Exhibit
4.5


 


TotalEnergies
Capital Canada Ltd.,


Company


 


and


 


TotalEnergies
SE,


Guarantor


 


TO


 


The
Bank of New York Mellon, acting through its London Branch


Trustee


 


Second
Supplemental Indenture


 


Dated
as of June 17, 2021


 


Supplement
to Indenture dated as of January 28, 2011, as amended from time to time


 






     


     


    

 


SECOND
SUPPLEMENTAL 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 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 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 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, 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


 


ASSUMPTION
OF 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


 


AMENDMENTS
TO 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


 


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 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
                            CAPITAL CANADA LTD.



 


		By:	/s/
                                            ANTOINE LARENAUDIE
	 	Name:	Antoine
                                            Larenaudie
	 	Title:	President



 


Attest:


 


	By: /s/ ERIC LE BOUVIER 	 
	Name: Eric Le Bouvier	 
	Title: Authorized Signatory	 



 





	 	TOTALENERGIES SE



 





		By:	/s/
                                            ANTOINE LARENAUDIE
	 	Name:	Antoine
                                            Larenaudie
	 	Title:	Group
                                            Treasurer


 


[Signature
Page to Second Supplemental Indenture]


 






     


     


    

 


	 	THE BANK OF NEW YORK MELLON,

    acting through its London Branch, as Trustee
	 	 	 
	 	By:	/s/
    MELISSA LAIDLEY

	 	Name:	 Melissa Laidley
	 	Title:	 Vice President


 


[Signature
Page to the Second Supplemental Indenture]