​

​

Article 1 Definitions and Incorporation by Reference‌1

Section 1.01 Definitions‌1

Section 1.02 Other Definitions‌15

Section 1.03 Rules of Construction‌15

Section 1.04 Agent for Service; Submission to Jurisdiction; Waiver of Immunities‌15

Section 1.05 Currency‌16

Section 1.06 No Incorporation by Reference of Trust Indenture Act‌16

Article 2 The Bonds‌16

Section 2.01 Form and Dating‌16

Section 2.02 Execution, Authentication and Delivery of Bonds‌16

Section 2.03 Bond Registrar, Paying Agent and Exchange Agent‌17

Section 2.04 Paying Agent to Hold Money in Trust‌17

Section 2.05 Lists of Holders of Bonds‌18

Section 2.06 Exchange and Registration of Transfer of Bonds; Restrictions on Transfer‌18

Section 2.07 Replacement Bonds‌19

Section 2.08 Outstanding Bonds‌19

Section 2.09 Temporary Bonds‌20

Section 2.10 Cancellation‌20

Section 2.11 Defaulted Amounts‌20

Section 2.12 CUSIP Numbers‌20

Section 2.13 Additional Bonds; Repurchases‌20

Article 3 Optional Redemption‌21

Section 3.01 No Optional Redemption‌21

Section 3.02 Open Market Repurchase‌21

Article 4 Covenants‌21

Section 4.01 Payment of Principal and Interest‌21

Section 4.02 Existence‌21

Section 4.03 Limitation on Liens‌21

Section 4.04 Limitation on Subsidiary Indebtedness‌23

Section 4.05 Limitation on Sale and Lease Back Transactions‌25

Section 4.06 Future Guarantors‌26

Section 4.07 Restrictions on Transfer of Drilling Rigs and Drillships‌26

Section 4.08 Ownership of the Company‌26

Section 4.09 Parent Share Covenants‌26

Section 4.10 Stay, Extension and Usury Laws‌26

Section 4.11 Waiver of Certain Covenants‌27

Section 4.12 Compliance Certificate; Statements as to Defaults‌27

Section 4.13 Further Instruments and Acts‌27

Section 4.14 Additional Amounts‌27

Section 4.15 Required Information‌29

Section 4.16 Listing‌30

​

​

Article 5 Consolidation, Merger, Sale, Conveyance and Lease‌30

Section 5.01 Company and Parent May Consolidate, Etc. on Certain Terms‌30

Section 5.02 Successor Corporation to Be Substituted‌30

Article 6 Defaults and Remedies‌31

Section 6.01 Events of Default‌31

Section 6.02 Acceleration; Rescission and Annulment‌33

Section 6.03 Collection of Indebtedness and Suits for Enforcement by Trustee‌34

Section 6.04 Trustee May File Proofs of Claim‌34

Section 6.05 Trustee May Enforce Claims Without Possession of Bonds‌35

Section 6.06 Application of Money Collected‌35

Section 6.07 Limitation on Suits‌35

Section 6.08 Unconditional Contractual Right of Holders to Receive Principal, Premium and Interest‌36

Section 6.09 Restoration of Rights and Remedies‌36

Section 6.10 Rights and Remedies Cumulative‌36

Section 6.11 Delay or Omission Not Waiver‌36

Section 6.12 Control by Holders‌36

Section 6.13 Waiver of Past Defaults‌37

Section 6.14 Undertaking for Costs‌37

Section 6.15 Waiver of Stay or Extension Laws‌38

Article 7 Concerning the Trustee‌38

Section 7.01 Duties of Trustee‌38

Section 7.02 Rights of Trustee‌39

Section 7.03 Individual Rights of Trustee‌40

Section 7.04 Trustee’s Disclaimer‌41

Section 7.05 Notice of Defaults‌41

Section 7.06 Compensation and Indemnity‌41

Section 7.07 Replacement of Trustee‌41

Section 7.08 Successor Trustee by Merger‌42

Section 7.09 Corporate Trustee Required; Eligibility‌42

Section 7.10 Monies and Parent Shares to Be Held in Trust‌43

Article 8 Satisfaction and Discharge‌43

Section 8.01 Satisfaction and Discharge‌43

Article 9 Amendment, Supplement and Waiver‌43

Section 9.01 Supplemental Indentures Without Consent of Holders‌43

Section 9.02 Supplemental Indentures with Consent of Holders‌44

Section 9.03 Execution of Supplemental Indentures‌45

Section 9.04 Effect of Supplemental Indentures‌45

Section 9.05 Reference in Bonds to Supplemental Indentures‌45

Section 9.06 Notice of Supplemental Indentures‌45

Article 10 Guarantee‌46

Section 10.01 Guarantees‌46

Section 10.02 Limitation on Liability‌47

​

​

Section 10.03 Successors and Assigns‌47

Section 10.04 No Waiver‌48

Section 10.05 Modification‌48

Section 10.06 Release of Subsidiary Guarantor‌48

Section 10.07 Contribution‌48

Section 10.08 Execution and Delivery‌49

Article 11 Exchange of Bonds‌49

Section 11.01 Exchange Privilege.‌49

Section 11.02 Exchange Procedure; Settlement Upon Exchange.‌49

Section 11.03 Increased Exchange Rate Applicable to Bonds Surrendered in Connection with Fundamental Changes.‌53

Section 11.04 Increased Exchange Rate Applicable to Bonds Surrendered in Connection with a Tax Event.‌54

Section 11.05 Adjustment of Exchange Rate‌54

Section 11.06 Adjustments of Prices‌61

Section 11.07 Effect of Recapitalizations, Reclassifications and Changes of the Parent Shares‌61

Section 11.08 Certain Covenants‌62

Section 11.09 Responsibility of Trustee‌63

Section 11.10 Notice to Holders Prior to Certain Actions‌63

Section 11.11 Stockholder Rights Plans‌64

Section 11.12 Parent Shares‌64

Article 12 Repurchase of Bonds Upon a Fundamental Change or Tax Event‌64

Section 12.01 Repurchase at Option of Holders Upon a Fundamental Change or Tax Event‌64

Section 12.02 Withdrawal of Repurchase Notice‌68

Section 12.03 Deposit of Tax Event Repurchase Price, Change of Control Repurchase Price and Listing Failure Event Repurchase Price‌69

Section 12.04 Covenant to Comply with Applicable Laws Upon Repurchase of Bonds‌69

Article 13 Miscellaneous Provisions‌70

Section 13.01 Notices‌70

Section 13.02 Certificate and Opinion as to Conditions Precedent‌71

Section 13.03 Statements Required in Certificate or Opinion‌71

Section 13.04 Rules by Trustee, Exchange Agent, Paying Agent and Bond Registrar‌71

Section 13.05 Legal Holidays‌71

Section 13.06 Governing Law‌71

Section 13.07 No Recourse Against Others‌71

Section 13.08 Successors‌71

Section 13.09 Multiple Originals‌72

Section 13.10 Table of Contents; Headings‌72

Section 13.11 Waiver of Jury Trial‌72

Section 13.12 U.S.A. Patriot Act‌72

Section 13.13 Calculations‌72

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

and the order or decree remains unstayed and in effect for 90 days;

Upon the occurrence of an Event of Default pursuant to this Section 6.01 with respect to Bonds all or part of which is represented by a Global Bond, a record date shall automatically and without any other action taken by any Person be set for the purpose of determining the Holders of Outstanding Bonds entitled to join in any Notice of Default, which record date shall be the close of business on the day the Trustee shall have received such Notice of Default.  The Holders of Outstanding Bonds on such record date (or their duly appointed agents), and only such Persons, shall be entitled to join in such Notice of Default, whether or not such Holders remain Holders after such record date; provided that, unless such Notice of Default shall have become effective by virtue of Holders of the requisite principal amount of Outstanding Bonds on such record date (or their duly appointed agents) having joined in such Notice of Default prior to the day which is 90 days after such record date, such Notice of Default shall automatically and without any action by any Person be cancelled and of no further effect.  Nothing in this paragraph shall prevent a Holder (or duly appointed agent thereof) from giving, before or after expiration of such 90-day period, a Notice of Default contrary to or different from a Notice of Default previously given by a Holder, or from giving, after the expiration of such period, a Notice of Default identical to a Notice of Default that has been cancelled

​

​

pursuant to the proviso to the preceding sentence, in any of which events a record date in respect thereof shall be set pursuant to the provisions of this Section 6.01.

No such rescission shall affect any subsequent default or impair any right consequent thereon.

​

​

the Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of such Bonds, the whole amount then due and payable on such Bonds for principal (and premium, if any) and interest, if any, and, to the extent that payment of such interest shall be legally enforceable, interest on any Defaulted Amounts (and premium, if any) and on any overdue interest, at the rate or rates prescribed therefor in such Bonds, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name, as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor upon such Bonds and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Bonds, wherever situated.

If an Event of Default with respect to Bonds occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Bonds by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

​

​

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payment to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.06.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Bonds or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

FIRST:  To the payment of all amounts due the Trustee (acting in any capacity) under Section 7.06;

SECOND:  To the payment of the amounts then due and unpaid for principal of (and premium, if any, including, if applicable, the payment of the Tax Event Repurchase Price, the Change of Control Repurchase Price or the Listing Failure Event Repurchase Price) and interest, if any, on the Bonds in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Bonds for principal (and premium, if any, including, if applicable, the payment of the Tax Event Repurchase Price, the Change of Control Repurchase Price or the Listing Failure Event Repurchase Price) and interest, if any, respectively; and

THIRD:  The balance, to the Person or Persons entitled thereto.

​

​

it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not any such use by a Holder prejudices the rights of any other Holders or obtains preference or priority over such other Holders).

​

​

(2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.  Subject to Section 7.01, prior to taking any action hereunder, the Trustee is entitled to indemnification satisfactory to it against all loss, liability and expense caused by taking or not taking such action.

Upon receipt by the Trustee of any such direction with respect to Bonds all or part of which is represented by a Global Bond, a record date shall automatically and without any further action by any Person be set for the purpose of determining the Holders of Outstanding Bonds entitled to join in such direction, which record date shall be the close of business on the day the Trustee shall have received such direction.  The Holders of Outstanding Bonds on such record date (or their duly appointed agents), and only such Persons, shall be entitled to join in such direction, whether or not such Holders remain Holders after such record date; provided that, unless such direction shall have become effective by virtue of Holders of the requisite principal amount of Outstanding Bonds on such record date (or their duly appointed agents) having joined therein on or prior to the 90th day after such record date, such direction shall automatically and without any action by any Person be cancelled and of no further effect.  Nothing in this paragraph shall prevent a Holder (or a duly appointed agent of a Holder) from giving, before or after the expiration of such 90-day period, a direction contrary to or different from a direction previously given by a Holder, or from giving, after the expiration of such period, a direction identical to a direction that has been cancelled pursuant to the proviso to the preceding sentence, in any of which events a new record date in respect thereof shall be set pursuant to the provisions of this Section 6.12.

The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to waive any past Default or Event of Default hereunder.  If a record date is fixed, the Holders on such record date (or their duly designated agents), and only such Persons, shall be entitled to waive any such default hereunder, whether or not such Holders remain Holders after such record date; provided, that unless such majority in principal amount shall have been obtained 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.

Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

​

​

and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 6.14 shall not apply to any suit instituted by the Company, to any suit instituted by the Trustee, to any suit instituted by any Holder or group of Holders holding in the aggregate more than 25% in aggregate principal amount of the Outstanding Bonds, or to any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any, including, if applicable, the payment of the Tax Event Repurchase Price, the Change of Control Repurchase Price or the Listing Failure Event Repurchase Price) or interest on any Bond on or after the Maturity Date expressed in such Bond.

​

​

​

​

​

​

To secure the Company’s and the Guarantors’ payment obligations in this Section 7.06, the Trustee shall have a lien prior to the Bonds on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Bonds.

The Company’s and the Guarantors’ payment obligations pursuant to this Section 7.06 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee.  When the Trustee incurs expenses after the occurrence of a Default specified in Section 6.01(g) or (h) with respect to the Company, the expenses are intended to constitute expenses of administration under any Bankruptcy Law or any similar federal, provincial, territorial or state law for the relief of debtors.

​

​

If the Trustee resigns or is removed by the Company, or is removed by the Holders of a majority in principal amount of the Bonds and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company.  Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture.  The successor Trustee shall mail a notice of its succession to Holders of the Bonds.  The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.06.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the Company’s expense) or the Holders of 10% in principal amount of the Bonds may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 7.09, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

Notwithstanding the replacement of the Trustee pursuant to this Section 7.07, the Company’s obligations under Section 7.06 shall continue for the benefit of the retiring Trustee.

​

​

​

​

Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Company, the Guarantors and the Trustee without the consent of the Holders of any of the Bonds at the time Outstanding, notwithstanding any of the provisions of Section 9.02.

​

​

It shall not be necessary to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if the substance thereof shall be approved.

​

​

obligation to determine whether or not the supplemental indenture has been so filed. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or waiver under this Article 9.

Each Guarantor of Bonds waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment.  Each Guarantor of Bonds waives notice of any default under the Bonds or the Guaranteed Obligations.  The obligations of each Guarantor hereunder of Bonds shall not be affected by (1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Guarantor) under this Indenture with respect to the Bonds or any other agreement or otherwise; (2) any extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture with respect to the Bonds or any other agreement; (4) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (5) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6) except as set forth in Section 10.06, any change in the ownership of such Guarantor.

Each Guarantor of Bonds further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any Bond held for payment of the Guaranteed Obligations.

Except as expressly set forth in Sections 8.01, 10.02 and 10.06, the obligations of each Guarantor of Bonds hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise.  Without limiting the generality of the foregoing, the obligations of each Guarantor of Bonds herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture with respect to the Bonds or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or

​

​

might in any manner or to any extent vary the risk of such Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity.

Each Guarantor of Bonds further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise.

In furtherance of the foregoing and not in limitation of any other right which any Holder of Bonds or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee.

Each Guarantor of Bonds agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Article 6 for the purposes of such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section 10.01.

Each Guarantor of Bonds also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01.

​

​

or assignment of rights by any Holder or the Trustee, the rights and privileges conferred upon that party in this Indenture and in the Bonds shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture.

provided, however, that in the case of clauses (i) and (ii) above, such sale or other disposition is made to a Person other than the Company or an Affiliate of the Company and such sale or disposition is otherwise permitted by this Indenture.  Such release shall be effective regardless of whether the Bonds maintain an Investment Grade.

​

​

Subject to and upon compliance with the provisions of this Article 11, each Holder of a Bond shall have the right, at such Holder’s option, to surrender all or any portion (if the portion to be exchanged is $1,000 principal amount or an integral multiple thereof) of such Bond at any time prior to the close of business on the second Business Day immediately preceding the Maturity Date in exchange for Parent Shares and/or cash, as determined by the Company pursuant to Section 11.02(k), at an initial exchange rate of 190.4762 of Parent Shares per $1,000 principal amount of Bonds, which represents an initial Exchange Price of approximately $5.25 per Parent Share (subject to adjustment as provided in this Article 11, the “Exchange Rate”); provided that the number of Parent Shares resulting from an exchange shall be rounded down to the nearest whole Parent Share, and the Company shall pay cash to such Holder in lieu of fractional shares (subject to, and in accordance with, the settlement provisions of Section 11.02 (the “Exchange Obligation”)).

The Exchange Obligation with respect to Bonds surrendered for exchange by a given Holder on a given Exchange Date shall be computed on the basis of the aggregate principal amount of the Bonds (or specified portions thereof to the extent permitted thereby) so surrendered or, in the case of any Global Bond, in accordance with the Applicable Procedures.

All exchanges occurring on or after November 7, 2025 shall be settled using the same Settlement Method.  Prior to November 7, 2025, the Company shall use the same Settlement Method for all exchanges occurring on the same Exchange Date, but the Company shall not have any obligation to use the same Settlement Method with respect to exchanges that occur on different Exchange Dates.  

​

If the Company elects a Settlement Method, the Company shall notify Holders so exchanging of such Settlement Method through the Trustee, no later than the close of business on the Business Day immediately following the related Exchange Date (or, in the case of any exchanges occurring on or after November 7, 2025, no later than the close of business on the Business Day immediately preceding November 7, 2025).  If the Company does not timely elect a Settlement Method, the Company shall no longer have the right to elect Cash Settlement or Physical Settlement, and the Company shall be deemed to have elected Combination Settlement in respect of its Exchange Obligation, and the Specified Dollar Amount per $1,000 principal amount of Bonds shall be deemed to be $1,000. If the Company elects Combination Settlement but does not notify exchanging Holders of the Specified Dollar Amount per $1,000 principal amount of Bonds on or prior to the close of business on the Business Day immediately following the related Exchange Date, such Specified Dollar Amount will be deemed to be $1,000. The Company may from time to time change the default Settlement Method by written notice to the Holders and the Trustee (and if different, the Exchange Agent).

​

The Settlement Amount shall be computed as follows:

​

​

​

TEER= OER multiplied by (1 +(EP x (c/t))), where

​

​

​

where,

ER₀ = the Exchange Rate in effect immediately prior to the close of business on the Record Date of such dividend or distribution, or immediately prior to the open of business on the date of such share split or share combination, as applicable;

ER’ = the Exchange Rate in effect immediately after the close of business on such Record Date or date of such share split or share combination, as applicable;

OS₀ = the number of shares of Parent Shares outstanding immediately prior to such share split or share combination, as applicable; and

OS’ = the number of Parent Shares that would be outstanding immediately after giving effect to such dividend, distribution, share split or share combination.

Any adjustment made under this Section 11.05(a) shall become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the date for such share split or share combination, as applicable.  If any dividend or distribution of the type described in this Section 11.05(a) is declared but not so paid or made, the Exchange Rate shall be immediately readjusted, effective as of the date the Parent’s Board of Directors determines not to pay such dividend or distribution, to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared.

​

where,

ER₀ = the Exchange Rate in effect immediately prior to the close of business on the Record Date for such issuance;

ER’ = the Exchange Rate in effect immediately after the close of business on such Record Date;

OS₀ = the number of Parent Shares outstanding immediately prior to the close of business on such Record Date;

X = the total number of Parent Shares issuable pursuant to such rights, options or warrants; and

Y = the number of Parent Shares equal to quotient of the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Last Reported Sale Prices of the Parent Shares over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of the issuance of such rights, options or warrants.

​

​

Any increase made under this Section 11.05(b) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the close of business on the Record Date for such issuance.  To the extent that Parent Shares are not delivered after the expiration of such rights, options or warrants, the Exchange Rate shall be decreased to be the Exchange Rate that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of Parent Shares actually delivered.  If such rights, options or warrants are not so issued, the Exchange Rate shall be decreased to the Exchange Rate that would then be in effect if such Record Date for such issuance had not occurred.

For purposes of this Section 11.05(b), in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase Parent Shares at less than such average of the Last Reported Sale Prices of the Parent Shares for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance, and in determining the aggregate offering price of such Parent Shares, there shall be taken into account any consideration received by the Parent for such rights, options or warrants and any amount payable on exercise or exchange thereof, the value of such consideration, if other than cash, to be determined by the Parent’s Board of Directors.

​

where,

ER₀ = the Exchange Rate in effect immediately prior to the close of business on the Record Date for such distribution;

ER’ = the Exchange Rate in effect immediately after the close of business on such Record Date;

SP₀ = the average of the Last Reported Sale Prices of Parent Shares over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and

FMV = the fair market value (as determined by the Parent’s Board of Directors) of the Distributed Property with respect to each outstanding Parent Shares on the Ex-Dividend Date for such distribution.

Any increase made under the portion of this Section 11.05(c) above shall become effective immediately after the close of business on the Record Date for such distribution.  If such distribution is not so paid or made, the Exchange Rate shall be decreased to the Exchange Rate that would then be in effect if such distribution had not been declared.  Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP₀” (as defined above), in lieu of the foregoing increase, each Holder of a Bond shall receive, in respect of each $1,000 principal amount thereof, at the same time and upon the same terms as holders of Parent Shares receive the Distributed Property, the amount and kind of Distributed Property such Holder would have received if such Holder owned a number of Parent Shares equal to the Exchange Rate in effect on the Ex-Dividend Date for the distribution.

​

​

With respect to an adjustment pursuant to this Section 11.05(c) where there has been a payment of a dividend or other distribution on the Parent Shares or shares of Capital Stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit of the Parent, that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange (a “Spin-Off”), the Exchange Rate shall be increased based on the following formula:

​

where,

ER₀ = the Exchange Rate in effect immediately prior to the close of business on the Record Date for the Spin-Off;

ER’ = the Exchange Rate in effect immediately after the close of business on the Record Date for the Spin-Off;

FMV₀ = the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of Parent Shares applicable to one Parent Share (determined by reference to the definition of Last Reported Sale Price as set forth in Section 1.01 as if references therein to Parent Shares were to such Capital Stock or similar equity interest) over the first 10 consecutive Trading Day period after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”); and

MP₀ = the average of the Last Reported Sale Prices of the Parent Shares over the Valuation Period.

The increase to the Exchange Rate under the preceding paragraph shall occur at the close of business on the Record Date for the Spin-Off (provided that if the settlement of any Exchange Obligation would otherwise be required at a time at which data required for calculation of the amount of any increase pursuant to this Section 11.05(c) is not yet available, such settlement may be delayed until promptly following the time at which such data becomes available); provided that if the relevant Exchange Date (in the case of Physical Settlement) or the final day of the related Exchange Period (in the case of Cash Settlement or Combination Settlement) occurs during the Valuation Period, references to “10” in the preceding paragraph shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the Ex-Dividend Date of such Spin-Off to, and including, the Exchange Date in determining the Exchange Rate.

For purposes of this Section 11.05(c) (and subject in all respect to Section 11.11), rights, options or warrants distributed by the Parent to all holders of Parent Shares entitling them to subscribe for or purchase shares of the Parent’s Capital Stock, including Parent Shares (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”):  (i) are deemed to be transferred with such Parent Shares; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of the Parent Shares, shall be deemed not to have been distributed for purposes of this Section 11.05(c) (and no adjustment to the Exchange Rate under this Section 11.05(c) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Exchange Rate shall be made under this Section 11.05(c).  If any such right, option or warrant, including any such existing rights, options or warrants distributed prior to the date of this Indenture, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and Record Date with respect to new rights, options or warrants with such rights (in which case the existing rights, options or warrants shall be deemed to terminate and expire on such date without exercise by any of the holders thereof).  In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event (of the type described in the immediately preceding sentence) with respect thereto that was

​

​

counted for purposes of calculating a distribution amount for which an adjustment to the Exchange Rate under this Section 11.05(c) was made, (1) in the case of any such rights, options or warrants that shall all have been purchased without exercise by any holders thereof, upon such final purchase (x) the Exchange Rate shall be readjusted as if such rights, options or warrants had not been issued and (y) the Exchange Rate shall then again be readjusted to give effect to such distribution, deemed distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share purchase price received by a holder or holders of Parent Shares with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all holders of Parent Shares as of the date of such purchase, and (2) in the case of such rights, options or warrants that shall have expired or been terminated without exercise by any holders thereof, the Exchange Rate shall be readjusted as if such rights, options and warrants had not been issued.

For purposes of Section 11.05(a), Section 11.05(b) and this Section 11.05(c), if any dividend or distribution to which this Section 11.05(c) is applicable also includes one or both of:

​

where,

ER₀ = the Exchange Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution;

ER’ = the Exchange Rate in effect immediately after the close of business on the Record Date for such dividend or distribution;

SP₀ = the Last Reported Sale Price of Parent Shares on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution; and

C = the amount in cash per share the Parent distributes to all or substantially all holders of Parent Shares.

Any increase pursuant to this Section 11.05(d) shall become effective immediately after the close of business on the Record Date for such dividend or distribution.  If such dividend or distribution is not so paid, the Exchange Rate shall be decreased, effective as of the date the Parent’s Board of Directors

​

​

determines not to make or pay such dividend or distribution, to be the Exchange Rate that would then be in effect if such dividend or distribution had not been declared.  Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP₀” (as defined above), in lieu of the foregoing increase, each Holder of a Bond shall receive, for each $1,000 principal amount of Bonds, at the same time and upon the same terms as holders of Parent Shares, the amount of cash that such Holder would have received if such Holder owned a number of Parent Shares equal to the Exchange Rate on the Ex-Dividend Date for such cash dividend or distribution.

​

where,

ER₀ = the Exchange Rate in effect immediately prior to the open of business on the Trading Day immediately following the Trading Day next succeeding the date such tender or exchange offer expires;

ER’ = the Exchange Rate in effect immediately after the open of business on the Trading Day immediately following the Trading Day next succeeding the date such tender or exchange offer expires;

AC = the aggregate value of all cash and any other consideration (as determined by the Parent’s Board of Directors) paid or payable for Parent Shares purchased or exchanged in such tender or exchange offer;

OS₀ = the number of Parent Shares outstanding immediately prior to the date such tender or exchange offer expires (prior to giving effect to the purchase of all Parent Shares accepted for purchase or exchange in such tender or exchange offer);

OS’ = the number of Parent Shares outstanding immediately after the date such tender or exchange offer expires (after giving effect to the purchase of all Parent Shares accepted for purchase or exchange in such tender or exchange offer);

SP = the average of the Last Reported Sale Prices of the Parent Shares over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date such tender or exchange offer expires; and

SP’ = the average of the Last Reported Sale Prices of the Parent Shares over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offer expires.

The increase to the Exchange Rate under this Section 11.05(e) shall occur at the open of business on the Trading Day immediately following the Trading Day next succeeding the date such tender or exchange offer expires (provided that if the settlement of any Exchange Obligation would otherwise be required at a time at which data required for calculation of the amount of any increase pursuant to this Section 11.05(e) is not yet available, such settlement may be delayed until promptly following the time at which such data becomes available); provided that if the relevant Exchange Date occurs during the 10 Trading Days immediately following, and including, the Trading Day next succeeding the Expiration Date,

​

​

references to “10” or “10th” in the preceding paragraph shall be deemed replaced with such lesser number of Trading Days as have elapsed between the date that such tender or exchange offer expires and the Exchange Date in determining the Exchange Rate as of such Trading Day.  For the avoidance of doubt, for purposes of this subsection (e), the term “tender offer” is used as such term is used in the Exchange Act and the term “exchange offer” means an exchange offer that constitutes a tender offer.

If the Share Exchange Event causes the Parent Shares to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election), then (i) the Reference Property into which the Bonds will be exchangeable shall be deemed to be (x) the weighted average of the types and amounts of consideration received by the holders of Parent Shares that affirmatively make such an election or (y) if no holders of Parent Shares affirmatively make such an election, the types and amounts of consideration actually received by the holders of Parent Shares, and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Parent Share.  The Parent shall notify Holders, the Trustee and the Exchange Agent (if other than the Trustee) of such weighted average as soon as practicable after such determination is made.

To the extent that the Bonds become exchangeable into the right to receive cash pursuant to this Section 11.07, interest will not accrue on such cash.

Such supplemental indenture described in the third immediately preceding paragraph shall provide for anti-dilution and other adjustments that shall be as nearly equivalent as is possible to the adjustments provided for in this Article 11.  If, in the case of any Share Exchange Event, the Reference Property includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the Parent or the successor or purchasing Person, as the case may be, in such Share Exchange Event, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders of the Bonds as the Parent’s Board of Directors shall reasonably consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in Article 12.

then, in each case (unless notice of such event is otherwise required pursuant to another provision of this Indenture), the Company or the Guarantors shall cause to be filed with the Trustee and the Exchange Agent (if other than the Trustee) and to be delivered to each Holder, as promptly as possible but in any event at least 20 days prior to the applicable date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of such action by such Guarantor or one of its Subsidiaries or, if a record is not to be taken, the date as of which the holders of Parent Shares of record are to be determined for the purposes of such action by such Guarantor or one of its Subsidiaries, or (ii) the date on which such Share Exchange Event, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Parent Shares of record shall be entitled to exchange their

​

​

Parent Shares for securities or other property deliverable upon such Share Exchange Event, dissolution, liquidation or winding-up.  Failure to give such notice, or any defect therein, shall not affect the legality or validity of such action by any Guarantor or one of its Subsidiaries, Share Exchange Event, dissolution, liquidation or winding-up.

​

​

and (y) the Company provides notice (a “Tax Event Company Notice”) to all Holders of Bonds and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) no less than 20, and no more than 60, days prior to the earliest date on which the Company or any Guarantor would be obliged to withhold tax resulting from the amendment or change described in clause (A) or (B) were a payment in respect of the Bonds then due that it is designating such amendment or change as a Tax Event.

​

​

The Repurchase Notice in respect of any Bonds to be repurchased shall state:

Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 12.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the Business Day immediately preceding the Tax Event Repurchase Date or Fundamental Change Repurchase Date, as applicable, by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 12.02.

The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof.

Notwithstanding anything herein to the contrary, if a Holder does not elect to exchange, or cause repurchase of, its Bonds following a Tax Event, none of the Guarantors nor the Company will be required to pay Additional Amounts with respect to payments made in respect of such Bonds following the Tax Event Repurchase Date, and all subsequent payments in respect of such Bonds will be reduced by any tax required to be withheld or deducted under the laws of a relevant Taxing Jurisdiction.  The obligation to pay Additional Amounts to any such Holder for payments made on or in periods prior to the Tax Event Repurchase Date shall remain subject to the exceptions set forth under Section 4.14.

​

​

​

​

No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Bonds pursuant to this Section 12.01.

At the Company’s written request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided that, in all cases, the Company shall provide the Trustee with an Officer’s Certificate delivered three Business Days prior to notification of the Holders (unless the Trustee consents to a shorter period) and the text of such Fundamental Change Company Notice or Tax Event Company Notice, as applicable, shall be prepared by the Company.

provided that if the Bonds are Global Bonds, the notice must comply with the Applicable Procedures.

​

​

in each case, so as to permit the rights and obligations under this Article 12 to be exercised in the time and in the manner specified in this Article 12.

​

​

if to the Company or any Guarantor:

Transocean Inc.

36C Dr. Roy’s Drive

Grand Cayman, KY-1003

Cayman Islands

Attention of:  President

if to the Trustee:

Wells Fargo Bank, National Association

CTSO Mail Operations

Attn: Patrick Giordano

MAC: N9300-070

600 South 4th Street, 7th Floor

Minneapolis, MN 55415

​

The Company, any Guarantor or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.

Any notice or communication mailed (or, in the case of Global Bonds, sent to the Depositary pursuant to Applicable Procedures) to a Holder shall be sent to the Holder at the Holder’s address as it appears on the registration books of the Bond Registrar and shall be sufficiently given if so sent within the time prescribed.

Failure to mail or otherwise send a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.  If a notice or communication is sent in the manner provided above, it is duly given, whether or not the addressee receives it.

The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods; provided, however, that (a) the party providing such written instructions, subsequent to such transmission of written instructions, shall provide the originally executed instructions or directions to the Trustee in a timely manner, and such originally executed instructions or directions shall be signed by an authorized representative of the party providing such instructions or directions.  If the party elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling.  The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction.  The party providing

​

​

electronic instructions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third parties.

​

​

​

​

Remainder of page intentionally left blank

​

​

​

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the date first written above.

TRANSOCEAN INC., as Issuer

By: /s/ Colin Berryman​ ​​ ​​ ​

Name:Colin Berryman

Title:President

TRANSOCEAN LTD., as Guarantor

By: /s/ Sandro Thoma​ ​​ ​​ ​

Name:Sandro Thoma

Title:Corporate Secretary

TRANSOCEAN HOLDINGS 1 LIMITED, as Guarantor

By: /s/ Colin Berryman​ ​​ ​​ ​

Name:Colin Berryman

Title:President

TRANSOCEAN HOLDINGS 2 LIMITED, as Guarantor

By: /s/ Colin Berryman​ ​​ ​​ ​

Name:Colin Berryman

Title:President

TRANSOCEAN HOLDINGS 3 LIMITED, as Guarantor

By: /s/ Colin Berryman​ ​​ ​​ ​

Name:Colin Berryman

Title:President

​

[Signature Page to Exchangeable Bonds Indenture]

​

TRANSOCEAN ASSET HOLDINGS 1 LIMITED, as Guarantor

By: /s/ Colin Berryman​ ​​ ​​ ​

Name:Colin Berryman

Title:President

TRANSOCEAN ASSET HOLDINGS 2 LIMITED, as Guarantor

By: /s/ Colin Berryman​ ​​ ​​ ​

Name:Colin Berryman

Title:President

TRANSOCEAN ASSET HOLDINGS 3 LIMITED, as Guarantor

By: /s/ Colin Berryman​ ​​ ​​ ​

Name:Colin Berryman

Title:President

​

[Signature Page to Exchangeable Bonds Indenture]

​

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

By: /s/ Patrick Giordano​ ​​ ​​ ​

Name:Patrick Giordano

Title:Vice President

​

​

[Signature Page to Exchangeable Bonds Indenture]

​

APPENDIX A

PROVISIONS RELATING TO BONDS

1.Definitions

1.1Definitions

For the purposes of this Appendix the following terms shall have the meanings indicated below:

“Custodian” means the custodian with respect to a Global Bond (as appointed by the Depository), or any successor Person thereto and shall initially be the Trustee.

“Depository” means The Depository Trust Company, its nominees and their respective successors.

“Securities Act” means the Securities Act of 1933, as amended.

Capitalized terms used and not otherwise defined in this Appendix A shall have the meanings given to them in the Indenture.

2.The Bonds.

2.1(a)  Form and Dating.  So long as the Bonds are eligible for book-entry settlement with the Depositary, unless otherwise required by law, subject to Section 2.4(a) below, the Bonds shall be issued initially in the form of one or more permanent global restricted Bonds in definitive, fully registered form (the “144A Global Bond”), one or more permanent global Regulation S Global Bonds in definitive, fully registered form (the “Regulation S Global Bond”), one or more permanent global AI Global Bonds in definitive, fully registered form (the “AI Global Bond”, and collectively with the 144A Global Bonds, Regulation S Global Bonds and AI Global Bonds, each, a “Global Bond”), each with the global bonds legend set forth in Exhibit 1.1, Exhibit 1.2  and Exhibit 1.3 hereto, respectively, which shall be deposited on behalf of the purchasers of the Bonds represented thereby with the Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as provided in this Indenture.  The aggregate principal amount of the Global Bonds may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

(b)Book-Entry Provisions.  This Section 2.1(b) shall apply only to a Global Bond deposited with or on behalf of the Depository.

The Company shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Bonds that (a) shall be registered in the name of the Depository for such Global Bond or Global Bonds or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the Depository.

​

​

Members of, or Participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Bond held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such Global Bond, and the Company, the Trustee and any agent of the Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Bond for all purposes whatsoever.  Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Bond.

(c)Certificated Bonds.  Except as provided in this Section 2.1 or Section 2.3 or 2.4, owners of beneficial interests in Global Bonds shall not be entitled to receive physical delivery of certificated Bonds.

2.2Authentication.  The Trustee shall authenticate and deliver:  (1) on the Issue Date, an aggregate principal amount of $293,751,000 4.00% Senior Guaranteed Exchangeable Bonds due 2025 and (2) any additional Bonds for an original issue in an aggregate principal amount specified in the written order of the Company pursuant to Section 2.02 of the Indenture.  In the case of any issuance of additional Bonds pursuant to Section 2.13 of the Indenture, a written order of the Company signed by an Officer or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company shall certify that such issuance is in compliance with the Indenture.

2.3Transfer and Exchange.

(a)Transfer and Exchange of Beneficial Interests in the Global Bonds.  The transfer and exchange of beneficial interests in the Global Bonds shall be effected through the Depositary in accordance with the provisions hereof and the Applicable Procedures; provided that no procedures set forth herein shall apply to transfers of beneficial interests within a Global Bond.  Beneficial interests in Restricted Global Bonds shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act.  Transfers of beneficial interests in Global Bonds also shall require compliance with either clause (1) or (2) below, as applicable, as well as one or more of the other following clauses, as applicable:

(1)Transfer of Beneficial Interests in the Same Global Bond.  Beneficial interests in any Restricted Global Bond may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Bond in accordance with the transfer restrictions set forth in the Private Placement Legend and any Applicable Procedures.  Beneficial interests in any Unrestricted Global Bond may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Bond.  Except as may be required by any Applicable Procedures, no written orders or instructions shall be required to be delivered to the Bond Registrar to effect the transfers described in this Section 2.3(a)(1).

(2)All Other Transfers and Exchanges of Beneficial Interests in Global Bonds.  In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.3(a)(1) above, the transferor of any such beneficial interest must deliver to the Bond Registrar either (A) (i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Bond in an amount equal to the beneficial interest to be transferred or exchanged and (ii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) if permitted under Section 2.3(g) hereof, (i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Physical Bond in an amount equal to the beneficial interest to be

​

​

transferred or exchanged and (ii) instructions given by the Depositary to the Bond Registrar containing information regarding the Person in whose name such Physical Bond shall be registered to effect the transfer or exchange referred to in (B)(i) above.  Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Bonds contained in the Indenture and the Bonds or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Bond(s) pursuant to Section 2.3(g) hereof.

(3)Transfer of Beneficial Interests in a Restricted Global Bond to Another Restricted Global Bond.  A beneficial interest in any Restricted Global Bond may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Bond if the transfer complies with the requirements of Section 2.3(a)(2) above and the Bond Registrar receives the following:

(A)if the transferee will take delivery in the form of a beneficial interest in a 144A Global Bond, then the transferor must deliver a certificate in the form of Appendix B hereto, including the certifications in item (1) thereof;

(B)if the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Bond, then the transferor must deliver a certificate in the form of Appendix B hereto, including the certifications in item (2) thereof; and

(C)if the transferee will take delivery in the form of a beneficial interest in an AI Global Bond, then the transferor must deliver a certificate in the form of Appendix B hereto, including the certifications in item (3) thereof.

(4)Transfer and Exchange of Beneficial Interests in a Restricted Global Bond for Beneficial Interests in an Unrestricted Global Bond.  A beneficial interest in any Restricted Global Bond may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Bond or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Bond only if the exchange or transfer complies with the requirements of Section 2.3(a)(2) above and the Bond Registrar receives the following:

(A)if the holder of such beneficial interest in a Restricted Global Bond proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Bond, a certificate from such holder in the form of Appendix C hereto, including the certifications in item (1)(a) thereof; or

(B)if the holder of such beneficial interest in a Restricted Global Bond proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Bond, a certificate from such holder in the form of Appendix B hereto, including the certifications in item (5) thereof; and, in each such case set forth in this clause (4), if the Company or the Bond Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company and the Bond Registrar to the effect that such exchange or transfer shall be effected in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall no longer be required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to this Section 2.3(a)(4) at a time when an Unrestricted Global Bond has not yet been issued, the Company shall execute and the Trustee shall authenticate one or more Unrestricted Global Bonds in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to this Section 2.3(a)(4).

​

​

(5)Transfer or Exchange of Beneficial Interests in Unrestricted Global Bonds for Beneficial Interests in Restricted Global Bonds Prohibited.  Beneficial interests in an Unrestricted Global Bond may not be exchanged for, or transferred to Persons who take delivery thereof in the form of, beneficial interests in a Restricted Global Bond.

(b)Transfer or Exchange of Beneficial Interests in Global Bonds for Physical Bonds.

(1)Beneficial Interests in Restricted Global Bonds to Restricted Physical Bonds.  Subject to Section 2.4 hereof, if any holder of a beneficial interest in a Restricted Global Bond proposes to exchange such beneficial interest for a Restricted Physical Bond or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Physical Bond, then, upon receipt by the Bond Registrar of the following documentation:

(A)if the holder of such beneficial interest in a Restricted Global Bond proposes to exchange such beneficial interest for a Restricted Physical Bond, a certificate from such holder in the form of Appendix C hereto, including the certifications in item (2)(a) thereof;

(B)if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Appendix B hereto, including the certifications in item (1) thereof;

(C)if such beneficial interest is being transferred to a “non-U.S. Person” (as defined in Rule 902(k) of Regulation S) in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Appendix B hereto, including the certifications in item (2) thereof;

(D)if such beneficial interest is being transferred to an “accredited investor” within the meaning of Rule 501(a), a certificate to the effect set forth in Appendix B hereto, including the certifications in item (3) thereof;

(E)if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Appendix B hereto, including the certifications in item (4)(a) thereof; or

(F)if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Appendix B hereto, including the certifications in item (4)(b) thereof,

the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section  2.3(g) hereof the aggregate principal amount of the applicable Restricted Global Bond, and the Company shall execute and the Trustee shall authenticate and deliver a Restricted Physical Bond in the appropriate principal amount to the Person designated by the holder of such beneficial interest in instructions delivered to the Bond Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such holder.  Any Restricted Physical Bond issued in exchange for a beneficial interest in a Restricted Global Bond pursuant to this Section 2.3(b)(1) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall designate in such instructions.  The Trustee shall deliver such Restricted Physical Bonds to the Persons in whose names such Bonds are so registered.  Any Restricted Physical Bond issued in exchange for a beneficial interest in a Restricted Global Bond pursuant to this Section 2.3(b)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

​

​

(2)Beneficial Interests in Restricted Global Bonds to Unrestricted Physical Bonds.  Subject to Section 2.4 hereof, a holder of a beneficial interest in a Restricted Global Bond may exchange such beneficial interest for an Unrestricted Physical Bond or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Physical Bond only if the Bond Registrar receives the following:

(A)if the holder of such beneficial interest in a Restricted Global Bond proposes to exchange such beneficial interest for an Unrestricted Physical Bond, a certificate from such holder in the form of Appendix C hereto, including the certifications in item (1)(b) thereof; or

(B)if the holder of such beneficial interest in a Restricted Global Bond proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Physical Bond, a certificate from such holder in the form of Appendix B hereto, including the certifications in item (5) thereof;

and, in each such case set forth in this clause 2, if the Bond Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company and the Bond Registrar to the effect that such exchange or transfer shall be effected in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall no longer be required in order to maintain compliance with the Securities Act.

Upon satisfaction of the conditions of this Section 2.3(b)(2) the Company shall execute, and the Trustee shall authenticate and deliver an Unrestricted Physical Bond in the appropriate principal amount to the Person designated by the holder of such beneficial interest in instructions delivered to the Bond Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such holder, and the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section 2.3(g) hereof the aggregate principal amount of the applicable Restricted Global Bond.

(3)Beneficial Interests in Unrestricted Global Bonds to Unrestricted Physical Bonds.  Subject to Section 2.4 hereof, if any holder of a beneficial interest in an Unrestricted Global Bond proposes to exchange such beneficial interest for an Unrestricted Physical Bond or to transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Physical Bond, then, upon satisfaction of the applicable conditions set forth in Section 2.3(a)(2) hereof, the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section 2.3(g) hereof the aggregate principal amount of the applicable Unrestricted Global Bond, and the Company shall execute and the Trustee shall authenticate and deliver an Unrestricted Physical Bond in the appropriate principal amount to the Person designated by the holder of such beneficial interest in instructions delivered to the Bond Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such holder.  Any Unrestricted Physical Bond issued in exchange for a beneficial interest pursuant to this Section 2.3(b)(3) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall designate in such instructions.  The Trustee shall deliver such Unrestricted Physical Bond to the Persons in whose names such Bond is so registered.  Any Unrestricted Physical Bond issued in exchange for a beneficial interest pursuant to this Section 2.3(b)(3) shall not bear the Private Placement Legend.

(c)Transfer and Exchange of Physical Bonds for Beneficial Interests in Global Bonds.

(1)Restricted Physical Bonds to Beneficial Interests in Restricted Global Bonds.  If any holder of a Restricted Physical Bond proposes to exchange such Bond for a beneficial interest in a Restricted Global Bond or to transfer such Restricted Physical Bond to a Person who takes

​

​

delivery thereof in the form of a beneficial interest in a Restricted Global Bond, then, upon receipt by the Bond Registrar of the following documentation:

(A)if the holder of such Restricted Physical Bond proposes to exchange such Bond for a beneficial interest in a Restricted Global Bond, a certificate from such holder in the form of Appendix C hereto, including the certifications in item 2(b) thereof;

(B)if such Restricted Physical Bond is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Appendix B hereto, including the certifications in item (1) thereof;

(C)if such Restricted Physical Bond is being transferred to a “non-U.S. Person” (as defined in Rule 902(k) of Regulation S) in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Appendix B hereto, including the certifications in item (2) thereof; or

(D)if such Restricted Physical Bond is being transferred to an “accredited investor” within the meaning of Rule 501(a), a certificate to the effect set forth in Appendix B hereto, including the certifications in item (3) thereof;

the Trustee shall cancel the Restricted Physical Bond, increase or cause to be increased in a corresponding amount pursuant to Section 2.3(g) hereof the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Bond, in the case of clause (B) above, a 144A Global Bond, in the case of clause (C) above, a Regulation S Global Bond, and in the case of clause (D) above, an AI Global Bond.

(2)Restricted Physical Bonds to Beneficial Interests in Unrestricted Global Bonds.  A holder of a Restricted Physical Bond may exchange such Bond for a beneficial interest in an Unrestricted Global Bond or transfer such Restricted Physical Bond to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Bond only if the Bond Registrar receives the following:

(A)if the holder of such Restricted Physical Bond proposes to exchange such Bond for a beneficial interest in an Unrestricted Global Bond, a certificate from such holder in the form of Appendix C hereto, including the certifications in item (1)(c) thereof; or

(B)if the holder of such Restricted Physical Bond proposes to transfer such Bond to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Bond, a certificate from such holder in the form of Appendix B hereto, including the certifications in item (5) thereof;

and, in each such case set forth in this clause 2, if the Bond Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company and the Bond Registrar to the effect that such exchange or transfer shall be effected in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall no longer be required in order to maintain compliance with the Securities Act.

Upon satisfaction of the conditions of this Section 2.3(c)(2), the Trustee shall cancel such Restricted Physical Bond and increase or cause to be increased in a corresponding amount pursuant to Section 2.3(g) hereof the aggregate principal amount of the Unrestricted Global Bond.

(3)Unrestricted Physical Bonds to Beneficial Interests in Unrestricted Global Bonds.  A holder of an Unrestricted Physical Bond may exchange such Bond for a beneficial interest in an Unrestricted Global Bond or transfer such Unrestricted Physical Bond to a Person who takes

​

​

delivery thereof in the form of a beneficial interest in an Unrestricted Global Bond at any time.  Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Physical Bond and increase or cause to be increased in a corresponding amount pursuant to Section 2.3(g) hereof the aggregate principal amount of one of the Unrestricted Global Bonds.

(4)Transfer or Exchange of Unrestricted Physical Bonds to Beneficial Interests in Restricted Global Bonds Prohibited.  An Unrestricted Physical Bond may not be exchanged for, or transferred to Persons who take delivery thereof in the form of, beneficial interests in a Restricted Global Bond.

(5)Issuance of Unrestricted Global Bonds.  If any such exchange or transfer of a Physical Bond for a beneficial interest in an Unrestricted Global Bond is effected pursuant to clause (2) or (3) above at a time when an Unrestricted Global Bond has not yet been issued, the Company shall issue and the Trustee shall authenticate one or more Unrestricted Global Bonds in an aggregate principal amount equal to the principal amount of Physical Bonds so transferred.

(d)Transfer and Exchange of Physical Bonds for Physical Bonds.  Upon request by a holder of Physical Bonds and such holder’s compliance with the provisions of this Section 2.3(d), the Bond Registrar shall register the transfer or exchange of Physical Bonds.  Prior to such registration of transfer or exchange, the requesting holder shall present or surrender to the Bond Registrar the Physical Bonds duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Bond Registrar duly executed by such holder.  In addition, the requesting holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.3(d).

(1)Restricted Physical Bonds to Restricted Physical Bonds.  Any Restricted Physical Bond may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Physical Bond if the Bond Registrar receives the following:

(A)if the transfer will be made pursuant to Rule 144A, a certificate in the form of Appendix B hereto, including the certifications in item (1) thereof;

(B)if the transfer will be made pursuant to Rule 903 or Rule 904, a certificate in the form of Appendix B hereto, including the certifications in item (2) thereof;

(C)if the transfer will be made pursuant to Rule 501(a), a certificate in the form of Appendix B hereto, including the certifications in item (3) thereof; and

(D)if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, a certificate in the form of Appendix B hereto, including the certifications, certificates and Opinion of Counsel required by item (4) thereof, if applicable.

(2)Restricted Physical Bonds to Unrestricted Physical Bonds.  Any Restricted Physical Bond may be exchanged by the holder thereof for an Unrestricted Physical Bond or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Physical Bond only if the Bond Registrar receives the following:

(A)if the holder of such Restricted Physical Bond proposes to exchange such Bond for an Unrestricted Physical Bond, a certificate from such holder in the form of Appendix C hereto, including the certifications in item (1)(d) thereof; or

​

​

(B)if the holder of such Restricted Physical Bond proposes to transfer such Bond to a Person who shall take delivery thereof in the form of an Unrestricted Physical Bond, a certificate from such holder in the form of Appendix B hereto, including the certifications in item (5) thereof;

and, in each such case set forth in this clause 2, if the Bond Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Company and the Bond Registrar to the effect that such exchange or transfer shall be effected in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall no longer be required in order to maintain compliance with the Securities Act.

Upon satisfaction of the conditions of this Section 2.3(d)(2) the Trustee shall cancel the prior Restricted Physical Bond and the Company shall execute, and the Trustee shall authenticate and deliver an Unrestricted Physical Bond in the appropriate principal amount to the Person designated by the holder of such prior Restricted Physical Bond in instructions delivered to the Bond Registrar by such holder.

(3)Unrestricted Physical Bonds to Unrestricted Physical Bonds.  A holder of an Unrestricted Physical Bond may transfer such Bond to a Person who takes delivery thereof in the form of an Unrestricted Physical Bond.  Upon receipt of a request to register such a transfer, the Bond Registrar shall register such Unrestricted Physical Bond pursuant to the instructions from the Holder thereof.

(e)Legends.  The following legends shall appear on the face of all Global Bonds and Physical Bonds issued under the Indenture unless specifically stated otherwise in the applicable provisions of the Indenture.

(1)Private Placement Legend.

(A)Except as permitted by clause (B) below, each Global Bond and each Physical Bond (and all Bonds issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

“THIS BOND AND THE PARENT SHARES ISSUABLE UPON EXCHANGE OF THIS BOND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.  NEITHER THIS BOND, THE PARENT SHARES, IF ANY, ISSUABLE UPON EXCHANGE OF THIS BOND NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT.  THE HOLDER OF THIS BOND, BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, (B) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS BOND IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO SUCH PURCHASER IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE OR (C) IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501 OF REGULATION D UNDER THE

​

​

SECURITIES ACT, AS AMENDED, AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH BOND, PRIOR TO THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED BONDS SET FORTH IN RULE 144 UNDER THE SECURITIES ACT ONLY (A) TO TRANSOCEAN OR ANY SUBSIDIARY THEREOF, (B) TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT IN ACCORDANCE WITH THE LAWS APPLICABLE TO SUCH PURCHASER IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE, (D) TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501 OF REGULATION D UNDER THE SECURITIES ACT, (E) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (F) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (B), (C) OR (D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (F) ABOVE, THE COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.  NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.”

(B)Notwithstanding the foregoing, any Global Bond or Physical Bond issued pursuant to clauses (a)(4), (b)(3), (b)(4), (c)(2), (c)(3), (d)(2) or (d)(3) to this Section 2.3 (and all Bonds issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend.

(2)Regulation S Legend.  Each Regulation S Global Bond shall bear a legend in substantially the following form:

“THE ACQUIRER AGREES FOR THE BENEFIT OF THE COMPANY THAT PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, any offer or sale of the BONDs shall not be made by it to a U.S. person or for the account or benefit of a U.S. person within the meaning of Rule 902 of Regulation S.”

(3)Global Bond Legend.  Each Global Bond shall bear a legend in substantially the following form:

“THIS GLOBAL BOND IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS BOND) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT

​

​

TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.3 OF APPENDIX A TO THE INDENTURE, (II) THIS GLOBAL BOND MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.4 OF APPENDIX A TO THE INDENTURE, (III) THIS GLOBAL BOND MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.10 OF THE INDENTURE AND (IV) THIS GLOBAL BOND MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR BONDS IN DEFINITIVE FORM, THIS BOND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

(f)Cancellation and/or Adjustment of Global Bonds.  At such time as all beneficial interests in a particular Global Bond have been exchanged for Physical Bonds or a particular Global Bond has been repurchased or cancelled in whole and not in part, each such Global Bond shall be returned to or retained and cancelled by the Trustee in accordance with Section 2.10 of the Indenture.  At any time prior to such cancellation, if any beneficial interest in a Global Bond is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Bond or for Physical Bonds, the principal amount of Bonds represented by such Global Bond shall be reduced accordingly and an endorsement shall be made on such Global Bond by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Bond, such other Global Bond shall be increased accordingly and an endorsement shall be made on such Global Bond by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(g)General Provisions Relating to Transfers and Exchanges.

(1)No service charge shall be made to a Holder of a beneficial interest in a Global Bond or to a Holder of a Physical Bond for any registration of transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.06 and 2.09 of the Indenture).

​

​

(2)All Global Bonds and Physical Bonds issued upon any registration of transfer or exchange of Global Bonds or Physical Bonds shall be the valid obligations of the Company, evidencing the same indebtedness, as the Global Bonds or Physical Bonds surrendered upon such registration of transfer or exchange and shall be entitled to all of the benefits of the Indenture equally and proportionately with all other Bonds duly issued hereunder.

(3)Neither the Bond Registrar nor the Company shall be required to register the transfer of or to exchange a Bond between a record date (including a Regular Record Date) and the next succeeding Interest Payment Date.

(4)Prior to due presentment for the registration of a transfer of any Bond, the Trustee, any agent and the Company may deem and treat the Person in whose name any Bond is registered as the absolute owner of such Bond for the purpose of receiving payment of principal of and interest on such Bond and for all other purposes, in each case regardless of any notice to the contrary.

(5)All certifications, certificates and Opinions of Counsel required to be submitted to the Bond Registrar pursuant to this Section to effect a registration of transfer or exchange may be submitted by facsimile.

(6)The Trustee is hereby authorized and directed to enter into a letter of representation with the Depositary in the form provided by the Company and to act in accordance with such letter.  The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under the Indenture under applicable law with respect to any transfer of any interest in any Bond (including any transfer between or among Participants or other beneficial owners of interests in any Global Bond) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, the Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

(7)The transferor of any Bond shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Code. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.  In connection with any proposed exchange of a certificated Bond for a Global Bond, the Company or the Depositary shall be required to provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Code. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

(h)Notwithstanding any other provisions of this Appendix (other than the provisions set forth in Section 2.4 hereof), a Global Bond may not be transferred as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository.

(i)No Obligation of the Trustee.

(1)The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Bond, a member of, or a Participant in the Depository or other Person with respect to the accuracy of the records of the Depository or its nominee or of any Participant or member thereof, with respect to any ownership interest in the Bonds or with respect to the delivery to any Participant, member, beneficial owner or other Person (other than the Depository) of any notice or the payment

​

​

of any amount, under or with respect to such Bonds.  All notices and communications to be given to the Holders and all payments to be made to Holders under the Bonds shall be given or made only to or upon the order of the registered Holders (which shall be the Depository or its nominee in the case of a Global Bond).  The rights of beneficial owners in any Global Bond shall be exercised only through the Depository subject to the applicable rules and procedures of the Depository.  The Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its members, Participants and any beneficial owners.

(2)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 Depository Participants, members or beneficial owners in any Global Bond) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and 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.

2.4Certificated Bonds.

(a)A Global Bond deposited with the Depository or with the Trustee as Custodian for the Depository pursuant to Section 2.1 hereof shall be transferred to the beneficial owners thereof in the form of certificated Bonds in an aggregate principal amount equal to the principal amount of such Global Bond, in exchange for such Global Bond, only if such transfer complies with Section 2.3 hereof and (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for such Global Bond and the Depository fails to appoint a successor depository or if at any time such Depository ceases to be a “clearing agency” registered under the Exchange Act, in either case, and a successor depository is not appointed by the Company within 90 days of such notice, or (ii) an Event of Default has occurred and is continuing or (iii) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of certificated Bonds under this Indenture.

(b)Any Global Bond that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the Depository to the Trustee located at its principal Corporate Trust Office, in the Borough of Manhattan, The City of New York, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Bond, an equal aggregate principal amount of certificated Bonds of authorized denominations.  Any portion of a Global Bond transferred pursuant to this Section 2.4 shall be executed, authenticated and delivered only in minimum denominations of $1,000 principal amount and any integral multiple of $1,000 in excess thereof and registered in such names as the Depository shall direct.

(c)Subject to the provisions of Section 2.4(b) hereof, the registered Holder of a Global Bond shall be entitled to grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Bonds.

(d)In the event of the occurrence of one of the events specified in Section 2.4(a) hereof, the Company shall promptly make available to the Trustee a reasonable supply of certificated Bonds in definitive, fully registered form without interest coupons.

​

​

​

​

EXHIBIT 1.1
to
APPENDIX A

[Form of Face of 144A Bond]

[INCLUDE THE FOLLOWING LEGEND IF A RESTRICTED BOND]

THIS BOND AND THE PARENT SHARES ISSUABLE UPON EXCHANGE OF THIS BOND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.  NEITHER THIS BOND, THE PARENT SHARES, IF ANY, ISSUABLE UPON EXCHANGE OF THIS BOND NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT.  THE HOLDER OF THIS BOND, BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, (B) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS BOND IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO SUCH PURCHASER IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE OR (C) IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501 OF REGULATION D UNDER THE SECURITIES ACT, AS AMENDED, AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH BOND, PRIOR TO THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED BONDS SET FORTH IN RULE 144 UNDER THE SECURITIES ACT ONLY (A) TO TRANSOCEAN OR ANY SUBSIDIARY THEREOF, (B) TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT IN ACCORDANCE WITH THE LAWS APPLICABLE TO SUCH PURCHASER IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE, (D) TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501 OF REGULATION D UNDER THE SECURITIES ACT, (E) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (F) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (B), (C) OR (D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (F) ABOVE, THE COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.  NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

​

​

THE HOLDER OF THIS BOND BY ITS ACCEPTANCE HEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS BOND CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S.  EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OF A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT, OR (2) (A) THE ACQUISITION AND HOLDING OF THIS BOND WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS AND (B) NEITHER WE NOR ANY OF OUR AFFILIATES HAVE PROVIDED ANY ADVICE WITH RESPECT TO THE DECISION BY OR ON BEHALF OF SUCH PLAN OR PLANS TO INVEST, ACQUIRE, HOLD, SELL, EXCHANGE, VOTE, OR PROVIDE ANY CONSENT WITH RESPECT TO THE BONDS OR EXERCISE OF ANY RIGHTS WITH RESPECT TO THIS BOND, AND NEITHER WE NOR ANY OF OUR AFFILIATES SHALL AT ANY TIME BE RELIED UPON AS SUCH PLAN OR PLANS’ FIDUCIARY WITH RESPECT TO ANY SUCH DECISION BY OR ON BEHALF OF SUCH PLAN OR PLANS TO INVEST, ACQUIRE, HOLD, SELL, EXCHANGE, VOTE, OR PROVIDE ANY CONSENT WITH RESPECT TO THE BONDS OR EXERCISE OF ANY RIGHTS WITH RESPECT TO THIS BOND.

[INCLUDE THE FOLLOWING LEGEND IF A GLOBAL BOND]

THIS GLOBAL BOND IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS BOND) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.3 OF APPENDIX A TO THE INDENTURE, (II) THIS GLOBAL BOND MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.4 OF APPENDIX A TO THE INDENTURE, (III) THIS GLOBAL BOND MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.10 OF THE INDENTURE AND (IV) THIS GLOBAL BOND MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR BONDS IN DEFINITIVE FORM, THIS BOND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

​