may select (as certified by a resolution of the Company’s board of directors) a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, as a replacement agency for Moody’s, S&P or Fitch, or all of them, as the case may be.
Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of Parent Shares (or other applicable security) have the right to receive any cash, securities or other property or in which the Parent Shares (or such other applicable security) is exchanged for or exchanged into any combination of cash, securities or other property, the date fixed for determination of holders of the Parent Shares (or such other applicable security) entitled to receive such cash, securities or other property (whether such date is fixed by the Parent’s Board of Directors, statute, contract or otherwise).
Reference Property” shall have the meaning specified in Section 11.07(a).
Regular Record Date,” with respect to any Interest Payment Date, means the June 1 or December 1 (whether or not such day is a Business Day) immediately preceding the applicable June 15 or December 15 Interest Payment Date, respectively.

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Repurchase Notice” shall have the meaning specified in Section 12.01(b)(i).

Restricted Bonds” means Restricted Physical Bonds and Restricted Global Bonds and, in each case, any Parent Shares issued or delivered upon exchange of such Bonds in accordance with Article 11 hereof that are required to bear the Private Placement Legend.

Restricted Global Bonds” means 144A Global Bonds, Regulation S Global Bonds and AI Global Bonds.

Restricted Physical Bond” means one or more Physical Bonds bearing the Private Placement Legend.
Revolving Credit Facility” means the Credit Agreement, dated as of June 22, 2018, among, inter alia, the Company, Citibank, N.A., as administrative agent, Citibank, N.A., as collateral agent, and the lenders party thereto, as amended, supplemented, restated or otherwise modified from time to time.
Rule 144” means Rule 144 promulgated under the Securities Act.
Rule 144A” means Rule 144A promulgated under the Securities Act.
Rule 903” means Rule 903 promulgated under the Securities Act.
Rule 904” means Rule 904 promulgated under the Securities Act.
S&P” means S&P Global Ratings, a division of S&P Global, Inc. or any successor to the rating agency business thereof.
Sale and Leaseback Transaction” means any arrangement with any Person pursuant to which the Company or any of its Subsidiaries leases any Drilling Rig or Drillship that has been or is to be sold or transferred by the Company or any of its Subsidiaries to such Person, other than (1) temporary leases for a term, including renewals at the option of the lessee, of not more than three years, (2) leases between the Company and any of its Subsidiaries or between any of its Subsidiaries, (3) leases of a Drilling Rig or Drillship executed by the time of, or within 12 months after the latest of, the acquisition, the completion of construction or improvement, or the commencement of commercial operation of, the Drilling Rig or Drillship, and (4) arrangements pursuant to any provision of law with an effect similar to the former Section 168(f)(8) of the Internal Revenue Code of 1954.
Scheduled Trading Day” means a day that is scheduled to be a Trading Day on the principal U.S. national or regional securities exchange or market on which the Parent Shares are listed or admitted for trading.  If the Parent Shares are not so listed or admitted for trading, “Scheduled Trading Day” means a Business Day.
Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
Settlement Amount” has the meaning specified in Section 11.02(a).
Settlement Method” means, with respect to any exchange of Bonds, Physical Settlement, Cash Settlement or Combination Settlement, as elected (or deemed to have been elected) by the Company.
Share Exchange Event” shall have the meaning specified in Section 11.07(a).

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Specified Dollar Amount” means the maximum cash amount per $1,000 principal amount of Bonds being exchanged to be received upon exchange as specified in the notice specifying the Settlement Method (or deemed so specified).
Spin-Off” shall have the meaning specified in Section 11.05(c).
Subsidiary” means, for any Person, any other Person of which more than fifty percent (50%) of the outstanding stock or comparable equity interests having ordinary voting power for the election of the board of directors, managers, or comparable governing board or body of such other Person (irrespective of whether or not at the time stock or other equity interests of any other class or classes of such corporation or other entity shall have or might have voting power by reason of the happening of any contingency), is at the time directly or indirectly owned by any such Person or by one or more of its Subsidiaries.
Subsidiary Guarantors” means, on the Issue Date, Transocean Holdings 1 Limited, Transocean Holdings 2 Limited, Transocean Holdings 3 Limited, Transocean Asset Holdings 1 Limited, Transocean Asset Holdings 2 Limited and Transocean Asset Holdings 3 Limited, and thereafter, any other Subsidiary of the Parent that has issued a Guarantee, and subject to the provisions of Section 4.06 and Article 10, shall include its successors and assigns.
Successor Company” shall have the meaning specified in Section 5.01(a) and Section 5.02(a).
Tax Event” shall have the meaning specified in Section 12.01(a)(iii).
Tax Event Company Notice” shall have the meaning specified in Section 12.01(a)(iii)(B).
Tax Event Offer to Repurchase” shall have the meaning specified in Section 12.01(a)(iii).
Tax Event Repurchase Date” shall have the meaning specified in Section 12.01(a)(iii).
Tax Event Repurchase Period” shall have the meaning specified in Section 11.04(a).
Tax Event Repurchase Price” shall have the meaning specified in Section 12.01(a)(iii).
Taxing Jurisdiction” shall have the meaning specified in Section 4.14.
Trading Day” means a day on which (i) trading in the Parent Shares (or other securities for which a closing sale price must be determined) generally occurs on The New York Stock Exchange or, if the Parent Shares (or such other securities) are not then listed on The New York Stock Exchange, on the principal other U.S. national or regional securities exchange on which the Parent Shares (or such other securities) are then listed or, if the Parent Shares (or such other securities) are not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Parent Shares (or such other securities) are then traded and (ii) a Last Reported Sale Price for the Parent Shares (or such other securities) is available on such securities exchange or market; provided that if the Parent Shares (or such other security) are not so listed or traded, “Trading Day” means a Business Day; provided, further,  that for purposes of determining amounts due upon exchange only and for purposes of determining amounts due under Section 11.02(k), “Trading Day” means a day on which (x) there is no Market Disruption Event and (y) trading in the Parent Shares generally occurs on The New York Stock Exchange or, if the Parent Shares are not then listed on The New York Stock Exchange, on the principal other U.S. national or regional securities exchange on which the Parent Shares are then listed or, if the Parent Shares are not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Parent Shares are then listed or admitted for trading, except that if the Parent Shares are not so listed or admitted for trading, “Trading Day” means a Business Day.

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Trigger Event” shall have the meaning specified in Section 11.05(c).
Trust Indenture Act” shall have the meaning specified in Section 1.06.
Trust Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and, in each case, who shall have direct responsibility for the administration of this Indenture.
Trustee” means the Persons named as the “Trustee” in the first paragraph of this Indenture until a successor trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder.
unit of Reference Property” shall have the meaning specified in Section 11.07(a).

Unrestricted Global Bonds” means one or more Global Bonds that do not and are not required to bear the Private Placement Legend and are deposited with and registered in the name of the Depositary or its nominee.

Unrestricted Physical Bonds” means one or more Physical Bonds that do not and are not required to bear the Private Placement Legend.
Valuation Period” shall have the meaning specified in Section 11.05(c).
Value” means, with respect to a Sale and Leaseback Transaction, an amount equal to the present value of the lease payments with respect to the term of the lease remaining on the date as of which the amount is being determined, without regard to any renewal or extension options contained in the lease which are outstanding on the effective date of such Sale and Leaseback Transaction and which have the benefit of Section 4.05.

Voting Stock” means, with respect to any Person, securities of any class or classes of capital stock of such Person entitling the holders thereof (whether at all times or at the times that such class of capital stock has voting power by reason of the happening of any contingency) to vote in the election of members of the Board of Directors or comparable body of such Person.

VWAP” or “volume weighted average price” per Parent Share on any Trading Day means such price as displayed on Bloomberg (or any successor service) page “RIG US <EQUITY> AQR” in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such Trading Day; or, if such price is not available, the volume-weighted average price means the market value per Parent Share on such day as determined by a nationally recognized independent investment banking firm retained for this purpose by the Company.  The “volume-weighted average price” or “VWAP” will be determined without regard to extended or afterhours trading or any other trading outside of the regular trading session trading hours.

withholding tax” shall have the meaning specified in Section 4.14(a).

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Section 1.02Other Definitions.  Unless the context otherwise requires:

Term

Defined in Section

144A Global Bond

Appendix A 2.1(a)

Agent Members

Appendix A 2.1(b)

AI Global Bond

Appendix A 2.1(a)

Appendix A

2.01

Bond Register

2.06

Bond Registrar

2.03

DTC

2.03

Event of Default

6.01

Exchange Agent

2.03

Global Bond

Appendix A 2.1(a)

Guaranteed Obligations

10.01

Paying Agent

2.03

Refinancing

4.04(a)(xiii)

Regulation S Global Bond

Appendix A 2.1(a)

Trust Indenture Act

1.06

Section 1.03Rules of Construction.  Unless the context otherwise requires:
(a)a term has the meaning assigned to it;
(b)an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;
(c)“or” is not exclusive;
(d)“including” means including without limitation;
(e)words in the singular include the plural and words in the plural include the singular;
(f)words “herein,” “hereof,” “hereunder” and words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; and
(g)all references to the date the Bonds were originally issued shall refer to the Issue Date.
Section 1.04Agent for Service; Submission to Jurisdiction; Waiver of Immunities.  By the execution and delivery of this Indenture, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably designated and appointed, Transocean Offshore Deepwater Drilling Inc., 1414 Enclave Parkway, Houston, Texas 77077, as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the Bonds, the Guarantees or this Indenture that may be instituted in any United States federal or New York state court in The City of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or, subject to Section 6.07, any Holder of Bonds or Guarantees in any United States federal or New York state court in The City of New York, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon the Company and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in Section 13.01), shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding.  The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the

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Company in full force and effect so long as any of the Bonds shall be Outstanding or any amounts shall be payable in respect of any Bonds.

Each of the Company and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such court.

To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the Guarantees and the Bonds, to the extent permitted by law.

Section 1.05Currency.  References herein to “$” or “US$” are to lawful money of United States of America.
Section 1.06No Incorporation by Reference of Trust Indenture Act.  This Indenture is not qualified under the U.S. Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the Trust Indenture Act shall not apply to or in any way govern the terms of this Indenture.  As a result, no provisions of the Trust Indenture Act are incorporated into this Indenture.
Article 2
The Bonds
Section 2.01Form and Dating.  
(a)The Bonds shall be designated as the “4.00% Senior Guaranteed Exchangeable Bonds due 2025”.
(b)Provisions relating to the Bonds are set forth in Appendix A attached hereto (“Appendix A”), which is hereby incorporated in, and expressly made part of, this Indenture.  The Bonds and the Trustee’s certificate of authentication shall be substantially in the forms of Exhibit 1.1, Exhibit 1.2 and Exhibit 1.3 to Appendix A, in the case of the 144A Bonds, Regulation S Bonds and Accredited Investor Bonds, respectively, which are hereby incorporated in, and expressly made a part of, this Indenture.  The Bonds may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company).  Each Bond shall be dated the date of its authentication.
(c)The Bonds shall be issuable in registered form without coupons in minimum denominations of $1,000 principal amount and integral multiples of $1,000 in excess thereof.  Each Bond shall be dated the date of its authentication and shall bear interest from the date specified on the face of such Bond.  Accrued interest on the Bonds shall be computed on the basis of a 360-day year composed of twelve 30-day months and, for partial months, on the basis of the number of days actually elapsed in a 30-day month.
Section 2.02Execution, Authentication and Delivery of Bonds.  An Officer shall sign the Bonds for the Company by manual or facsimile signature.

If an Officer whose signature is on a Bond no longer holds that office at the time the Trustee authenticates such Bond, such Bond shall be valid nevertheless.

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A Bond shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on such Bond.  The signature shall be conclusive evidence that the Bonds have been authenticated under this Indenture.

The Trustee, upon a Company Order, together with the other documents required by Sections 13.02 and 13.03, shall authenticate (i) Bonds for original issue on the Issue Date in the aggregate principal amount not to exceed $293,751,000 and (ii) subject to Section 2.10 and Section 4.04 hereof, additional Bonds; provided that no Opinion of Counsel under Section 13.02 shall be required in connection with the authentication of the initial Bonds issued on the Issue Date.  Such Company Order shall specify the amount of Bonds to be authenticated and the date on which the original issue of Bonds is to be authenticated.

The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Bonds.  Unless limited by the terms of such appointment, an authenticating agent may authenticate Bonds whenever the Trustee may do so.  Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.  An authenticating agent has the same rights as any Bond Registrar, Paying Agent or agent for service of notices and demands.

Section 2.03Bond Registrar, Paying Agent and Exchange Agent.  The Company shall maintain an office or agency where Bonds may be presented for registration of transfer or for exchange for other Bonds (the “Bond Registrar”), an office or agency where Bonds may be presented for payment (the “Paying Agent”) and an office or agency where Bonds may be presented for exchange in accordance with Article 11 (the “Exchange Agent”).  The Bond Registrar shall keep a register of the Bonds and of their transfer and exchange.  The Company may have one or more co-registrars and one or more additional paying agents.  The terms “Paying Agent” and “Exchange Agent” include any additional or other offices or agencies, as applicable.

If the Company fails to maintain a Bond Registrar, Paying Agent or Exchange Agent, the Trustee shall act as such and shall be entitled to appropriate reasonable compensation therefor pursuant to Section 7.06.  The Company may change the Bond Registrar, Paying Agent or Exchange Agent without prior notice to the Holders.  The Parent or any of its Subsidiaries incorporated or organized within The United States of America may act as Bond Registrar, Paying Agent, Exchange Agent, co-registrar or transfer agent.

The Company hereby initially appoints the Trustee as Bond Registrar, Paying Agent and Exchange Agent in connection with the Bonds.

The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Bonds.

Section 2.04Paying Agent to Hold Money in Trust.
(a)Prior to each due date of the principal of and interest on any Bond, the Company shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due.  The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders of Bonds or the Trustee all money held by the Paying Agent for the payment of principal of or interest on the Bonds and shall notify the Trustee of any default by the Company in making any such payment.  If the Company or any of its Subsidiaries acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund.  The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by the Paying Agent.  Upon complying with this Section 2.04, the Paying Agent shall have no further liability for the money delivered to the Trustee.
(b)Subject to applicable escheatment laws, any money and Parent Shares deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal

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(including the Tax Event Repurchase Price, the Change of Control Repurchase Price or the Listing Failure Event Repurchase Price, if applicable) of, accrued and unpaid interest on and the consideration due upon exchange of any Bond and remaining unclaimed for two years after such principal (including the Tax Event Repurchase Price, the Change of Control Repurchase Price or the Listing Failure Event Repurchase Price, if applicable), interest or consideration due upon exchange has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Bond shall thereafter, as an unsecured general creditor, look only to the Company or Guarantors for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money and Parent Shares, and all liability of the Company as trustee thereof, shall thereupon cease.
Section 2.05Lists of Holders of Bonds.  The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders of Bonds.  If the Trustee is not the Registrar, the Company shall furnish to the Trustee, in writing at least five Business Days before each Interest Payment Date with respect to Bonds and at such other times as the Trustee may reasonably request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders of Bonds.
Section 2.06Exchange and Registration of Transfer of Bonds; Restrictions on Transfer.
(a)The Company shall cause the Bond Registrar to keep a register (the register maintained in such office or in any other office or agency of the Company designated pursuant to Section 2.03, the “Bond Register”) in which, subject to such reasonable regulations as it may prescribe, the Bond Registrar shall provide for the registration of Bonds and of transfers of Bonds.  Such register shall be in written form or in any form capable of being converted into written form within a reasonable period of time.  
(b)The Bonds shall be issued in registered form and shall be transferable only upon the surrender of a Bond for registration of transfer.  When a Bond is presented to the Bond Registrar or a co-registrar, if any, with a request to register a transfer, the Bond Registrar shall register the transfer as requested if the requirements of this Indenture (including the Appendix A hereto) are met.  When Bonds are presented to the Bond Registrar or a co-registrar, if any, with a request to exchange them for an equal principal amount of Bonds of other denominations, the Bond Registrar shall make the exchange as requested if the same requirements are met.
(c)Any Parent Shares issued or delivered upon exchange of a Restricted Physical Bond or Restricted Global Bond, whether in certificated or book-entry format, shall bear the Private Placement Legend (unless such Parent Shares have been transferred pursuant to a registration statement that has become or been declared effective under the Securities Act and that continues to be effective at the time of such transfer, or pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act, or such Parent Shares have been delivered upon exchange of a Bond that has been transferred pursuant to a registration statement that has become or been declared effective under the Securities Act and that continues to be effective at the time of such transfer, or pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act, or unless otherwise agreed by the Company and the Guarantors with written notice thereof to the Trustee and any transfer agent for the Parent Shares).
(d)The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Bond (including any transfers between or among Depositary Participants, members or beneficial owners of interests in any Physical Bond or Global Bond) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and

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to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(e)Members of, or Participants in, the Depositary, and any owner of a beneficial interest in a Global Bond, shall have no rights under this Indenture with respect to or under such Global Bond, and the Company, the Guarantors, the Trustee and any agent of the Company, the Guarantors or the Trustee shall be entitled to treat the Depositary or its nominee as the absolute owner of such Global Bond for all purposes whatsoever.  None of the Company, the Guarantors, the Trustee or any agent of the Company, the Guarantors or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Bond or maintaining, supervising or reviewing any records relating to such beneficial ownership interests or with respect to the delivery to any Participant, member, beneficial owner or other Person (other than the Depositary) of any notice.  Neither the Trustee nor any agent of the Trustee shall have any responsibility for any actions taken or not taken by the Depositary.
Section 2.07Replacement Bonds.  
(a)If any mutilated Bond is surrendered to the Trustee or either the Company or the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Bond, the Company shall issue and the Trustee, upon receipt of evidence of authentication in accordance with Section 2.02 hereof, shall authenticate a replacement Bond if the Trustee’s requirements for replacement of Bonds are met.  An indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Guarantors, the Trustee, any agent and any authenticating agent from any loss that any of them may suffer if a Bond is replaced.  The Trustee and the Company each may charge such Holder for their expenses in replacing such Bond.
(b)In case any Bond that has matured or is about to mature or has been surrendered for required repurchase or is about to be exchanged in accordance with Article 11 shall become mutilated or be destroyed, lost or stolen, the Company may, in its sole discretion, instead of issuing a substitute Bond, pay or authorize the payment of or exchange or authorize the exchange of the same (without surrender thereof except in the case of a mutilated Bond), as the case may be, if the applicant for such payment or exchange shall furnish to the Company, to the Trustee and, if applicable, to such authenticating agent such indemnity bond that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Guarantors, the Trustee, any agent and any authenticating agent from any loss that any of them may suffer in connection with such substitution, and, in every case of destruction, loss or theft, evidence satisfactory to the Company, the Trustee and, if applicable, any Paying Agent or Exchange Agent evidence of their satisfaction of the destruction, loss or theft of such Bond and of the ownership thereof.
(c)Every replacement Bond is an additional obligation of the Company and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Bonds duly issued hereunder.
Section 2.08Outstanding Bonds.  Bonds Outstanding at any time are all Bonds authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.08 as not Outstanding.  A Bond does not cease to be Outstanding because the Company or an Affiliate of the Company holds the Bond.

If a Bond is replaced pursuant to Section 2.07, it ceases to be Outstanding unless the Trustee and the Company receive proof satisfactory to them that the replaced Bond is held by a protected purchaser (as defined in Section 8-303 of the Uniform Commercial Code).

If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on the Maturity Date money sufficient to pay all principal and interest payable on that date with respect to the Bonds (or

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portions thereof) maturing, then on and after that date such Bonds (or portions thereof) cease to be Outstanding and interest on them ceases to accrue.

Section 2.09Temporary Bonds.  Until Physical Bonds are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Bonds.  Temporary Bonds shall be substantially in the form of Physical Bonds but may have variations that the Company considers appropriate for temporary Bonds.  Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate Physical Bonds and deliver them in exchange for temporary Bonds.
Section 2.10Cancellation.  The Company at any time may deliver Bonds to the Trustee for cancellation.  The Bond Registrar, Exchange Agent and the Paying Agent shall forward to the Trustee any Bonds surrendered to them for registration of transfer, payment or exchange of Bonds for other Bonds or in accordance with Article 11.  The Trustee and no one else shall cancel and dispose of in accordance with the Trustee’s policy then in effect (subject to the record retention requirements of the Exchange Act) all Bonds surrendered for registration of transfer, exchange, payment or cancellation and deliver a certificate of such cancellation to the Company upon written request unless the Company directs the Trustee to deliver canceled Bonds to the Company.  The Company may not issue new Bonds to replace Bonds it has paid, repurchased, exchanged or delivered to the Trustee for cancellation.
Section 2.11Defaulted Amounts.  The Company shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) on Defaulted Amounts in any lawful manner.  The Company may pay the defaulted interest to the persons who are Holders of Bonds on a subsequent special record date.  The Company shall fix or cause to be fixed any such special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly send to each Holder of Bonds a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.  The Trustee will have no duty whatsoever to determine whether any defaulted interest or Defaulted Amounts are payable or the amount thereof.
Section 2.12CUSIP Numbers.  The Company in issuing the Bonds may use “CUSIP” numbers, ISINs and “Common Code” numbers (in each case if then generally in use) and, if so, the Trustee shall use “CUSIP” numbers, ISINs and “Common Code” numbers in any notices as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Bonds or as contained in any notice and that reliance may be placed only on the other identification numbers printed on the Bonds, and any action described in such notice shall not be affected by any defect in or omission of such numbers.  The Company shall advise the Trustee in writing of any change in any “CUSIP” numbers, ISINs or “Common Code” numbers applicable to the Bonds.
Section 2.13Additional Bonds; Repurchases.  
(a)After the Issue Date, the Company shall be entitled to issue additional Bonds under this Indenture and subject to its compliance with Section 4.04, which Bonds shall have identical terms as the Bonds issued on the Issue Date, other than with respect to the date of issuance, issue price, interest accrual date and first Interest Payment Date.  All Bonds issued under this Indenture (including any additional Bonds) shall be treated as a single class for all purposes of this Indenture, including waivers, amendments and offers to purchase.
(b)With respect to any additional Bonds, the Company shall set forth in a resolution of the Board of Directors and an Officer’s Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(i)the series and the aggregate principal amount of such additional Bonds to be authenticated and delivered pursuant to this Indenture; and

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(ii)the issue price, the Issue Date and the CUSIP number and ISIN, if any, of such additional Bonds; provided, however, that if the additional Bonds are not fungible with the Bonds for U.S. federal income tax purposes, the additional Bonds will have a separate CUSIP number.
(c)In addition to the foregoing, the Company shall deliver to the Trustee a Company Order as described in Section 2.02, an Opinion of Counsel as to enforceability of the additional Bonds, together with an Opinion of Counsel that all conditions precedent to the issuance and authentication of the additional Bonds have been satisfied.
Article 3
Optional Redemption
Section 3.01No Optional Redemption.  

The Bonds will not be subject to redemption at the option of the Company.

Section 3.02Open Market Repurchase.  

The Company, the Parent and its Subsidiaries may at any time and from time to time acquire Bonds by tender offer, open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws and regulations, so long as such acquisition does not otherwise violate the terms of this Indenture, upon such terms and at such prices as the Company, the Parent or its Subsidiaries may determine.  The Company shall cause any Bonds so repurchased (other than Bonds repurchased pursuant to cash-settled swaps or other derivatives that are not physically settled) either (x) to be surrendered to the Trustee for cancellation, and they will no longer be considered Outstanding under this Indenture upon their repurchase or (y) if such Bonds represent beneficial interests in one or more Global Bonds, to be exchanged for Physical Bonds and, regardless of the format of such Bonds, to be subject to the limitations set forth in the following sentence.  Notwithstanding anything to the contrary in this Indenture or such repurchased Bonds, in no event shall any such repurchased Bonds described in clause (y) of the immediately preceding sentence be (i) offered, sold, pledged or otherwise transferred or (ii) exchanged, in each case, whether by the Guarantors or its Subsidiaries or any of its respective agents.

Article 4
Covenants
Section 4.01Payment of Principal and Interest.  The Company covenants and agrees that it will cause to be paid the principal (including the Tax Event Repurchase Price, the Change of Control Repurchase Price or the Listing Failure Event Repurchase Price, if applicable) of, and accrued and unpaid interest on, each of the Bonds at the places, at the respective times and in the manner provided herein and in the Bonds.  Principal and interest shall be considered paid on the date due if the Trustee or the Paying Agent holds in accordance with this Indenture as of 11:00 a.m. New York City time on the due date money sufficient to pay all principal and interest then due.

The Company shall pay interest on Defaulted Amounts at the rate specified therefor in the Bonds, and shall pay interest on overdue installments of interest at the same rate to the extent lawful.

Section 4.02Existence.  Subject to Article 5 and Article 10, each of the Company and the Guarantors shall do or cause to be done all things necessary to preserve and keep in full force and effect their corporate existence.
Section 4.03Limitation on Liens. The Company shall not, and shall not permit or allow any of its Subsidiaries to, create, assume or suffer to exist any Lien on any Drilling Rig or Drillship to secure any Indebtedness of the Company, any of its Subsidiaries or any other Person (such Lien, the “Initial Lien”), without making effective provision whereby the Indenture and the Bonds then Outstanding and having the

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benefit of this Section 4.03 shall be directly secured equally and ratably with, or prior to, the Indebtedness secured by such Initial Lien for so long as such Indebtedness shall be so secured, except that the foregoing shall not prevent the Company or any of its Subsidiaries from creating, assuming or suffering to exist Liens of the following character:

(i)Liens existing on the Issue Date;
(ii)Liens already existing on a particular Drilling Rig or Drillship at the time the Company or any of its Subsidiaries acquires that Drilling Rig or Drillship,
(iii)Liens already existing on Drilling Rigs or Drillships of a corporation or other entity at the time it becomes the Company’s Subsidiary;
(iv)Liens securing Indebtedness Incurred pursuant to clause (iii) or clause (x) of Section 4.04(a);
(v)Liens in favor of the United States of America or any State thereof or any other country, or any agency, instrumentality of political subdivision of any of the foregoing, to secure partial, progress, advance or other payments or performance pursuant to the provisions of any contract or statute, or any Liens securing industrial development, pollution control, or similar revenue bonds;
(vi)Liens imposed by law, such as mechanics’, workmen’s, repairmen’s, materialmen’s, carriers’, warehousemen’s, vendors’ or other similar Liens arising in the ordinary course of business, or governmental (federal, state or municipal) Liens arising out of contracts for the sale of products or services by the Company or any of its Subsidiaries, or deposits or pledges to obtain the release of any of the foregoing;
(vii)pledges or deposits under workmen’s compensation laws or similar legislation and Liens of judgments thereunder which are not currently dischargeable, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of money) or leases to which the Company or any of its Subsidiaries is a party, or deposits to secure public or statutory obligations of the Company or any of its Subsidiaries, or deposits in connection with obtaining or maintaining self-insurance or to obtain the benefits of any law, regulation or arrangement pertaining to unemployment insurance, old age pensions, social security or similar matters, or deposits of cash or obligations of the United States of America to secure surety, appeal or customs bonds to which the Company or any of its Subsidiaries is a party, or deposits in litigation or other proceedings such as, but not limited to, interpleader proceedings;
(viii)Liens created by or resulting from any litigation or other proceeding which is being contested in good faith by appropriate proceedings, including Liens arising out of judgments or awards against the Company or any of its Subsidiaries with respect to which the Company or such Subsidiary is in good faith prosecuting an appeal or proceedings for review; or Liens Incurred by the Company or any of its Subsidiaries for the purpose of obtaining a stay or discharge in the course of any litigation or other proceeding to which the Company or such Subsidiary is a party;
(ix)Liens for taxes or assessments or governmental charges or levies not yet due or delinquent, or which can thereafter be paid without penalty, or which are being contested in good faith by appropriate proceedings; and
(x)any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in clauses (i) through (ix) above, so long as the principal amount of the debt secured thereby does not exceed the principal amount of debt so secured at the time of the extension, renewal or replacement (except that, where an additional

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principal amount of debt is Incurred to provide funds for the completion of a specific project, the additional principal amount, and any related financing costs, may be secured by the Lien as well) and the Lien is limited to the same property subject to the Lien so extended, renewed or replaced (plus improvements on the property).

In addition, without securing the Bonds as described above, the Company and its Subsidiaries may create, assume or allow to exist any Lien not permitted by clauses (i) through (x) above securing Indebtedness, if after giving effect thereto, Aggregate Debt would not exceed the greater of (i) $1.4 billion and (ii) 6.75% of Consolidated Net Tangible Assets measured at the time of Incurrence of and after giving effect to such Incurrence.

Section 4.04Limitation on Subsidiary Indebtedness. (a) The Company shall not permit any of its Subsidiaries to Incur, directly or indirectly, any Indebtedness other than:
(i)existing Indebtedness of a Subsidiary of the Company outstanding on the Issue Date (other than Indebtedness described in clauses (ii) and (xiii) of this Section 4.04(a) and the Bonds and the Guarantees thereof issued and outstanding on the Issue Date, which Bonds and Guarantees will, for the avoidance of doubt, be incurred under one or more of the following clauses of this Section 4.04(a));
(ii)Indebtedness represented by the Existing Pari Passu Notes and any guarantees thereof issued and outstanding as of the Issue Date (not including any additional Existing Pari Passu Notes or guarantees thereof);
(iii)intercompany loans and advances between or among the Parent, the Company and the Subsidiaries of the Company; provided that (a) if the obligor on such intercompany loan or advance is a Subsidiary Guarantor or a Subsidiary thereof and the payee is not a Subsidiary Guarantor or a Subsidiary thereof, then (1) such Indebtedness must be expressly subordinated to the prior payment in full in cash of all obligations with respect to the Guarantees; (2) such Indebtedness must be Incurred in the ordinary course of business or consistent with past practice or (3) such Indebtedness does not, and is not reasonably expected to (as determined in good faith by the Board of Directors or an executive officer of the Parent in its sole and absolute discretion, which determination shall be made at the time of, and based on facts existing as of, the Incurrence of such Indebtedness) materially adversely affect the Company’s ability to make principal or interest payments on the Bonds (including by considering the use of any sources of capital that may be available to the Company or its Affiliates at any applicable times, the financing or refinancing of any Indebtedness of any Member of the Consolidated Group or other transactions deemed necessary or advisable), and (b)(1) any subsequent issuance or transfer of Capital Stock that results in any such Indebtedness being held by a Person other than the Parent, the Company or a Subsidiary of the Company and (2) any sale or other transfer of any such Indebtedness to a Person that is not either the Parent, the Company or a Subsidiary of the Company, will be deemed, in each case, to constitute an Incurrence of such Indebtedness by such Subsidiary that was not permitted by this clause (iii);
(iv)Indebtedness under any Interest Rate Protection Agreement or any Currency Rate Protection Agreement;
(v)Indebtedness (a) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, and (b) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed $300,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of

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drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amount;
(vi)Indebtedness of a Person existing at the time such Person becomes a Member of the Consolidated Group or is merged, consolidated or amalgamated with or into the Company or any other Member of the Consolidated Group (each, a “Transaction”) and not Incurred in contemplation of such Transaction, and Refinancings thereof that do not increase the amount of such Indebtedness (other than amounts included to pay costs of such Refinancing); provided that (x) such Transaction has been duly authorized by the Board of Directors of the Parent acting in good faith and (y) such Transaction does not, and is not reasonably expected to (as determined in good faith by the Board of Directors of the Parent in its sole and absolute discretion, which determination shall be made at the time of, and based on facts existing as of, the consummation of the Transaction) materially adversely affect the Company’s ability to make principal or interest payments on the Bonds (including by considering the use of any sources of capital that may be available to the Company or its Affiliates at any applicable times, the financing or refinancing of any Indebtedness of any Member of the Consolidated Group or other transactions deemed necessary or advisable);
(vii)Indebtedness (x) under Performance Guarantees and Performance Letters of Credit, and (y) with respect to letters of credit issued in the ordinary course of business;
(viii)Indebtedness Incurred by any Subsidiary Guarantor in an aggregate amount at any one time outstanding under this clause (viii) not to exceed the greater of (x) $1.1 billion and (y) 5.50% of Consolidated Net Tangible Assets measured at the time of Incurrence of any such Indebtedness and after giving effect to such Incurrence; provided that (i) such amounts shall be reduced by the aggregate principal amount of Existing Pari Passu Notes Incurred under clause (ii) above and outstanding as of such date of Incurrence and (ii) Indebtedness under this clause (viii) is unsecured unless the Bonds are equally and ratably secured with such Indebtedness;
(ix)Indebtedness of any Subsidiary that is subordinate in right of payment to the Bonds and the Guarantees and the Existing Pari Passu Notes and the guarantees thereof;
(x)Indebtedness Incurred to finance the acquisition, completion of construction and commencement of commercial operation, alteration, repair or improvement of any Drilling Rig or Drillship (including (x) the purchase of the Capital Stock of any entity whose assets consist primarily of Drilling Rigs and/or Drillships and/or other assets related thereto and (y) any Guarantees of the Revolving Credit Facility provided to permit the Incurrence of such Indebtedness thereunder); provided that the Indebtedness was Incurred prior to, at the time of or within 12 months after that event and the aggregate principal amount of such Indebtedness does not exceed 85% of the price of such acquisition, construction, alteration, repair or improvement;
(xi)Indebtedness Incurred by any Parent Company of the Subsidiary Guarantors (including, as of the Issue Date, Transocean Holdings 1 Limited, Transocean Holdings 2 Limited or Transocean Holdings 3 Limited) only for so long as (x) such Person is a Parent Company of the Subsidiary Guarantors and (y) such Indebtedness is unsecured; provided that if either (x) such Person ceases to be a Parent Company of the Subsidiary Guarantors or (y) such Indebtedness is secured, such Indebtedness would need to be permitted under another clause of this Section 4.04 other than pursuant to this clause (xi) or clause (xiii) below;
(xii)Indebtedness Incurred pursuant to Credit Facilities in an aggregate amount at any one time outstanding under this clause (xii) not to exceed the greater of (x) $1.4 billion and (y) 6.75% of Consolidated Net Tangible Assets, less the total Aggregate Debt outstanding at the time of such Incurrence (without double counting for Aggregate Debt Incurred under this clause (xii)),

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measured at the time of Incurrence of any such Indebtedness and after giving effect to such Incurrence; and
(xiii)any extension, renewal, refunding, replacement or refinancing (collectively, a “Refinancing”) of Indebtedness Incurred pursuant to Section 4.04(a)(i), (ii), (x) and this clause (xiii), provided, that: (x) such Refinancing Indebtedness will not exceed the principal amount of Indebtedness so refinanced plus an amount necessary to pay fees and expenses, including premiums, related to such Refinancing, (y) the scheduled maturity date thereof is not shortened (except to the extent such shortened maturity date is subsequent to the Maturity Date), any scheduled amortization of principal thereunder prior to the Maturity Date is not shortened and the interest rate per annum applicable thereto is not increased above the then prevailing market rates of interest for similar Indebtedness, and (z) no such Refinancing of Indebtedness may result in Indebtedness Incurred by a Subsidiary Guarantor or its Subsidiaries unless (1) such Subsidiary Guarantor or Subsidiary thereof was an obligor of the Indebtedness subject to Refinancing, (2) such Refinancing Indebtedness is expressly subordinated to the Bonds or (3) the Incurrence of such Indebtedness by such Subsidiary Guarantor or Subsidiary is otherwise permitted by any of clauses (i) through (xii) above.
(b)Indebtedness permitted by Section 4.04(a) need not be permitted solely by reference to one provision of Section 4.04(a) permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of Section 4.04(a) permitting such Indebtedness.  In the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described in Section 4.04(a), the Company shall be permitted, in its sole discretion, to divide, classify or reclassify all or a portion of such item of Indebtedness and only be required to include the amount of such Indebtedness in one of such clauses of Section 4.04(a).
(c)Indebtedness permitted by Section 4.04(a) shall only apply during such time as the Bonds are not rated Investment Grade by at least two of three of Moody’s, S&P or Fitch and no Default or Event of Default has occurred and is continuing under this Indenture.
Section 4.05Limitation on Sale and Lease Back Transactions. The Company shall not enter into any Sale and Leaseback Transaction covering any Drilling Rig or Drillship, nor permit any of its Subsidiaries so to do, unless either:
(a)the Company or such Subsidiary would be entitled to Incur Indebtedness, in a principal amount at least equal to the Value of such Sale and Leaseback Transaction, which is secured by Liens on the property to be leased (without equally and ratably securing the Outstanding Bonds) because such Liens would be of such character that no violation of the provisions of Section 4.03 would result, or
(b)the Company during the six months immediately following the effective date of such Sale and Leaseback Transaction causes to be applied to (A) the acquisition of any Drilling Rig or Drillship or (B) the voluntary retirement of Funded Debt (whether by redemption, defeasance, repurchase, or otherwise) an amount equal to the Value of such Sale and Leaseback Transaction.

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Section 4.06Future Guarantors.  
(a)Subject to the provisions of this Indenture, the Company shall cause that the Subsidiary Guarantors own, directly or indirectly, (i) assets comprising at least 85% of the revenue of the Consolidated Group with respect to the most recently completed fiscal year and (ii) Drilling Rigs and Drillships, whether in use, idle, or otherwise, the combined book value of which comprises at least 85% of the combined book value of all Drilling Rigs and Drillships of the Consolidated Group with respect to the most recently completed fiscal year.
(b)A Subsidiary of the Company that is not a Guarantor may become a Subsidiary Guarantor if it executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture as Appendix F, pursuant to which such Subsidiary will provide a Guarantee.
Section 4.07Restrictions on Transfer of Drilling Rigs and Drillships.  Without the written consent of the Holders of a majority in principal amount of the Outstanding Bonds, and in addition to the limitation set forth in Section 4.06 hereof, the Company shall not, and shall not permit any of its Subsidiaries to, transfer any Drilling Rig or Drillship (including, for the avoidance of doubt, any equity of a Subsidiary that directly or indirectly owns a Drilling Rig or Drillship) that as of the Issue Date or in the future is owned or leased by an Asset Holding Company Guarantor or its Subsidiaries to the Parent or its Subsidiaries unless the transferee is an Asset Holding Company Guarantor or its Subsidiary.
Section 4.08Ownership of the Company.  The Parent shall own (directly or indirectly) 100% of the Common Equity of the Company and the Subsidiary Guarantors.
Section 4.09Parent Share Covenants.
(a)(a)The Parent shall keep available at all times (i) conditional share capital to issue to and/or (ii) Parent Shares held in treasury by the Company or any of its Subsidiaries to deliver to, the Holders the full number of Parent Shares issuable or deliverable, as applicable, upon exchange of the Bonds, which shares shall not be subject by law to preemptive rights and in respect of which no contractual preemptive rights shall be granted.  The Parent shall cause the Person in whose name any Parent Shares shall be issuable upon exchange to be effectively treated as a stockholder of record of such Parent Shares for purposes of any dividends or distribution payable on the Parent Shares as of the close of business on the Business Day following the Exchange Date, in the case of Physical Settlement, or the Business Day following the end of the relevant Exchange Period, in the case of Cash Settlement or Combination Settlement, except as set forth in Section 11.05.
(b)The Parent shall not alter its share capital or amend its Articles if and to the extent such alteration or amendment would have the effect of preventing hindering or impairing the Holders’ right to exchange their Bonds for Parent Shares.
(c)The Parent hereby undertakes to and covenants with the Trustee that in the event of the Company failing to comply with its obligations pursuant to the settlement provisions of Section 11.02, the Parent will cause the Company to comply with such obligations.
Section 4.10Stay, Extension and Usury Laws.  Each of the Company and the Guarantors covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law that would prohibit or forgive the Company or the Guarantors from paying all or any portion of the principal of or interest on the Bonds as contemplated herein, wherever enacted, now or at any time hereafter in force, or that may affect the covenants or the performance of this Indenture; and each of the Company and the Guarantors (to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of

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any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

Section 4.11Waiver of Certain Covenants.  The Company may, with respect to any Bonds, omit in any particular instance to comply with any term, provision or condition set forth in this Indenture (other than to the extent expressly set forth in Section 9.02 hereof), if before the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Bonds shall either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and any Guarantor and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.

The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to waive compliance with any covenant or condition hereunder.  If a record date is fixed, the Holders of such record date, or their duly appointed agents, and only such Persons shall be entitled to waive any such compliance, whether or not such Holders remain Holders after such record date, provided that unless the Holders of at least a majority in aggregate principal amount of the Outstanding Bonds shall have waived such compliance prior to the date which is 90 days after such record date, any such waiver previously given shall automatically and without further action by any Holder be cancelled and of no further effect.

Section 4.12Compliance Certificate; Statements as to Defaults.  The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company (beginning with the fiscal year ending on December 31, 2021) an Officers’ Certificate stating (1) that a review has been conducted of the activities of the Company, its Subsidiaries and of the Guarantors and their respective performance under this Indenture and (2) that the Company and the Guarantors have fulfilled all obligations under this Indenture (such compliance to be determined without regard to any period of grace or requirement of notice provided under this Indenture) or specifying any Event of Default and the nature thereof and the action that the Company is taking or proposing to take in respect thereof.
Section 4.13Further Instruments and Acts.  Upon request of the Trustee, the Company or the Guarantors will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purposes of this Indenture.
Section 4.14Additional Amounts.
(a)All payments made by the Company, the Guarantors or on the Company’s or the Guarantors’ behalf under or with respect to the Bonds or the Guarantee (including deliveries of Parent Shares, Reference Property and payment of cash for any fractional share upon exchange) shall be made without deduction or withholding for any and all present and future withholding taxes, levies, imposts and charges (a “withholding tax”) imposed by or for the account of the Cayman Islands, Switzerland or any other jurisdiction in which any of the Company or any Guarantor is a resident for tax purposes or any political subdivision or taxing authority of such jurisdiction (the “Taxing Jurisdiction”), unless such withholding or deduction is required by law.  If such deduction or withholding is at any time required, the Company or the Guarantors, as applicable, will, to the fullest extent allowed by law (subject to compliance by the holder of a Bond with any relevant administrative requirements), pay additional amounts (the “Additional Amounts”) under the Bonds, including deliveries of Parent Shares, Reference Property and payment of cash for any fractional share upon exchange, in accordance with the terms of the Bonds and this Indenture, as may be necessary so that the net amounts paid to the holder or the Trustee after such deduction or withholding will equal the respective amounts that would have been received in respect of such payments

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in the absence of such withholding or deduction.  However, neither the Company nor the Guarantors will pay Additional Amounts in the following instances:
(i)if any withholding tax would not be payable or due but for the fact that (1) the Holder (or a fiduciary, settlor, beneficiary of, member or shareholder of, the Holder, if the holder is an estate, trust, partnership or corporation), is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or being physically present in, the Taxing Jurisdiction or otherwise having some present or former connection with the Taxing Jurisdiction other than the holding or ownership of the Bond or the collection of principal amount, Tax Event Repurchase Price, Change of Control Repurchase Price, Listing Failure Event Repurchase Price or of any other amount payable under the Bonds, in accordance with the terms of the Bonds and this Indenture, or the enforcement of the Bonds or (2) where presentation is required, the Bond was presented more than 30 days after the date such payment became due or was provided for, whichever is later;
(ii)if any withholding tax is attributable to any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, levy, impost or charge;
(iii)if any withholding tax is attributable to any tax, levy, impost or charge which is payable otherwise than by withholding from payment of principal amount, redemption price, repurchase price and interest (if any);
(iv)if any withholding tax would not have been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the relevant tax authority of the Holder or beneficial owner of the Bond, if this compliance is required by statute or by regulation as a precondition to relief or exemption from such withholding tax;
(v)to the extent a holder of a Bond is entitled to a refund or credit in such Taxing Jurisdiction of amounts required to be withheld by such Taxing Jurisdiction
(vi)if any withholding tax would not be payable but for a Tax Event and the Company has made a Tax Event Offer to Repurchase as contemplated by Article 12 of this Indenture;
(vii)if any withholding tax or deduction is required to be made in respect of any tax, duty, assessment or other governmental charge imposed or withheld pursuant to Sections 1471 through 1474 of the Code, as of the date hereof (or any amended or successor version), current or future U.S. Treasury Regulations issued thereunder or any official interpretation thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code;
(viii)if any withholding tax is required to be made in respect of payments made to Holders resident in Switzerland (including any Holders who fail to provide required certification, documentation or other information establishing residence outside of Switzerland) pursuant to laws enacted by Switzerland providing for the taxation of payments according to principles similar to those laid down in the draft legislation of the Swiss Federal Council of April 3, 2020, or otherwise changing the Swiss federal withholding tax system from an issuer-based system to a paying agent-based system to which a person other than the issuer is required to withhold tax on any interest payment; or
(ix)any combination of the above items.

In addition to the foregoing, the Company shall also pay and indemnify the Holder for any present or future stamp, stamp duty, stamp duty reserve tax, issue, registration, transfer, court or documentary taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest, additions to

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tax and other liabilities related thereto) that are levied by any Taxing Jurisdiction on the execution, delivery, issuance, or registration of any of the Bonds, the Guarantee, this Indenture or any other document or instrument referred to therein, or the receipt of any payments with respect to, or enforcement of, the Bonds.

(b)If the Company or any Guarantor becomes aware that the Company or any Guarantor will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Bonds or the Guarantee, the Company shall deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Company shall notify the Trustee promptly thereafter) notice stating the fact that Additional Amounts will be payable and the amount estimated to be so payable.  The notice must also set forth any other information reasonably necessary to enable the Trustee to pay Additional Amounts to Holders of the Bonds on the relevant payment date.  The Company shall provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts.  Neither the Trustee nor the Paying Agent shall at any time be under any duty or responsibility to any Holder of Bonds to determine Additional Amounts, or with respect to the nature, extent, or calculation of the amount of Additional Amounts owed, or with respect to the method employed in such calculation of Additional Amounts.
(c)The Company or any Guarantor, as appropriate, shall timely make all withholdings and deductions required by law and shall remit the full amount deducted or withheld to the relevant tax authority in accordance with applicable law.  The Company shall furnish to the Trustee (or to a Holder of the Bonds upon request), within a reasonable time after the date the payment of any taxes so deducted or withheld is made, certified copies of tax receipts evidencing payment by the Company or the Guarantors, as appropriate, or if receipts are not reasonably available, other evidence of payment reasonably satisfactory to the Trustee.
(d)Whenever in this Indenture there is mentioned, in any context, the delivery of Parent Shares or other Reference Property (together with payment of cash for any fractional shares), payment of amounts based upon the principal amount of the Bonds or of principal, interest, Tax Event Repurchase Price, Change of Control Repurchase Price, Listing Failure Event Repurchase Price or of any other amount payable under, or with respect to, any of the Bonds such mention shall be deemed to include the payment of Additional Amounts, if applicable.
(e)The obligations under this Section 4.14 shall survive any termination or discharge of the Indenture and shall apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Company or the Guarantors is organized, resident or doing business for tax purposes or any jurisdiction from or through which such Person or its paying agent makes any payment on the Bonds and, in each case, any department or political subdivision thereof or therein.
Section 4.15Required Information.
(a)The Company and the Guarantors shall file with the Trustee within 15 days after the same are required to be filed with the Commission, copies of any documents or reports that they are required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act).  Any such document or report that the Company or the Guarantors file with the Commission via the Commission’s EDGAR system shall be deemed to be filed with the Trustee for purposes of this Section 4.15(a) at the time such documents are filed via the EDGAR system.
(b)Delivery of such reports, documents and information to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Company’s or any Guarantor’s compliance with any of its covenants (as to which the

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Trustee is entitled to rely exclusively on Officers’ Certificates).  The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s or any Guarantor’s compliance with the terms of this Section 4.15 or the posting of any reports, documents and information on the EDGAR system or any website.
(c)The Company and the Guarantors shall also make available copies of all reports required by clauses (a) and (b) of this Section 4.14, if and so long as the Bonds are listed on a Listing Exchange and the rules and regulations of such Listing Exchange so require, to such Listing Exchange.
Section 4.16Listing. The Company shall effect as soon as practicable but in any event within four (4) months of the Issue Date, and shall use its commercially reasonable efforts to maintain, the listing of the Bonds on a Listing Exchange for so long as such Bonds are outstanding.

Article 5
Consolidation, Merger, Sale, Conveyance and Lease
Section 5.01Company and Parent May Consolidate, Etc. on Certain Terms.

None of the Company or the Parent shall, in any transaction or series of transactions, consolidate with, merge with or into or complete a scheme of arrangement qualifying as an amalgamation with any Person, or sell, lease, convey, transfer or otherwise dispose of all or substantially all of its assets to any Person, unless:

(a)either (i) the Company or the Parent, as the case may be, shall be the continuing Person or (ii) the Person (if other than the Company or the Parent) formed by such consolidation or into which the Company or the Parent, as the case may be, is merged or amalgamated, or to which such sale, lease, conveyance, transfer or other disposition is made (a “Successor Company”) (A) is an entity, validly organized and existing in good standing (to the extent the concept of good standing is applicable) under the laws of any state of the United States, the District of Columbia, the Cayman Islands, Bermuda, the British Virgin Islands, Cyprus, the Kingdom of the Netherlands, the Grand Duchy of Luxembourg, England, Scotland, Wales, Ireland, Switzerland, or any other jurisdiction that does not adversely affect the rights of any Holder under this Indenture in any material respect and (B) expressly assumes by supplemental indenture the due and punctual payment of the principal of, premium (if any) and interest on and any Additional Amounts with respect to all the Bonds and the performance of the Company’s or the Parent’s covenants and obligations, as applicable, under this Indenture and the Bonds;
(b)immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have occurred and be continuing or would result therefrom; and
(c)the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the transaction and such supplemental indenture (if any) comply with this Indenture.

For the avoidance of doubt, unless otherwise provided in a supplemental indenture or board resolution, the term “merger” includes an amalgamation under Cayman Islands law, and the term “all or substantially all of its assets”, with respect to the Company or the Parent, as applicable, shall be computed on a consolidated basis.

Section 5.02Successor Corporation to Be Substituted.  In case of any such consolidation, merger, combination, sale, conveyance, transfer, assignment or lease and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on

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all of the Bonds, the due and punctual delivery or payment, as the case may be, of any consideration due upon exchange of the Bonds and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company and the Parent, as applicable, such Successor Company (if not the Company or a Parent, as applicable) shall succeed to and, except in the case of a lease of all or substantially all of the Company’s or the Parent’s properties and assets, shall be substituted for the Company or the Parent, as applicable, with the same effect as if it had been named herein as the party of the first part.  Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Company or the Parent, as applicable, any or all of the Bonds issuable hereunder and the related Guarantee which theretofore shall not have been signed by the Company or the Parent, as applicable, and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company or the Parent, as applicable, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Bonds that previously shall have been signed and delivered by the Officers of the Company or the Parent, as applicable, to the Trustee for authentication, and any Bonds or the related Guarantee, as applicable, that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose.  All the Bonds so issued, and the related Guarantee, as applicable, shall in all respects have the same legal rank and benefit under this Indenture as the Bonds and the related Guarantee, as applicable, theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Bonds had been issued and the related Guarantee has been executed, as applicable, at the date of the execution hereof.  In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this Article 5 the Person named as the “Company” or a “Parent” in the first paragraph of this Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 5) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Bonds or the Guarantee, as applicable, and from its obligations under this Indenture, the Bonds or the Guarantee, as applicable.  In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Bonds thereafter to be issued or the Guarantee thereafter to be executed as may be appropriate.
Article 6
Defaults and Remedies
Section 6.01Events of Default.  Each of the following events shall be an “Event of Default” with respect to the Bonds:
(a)the Company or any Guarantor defaults in the payment of interest on any Bond when the same becomes due and payable and the Default continues for a period of 30 days;
(b)the Company or any Guarantor defaults in the payment of the principal (including the Tax Event Repurchase Price, the Change of Control Repurchase Price or the Listing Failure Event Repurchase Price, if applicable) of, or premium on, any Bond when the same becomes due and payable (whether at maturity, upon required repurchase, upon declaration of acceleration or otherwise);
(c)the Company or any Guarantor fails to comply with their respective obligations to exchange the Bonds in accordance with this Indenture upon exercise of a Holder’s exchange right;
(d)the Company or any Guarantor fails to make an offer in connection with a Fundamental Change or Tax Event in accordance with Section 12.01;
(e)the Company or any Guarantor fails to comply with any covenant or agreement in this Indenture in respect of the Bonds or the Guarantee, and such default or breach is continued for 90 days after there has been given to the Company a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder by the Trustee or to the


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