This FIRST SUPPLEMENTAL INDENTURE, dated as of May 8, 2024 (this “Supplemental Indenture”), is entered into among Transocean Titan Financing Limited (the “Company”), each of the Guarantors (as defined in the Indenture referred to below) signatory hereto and Truist Bank, as Trustee and Collateral Agent.
RECITALS
WHEREAS, the Company, the Guarantors, the Trustee and the Collateral Agent entered into an Indenture, dated as of January 17, 2023 (as heretofore amended, supplemented or otherwise modified, the “Indenture”), providing for the issuance of the Company’s 8.375% Senior Secured Notes due 2028 (the “Securities”);
WHEREAS, the Indenture provides that under certain circumstances the Indenture may be amended with the consent of the Holders of at least a majority in principal amount of the Outstanding Securities affected;
WHEREAS, in accordance with Section 10.02 of the Indenture, the Company has received the consent of the Holders of at least a majority in principal amount of the Outstanding Securities to amend the Indenture as set forth herein, which consents have not been withdrawn;
WHEREAS, the Company, pursuant to the foregoing authority, desires to amend the Indenture in certain respects as set forth herein and has requested the Trustee and the Collateral Agent join with it and the Guarantors in the execution and delivery of this Supplemental Indenture; and
WHEREAS, all acts and things prescribed by the Indenture necessary to make this Supplemental Indenture a valid and legally binding instrument according to its terms, and a valid and legally binding supplement to the Indenture, have been done and performed.
NOW, THEREFORE, in consideration of the mutual agreements and covenants set forth herein, the parties hereto agree, subject to the terms and conditions hereinafter set forth, as follows for the benefit of the Trustee, the Collateral Agent and the Holders (as defined in the Indenture):
ARTICLE I
Section 1.01.Capitalized terms used herein without definition shall have the meanings ascribed to them in the Indenture.
Section 1.02.This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.
ARTICLE II
Section 2.01.Amendments.
(a) Section 1.01 of the Indenture is hereby amended by amending and restating the definition of “Collateral Rig Net Income” to read as follows:
“Collateral Rig Net Income” means, for any period (subject to the last two sentences of this definition), the combined revenue of the Collateral Rig Owner and the Collateral Rig Operator attributable to the Collateral Rig (including, for the avoidance of doubt, such revenue related to the Drilling Contract) for such period minus operating expenses attributable to the Collateral Rig for such period (including allocated overhead expenses). Collateral Rig Net Income shall be annualized for the fiscal periods ending September 30, 2024 and December 31, 2024 (such annualization to be calculated as follows: for the period ended September 30, 2024, the amount for the two quarters then ended shall be multiplied by two; and for the period ended December 31, 2024, the amount for