6-K
TotalEnergies SE (TTE)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM 6-K
REPORTOF FOREIGN PRIVATE ISSUER
PURSUANTTO RULE 13a-16 OR 15d-16 OF
THESECURITIES EXCHANGE ACT OF 1934
June 17,2021
CommissionFile Number 001-10888
TotalEnergiesSE
(Translationof registrant’s name into English)
2,place Jean Millier
LaDéfense 6
92400Courbevoie
France(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM F-3 (NOS. 333-255641, 333-255641-01, 333-255641-02 AND 333-255641-03) OF TOTALENERGIES SE, TOTALENERGIES CAPITAL INTERNATIONAL, TOTALENERGIES CAPITAL CANADA LTD. AND TOTALENERGIES CAPITAL AND THE REGISTRATION STATEMENT ON FORM S-8 (NO. 333-255455) OF TOTALENERGIES SE, AND TO BE PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.
TotalEnergies SE is providing on this Form 6-K the supplemental indentures entered into by each of TotalEnergies Capital, TotalEnergies Capital International and TotalEnergies Capital Canada Ltd. and TotalEnergies SE and The Bank of New York Mellon, acting through its London Branch, as trustee, and the officer’s certificates pursuant to Section 102 of each corresponding indenture, in connection with the name change of each entity.
EXHIBIT INDEX
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TotalEnergies SE | |||
|---|---|---|---|
| Date:<br> June 17, 2021 | By: | /s/<br> ANTOINE LARENAUDIE | |
| Name: | Antoine<br> LARENAUDIE | ||
| Title: | Group<br> Treasurer |
Exhibit4.1
TotalEnergiesCapital International,
Company
and
TotalEnergiesSE,
Guarantor
TO
TheBank of New York Mellon, acting through its London Branch
Trustee
SixthSupplemental Indenture
Dated as of June 17, 2021
Supplement to Indenture dated as of February 17, 2012, as amended from time to time
SIXTHSUPPLEMENTAL INDENTURE
This SIXTH SUPPLEMENTAL INDENTURE, dated as of June 17, 2021 (this “Sixth Supplemental Indenture”), is entered into by and between TotalEnergies Capital International, a société anonyme duly organized and existing under the laws of the Republic of France, registered with the Registre du Commerce et des Sociétés of Nanterre under number 479 858 854 (herein called the “Company”), having its principal office at 2, place Jean Millier, La Défense 6, 92400 Courbevoie, France, and TotalEnergies SE, a European company (Societas Europaea or SE) duly organized and existing under the laws of the Republic of France, registered with the Registre du Commerce et des Sociétés of Nanterre under number 542 051 180 (herein called the “Guarantor”), having its principal office at 2, place Jean Millier, La Défense 6, 92400 Courbevoie, and The Bank of New York Mellon, acting through its London Branch, as Trustee (herein called the “Trustee”) having its principal corporate trust office at One Canada Square, London E14 5AL, United Kingdom.
RECITALS
WHEREAS, Total Capital International, a société anonyme duly organized and existing under the laws of the Republic of France (herein called "Total Capital International") and TOTAL S.A., a société anonyme organized under the laws of the Republic of France (such company, as organized as a société anonyme, “TOTAL S.A.”), have heretofore executed and delivered to the Trustee the Indenture, dated as of February 17, 2012 (herein called the “Base Indenture,” and together with the First Supplemental Indenture, the Fifth Supplemental Indenture (each as defined below) and this Sixth Supplemental Indenture, the “Indenture”), providing for the issuance from time to time outside France of one or more series of Total Capital International’s unsecured debentures, notes or other evidences of indebtedness (herein and in the Base Indenture called the “Securities”), the forms and terms of which are to be determined as set forth in Sections 201 and 301 of the Base Indenture;
WHEREAS, Total Capital International, TOTAL S.A. and the Trustee entered into a first supplemental indenture dated February 19, 2019 (the “First Supplemental Indenture”), which amended and supplemented certain provisions of the Base Indenture;
WHEREAS, pursuant to a transformation plan adopted by the Board of Directors of the Guarantor on October 29, 2019, as approved by TOTAL S.A.’s extraordinary general meeting of the shareholders on May 29, 2020, TOTAL S.A. converted its legal form from a sociétéanonyme into a European company (Societas Europaea or SE) (such conversion, the "Transformation") in accordance with Regulation (EC) No. 2157/2001 and Directive No. 2001/86/EC of the European Council dated October 8, 2001 and article L. 255-245-1 of the French Commercial Code (Code de commerce) (TOTAL S.A. following such Transformation, as organized as a European company, “TOTAL SE” or the "Guarantor"), and the Transformation took effect on July 16, 2020;
WHEREAS, Total Capital International, TOTAL SE and the Trustee entered into a fifth supplemental indenture dated July 22, 2020 (the “Fifth Supplemental Indenture”), which amended and supplemented certain provisions of the Base Indenture;
WHEREAS, for the avoidance of doubt, The Bank of New York Mellon, acting through its London Branch, acts as Trustee and Paying Agent and The Bank of New York Mellon, New York, acts as Registrar and Transfer Agent under the Indenture;
WHEREAS, each series of Securities outstanding under the Indenture is guaranteed by TOTAL SE, and the Trustee has been appointed as trustee for each series;
WHEREAS, as approved by TOTAL SE’s extraordinary general meeting of the shareholders on May 28, 2021, TOTAL SE adopted the new corporate name TotalEnergies SE (hereinafter, “TotalEnergies” or the “Guarantor”);
WHEREAS, as approved by Total Capital International’s extraordinary general meeting of the shareholders on June 15, 2021, Total Capital International adopted the new corporate name TotalEnergies Capital International (hereinafter, “TotalEnergies Capital International” or the “Company”);
WHEREAS, Section 901(1) of the Base Indenture permits supplements thereto without the consent of Holders to evidence the succession of another corporation, including as substitute obligor, to Total Capital International and TOTAL SE and the assumption by any such successor of the covenants of Total Capital International and TOTAL SE, respectively contained in the Indenture and the Guarantees;
WHEREAS, the changes set forth in this Sixth Supplemental Indenture shall apply to the outstanding series of Securities and each series of Securities issued on or after the date hereof; and
WHEREAS, all things necessary to make this Sixth Supplemental Indenture a valid agreement of the Company and the Guarantor, in accordance with its terms, have been done.
NOW THEREFORE, in consideration of the premises, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or of any series thereof, as follows:
ARTICLE ONE
ASSUMPTIONOF OBLIGATIONS
Section 101. Assumption of Obligations. In connection with the aforementioned name changes, the Company expressly assumes the obligations of Total Capital International under the Indenture and the performance of every covenant of Total Capital International set forth in the Indenture, in each case, as contemplated by Sections 801 and 901(1) of the Indenture and the Guarantor expressly assumes the obligations of TOTAL SE under the Indenture and its Guarantees and the performance of every covenant of TOTAL SE set forth in the Indenture and the Guarantees, in each case, as contemplated by Sections 801 and 901(1) of the Indenture.
ARTICLE TWO
AMENDMENTSTO THE INDENTURE
SECTION 201. References. All references to Total Capital International in the Indenture (as amended or supplemented to the date hereof, but, for the avoidance of doubt, not including this Sixth Supplemental Indenture), the Company's outstanding Securities and the Guarantees shall be deemed to refer to TotalEnergies Capital International, as the context requires.
All references to TOTAL SE in the Indenture (as amended or supplemented to the date hereof, but, for the avoidance of doubt, not including this Sixth Supplemental Indenture), the Company's outstanding Securities and the Guarantees shall be deemed to refer to TotalEnergies SE, as the context requires.
ARTICLE THREE
SUBMISSIONTO JURISDICTION
SECTION 301. Submission to Jurisdiction. The Company and the Guarantor expressly agree that any legal suit, action or proceeding arising out of or based upon the Indenture or the Guarantees may be instituted in any state or Federal court in the Borough of Manhattan, The City of New York, New York, United States of America, waives, to the extent it may effectively do so, any objection which it may have now or hereafter to the laying of the venue of any such suit, action or proceeding, and irrevocably submit to the jurisdiction of any such court in any such suit, action or proceeding.
ARTICLE FOUR
MISCELLANEOUS
SECTION 401. Execution as Supplemental Indenture. This Sixth Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Base Indenture, as amended from time to time, and, as provided in the Base Indenture, this Sixth Supplemental Indenture forms a part thereof. Except as herein expressly otherwise defined, the use of the terms and expressions herein is in accordance with the definitions, uses and constructions contained in the Base Indenture.
SECTION 402. Provisions Binding on Company’s and Guarantor’s Successors. All the covenants, stipulations, promises and agreements of the Company contained in this Sixth Supplemental Indenture shall bind the Company’s successors and assigns whether so expressed or not. All the covenants, stipulations, promises and agreements of the Guarantor contained in this Sixth Supplemental Indenture shall bind the Guarantor’s successors and assigns whether so expressed or not.
SECTION 403. New York Contract. This Sixth Supplemental Indenture shall be governed by and construed in accordance with the laws of the state of New York.
SECTION 404. Execution and Counterparts. This Sixth Supplemental Indenture may be executed with counterpart signature pages or in any number of counterparts, each of which shall be an original but such counterparts shall together constitute but one and the same instrument.
The words “execution,” “signed,” “signature,” and words of like import in this Sixth Supplemental Indenture or in any other certificate, agreement or document related to this Sixth Supplemental Indenture shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign or any other electronic process or digital signature provider as specified in writing to the Trustee and agreed to by the Trustee in its sole discretion). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act. Each party agrees that this Sixth Supplemental Indenture and any other documents to be delivered in connection herewith may be electronically or digitally signed using DocuSign (or any other electronic process or digital signature provider as specified in writing to the Trustee and agreed to by the Trustee in its sole discretion), and that any such electronic or digital signatures appearing on this Sixth Supplemental Indenture or such other documents are the same as handwritten signatures for the purposes of validity, enforceability and admissibility. The Company agrees to assume all risks arising out of the use of electronic or digital signatures and electronic methods to submit any communications to Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.
SECTION 405. Capitalized Terms. Capitalized terms not otherwise defined in this Sixth Supplemental Indenture shall have the respective meanings assigned to them in the Base Indenture.
IN WITNESS WHEREOF, the Company and the Trustee hereto have caused this Sixth Supplemental Indenture to be duly executed, and the Guarantor has caused this Sixth Supplemental Indenture to be signed on its behalf by its duly appointed attorney, all as of the day and year first above written.
| TOTALENERGIES CAPITAL INTERNATIONAL | |
|---|---|
| By: | /s/<br> ANTOINE LARENAUDIE |
| Name: | Antoine Larenaudie |
| Title: Director | |
| Attest: | |
| --- | |
| By: /s/ JEAN-CHRISTOPHE TINÉ | |
| Name: Jean-Christophe Tiné | |
| Title:<br> Authorized Signatory | |
| TOTALENERGIES<br> SE | |
| --- | --- |
| By: | /s/<br> ANTOINE LARENAUDIE |
| Name: | Antoine<br> Larenaudie |
| Title: Group<br> Treasurer |
[SignaturePage to Sixth Supplemental Indenture]
| THE BANK OF NEW YORK MELLON,<br><br> acting through its London Branch, as Trustee | |
|---|---|
| By: | /s/<br> MELISSA LAIDLEY |
| Name: | Melissa Laidley |
| Title: Vice<br>President |
[SignaturePage to the Sixth Supplemental Indenture]
Exhibit 4.2
TOTALENERGIES CAPITAL INTERNATIONAL
TOTALENERGIES SE
Officer’s Certificate
Pursuant to Section 102 of the Indenture
Antoine Larenaudie, duly appointed Director (Administrateur) of TotalEnergies Capital International, a société anonyme duly organized and existing under the laws of the Republic of France, registered with the Registre du Commerce et des Sociétés of Nanterre under number 479 858 854 (the “Company”), and duly appointed Group Treasurer of TotalEnergies SE, a European company (SocietasEuropaea or SE) duly organized and existing under the laws of the Republic of France, registered with the Registre du Commerceet des Sociétés of Nanterre under number 542 051 180 (the “Guarantor”), hereby makes the following statements pursuant to Section 102 of the indenture dated February 17, 2012, as amended by the first supplemental indenture dated February 19, 2019, by the fifth supplemental indenture dated July 22, 2020, and as further amended by the sixth supplemental indenture dated June 17, 2021, among the Company, the Guarantor and The Bank of New York Mellon, acting through its London Branch, as trustee (the “Indenture”):
(a) the undersigned has read the provisions of the Indenture, including without limitation, Section 901(1) setting forth the conditions relating to the succession of another corporation, including as substitute obligor, to the Company or the Guarantor and the assumption by such successor of the covenants of the Company or Guarantor in the Indenture and in the Guarantees and in respect of compliance with which this certificate is being delivered, and the definitions in the Indenture relating thereto;
(b) the undersigned has examined the resolutions of the Board of Directors of the Company, such other corporate records of the Company and the Guarantor, and such other documents deemed necessary as a basis for the opinion hereinafter expressed;
(c) in the opinion of the undersigned, such examination is sufficient to enable it to express an informed opinion as to whether or not the conditions referred to above have been complied with; and
(d) the undersigned is of the opinion that such conditions have been complied with.
Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Indenture.
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this certificate as of the date set forth below.
| Dated: June 17, 2021 | TOTALENERGIES CAPITAL INTERNATIONAL | ||
|---|---|---|---|
| By: | /s/ ANTOINE LARENAUDIE | ||
| Name: | Antoine Larenaudie | ||
| Title: | Director | ||
| TOTALENERGIES SE | |||
| By: | /s/ ANTOINE LARENAUDIE | ||
| Name: | Antoine Larenaudie | ||
| Title: | Group Treasurer |
[Signature Page to Officer’sCertificate under the Indenture]
Exhibit 4.3
TotalEnergies Capital,
Company
and
TotalEnergies SE,
Guarantor
TO
The Bank of New York Mellon, acting through itsLondon Branch
Trustee
Third Supplemental Indenture
Dated as of June 17, 2021
Supplement to Indenture dated as of October 2, 2009, as amended from time to time
THIRD SUPPLEMENTAL INDENTURE
This THIRD SUPPLEMENTAL INDENTURE, dated as of June 17, 2021 (this “Third Supplemental Indenture”), is entered into by and between TotalEnergies Capital, a société anonymeduly organized and existing under the laws of the Republic of France, registered with the Registre du Commerce et des Sociétés of Nanterre under number 428 292 023 (herein called the “Company”), having its principal office at 2, place Jean Millier, La Défense 6, 92400 Courbevoie, France, and TotalEnergies SE, a European company (Societas Europaea or SE) duly organized and existing under the laws of the Republic of France, registered with the Registre du Commerce et des Sociétés of Nanterre under number 542 051 180 (herein called the “Guarantor”), having its principal office at 2, place Jean Millier, La Défense 6, 92400 Courbevoie, and The Bank of New York Mellon, acting through its London Branch, as Trustee (herein called the “Trustee”) having its principal corporate trust office at One Canada Square, London E14 5AL, United Kingdom.
RECITALS
WHEREAS, Total Capital, a société anonyme duly organized and existing under the laws of the Republic of France (herein called “Total Capital”) and TOTAL S.A., a sociétéanonyme organized under the laws of the Republic of France (such company, as organized as a société anonyme, “TOTAL S.A.”), have heretofore executed and delivered to the Trustee the Indenture, dated as of October 2, 2009 (herein called the “Base Indenture,” and together with the First Supplemental Indenture, the Second Supplemental Indenture (each as defined below) and this Third Supplemental Indenture, the “Indenture”), providing for the issuance from time to time outside France of one or more series of Total Capital’s unsecured debentures, notes or other evidences of indebtedness (herein and in the Base Indenture called the “Securities”), the forms and terms of which are to be determined as set forth in Sections 201 and 301 of the Base Indenture;
WHEREAS, Total Capital, TOTAL S.A. and the Trustee entered into a first supplemental indenture dated October 11, 2018 (the “First Supplemental Indenture”), which amended and supplemented certain provisions of the Base Indenture;
WHEREAS, pursuant to a transformation plan adopted by the Board of Directors of the Guarantor on October 29, 2019, as approved by TOTAL S.A.’s extraordinary general meeting of the shareholders on May 29, 2020, TOTAL S.A. converted its legal form from a société anonyme into a European company (Societas Europaea or SE) (such conversion, the "Transformation") in accordance with Regulation (EC) No. 2157/2001 and Directive No. 2001/86/EC of the European Council dated October 8, 2001 and article L. 255-245-1 of the French Commercial Code (Code de commerce) (TOTAL S.A. following such Transformation, as organized as a European company, “TOTAL SE” or the "Guarantor"), and the Transformation took effect on July 16, 2020;
WHEREAS, Total Capital, TOTAL SE and the Trustee entered into a second supplemental indenture dated July 22, 2020 (the “Second Supplemental Indenture”), which amended and supplemented certain provisions of the Base Indenture;
WHEREAS, for the avoidance of doubt, The Bank of New York Mellon, acting through its London Branch, acts as Trustee and Paying Agent and The Bank of New York Mellon, New York, acts as Registrar and Transfer Agent under the Indenture;
WHEREAS, each series of Securities outstanding under the Indenture is guaranteed by TOTAL SE, and the Trustee has been appointed as trustee for each series;
WHEREAS, as approved by TOTAL SE’s extraordinary general meeting of the shareholders on May 28, 2021, TOTAL SE adopted the new corporate name TotalEnergies SE (hereinafter, “TotalEnergies” or the “Guarantor”);
WHEREAS, as approved by Total Capital’s extraordinary general meeting of the shareholders on June 15, 2021, Total Capital adopted the new corporate name TotalEnergies Capital (hereinafter, “TotalEnergies Capital” or the “Company”);
WHEREAS, Section 901(1) of the Base Indenture permits supplements thereto without the consent of Holders to evidence the succession of another corporation, including as substitute obligor, to Total Capital and TOTAL SE and the assumption by any such successor of the covenants of Total Capital and TOTAL SE, respectively contained in the Indenture and the Guarantees;
WHEREAS, the changes set forth in this Third Supplemental Indenture shall apply to the outstanding series of Securities and each series of Securities issued on or after the date hereof; and
WHEREAS, all things necessary to make this Third Supplemental Indenture a valid agreement of the Company and the Guarantor, in accordance with its terms, have been done.
NOW THEREFORE, in consideration of the premises, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or of any series thereof, as follows:
ARTICLE ONE
ASSUMPTION OF OBLIGATIONS
Section 101. Assumption of Obligations. In connection with the aforementioned name changes, the Company expressly assumes the obligations of Total Capital under the Indenture and the performance of every covenant of Total Capital set forth in the Indenture, in each case, as contemplated by Sections 801 and 901(1) of the Indenture and the Guarantor expressly assumes the obligations of TOTAL SE under the Indenture and its Guarantees and the performance of every covenant of TOTAL SE set forth in the Indenture and the Guarantees, in each case, as contemplated by Sections 801 and 901(1) of the Indenture.
ARTICLE TWO
AMENDMENTS TO THE INDENTURE
SECTION 201. References. All references to Total Capital in the Indenture (as amended or supplemented to the date hereof, but, for the avoidance of doubt, not including this Third Supplemental Indenture), the Company's outstanding Securities and the Guarantees shall be deemed to refer to TotalEnergies Capital, as the context requires.
All references to TOTAL SE in the Indenture (as amended or supplemented to the date hereof, but, for the avoidance of doubt, not including this Third Supplemental Indenture), the Company's outstanding Securities and the Guarantees shall be deemed to refer to TotalEnergies SE, as the context requires.
ARTICLE THREE
SUBMISSION TO JURISDICTION
SECTION 301. Submission to Jurisdiction. The Company and the Guarantor expressly agree that any legal suit, action or proceeding arising out of or based upon the Indenture or the Guarantees may be instituted in any state or Federal court in the Borough of Manhattan, The City of New York, New York, United States of America, waives, to the extent it may effectively do so, any objection which it may have now or hereafter to the laying of the venue of any such suit, action or proceeding, and irrevocably submit to the jurisdiction of any such court in any such suit, action or proceeding.
ARTICLE FOUR
MISCELLANEOUS
SECTION 401. Execution as Supplemental Indenture. This Third Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Base Indenture, as amended from time to time, and, as provided in the Base Indenture, this Third Supplemental Indenture forms a part thereof. Except as herein expressly otherwise defined, the use of the terms and expressions herein is in accordance with the definitions, uses and constructions contained in the Base Indenture.
SECTION 402. Provisions Binding on Company’s and Guarantor’s Successors. All the covenants, stipulations, promises and agreements of the Company contained in this Third Supplemental Indenture shall bind the Company’s successors and assigns whether so expressed or not. All the covenants, stipulations, promises and agreements of the Guarantor contained in this Third Supplemental Indenture shall bind the Guarantor’s successors and assigns whether so expressed or not.
SECTION 403. New York Contract. This Third Supplemental Indenture shall be governed by and construed in accordance with the laws of the state of New York.
SECTION 404. Execution and Counterparts. This Third Supplemental Indenture may be executed with counterpart signature pages or in any number of counterparts, each of which shall be an original but such counterparts shall together constitute but one and the same instrument.
The words “execution,” “signed,” “signature,” and words of like import in this Third Supplemental Indenture or in any other certificate, agreement or document related to this Third Supplemental Indenture shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign or any other electronic process or digital signature provider as specified in writing to the Trustee and agreed to by the Trustee in its sole discretion). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act. Each party agrees that this Third Supplemental Indenture and any other documents to be delivered in connection herewith may be electronically or digitally signed using DocuSign (or any other electronic process or digital signature provider as specified in writing to the Trustee and agreed to by the Trustee in its sole discretion), and that any such electronic or digital signatures appearing on this Third Supplemental Indenture or such other documents are the same as handwritten signatures for the purposes of validity, enforceability and admissibility. The Company agrees to assume all risks arising out of the use of electronic or digital signatures and electronic methods to submit any communications to Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.
SECTION 405. Capitalized Terms. Capitalized terms not otherwise defined in this Third Supplemental Indenture shall have the respective meanings assigned to them in the Base Indenture.
IN WITNESS WHEREOF, the Company and the Trustee hereto have caused this Third Supplemental Indenture to be duly executed, and the Guarantor has caused this Third Supplemental Indenture to be signed on its behalf by its duly appointed attorney, all as of the day and year first above written.
| TOTALENERGIES CAPITAL | |
|---|---|
| By: /s/ ANTOINE LARENAUDIE | |
| Name: Antoine Larenaudie | |
| Title: Director | |
| Attest: | |
| By: /s/ JEAN-CHRISTOPHE TINÉ | |
| Name: Jean-Christophe Tiné | |
| Title: Authorized Signatory | |
| TOTALENERGIES SE | |
| By: /s/ ANTOINE LARENAUDIE | |
| Name: Antoine Larenaudie | |
| Title: Group Treasurer |
[Signature Page to Third Supplemental Indenture]
| THE BANK OF NEW YORK MELLON,<br><br>acting through its London Branch, as Trustee | |
|---|---|
| By: | /s/ MELISSA LAIDLEY |
| Name: | Melissa Laidley |
| Title: | Vice President |
[Signature Page to the Third SupplementalIndenture]
Exhibit 4.4
TOTALENERGIES CAPITAL
TOTALENERGIES SE
Officer’s Certificate
Pursuant to Section 102 of the Indenture
Antoine Larenaudie, duly appointed Director (Administrateur) of TotalEnergies Capital, a société anonyme duly organized and existing under the laws of the Republic of France, registered with the Registre du Commerce et des Sociétés of Nanterre under number 428 292 023 (the “Company”), and duly appointed Group Treasurer of TotalEnergies SE, a European company (SocietasEuropaea or SE) duly organized and existing under the laws of the Republic of France, registered with the Registre du Commerceet des Sociétés of Nanterre under number 542 051 180 (the “Guarantor”), hereby makes the following statements pursuant to Section 102 of the indenture dated October 2, 2009, and amended by the first supplemental indenture dated October 11, 2018 and by the second supplemental indenture dated July 22, 2020 and as further amended by the third supplemental indenture dated June 17, 2021, among the Company, the Guarantor and The Bank of New York Mellon, acting through its London Branch, as trustee (the “Indenture”):
(a) the undersigned has read the provisions of the Indenture, including without limitation, Section 901(1) setting forth the conditions relating to the succession of another corporation, including as substitute obligor, to the Company or the Guarantor and the assumption by such successor of the covenants of the Company or Guarantor in the Indenture and in the Guarantees and in respect of compliance with which this certificate is being delivered, and the definitions in the Indenture relating thereto;
(b) the undersigned has examined the resolutions of the Board of Directors of the Company, such other corporate records of the Company and the Guarantor, and such other documents deemed necessary as a basis for the opinion hereinafter expressed;
(c) in the opinion of the undersigned, such examination is sufficient to enable it to express an informed opinion as to whether or not the conditions referred to above have been complied with; and
(d) the undersigned is of the opinion that such conditions have been complied with.
Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Indenture.
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this certificate as of the date set forth below.
| Dated: June 17, 2021 | TOTALENERGIES CAPITAL |
|---|---|
| By: | /s/ ANTOINE<br> LARENAUDIE |
| --- | --- |
| Name: Antoine Larenaudie | |
| Title: Director | |
| TOTALENERGIES SE | |
| --- | |
| By: | /s/ ANTOINE<br> LARENAUDIE |
| --- | --- |
| Name: Antoine Larenaudie | |
| Title: Group Treasurer |
[Signature Page to Officer’s Certificate under the Indenture]
Exhibit4.5
TotalEnergiesCapital Canada Ltd.,
Company
and
TotalEnergiesSE,
Guarantor
TO
TheBank of New York Mellon, acting through its London Branch
Trustee
SecondSupplemental Indenture
Dated as of June 17, 2021
Supplement to Indenture dated as of January 28, 2011, as amended from time to time
SECONDSUPPLEMENTAL INDENTURE
This SECOND SUPPLEMENTAL INDENTURE, dated as of June 17, 2021 (this “Second Supplemental Indenture”), is entered into by and between TotalEnergies Capital Canada Ltd., a corporation duly organized and existing under the laws of Alberta, Canada (herein called the “Company”), having its principal office at 2900, 240 — 4th Avenue S.W., Calgary, Alberta, T2P 4H4, Canada, and TotalEnergies SE, a European company (Societas Europaea or SE) duly organized and existing under the laws of the Republic of France, registered with the Registredu Commerce et des Sociétés of Nanterre under number 542 051 180 (herein called the “Guarantor”), having its principal office at 2, place Jean Millier, La Défense 6, 92400 Courbevoie, and The Bank of New York Mellon, acting through its London Branch, as Trustee (herein called the “Trustee”) having its principal corporate trust office at One Canada Square, London E14 5AL, United Kingdom.
RECITALS
WHEREAS, Total Capital Canada Ltd., a corporation duly organized and existing under the laws of Alberta, Canada (herein called “TCCL”) and TOTAL S.A., a société anonyme organized under the laws of the Republic of France (such company, as organized as a société anonyme, “TOTAL S.A.”), have heretofore executed and delivered to the Trustee the Indenture, dated as of January 28, 2011 (herein called the “Base Indenture," and together with the First Supplemental Indenture (as defined below) and this Second Supplemental Indenture, the “Indenture”), providing for the issuance from time to time of one or more series of TCCL's unsecured debentures, notes or other evidences of indebtedness (herein and in the Base Indenture called the “Securities”), the forms and terms of which are to be determined as set forth in Sections 201 and 301 of the Base Indenture;
WHEREAS, TCCL, TOTAL S.A. and the Trustee entered into a first supplemental indenture dated July 22, 2020 (the “First Supplemental Indenture”), which amended and supplemented certain provisions of the Base Indenture;
WHEREAS, pursuant to a transformation plan adopted by the Board of Directors of the Guarantor on October 29, 2019, as approved by TOTAL S.A.’s extraordinary general meeting of the shareholders on May 29, 2020, TOTAL S.A. converted its legal form from a sociétéanonyme into a European company (Societas Europaea or SE) (such conversion, the "Transformation") in accordance with Regulation (EC) No. 2157/2001 and Directive No. 2001/86/EC of the European Council dated October 8, 2001 and article L. 255-245-1 of the French Commercial Code (Code de commerce) (TOTAL S.A. following such Transformation, as organized as a European company, “TOTAL SE” or the "Guarantor"), and the Transformation took effect on July 16, 2020;
WHEREAS, for the avoidance of doubt, The Bank of New York Mellon, acting through its London Branch, acts as Trustee and Paying Agent and The Bank of New York Mellon, New York, acts as Registrar and Transfer Agent under the Indenture;
WHEREAS, each series of Securities outstanding under the Indenture is guaranteed by TOTAL SE, and the Trustee has been appointed as trustee for each series;
WHEREAS, as approved by TOTAL SE’s extraordinary general meeting of the shareholders on May 28, 2021, TOTAL SE adopted the new corporate name TotalEnergies SE (hereinafter, “TotalEnergies” or the “Guarantor”);
WHEREAS, pursuant to a special resolution of the sole shareholder of TCCL dated effective June 15, 2021, TCCL adopted the new corporate name TotalEnergies Capital Canada Ltd. (hereinafter, “TECCL” or the “Company”);
WHEREAS, Section 901(1) of the Base Indenture permits supplements thereto without the consent of Holders to evidence the succession of another corporation, including as substitute obligor, to TCCL and
TOTAL SE and the assumption by any such successor of the covenants of TCCL and TOTAL SE, respectively contained in the Indenture and the Guarantees;
WHEREAS, the changes set forth in this Second Supplemental Indenture shall apply to the outstanding series of Securities and each series of Securities issued on or after the date hereof; and
WHEREAS, all things necessary to make this Second Supplemental Indenture a valid agreement of the Company and the Guarantor, in accordance with its terms, have been done.
NOW THEREFORE, in consideration of the premises, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or of any series thereof, as follows:
ARTICLE ONE
ASSUMPTIONOF OBLIGATIONS
Section 101. Assumption of Obligations. In connection with the aforementioned name changes, the Company expressly assumes the obligations of TCCL under the Indenture and the performance of every covenant of TCCL set forth in the Indenture, in each case, as contemplated by Sections 801 and 901(1) of the Indenture and the Guarantor expressly assumes the obligations of TOTAL SE under the Indenture and its Guarantees and the performance of every covenant of TOTAL SE set forth in the Indenture and the Guarantees, in each case, as contemplated by Sections 801 and 901(1) of the Indenture.
ARTICLE TWO
AMENDMENTSTO THE INDENTURE
SECTION 201. References. All references to Total Capital Canada Ltd. in the Indenture (as amended or supplemented to the date hereof, but, for the avoidance of doubt, not including this Second Supplemental Indenture), the Company's outstanding Securities and the Guarantees shall be deemed to refer to TotalEnergies Capital Canada Ltd., as the context requires.
All references to TOTAL SE in the Indenture (as amended or supplemented to the date hereof, but, for the avoidance of doubt, not including this Third Supplemental Indenture), the Company's outstanding Securities and the Guarantees shall be deemed to refer to TotalEnergies SE, as the context requires.
ARTICLE THREE
SUBMISSIONTO JURISDICTION
SECTION 301. Submission to Jurisdiction. The Company and the Guarantor expressly agree that any legal suit, action or proceeding arising out of or based upon the Indenture or the Guarantees may be instituted in any state or Federal court in the Borough of Manhattan, The City of New York, New York, United States of America, waives, to the extent it may effectively do so, any objection which it may have now or hereafter to the laying of the venue of any such suit, action or proceeding, and irrevocably submit to the jurisdiction of any such court in any such suit, action or proceeding.
ARTICLE FOUR
MISCELLANEOUS
SECTION 401. Execution as Supplemental Indenture. This Second Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Base Indenture, as amended from time to
time, and, as provided in the Base Indenture, this Second Supplemental Indenture forms a part thereof. Except as herein expressly otherwise defined, the use of the terms and expressions herein is in accordance with the definitions, uses and constructions contained in the Base Indenture.
SECTION 402. Provisions Binding on Company’s and Guarantor’s Successors. All the covenants, stipulations, promises and agreements of the Company contained in this Second Supplemental Indenture shall bind the Company’s successors and assigns whether so expressed or not. All the covenants, stipulations, promises and agreements of the Guarantor contained in this Second Supplemental Indenture shall bind the Guarantor’s successors and assigns whether so expressed or not.
SECTION 403. New York Contract. This Second Supplemental Indenture shall be governed by and construed in accordance with the laws of the state of New York.
SECTION 404. Execution and Counterparts. This Second Supplemental Indenture may be executed with counterpart signature pages or in any number of counterparts, each of which shall be an original but such counterparts shall together constitute but one and the same instrument.
The words “execution, “signed,” “signature,” and words of like import in this Second Supplemental Indenture or in any other certificate, agreement or document related to this Second Supplemental Indenture shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign or any other electronic process or digital signature provider as specified in writing to the Trustee and agreed to by the Trustee in its sole discretion). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act. Each party agrees that this Second Supplemental Indenture and any other documents to be delivered in connection herewith may be electronically or digitally signed using DocuSign (or any other electronic process or digital signature provider as specified in writing to the Trustee and agreed to by the Trustee in its sole discretion), and that any such electronic or digital signatures appearing on this Second Supplemental Indenture or such other documents are the same as handwritten signatures for the purposes of validity, enforceability and admissibility. The Company agree to assume all risks arising out of the use of electronic or digital signatures and electronic methods to submit any communications to Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.
SECTION 405. Capitalized Terms. Capitalized terms not otherwise defined in this Second Supplemental Indenture shall have the respective meanings assigned to them in the Base Indenture.
IN WITNESS WHEREOF, the Company and the Trustee hereto have caused this Second Supplemental Indenture to be duly executed, and the Guarantor has caused this Second Supplemental Indenture to be signed on its behalf by its duly appointed attorney, all as of the day and year first above written.
| TOTALENERGIES<br> CAPITAL CANADA LTD. | |
|---|---|
| By: | /s/<br> ANTOINE LARENAUDIE |
| --- | --- |
| Name: | Antoine<br> Larenaudie |
| Title: | President |
Attest:
| By: /s/ ERIC LE BOUVIER | |
|---|---|
| Name: Eric Le Bouvier | |
| Title: Authorized Signatory | |
| TOTALENERGIES SE | |
| --- | |
| By: | /s/<br> ANTOINE LARENAUDIE |
| --- | --- |
| Name: | Antoine<br> Larenaudie |
| Title: | Group<br> Treasurer |
[SignaturePage to Second Supplemental Indenture]
| THE BANK OF NEW YORK MELLON,<br><br> acting through its London Branch, as Trustee | |
|---|---|
| By: | /s/<br> MELISSA LAIDLEY |
| Name: | Melissa Laidley |
| Title: | Vice President |
[SignaturePage to the Second Supplemental Indenture]
Exhibit 4.6
TOTALENERGIES CAPITAL CANADA LTD.
TOTALENERGIES SE
Officer’s Certificate
Pursuant to Section 102 of the Indenture
Antoine Larenaudie, duly appointed President of TotalEnergies Capital Canada Ltd., a corporation duly organized and existing under the laws of Alberta, Canada (the “Company”), and duly appointed Group Treasurer of TotalEnergies SE, a European company (Societas Europaea or SE) duly organized and existing under the laws of the Republic of France, registered with the Registre du Commerce et des Sociétés of Nanterre under number 542 051 180 (the “Guarantor”), hereby makes the following statements pursuant to Section 102 of the indenture dated January 28, 2011, as amended by the first supplemental indenture dated July 22, 2020 and as further amended by the second supplemental indenture dated June 17, 2021, among the Company, the Guarantor and The Bank of New York Mellon, acting through its London Branch, as trustee (the “Indenture”):
(a) the undersigned has read the provisions of the Indenture, including without limitation, Section 901(1) setting forth the conditions relating to the succession of another corporation, including as substitute obligor, to the Company or the Guarantor and the assumption by such successor of the covenants of the Company or the Guarantor in the Indenture and in the Guarantees and in respect of compliance with which this certificate is being delivered, and the definitions in the Indenture relating thereto;
(b) the undersigned has examined the resolutions of the Board of Directors of the Company, such other corporate records of the Company and the Guarantor, and such other documents deemed necessary as a basis for the opinion hereinafter expressed;
(c) in the opinion of the undersigned, such examination is sufficient to enable it to express an informed opinion as to whether or not the conditions referred to above have been complied with; and
(d) the undersigned is of the opinion that such conditions have been complied with.
Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Indenture.
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this certificate as of the date set forth below.
| Dated: June 17, 2021 | TOTALENERGIES CAPITAL CANADA LTD. | ||
|---|---|---|---|
| By: | /s/ ANTOINE LARENAUDIE | ||
| Name: | Antoine Larenaudie | ||
| Title: | President | ||
| TOTALENERGIES SE | |||
| By: | /s/ ANTOINE LARENAUDIE | ||
| Name: | Antoine Larenaudie | ||
| Title: | Group Treasurer |
[Signature Page to Officer’sCertificate under the Indenture]