EXHIBIT 4.5
================================================================================
TRANSOCEAN OFFSHORE (TEXAS) INC.,
TRANSOCEAN OFFSHORE INC.
AND
CHASE BANK OF TEXAS, N.A.
TRUSTEE
---------------------------
SECOND SUPPLEMENTAL INDENTURE
DATED AS OF
MAY 14, 1999
TO
INDENTURE
DATED AS OF
APRIL 15, 1997
================================================================================
SECOND SUPPLEMENTAL INDENTURE, dated as of May 14, 0000, xxxxxxx
XXXXXXXXXX XXXXXXXX (XXXXX) INC., a corporation duly organized and existing
under the laws of the State of Texas (herein called the "Transocean-Texas"),
TRANSOCEAN OFFSHORE INC., a Cayman Islands exempted company limited by shares
("Transocean-Cayman"), each having its principal office at 0 Xxxxxxxx Xxxxx,
Xxxxxxx, Xxxxx 00000, and CHASE BANK OF TEXAS, N.A. (formerly, Texas Commerce
Bank National Association), as Trustee (herein called the "Trustee"), the office
of the Trustee at which at the date hereof its corporate trust business is
principally administered being 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx
00000.
RECITALS OF THE COMPANY
Transocean Offshore Inc., a Delaware corporation (the "Company"), has
executed and delivered to the Trustee an Indenture, dated as of April 15, 1997
(the "Original Indenture" and as supplemented by a First Supplemental Indenture,
dated as of April 15, 1997, and by this Second Supplemental Indenture, the
"Indenture"), providing for the issuance from time to time of the Company's
unsecured debentures, notes or other evidences of indebtedness (herein called
the "Securities"), issuable in one or more series as in the Indenture provided.
All capitalized terms used herein which are defined in the Original Indenture
shall have the meanings assigned thereto in the Original Indenture unless
otherwise defined herein.
Pursuant to an Agreement and Plan of Merger and Conversion dated as of
March 12, 1999 between the Company and Transocean-Texas, the Company will be
merged (the "Merger") with and into Transocean-Texas, with Transocean-Texas to
be the surviving corporation, and following such Merger, Transocean-Texas will
convert to and register by way of continuation and continue its existence as
(the "Conversion") Transocean -Cayman.
Section 801(1) of the Original Indenture provides that Transocean-
Texas, as the surviving corporation of the Merger, is required to expressly
assume, by an indenture supplemental to the Original Indenture, the due and
punctual payment of the principal of (and premium, if any) and interest
(including Additional Amounts, if any) on all the Securities and the performance
of every covenant of the Original Indenture on the part of the Company to be
performed or observed.
Section 801(1) of the Original Indenture may be deemed to provide that
Transocean-Cayman, as a result of the Conversion, is required to expressly
assume, by an indenture supplemental to the Original Indenture, the due and
punctual payment of the principal of (and premium, if any) and interest
(including Additional Amounts, if any) on all the Securities and the performance
of every covenant of the Original Indenture on the part of the Company to be
performed or observed.
Section 901(1) of the Original Indenture permits the execution of
supplemental indentures without the consent of any Holders to evidence the
succession of another Person to the Company and the assumption by any such
successor of the covenants of the Company in the Original Indenture and in the
Securities.
Pursuant to the foregoing authority, Transocean-Texas and Transocean-
Cayman propose in and by this Second Supplemental Indenture to supplement and
amend the Original Indenture.
All things necessary to make this Second Supplemental Indenture a
valid agreement of Transocean-Texas and Transocean-Cayman, in accordance with
its terms, have been done.
NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities or of series
thereof, as follows:
Section 1. Succession by Merger. As of the effective time of the Merger,
Transocean-Texas shall become the successor to the Company for all purposes of
the Indenture and Transocean-Texas hereby expressly assumes the due and punctual
payment of the principal of (and premium, if any) and interest (including
Additional Amounts, if any) on all the Securities and the performance of every
covenant of the Indenture, as supplemented by this Second Supplemental
Indenture, on the part of the Company to be performed or observed.
Section 2. Succession by Conversion. As of the effective time of the
Conversion, Transocean-Cayman shall become the successor to Transocean-Texas for
all purposes of the Indenture and Transocean-Cayman hereby expressly assumes the
due and punctual payment of the principal of (and premium, if any) and interest
(including Additional Amounts, if any) on all the Securities and the performance
of every covenant of the Indenture, as supplemented by this Second Supplemental
Indenture, on the part of Transocean-Texas to be performed or observed.
Section 3. Ratification. The Indenture, as hereby supplemented, is in all
respects ratified and confirmed by each of the parties hereto, and all of the
rights and powers created thereby or thereunder shall be and remain in full
force and effect.
* * *
This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.
-2-
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, all as of the day and year first above
written.
TRANSOCEAN OFFSHORE (TEXAS) INC.,
a Texas corporation
[CORPORATE SEAL] By /s/ Xxxxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Attorney in Fact
TRANSOCEAN OFFSHORE INC., a
Cayman Islands exempted company limited by
shares
[CORPORATE SEAL] By /s/ Xxxx X. Xxxxx
----------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
CHASE BANK OF TEXAS, N.A., Trustee
[CORPORATE SEAL] By /s/ Xxxxx X. Xxxxx
----------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President and Trust Officer
-3-
STATE OF TEXAS (S)
(S) ss.
COUNTY OF XXXXXX (S)
This instrument was acknowledged before me on the 14th day of May,
1999, by Xxxxxxx Xxxxxxx, as Attorney-in-Fact of TRANSOCEAN OFFSHORE (TEXAS)
INC., a Texas corporation.
/s/ Xxxxx Xxxx Xxxxx
----------------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF TEXAS (S)
(S) ss:
COUNTY OF XXXXXX (S)
This instrument was acknowledged before me on the 14th day of May,
1999, by Xxxx X. Xxxxx, as Vice President of TRANSOCEAN OFFSHORE INC., a Cayman
Islands exempted company limited by shares.
/s/ Xxxxx Xxxx Xxxxx
----------------------------------
Notary Public
[NOTARIAL SEAL]
-4-
STATE OF TEXAS (S)
(S) ss:
COUNTY OF XXXXXX (S)
This instrument was acknowledged before me on the 14th day of May,
1999, by Xxxxx Xxxxx, as Vice President and Trust Officer of CHASE BANK OF
TEXAS, N.A.
/s/ Xxxxxxx X. Xxxxx
----------------------------------
Notary Public
[NOTARIAL SEAL]
-5-
