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EXHIBIT 4.1

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TRANSOCEAN INC.,

as Issuer,

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TRANSOCEAN LTD.,

as a Guarantor,

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THE SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY HERETO,

as Subsidiary Guarantors,

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AND

TRUIST BANK,

as Trustee

___________________

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INDENTURE

Dated as of September 30, 2022

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___________________

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4.625% Senior Guaranteed Exchangeable Bonds due 2029

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TABLE OF CONTENTS

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APPENDIXES

Appendix A

Exhibit 1.1 to Appendix A–Form of 144A Bond

Exhibit 1.2 to Appendix A–Form of Regulation S Bond

Exhibit 1.3 to Appendix A–Form of Accredited Investor Bond

Exhibit 1.4 to Appendix A –Form of Unrestricted Bond

Appendix B – Form of Certificate of Transfer

Appendix C – Form of Certificate of Bond Exchange

Appendix D – Form of Notice of Exchange

Appendix E – Form of Repurchase Notice

Appendix F – Form of Supplemental Indenture

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INDENTURE dated as of September 30, 2022 among TRANSOCEAN INC., a Cayman Islands exempted company (the “Company”), TRANSOCEAN LTD., a company organized under the laws of Switzerland (the “Parent”), the Subsidiary Guarantors (as defined herein, and, together with the Parent, the “Guarantors” and each, a “Guarantor”), and TRUIST BANK, as trustee (the “Trustee”).

RECITALS

The Company has duly authorized the issuance of $300,000,000 aggregate principal amount of 4.625% Senior Guaranteed Exchangeable Bonds due 2029 (each a “Bond” and collectively, the “Bonds”), and to provide therefor the Company has duly authorized the execution and delivery of this Indenture.

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

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

“Additional Amounts” shall have the meaning specified in Section 4.13(a).

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

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“Corporate Trust Office” means the principal office of the Trustee at which at any time its corporate trust business shall be administered, which office at the date hereof is located at Truist Bank, Corporate Trust & Escrow Services, Attn: Client Manager: Patrick Giordano - Vice President, 2713 Forest Hills Rd, Building #2, 2nd Fl., Wilson, North Carolina 27893, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and the Company).

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

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

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

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

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

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

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

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

“withholding tax” shall have the meaning specified in Section 4.13(a).

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

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

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

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

The Trustee, upon a Company Order, together with the other documents required by Sections 13.02 and 13.03, shall authenticate (i) Bonds for original issue on the Issue Date in the aggregate principal amount not to exceed $300,000,000 and (ii) subject to Section 2.10 and Section 4.04 hereof, additional Bonds; provided that no Opinion of Counsel under Section 13.02 shall be required in connection with the

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authentication of the initial Bonds issued on the Issue Date.  Such Company Order shall specify the amount of Bonds to be authenticated and the date on which the original issue of Bonds is to be authenticated.

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

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

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

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

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

If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a Redemption Date or the Maturity Date money sufficient to pay all principal and interest payable on that date with respect to the Bonds (or portions thereof) to be redeemed or maturing, as the case may be, then on and after that date such Bonds (or portions thereof) cease to be Outstanding and interest on them ceases to accrue.

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The Company shall give each notice to the Trustee provided for in this Section 3.01 at least five Business Days prior to the date on which notice is provided to Holders in accordance with Section 3.03, unless the Trustee consents to a shorter period.  Such notice to the Trustee shall be accompanied by an Officer’s Certificate and an Opinion of Counsel from the Company to the effect that such redemption will comply with the conditions herein.

The notice shall identify the Bonds to be redeemed and shall state:

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At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at the Company’s expense.  In such event, the Company shall provide the Trustee with an Officer’s Certificate delivered at least three Business Days prior to notification of the Holders (unless the Trustee consents to a shorter period) containing the information required by this Section 3.03.

Within three Business Days following the date of any notice of redemption pursuant to this Section 3.03, the Company or Parent shall publicly announce such notice of redemption in a filing with the Commission on Form 8-K.

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notice, unless the conditions described in the notice of redemption have not been satisfied.  Upon surrender to the Paying Agent, such Bonds shall be paid at the redemption price stated in the notice, plus accrued interest to the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the related Interest Payment Date), and such Bonds shall be canceled by the Trustee.  Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder.

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

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In addition, without securing the Bonds as described above, the Company and its Subsidiaries may create, assume or allow to exist any Lien not permitted by clauses (a) through (j) above securing Indebtedness, if after giving effect thereto, Aggregate Debt would not exceed the greater of (i) $2.4 billion and (ii) 10.0% of Consolidated Net Tangible Assets measured at the time of Incurrence of and after giving effect to such Incurrence.

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(b) A Subsidiary of the Company that is not a Guarantor may become a Subsidiary Guarantor if it executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture as Appendix F, pursuant to which such Subsidiary will provide a Guarantee.

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

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Indenture (such compliance to be determined without regard to any period of grace or requirement of notice provided under this Indenture) or specifying any Event of Default and the nature thereof and the action that the Company is taking or proposing to take in respect thereof.

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In addition to the foregoing, the Company shall also pay and indemnify the Holder for any present or future stamp, stamp duty, stamp duty reserve tax, issue, registration, transfer, court or documentary taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest, additions to tax and other liabilities related thereto) that are levied by any Taxing Jurisdiction on the execution, delivery, issuance, or registration of any of the Bonds, the Guarantee, this Indenture or any other document or instrument referred to therein, or the receipt of any payments with respect to, or enforcement of, the Bonds.

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

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

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

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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.

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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

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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.

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Event Repurchase Price) or interest, if any, upon presentation of the Bonds and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

FIRST:  To the payment of all amounts due the Trustee (acting in any capacity) and its agents and attorneys 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).

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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.

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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.

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reasonable attorneys’ fees and expenses and court costs and taxes, other than taxes based upon, measure by or determined by the income of the Trustee) incurred by it in connection with the administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.06) and defending itself against any claim (whether asserted by the Company, the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder.  The Trustee shall notify the Company promptly of any claim for which it may seek indemnity.  Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder.  The Company shall defend the claim and the Trustee may have separate counsel and the Company shall pay the fees and expenses of such counsel.  The Company need not reimburse any expense or indemnify against any loss, liability or expense found by a final, non-appealable judgment of a court of competent jurisdiction to have been incurred by the Trustee through the Trustee’s own willful misconduct or gross negligence.

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 the Company does 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 Holders of a majority in principal amount of the Bonds 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.

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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.

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on all Outstanding Bonds, and (b) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.  Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company and the Guarantor to the Trustee under Section 7.06 shall survive.

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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.

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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.

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Bonds by each Subsidiary Guarantor shall hereby by expressly subordinated and junior, in right of payment, to the prior payment in full of all obligations of the Guarantors under each of the Company’s 4.00% Senior Guaranteed Exchangeable Bonds due 2025, 11.50% Senior Guaranteed Notes due 2027 and 2.5% Senior Guaranteed Exchangeable Bonds due 2027.  Each Guarantor of Bonds further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor and that such Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any obligation.

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, by redemption 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

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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.

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Guarantor in any case shall entitle such Guarantor to any other or further notice or demand in the same, similar or other circumstances.

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.

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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 (1) the second Business Day immediately preceding the Maturity Date or (2) the second Business Day immediately preceding any Redemption 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 290.6618 of Parent Shares per $1,000 principal amount of Bonds, which represents an initial Exchange Price of approximately $3.44 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”)).

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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.

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With respect to the delivery by a Holder of a Notice of Exchange (as defined below) (i) prior to March 30, 2028 (the “Make-Whole Date”) and (ii) following a Redemption Notice Date and prior to the related Redemption Date, the Settlement Amount for such Exchange Obligation of the Company shall also include an interest make-whole payment (an “Interest Make-Whole Payment”) in an amount equal to the sum of the scheduled payments of interest that would have been made on the Bonds to be exchanged had such Bonds remained outstanding from the related Exchange Settlement Date through the Make-Whole Date; provided that, at the election and in the sole discretion of the Company, the Company may pay the Exchange Interest Make-Whole Payment due on any Exchange Settlement Date by delivering cash or Parent Shares (calculated based on the product of (x) 95% and (y) the VWAP of a Parent Share calculated on a proportionate basis for the ten consecutive Trading Days ending on and including the Trading Day immediately preceding the Exchange Settlement Date). If an Exchange Settlement Date falls after a Regular Record Date but on or prior to the immediately succeeding Interest Payment Date, the Exchange Interest Make-Whole Payment to such Holders of Bonds called to be exchanged will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Make-Whole Date. For purposes of this Indenture and the Bonds, the “Exchange Obligation” of the Company shall be deemed to include the Company’s obligation to make an Exchange Interest Make-Whole Payment if required pursuant to this paragraph.

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All exchanges occurring on or after July 31, 2029 shall be settled using the same Settlement Method.  Prior to July 31, 2029, 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; provided that, in the event of an Optional Redemption, the Company shall specify in the related notice of redemption the Settlement Method that will apply to all exchanges of Bonds with an Exchange Date that occurs on or after the Redemption Notice Date and before the related Redemption Date.

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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 July 31, 2029, no later than the close of business on the Business Day immediately preceding July 31, 2029.  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).

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The Settlement Amount shall be computed as follows:

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

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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.

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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;

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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.

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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.

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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:

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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,

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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 redeemed or purchased without exercise by any holders thereof, upon such final redemption or 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 redemption or 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 redemption or 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:

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where,

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

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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.

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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

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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.

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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.

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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.

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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 4.13.

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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.

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

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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

Bermuda House, 4th Floor

George Town, Grand Cayman

Cayman Islands, KY1-1003

Attention of:  President

if to the Trustee:

Truist Bank

2713 Forest Hills Rd, Building #2, 2nd Fl.

Wilson, North Carolina 27893

Attention: Client Manager: Patrick Giordano - Vice President

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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.

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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.

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The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act.

Remainder of page intentionally left blank

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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/ William Flance​ ​​ ​

Name:William Flance

Title:     Director

TRANSOCEAN LTD., as Guarantor

By: /s/ Sandro Thoma​ ​​ ​

Name:Sandro Thoma

Title:     Corporate Secretary

TRANSOCEAN HOLDINGS 1 LIMITED, as Guarantor

By: /s/ William Flance​ ​​ ​

Name:William Flance

Title:     Director

TRANSOCEAN HOLDINGS 2 LIMITED, as Guarantor

By: /s/ William Flance​ ​​ ​

Name:William Flance

Title:     Director

TRANSOCEAN HOLDINGS 3 LIMITED, as Guarantor

By: /s/ William Flance​ ​​ ​

Name:William Flance

Title:     Director

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TRUIST BANK, as Trustee

By: /s/ Cristina G. Rhodebeck​ ​

Name:Cristina G. Rhodebeck

Title:Senior Vice President

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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.

1.2Other Definitions.

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, Exhibit 1.3 and Exhibit 1.4 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.

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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 $300,000,000 4.625% Senior Guaranteed Exchangeable Bonds due 2029 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

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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).

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(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.

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(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

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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

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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