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Denne melding til obligasjonseierne er kun utarbeidet på engelsk. For informasjon vennligst kontakt Norsk Tillitsmann ASA NORSK TILLITSMANN NORWEGIAN TRUSTEE To the bondholders in: ISIN NO 001068383.2 - Santa Maria Offshore Limited Senior Secured Callable Bond Issue 2013/2018 Oslo, 18 September 2013 Summons to Bondholders’ Meeting - proposal to increase and amend the bond issue Norsk Tillitsmann ASA (“Norsk Tillitsmann” or the “Bond Trustee”) acts as trustee for the bondholders (together, the “Bondholders”) in the above mentioned bond issue (the “Bonds” or the “Bond Issue”), a bond loan of USD 175 million issued by Santa Maria Offshore Limited ("Santa Maria RigCo" or the "Issuer"), and guaranteed by Latina Offshore Limited ("Latina Offshore"). Capitalized terms used herein shall have the meaning assigned to them in the bond agreement dated 3 July 2013 (the “Bond Agreement”), unless otherwise stated herein. The information in this summons regarding the Issuer and the described transactions is provided by the Issuer, and the Bond Trustee expressly disclaims all liability whatsoever related to such information. 1. BACKGROUND 1.1 Introduction The Bond Issue by Santa Maria RigCo was settled on 3 July 2013, and the Rig was delivered from the Yard on 31 July 2013. In addition to owning the Santa Maria RigCo, Latina Offshore is the owner of La Covadonga Limited (“La Covadonga Rigco”). La Covadonga Rigco is scheduled to take delivery of Rig 2, the offshore jack-up Keppel FELS Mod V-B drilling rig identified as Hull No. B-338, to be named “La Covadonga”, on 30 November 2013. The Issuer and Latina Offshore is approaching the Bondholders to ask for their consent to allow for the funding need for La Covadonga to be raised through (i) an increase of the Bond Issue for a notional amount of USD 175 million through issuance of new bonds thereunder (the “Tap Issue”) and certain ancillary amendments as described herein, and (ii) additional equity contributed by Constructora y Perforadora Latina S.A. (the “Parent”). 1.2 Further information The Issuer has engaged RS Platou Markets AS ("RS Platou Markets") as financial advisor with respect to the Proposal herein. Accordingly, Bondholders may contact RS Platou Markets as follows for further information: Simen Flaaten, Head of Fixed Income,+47 22016377 Furthermore, Latina Offshore has engaged RS Platou Markets as Sole Manager and Bookrunner in connection with the Tap Issue. The placement of the Tap Issue will be executed through a bookbuilding PO Box 1470 Vika, N-0116 Oslo j Haakon VIIs gate i, Oslo Switchboard:+47 22 87 94 00 | Fax: +47 22 87 9410 | www.tmstee.no 1

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Page 1: NORSK TILLITSMANNstamdata.com/documents/NO0010683832_SB_20130918.pdf · 9/18/2013  · Norsk Tillitsmann ASA (“Norsk Tillitsmann” or the “Bond Trustee”) acts as trustee for

Denne melding til obligasjonseierne er kun utarbeidet på engelsk. For informasjon vennligst kontakt Norsk Tillitsmann ASA

N O R S K T I L L I T S M A N NN O R W EG IA N T R U S T E E

To the bondholders in:

ISIN NO 001068383.2 - Santa Maria Offshore Limited Senior Secured Callable BondIssue 2013/2018

Oslo, 18 September 2013

Summons to Bondholders’ Meeting - proposal to increase and amend the bond issue

Norsk Tillitsmann ASA (“Norsk Tillitsmann” or the “Bond Trustee”) acts as trustee for the bondholders (together, the “Bondholders”) in the above mentioned bond issue (the “Bonds” or the “Bond Issue”), a bond loan of USD 175 million issued by Santa Maria Offshore Limited ("Santa Maria RigCo" or the "Issuer"), and guaranteed by Latina Offshore Limited ("Latina Offshore").

Capitalized terms used herein shall have the meaning assigned to them in the bond agreement dated 3 July 2013 (the “Bond Agreement”), unless otherwise stated herein.

The information in this summons regarding the Issuer and the described transactions is provided by the Issuer, and the Bond Trustee expressly disclaims all liability whatsoever related to such information.

1. BACKGROUND

1.1 Introduction

The Bond Issue by Santa Maria RigCo was settled on 3 July 2013, and the Rig was delivered from the Yard on 31 July 2013. In addition to owning the Santa Maria RigCo, Latina Offshore is the owner of La Covadonga Limited (“La Covadonga Rigco”). La Covadonga Rigco is scheduled to take delivery of Rig 2, the offshore jack-up Keppel FELS Mod V-B drilling rig identified as Hull No. B-338, to be named “La Covadonga”, on 30 November 2013.

The Issuer and Latina Offshore is approaching the Bondholders to ask for their consent to allow for the funding need for La Covadonga to be raised through (i) an increase of the Bond Issue for a notional amount of USD 175 million through issuance of new bonds thereunder (the “Tap Issue”) and certain ancillary amendments as described herein, and (ii) additional equity contributed by Constructora y Perforadora Latina S.A. (the “Parent”).

1.2 Further information

The Issuer has engaged RS Platou Markets AS ("RS Platou Markets") as financial advisor with respect to the Proposal herein. Accordingly, Bondholders may contact RS Platou Markets as follows for further information:

• Simen Flaaten, Head of Fixed Income,+47 22016377

Furthermore, Latina Offshore has engaged RS Platou Markets as Sole Manager and Bookrunner in connection with the Tap Issue. The placement of the Tap Issue will be executed through a bookbuilding

PO Box 1470 Vika, N-0116 Oslo j Haakon VIIs gate i, Oslo Switchboard:+47 22 87 94 00 | Fax: +47 22 87 9410 | www.tmstee.no

1

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process, timing of this is solely in the discretion of the Issuer and RS Platou Markets. When allocating bonds in the Tap Issue, preference will be sought given to existing Bondholders.

RS Platou Markets are acting solely for the Issuer and its affiliates and no-one else in connection herewith. RS Platou Markets expressly disclaim any and all liability whatsoever in connection with the Proposal (including but not limited to the information contained herein).

2. PROPOSED AMENDMENTS TO THE BOND AGREEMENT

In accordance with Clause 16.2 of the Bond Agreement, the Issuer has approached the Bond Trustee to convene a Bondholders’ Meeting for the Bonds in order to consider the Issuer’s request to allow the Tap Issue and amend the Bond Agreement accordingly, pursuant to the authority given to the Bondholders’ Meeting under Clause 16.1 of the Bond Agreement.

Specifically, the Issuer proposes that the Bond Agreement is amended and restated to reflect the following key (not exhaustive) changes (the “Proposal”):

(i) that the loan amount is increased to USD 350 million through a tap issue;

(ii) that the Issuer and borrower under the Bond Agreement is replaced with Latina Offshore (current Guarantor under the Bond Agreement);

(iii) that the Issuer (Santa Maria RigCo) together with Covadonga Rigco provide guarantees (on demand guarantees and for the full amount under the Bond Issue and Tap Issue) for the Bond Issue and the Tap Issue;

(iv) that the Security Interests are expanded and amended to include also Rig 2, La Covadonga, and related assets and interests;

(v) that the covenants and undertakings in the Bond Issue are expanded and amended to include Rig 2, La Covadonga, and the new corporate group structure;

(vi) that, in light of the new asset base, the financial covenants will apply on Latina Offshore level on a consolidated basis and be further amended to reflect (x) a minimum liquidity requirement of USD 10 million, and (y) a minimum equity ratio of 25% in the period from settlement of the Tap Issue until and including 31 December 2014; 27.5% in the period 1 January 2015 until and including 31 December 2015; and 30% thereafter; and

(vii) that Bonds shall be repaid pro rata as follows: (x) USD 8,750,000 on 3 January 2015; (y) USD 15,000,000 on each Interest Payment Date (semi-annually) commencing on 3 July 2015; and (z) the remaining outstanding amount at the Final Maturity Date (all at 100% of par value (plus accrued unpaid interest on redeemed amount).

(viii) such further ancillary amendments to reflect (i) through (vii) above.

The above referred changes are the key changes proposed. For a complete overview of the proposed amendments, please see attached as Schedule B an indicative term sheet for the Tap Issue and the new, amended bond issue terms and Schedule C which provides a comparison against the final term sheet for the existing Bond Issue. The Issuer advises that all Bondholders review these documents carefully.

In addition to approval by the Bondholders, implementation of the Proposal is subject to, and will only be effected upon, the successful placing of the Tap Issue and fulfillment of the conditions precedent for settlement thereof. These conditions precedents are included in the Tap Issue term sheet attached as Schedule B hereto, and includes inter alia (i) no potential or actual Event of Default existing; (ii) the Proposal having been duly approved by the necessary majority of Bondholders, and the amended and restated Bond Agreement having been duly executed by the parties thereto; (iii) corporate resolutions;

N O R S K T I L L I T S M A N NNO R W EG IA N T R U S T E E

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(iv) the Pre-Settlement Security Documents (as defined therein) being executed and perfected; and (v) payment of at least the Minimum Equity Amount as defined therein.

If these conditions are fulfilled, the Proposal will be sought implemented by way of a restated Bond Agreement being entered into between the Bond Trustee, on behalf of the holders of the Existing Bond and the subscribers in the Tap Issue (the "Amended and Restated Bond Agreement"), such Amended and Restated Bond Agreement to reflect the above and ancillary amendments.

3. EVALUATION OF THE PROPOSAL / CONDITIONS

In the Issuer’s opinion, the Proposal represents an attractive solution for the Bondholders. It will give a larger bond (USD 350 million v. original size of USD 175 million), which may be beneficial from a pricing and liquidity perspective. The expansion of the asset base and security package to two rigs increases Bondholders' security and decreases operational risk.

In addition to approval by the Bondholders, implementation of the Proposal remains subject to the successful placing of the Tap Issue and fulfillment of the relevant conditions precedent for settlement thereof. The Issuer will notify the Bondholders through the Bond Trustee and/or Stamdata.no once the placement of the Tap Issue is completed and closed.

The Issuer explicitly reserves its rights, in the Issuer’s sole discretion, to not move forward with the Proposal if the result of the Tap Issue placement is not satisfactory.

The Issuer has informed the Bond Trustee that Bondholders representing more than 2/3 of the outstanding Bonds have granted their pre-approval to the Proposal and have committed to vote in favor of the Proposal in the Bondholders’ meeting.

4. NON-RELIANCE

The Proposal is put forward to the Bondholders without further evaluation or recommendations from the Bond Trustee, and the Bond Trustee emphasizes that each Bondholder should cast its vote in the Bondholders’ meeting based on its own evaluation of the Proposal. Nothing herein shall constitute a recommendation to the Bondholders by the Bond Trustee. The Bondholders must independently evaluate whether the Proposal is acceptable and vote accordingly. The Bond Trustee urges each Bondholder to seek advice in order to evaluate the Proposal.

5. SUMMONS FOR BONDHOLDERS’ MEETING

Bondholders are hereby summoned to a Bondholders’ Meeting:

Time: 4 October 2013 at 13:00 hours (Oslo time)

Place: The premises of Norsk Tillitsmann ASA,Haakon VIIs gt 1, 01061 Oslo - 5th floor

Agenda:1. Approval of the summons.2. Approval of the agenda.3. Election of two persons to co-sign the minutes together with the chairman.4. Request for adoption of the Proposal:

It is proposed that the Bondholders’ Meeting resolve the following:

“The Bondholder’s Meeting approve the Proposal as described in section 2 o f the summons for the Bondholders ’ Meeting.

N O R S K T I L L I T S M A N NNO R W EG IA N T R U S T E E

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N O R S K T I L L I T S M A N NN O R W E G I A N T R U S T E E

The Bond Trustee is hereby authorised to complete the negotiation o f form, terms, conditions and timing in relation to the Proposal, without any obligation to notify the Bondholders as provided for in Clause 16.2 o f the Bond Agreement. Further, the Bond Trustee is given power o f attorney to prepare, finalise and enter into the necessary agreements in connection with documenting the decisions made by the Bondholders ’ Meetings as well as to carry out the necessary completion work, including making appropriate amendments to the Bond Agreement and enter into the Amended and Restated Bond Agreement and an amendment and restatement agreement in relation thereto. ”

To approve the above resolution, Bondholders representing more than 2/3 of the Bonds represented in person or by proxy at the Bondholders' Meeting must vote in favour of the resolution. In order to have a quorum, at least 1/2 of the voting Bonds must be represented at the meeting.

Please find attached a Bondholder’s Form from the Securities Depository (VPS), indicating your bondholding at the printing date. The Bondholder’s Form will serve as proof of ownership of the Bonds and of the voting rights at the Bondholders’ Meeting. (If the bonds are held in custody - i.e. the owner is not registered directly in the VPS - the custodian must confirm; (i) the owner of the bonds, (ii) the aggregate nominal amount of the bonds and (iii) the account number in VPS on which the bonds are registered.)

The individual Bondholder may authorise Norsk Tillitsmann to vote on its behalf, in which case the Bondholder’s Form also serves as a proxy. A duly signed Bondholder’s Form, authorising Norsk Tillitsmann to vote, must then be returned to Norsk Tillitsmann in due time before the meeting is scheduled (by scanned e-mail, telefax or post to [email protected], +47 22 87 94 10, or Norsk Tillitsmann ASA, PO Box 1470 Vika, 0116 Oslo, Norway).

In the event that Bonds have been transferred to a new owner after the Bondholder’s Form was made, the new Bondholder must bring to the Bondholders’ Meeting or enclose with the proxy, as the case may be, evidence which the Bond Trustee accepts as sufficient proof of the ownership of the Bonds.

For practical purposes, we request those who intend to attend the Bondholders’ Meeting, either in person or by proxy other than to Norsk Tillitsmann, to notify Norsk Tillitsmann by telephone or by e- mail (at set out at the first page of this letter) within 16:00 hours (4 pm) (Oslo time) the Banking Day before the meeting takes place.

Yours sincerely Norsk Tillitsmann ASA

Enclosed:Schedule A - Bondholder’s FormSchedule B - Indicative term sheet for the Tap IssueSchedule C - Indicative term sheet for the Tap Issue compared to the term sheet for the existing Bond Issue

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Indicative Term Sheet

ISIN: NO 001068383.2

Latina Offshore Limited

Tap issue of USD 175 million (the "Tap Issue") in an amended and restated

USD 350 million Senior Secured Callable Bond Issue 2013/2018 (the "Bond Issue" or "Bonds")

Expected settlement date: 11 October 2013

Please note that this is an indicative term sheet fo r a contemplated tap issue o f new bonds to be issued as part o f and in connection with a proposed increase and amendment o f the existing bond loan issued by Santa Maria Offshore Limited on 3 Ju ly 2013 (ISIN NO 001068383.2) (the ”Existing Bond”), such increase and amendment being subject to approval by the bondholders in the Existing Bond. Prior to launch of the Tap Issue, a qualified majority o f the holders in the Existing Bond has provided pre­approval to the contemplated increase and amendment. The terms set out herein comprise the terms o f the Tap Issue and the new, increased and amended aggregate Bond Issue (such amended Bond Issue remaining subject to completion of settlement o f the Tap Issue).

Issuer:

Holdco:

Parent:

Guarantors / Rigcos:

Obligors:

Currency:

Tap Issue Amount:

Latina Offshore Limited, a Bermuda registered company (registration no. 47764), to be directly 100% owned by Holdco.

Latina Offshore Holding Limited, a Bermuda company under incorporation directly 100% owned by the Parent.

Constructora y Perforadora Latina S.A., a Mexico registered company (registration no. CPL801111PS2).

Santa Maria Offshore Limited, a Bermuda registered company with registration number 47770 ("Santa Maria Rigco") and La Covadonga Limited, a Bermuda registered company with registration number 47771 ("Covadonga Rigco" and together with Santa Maria Rigco the "Rigcos"), both directly 100% owned subsidiaries of the Issuer (each a "Guarantor").

The Issuer and the Guarantors (each an "Obligor").

USD

USD 175 million

1

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Aggregate Loan Amount: USD 350 million

Interest Rate: 8.875% p.a., semi-annual interest payments.

Tap Issue Settlement Date: Expected to be on or about 11 October 2013.

Notice to be given to subscribers a minimum of two banking days prior to the Tap Issue Settlement Date (on which date the net proceeds of the Tap Issue shall be credited to the Escrow Account (as defined below)).

Final Maturity Date: 3 July 2018 (5 (five) years after the settlement date of the Existing Bond).

Amortization: The Bonds shall be repaid pro rata as follows:

(i) USD 8,750,000 on 3 January 2015 (the Interest Payment Date falling 18 months after the settlement date of the Existing Bond);

(ii) USD 15,000,000 on each Interest Payment Date (semi-annually) commencing on 3 July 2015 (being the Interest Payment Date falling 24 months after the settlement date of the Existing Bond); and

(iii) the remaining outstanding amount of the Bonds to be repaid at the Final Maturity Date.

All scheduled redemptions herein will be at 100% of par value (plus accrued unpaid interest on redeemed amount).

First Interest Payment Date:

3 January 2014

Last Interest Payment Date:

Final Maturity Date

Interest Payments: Interest on the bonds issued in the Tap Issue will accrue from (and including) the settlement date of the Existing Bond and shall be payable on the First Interest Payment Date and thereafter semi-annually in arrears on 3 January and 3 July each year, or if not a banking day in Norway and New York on the first subsequent banking day. Day-count fraction is "30/360",unadjusted.

Tap Issue Price: [103 - 104]% of par value plus accrued interest in the period from the settlement date of the Existing Bond until the Tap Issue Settlement Date.

Nominal value: The Bonds will have a nominal value of USD 1. Minimum subscription and allotment amount in the Tap Issue shall be USD 200,000, and integral multiplies of USD 200,000 thereof.

Status of the Bonds: The Bonds shall constitute senior debt of the Obligors and shall be secured on a first priority basis against certain assets of the Obligors, Holdco and the Parent as set out herein, and otherwise rank at least pari passu with the claims of the Obligors' other creditors, except for obligations which are mandatorily preferred by law. The Bonds shall rank ahead of any subordinated capital.

2

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Call Options: The Issuer may redeem the Bonds (all or nothing) at any time from and including:

Purpose of the Tap Issue:

(i) the Tap Issue Settlement Date to, but not including, 3 July 2015 (two years after settlement of the Existing Bond) at a price equal to:

the present value on the relevant record date of 105% of par value as if such payment originally should have taken place on 3 July 2015; and

the present value on the relevant record date of the remaining interest payments (less any accrued but unpaid interest) through to and including 3 July 2015, and

accrued but unpaid interests on the redeemed amount,

the present value under both (a) and (b) calculated by using a discount rate of 50 basis points over the comparable U.S. Treasury Rate (i.e. comparable to the remaining duration of the Bonds until 3 July 2015) on the 10th banking day prior to the repayment date and where "relevant record date" shall mean a date agreed upon between the Trustee and the Issuer in connection with such repayment. The call notice shall be provided no later than 10 banking days prior to the repayment date;

(ii) 3 July 2015 to, but not including, 3 July 2016 (three years after settlement of the Existing Bond), at a price equal to 105% of par value (plus accrued unpaid interest on redeemed amount);

(iii) 3 July 2016 to, but not including, 3 July 2017 (four years after settlement of the Existing Bond), at a price equal to 103% of par value (plus accrued unpaid interest on redeemed amount); and

(iv) 3 July 2017 to, but not including, the Final Maturity Date at a price equal to 101% of par value (plus accrued unpaid interest on redeemed amount).

The net proceeds from the Tap Issue (net of legal costs, fees of the Managers and the Trustee and any other agreed costs and expenses) shall, subject to the applicable conditions precedents, be applied by the Issuer from the Escrow Account as follows:

(i) firstly, on the Tap Issue Disbursement Date (as defined below), an amount equal to 100% of the interest accrued on the Tap Issue Amount in the period from the settlement date of the Existing Bond (3 July 2013) until the First Interest Payment Date (3 January 2014) (the "Interest Retention Amount") shall be transferred to the Debt Service Reserve Account (as defined below);

(ii) secondly, on the Tap Issue Disbursement Date, an amount up to USD 153.6 million shall be applied towards payment on behalf of Covadonga Rigco of the delivery instalment to the Yard (as defined

(a)

(b)

(c)

3

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Minimum Equity Amount:

Intercompany Loan:

Subordinated Loans:

The Rigs:

below) under the Construction Contract (as defined below) for Rig #2 (as defined below), such payment to be made directly to the Yard or otherwise in accordance with a closing mechanism agreed with the Trustee; and

(iii) thirdly, any remaining proceeds as of the Tap Issue Disbursement Date shall be released to the Issuer Liquidity Account (as defined below) to be (a) forwarded to the Rig #2 Liquidity Account (as defined below) for payment of mobilization and pre-operation costs as incurred in accordance with the Rig #2 Pre-Operational Management Agreement, (b) up to USD 1,000,000 to be paid to the Yard in accordance with the Construction Contract following the acceptance of Rig #2 under a Drilling Contract and (c) otherwise for general corporate purposes of the Issuer and Covadonga Rigco.

In conjunction with the Tap Issue, the Parent shall procure that the Issuer receives new cash (in addition to the proceeds from the Tap Issue) in an amount (the "Minimum Equity Amount") of equity and/or Subordinated Loan which shall constitute the residual between the net proceeds from the Tap Issue and USD 197.5 million (i.e. if the net aggregate proceeds from the Tap Issue amount to USD 182 million (104%), the Minimum Equity Amount is USD 15.5 million).

The forwarding of proceeds from the Tap Issue by the Issuer to Covadonga Rigco and the assumption by the Issuer of the obligations under the consolidated Bond (i.e. assuming the obligations of Santa Maria Rigco under the Existing Bond) will result in the Rigcos owing corresponding amounts to the Issuer in separate intercompany loans, on such terms as acceptable to the Bond Trustee (the "Intercompany Loans"). The Intercompany Loans shall be serviced in accordance with the Application of Earnings provisions herein.

Subordinated loans may be provided (i) from the Parent and/or Holdco as lender to the Issuer as borrower and/or (ii) from the Issuer and/or Guarantors as lender to the Issuer and/or the Guarantors as borrower ("Subordinated Loans" and each a "Subordinated Loan", and agreements for such Subordinated Loans "Subordinated Loan Agreements").

Subordinated Loans shall be fully subordinated to the Bonds.The rights of the Parent, Holdco, the Issuer and/or the Guarantors (as applicable) under the Subordinated Loans shall be subject to a first priority assignment in favour of the Trustee to secure the obligations of the Issuer under the Bond Agreement (as described under Security below).

Subordinated Loans from the Parent and/or Holdco as lender to the Issuer as borrower shall, save for Permitted Distribution (as defined below), have a maturity date (and actually be partly or fully repaid) later than the date of the redemption of the Bonds in full, and with no interest or amortization payment during the term of the Bonds. No Subordinated Loan may be granted or serviced between the Guarantors if there is any Event of Default.

(i) The offshore jack-up Keppel FELS Mod V-B drilling rig named La Santa Maria, constructed at Keppel FELS in Singapore (the "Yard") and registered in the Panamanian Ship Registry and with international call

4

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sign 3FNV4 ("Rig #1") delivered to Santa Maria Rigco on the scheduled delivery date 31 July 2013; and

Delivery Date:

Construction Contract:

Drilling Contracts:

5

(ii) the offshore jack-up Keppel FELS Mod V-B drilling rig identified as HullNo. B-338, to be named "La Covadonga" ("Rig #2", and together with Rig #1, the "Rigs"), which is under construction at the Yard pursuant to the Construction Contract. Rig #2 shall be registered in the Panamanian Ship Registry and delivered to Covadonga Rigco on the Delivery Date.

The date on which the title to Rig #2 is transferred from the Yard to Covadonga Rigco (the "Delivery Date") in accordance with the terms of the Construction Contract, with all relevant equipment properly owned and installed on such date. The Delivery Date is currently scheduled to be on 30 November 2013.

The construction contract dated 29 April 2011 (as amended from time to time) made between Covadonga Rigco and the Yard for the construction of Rig #2 (the "Construction Contract") against payment of a total consideration of USD 192,000,000, with 20% of the contract price already having been paid and 80% of the contract price being payable on the Delivery Date, and USD 1,000,000 being payable within 15 days of acceptance of Rig #2 under the initial Drilling Contract.

The Rigs may during the term of the Bond be operating under one or more drilling contracts (each a "Drilling Contract") with clients in different jurisdictions (each a "Client").

The main strategy is however to secure long term Drilling Contracts for the Rigs with PEMEX Exploracion y Produccion ("Pemex") in Mexico in order to optimize the capabilities and competitive edge of the Rigs and the Parent.

The Issuer shall procure that a Drilling Contract is only entered into if (i) the Client is an internationally reputable oil company and (ii) the Client's drilling operations or jurisdiction of incorporation is not any of Iran, North Korea, Venezuela or any other jurisdiction which is on any applicable United Nations, European Union or the United States of America's sanctions list.

The Parent has received a letter from Pemex dated 30 May 2013, confirming an intention to enter into a seven-year Drilling Contract at a day-rate of approximately USD 158,000 related to Rig #1. Pemex has after this date continued its internal approval processes for awarding a seven-year Drilling Contract for both Rigs at a day-rate of approximately USD 158,000, and the Parent expect a final Pemex approval of such Drilling Contracts on 13 October 2013.

It is anticipated that Drilling Contracts with Pemex will be entered into by the Parent as the contractual party towards Pemex, based on the offers made by the Parent to Pemex and the communications with and approvals by Pemex as described above. The Parent will secure the availability of the Rigs from the Rigcos through the Bareboat Charter Contracts (as defined below).

However, after the initial Drilling Contracts with Pemex are secured, the Parent undertakes to request and use its reasonable best endeavours to

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Bareboat Charter Contracts:

Construction Management Agreement:

Pre-Operational Management Agreements:

6

obtain consent from Pemex to novate the said Drilling Contracts from the Parent to the respective Rigcos (or wholly-owned Mexican subsidiaries thereof), and the Parent shall with respect to future Drilling Contracts (whether with Pemex or not), use its reasonable best endeavours to permit that such Drilling Contracts are entered into directly by the respective Rigcos (or their wholly owned subsidiaries in the relevant jurisdiction) (referred to as the "Direct Rigco Contract Regime"). If required by the Client under the Direct Rigco Contract Regime, the Parent shall provide the Client with a performance guarantee in such form and substance as reasonably requested by the Client. The Issuer shall notify the Trustee in writing prior to any implementation of the Direct Rigco Contract Regime for any of the Rigs, including details of the terms of the new Drilling Contract and the Operational Management Agreement (as defined below).

Any different structure than described above may be applied if required for tax or operational purposes in the relevant jurisdiction, provided that the bondholders will obtain a position with respect to the Security which is no less favourable to the bondholders than as contemplated herein.

The bareboat charter contracts to be entered into between the Parent as charterer and each of the Rigcos as the owners of each of the Rigs (the "Bareboat Charter Contracts") when a Drilling Contract is entered into through the Parent as contractual party thereunder, such Bareboat Charter Contracts to be entered into on main terms as are set out in Appendix 1 hereto.

In the event the Direct Rigco Contract Regime is implemented for any of the Rigs, the relevant Bareboat Charter Contract shall be terminated. Simultaneous with such termination becoming effective, an Operational Management Agreement shall come into force between the relevant Rigco and the Parent (or a third party manager) with respect to provision of marketing and operational management for the relevant Rig.

An agreement entered into between Parent and GL Noble Denton to plan, supervise and manage the construction of Rig #2 (the "Construction Management Agreement") as described in the Preliminary Offering Memorandum.

In conjunction with delivery of Rig #2 and in the period between the Delivery Date and until the first payment is received from the Client under a Drilling Contract for Rig #2, the Parent shall be engaged by Covadonga Rigco as pre­operational manager under a separate pre-operational management agreement ("Rig #2 Pre-Operational Management Agreement").

The Rig #2 Pre-Operational Management Agreement shall be based on the current and continuing regime established for Rig #1, where a pre­operational management agreement came into force in conjunction with delivery of Rig #1 (the "Rig #1 Pre-Operational Management Agreement" and together with the Rig #2 Pre-Operational Management Agreement the "Pre-Operational Management Agreements").

The Rig #2 Pre-Operational Management Agreement shall be entered into between the Parent and Covadonga Rigco prior to the Delivery Date,

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G&A Service Agreements:

Operational Management

providing for the Parent's responsibility as manager for arranging mobilization, import and commissioning of Rig #2 in order for it to be ready and accepted under the relevant Drilling Contract, as well as the first operations under such Drilling Contract.

The Parent shall incur costs under the Rig #2 Pre-Operational Management Agreements on reimbursable basis (with no markup), and based on a budget described in the Preliminary Offering Memorandum, section 5.7 (the "Rig #2 Pre-Operational Costs"). Said Rig #2 Pre-Operational Costs inter alia include certain items payable in conjunction with (and to some extent prior to) delivery and heavy-lift transportation, as well as operational expenses related to Rig #2 for the period from acceptance of Rig #2 under the initial Drilling Contract until the first payment is received from the Client under said initial Drilling Contract. The Rig #2 Pre-Operational Costs are not envisaged to exceed USD 30 million. However, if such budget is exceeded, the shortfall shall be funded firstly by proceeds from the Tap Issue and the corresponding equity injection (including the Minimum Equity Amount) up to an aggregate amount of USD 5 million, and thereafter in cash through (i) new cash equity contribution and/or (ii) increased Subordinated Loan.

The rights of the Parent to receive fees under the Pre-Operational Management Agreements shall in an event of default be subordinated to the bondholders' rights for repayment of the Bonds pursuant to the Parent Undertaking (as defined below) provided that Parent will not be under any obligation to provide services if payment for such services is not made.

The Issuer, Santa Maria Rigco and Covadonga Rigco and the Parent shall enter into an agreement with respect to the Parent's provision of commercial management, accounting, general and administrative services to the Issuer, Santa Maria and Covadonga Rigco (the "Issuer Group G&A Service Agreement"), as further described in the Preliminary Offering Memorandum.

The fees to be paid by the Issuer, Santa Maria Rigco and Covadonga Rigco and received by the Parent under the Issuer Group G&A Service Agreement (including any sub-contracting) shall always be subject to a maximum daily amount (payable monthly) of (i) USD 7,500 in the period from the Delivery Date until Rig #1 is accepted under its initial Drilling Contract (ii) USD 11,250 in the period from Rig #1 is accepted under its initial Drilling Contract until Rig #2 is accepted under its initial Drilling Contract and (iii) USD 15,000 thereafter.

The terms of the current G&A service agreement with respect to Rig #1 only (the "Rig #1 G&A Service Agreement") shall be terminated upon the Issuer Group G&A Service Agreement coming into force on the Delivery Date.

The rights of the Parent to receive fees under the Issuer Group G&A Service Agreement shall in an event of default be subordinated to the bondholders' rights for repayment of the Bonds pursuant to the Parent Undertaking (as defined below) provided that Parent will not be under any obligation to provide services if payment for such services is not made.

In the event of the Direct Rigco Contract Regime being applied for any of the7

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Agreement:

Parent Undertaking:

Management Agreements:

Security:

Rigs (or any of the Rigs is without a Drilling Contract), the relevant Guarantor and the Parent (or another third party reputable rig operator reasonably acceptable to the Trustee) shall enter into a management agreement (the "Operational Management Agreement") with respect to the provision of all marketing and operational management for such Rig. The Operational Management Agreement shall include the required management services for the relevant type of Drilling Contract and be entered into on arm's length terms and for fair market value, such terms to be disclosed to the Trustee in writing in conjunction with notification of implementation of the Direct Rigco Contract Regime. The Trustee shall disclose or make available the proposed terms to the bondholders no less than five (5) days prior to execution of an Operational Management Agreement.

Simultaneously with the Operational Management Agreement coming into force, any applicable Bareboat Charter Contract shall be terminated.

The rights of the Parent to receive fees under any Operational Management Agreement shall in an event of default be subordinated to the bondholders' rights for repayment of the Bonds pursuant to the Parent Undertaking (as defined below) provided that Parent will not be under any obligation to provide services if payment for such services is not made.

The Parent shall execute an undertaking (the "Parent Undertaking") in form and substance satisfactory to the Trustee, including the Parent's Special Covenants and other obligations and undertakings of the Parent as set out herein, including e.g. the subordination of any claims due to the Parent from the Issuer and/or the Guarantors under any Management Agreement and any Subordinated Loan Agreement, to any claims outstanding under the Finance Documents to the Trustee, as well as its confirmation of the Trustee of the undertakings and obligations to be assumed by it under the Bareboat Charter Contracts as provided for herein.

The Construction Management Agreement, the Pre-OperationalManagement Agreements, the G&A Service Agreements, the Operational Management Agreements and Parent Undertaking together are referred to as the "Management Agreements".

All amounts outstanding under the Finance Documents to the Trustee and the bondholders, including but not limited to interest and expenses, shall be secured by the following security on a first priority basis (the "Security"):

Pre Tap Issue Settlement Security:

(i) a Norwegian law pledge over the Issuer's claim against the bank for the amount from time to time standing to the credit of the Issuer in the Escrow Account (as defined below) (the "Escrow Account Pledge");

(ii) a Norwegian law pledge over the Issuer's claim against the bank for the amount from time to time standing to the credit of the Issuer in the Issuer Equity Account (as defined below) (the "Issuer Equity Account Pledge");

8

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(iii) an unconditional and irrevocable on-demand guarantee issued by Santa Maria Rigco (payment by Santa Maria Rigco to be made within fourteen (14) banking days of any demand) (the "Santa Maria Guarantee");

(iv) an assignment (or such similar security under the relevant jurisdiction) of the Intercompany Loan held by the Issuer against Santa Maria Rigco and the Issuer's rights under the relevant agreements related thereto (the "Assignment of Santa Maria Intercompany Loan");

(v) the security as established for the Existing Bond amended or (as the case may be) amended and restated to serve as security for the Bonds (including but not limited to (with respect of Rig #1 or (as the case may be) Santa Maria Rigco), mortgage over Rig #1, assignments of insurances, assignment of Rig #1 Pre-Operational Management Agreement and Rig #1 G&A Services Agreement with the Parent, pledge over the shares in Santa Maria Rigco, floating charge from Santa Maria Rigco and pledge of the Accounts established in conjunction with the Existing Bond;

Pre Tap Issue Disbursement Security:

By the Parent:

(vi) assignment (or such similar security under the relevant jurisdiction)of the earnings and other rights of the Parent under the Pre­Operational Management Agreement with Covadonga Rigco (the "Assignment of Covadonga Pre-Operational ManagementAgreement");

(vii) an assignment (or such similar security under the relevant jurisdiction) of the earnings and other rights of the Parent as manager under the Issuer Group G&A Service Agreement with the Obligors (the "Assignment of G&A Service Agreement");

(viii) a pledge over the Parent's claim against the bank for the amount from time to time standing to the credit of the Parent in the Rig #2 Parent Earnings Accounts (as defined below) (the "Rig #2 Parent Earnings Account Pledge");

(ix) an assignment (or such similar security under the relevantjurisdiction) of the rights of the Parent as lender under any Subordinated Loans not already assigned (the "Parent Assignment of Subordinated Loans");

By Holdco:

(x) an assignment (or such similar security under the relevantjurisdiction) of the rights of the Holdco as lender under any Subordinated Loans (the "Holdco Assignment of Subordinated Loans");

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(xi) a pledge granted by Holdco over all of the shares (100%) in the Issuer (the "Issuer Share Pledge"), together with, inter alia, letters of resignation (effective upon an Event of Default) from the current board members and covenants to obtain such from future board members;

By the Issuer:

(xii) an assignment (or such similar security under the relevantjurisdiction) of the Intercompany Loan held by the Issuer against Covadonga Rigco and the Issuer's rights under the relevant agreements related thereto (the "Assignment of Covadonga Intercompany Loan");

(xiii) an assignment (or such similar security under the relevantjurisdiction) of the rights of the Issuer as lender under anySubordinated Loans (the "Issuer Assignment of SubordinatedLoans");

(xiv) a pledge granted by the Issuer over all of the shares (100%) in Covadonga Rigco (the "Covadonga Share Pledge"), together with, inter alia, letters of resignation (effective upon an Event of Default) from the current board members and covenants to obtain such from future board members;

(xv) a pledge over the Issuer's claim against the bank for the amount from time to time standing to the credit of the Issuer in the Issuer Accounts (as defined below) (save for the Escrow Account Pledge and Issuer Equity Account Pledge which will be established Pre­Settlement) (the "Issuer Account Pledge");

(xvi) floating charge creating security over all relevant assets, rights (including intellectual property rights) and revenues of the Issuer (the "Issuer Floating Charge"), for the avoidance of doubt including any manuals and other operational documentation.

By the Guarantors:

(xvii) an unconditional and irrevocable on-demand guarantee issued by Covadonga Rigco (payment by Covadonga Rigco to be made within fourteen (14) banking days of any demand) (the "Covadonga Guarantee");

(xviii) mortgage over Rig #2 including all relevant equipment being legally part of Rigs #2 under relevant law (the "Rig #2 Mortgage");

(xix) an assignment (or such similar security under the relevant jurisdiction) of the rights of each of the Guarantors as lender under any Subordinated Loans (the "Guarantor Assignment of Subordinated Loans");

(xx) a pledge over Covadonga Rigco's claim against the bank for the amount from time to time standing to the credit of Covadonga Rigco

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in the relevant Rigco Accounts (as defined below) (the "Covadonga Accounts Pledge");

(xxi) an assignment of any relevant insurances related to Rig #2 (other than third party liability insurances) (the "Rig #2 Assignment of Insurances"); and

(xxii) floating charge creating security over all relevant assets, rights (including intellectual property rights) and revenues of Covadonga Rigco (the "Covadonga Floating Charge"), for the avoidance of doubt including any manuals and other operational documentation.

Pre-Drilling Security:

(xxiii) an assignment (or such similar security under the relevant jurisdiction) of the earnings and other rights of the Guarantors under the Bareboat Charter Contracts (the "Assignment of Bareboat Charters");

(xxiv) an assignment of the earnings (or such similar security under the relevant jurisdiction) under the initial Drilling Contracts (the "Earnings Assignments");

(xxv) if permitted under the Drilling Contracts, an assignment of all other rights (than the earnings) of the Parent (or the Rigcos as the case may be), including step-in rights, under the initial Drilling Contract, and if not permitted without consent from the Clients, the Parent (or the Rigcos as the case my be) shall use reasonable best endeavours to obtain the Clients' consent to such assignment with corresponding step in rights (the "Drilling Contract Assignments"); and

(xxvi) to the extent applicable, a pledge or an assignment (or such similar security under the relevant jurisdiction) of the earnings and other rights of the Parent (or a third party manager) under the Operational Management Agreements (the "Assignment of Operational Management Agreements").

The Pre-Settlement Security shall be established no later than on the Tap Issue Settlement Date.

The Pre-Disbursement Security shall be established (and the securities related to the Existing Bond shall be amended and/or restated as required) prior to the first release from the Escrow Account, prior to or on the Tap Issue Disbursement Date.

The Assignment of Bareboat Charters shall be established within 10 days after entry into of the initial Drilling Contract for Rig #1 and Rig #2 respectively and the Assignment of Earnings shall be established within 60 days after entry into of the initial Drilling Contract for Rig #1 and Rig #2 respectively, and for all in no event later than 10 days prior to the anticipated commencement date of the said Drilling Contract. The Drilling Contract

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Quiet Enjoyment Letter:

Application of Earnings:

Assignments shall if permitted under the relevant Drilling Contract be established within the same deadline as the Assignment of Earnings, and to the extent consent is required from the Client, as soon as practical (and in no event more than 30 days) after the Client has given its consent to the assignment. To the extent there is a second (or more) Drilling Contract for any Rig during the term of the Bonds, same Pre-Drilling Security shall be established relating to such Drilling Contract(s) applying same principles and deadlines.

The documents related to the Security in (i) to (xxvi) above shall be referred to herein as the Security Documents.

Ranking:

The Security shall, subject to applicable law only, rank on first priority basis.

The Trustee shall issue a quiet enjoyment letter if so required by any Client, with wording as reasonably requested by such Client.

The quiet enjoyment letter may only be issued if the letter provides for e.g.(i) the Trustee to be notified by the Client of any default under a Drilling Contract by the Parent or a Guarantor (as the case may be) and to be capable of remedying a default within 10 days and (ii) the Trustee to be entitled to nominate a reputable drilling operator with financial strength and technical capability satisfactory to the Client to step into the Drilling Contract and (iii) as a condition that all amounts due and payable under the Drilling Contract are duly made pursuant to the terms thereof (or as otherwise instructed by the Trustee after an Event of Default).

Parent contract regime:

The earnings under each of the Drilling Contracts shall be paid into the relevant Parent Earnings Account (as defined below), and thereafter the following transfers and payments shall be made on a monthly basis within five days after receipt of such earnings ("Transfer Date"):

(i) firstly, from the relevant Parent Earnings Account to the relevant Rigco Earnings Account (as defined below) an amount equal to the monthly rate under the corresponding Bareboat Charter Contract; and therefrom

(a) to the Debt Service Reserve Account (as defined below) an amount equal to the relevant part of the Debt Reserve Payments (as defined below), and which in sum with payments from the other Rigco Earnings Account shall equal the Debt Reserve Payments in full, all as service of the Intercompany Loans; and

(b) to the relevant Rigco Liquidity Account (as defined below) the remaining amount in the above said Rigco Earnings Account after the payment under (a) above, to pay the Rigco's operating expenses (including under the relevant

12

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Management Agreements), for general corporate purposes and to make Permitted Distributions; and

Mexican Trust Arrangement:

(ii) secondly, from the relevant Parent Earnings Account to an operating account nominated by the Parent to cover the operating expenses for the calendar month following the Transfer Date (for operation in Mexico (i) for Rig #1 USD 51,000 per day and (ii) for Rig #2 USD 52,500, as regulated in accordance with Appendix 1); and

(iii) thirdly, with any remaining amount in the relevant Parent Earnings Account to be paid to the relevant Rigco Liquidity Account.

Direct Rigco Contract Regime:

To the extent the Direct Rigco Contract Regime is implemented for any of the Rigs, the earnings under the relevant Drilling Contract shall be received directly into any of the Rigco Earnings Accounts, and thereafter the following transfers and payments shall be made on each Transfer Date:

(i) firstly, to the Debt Service Reserve Account an amount equal to the relevant part of the Debt Reserve Payments, and which in sum with payments from the other Rigco Earnings Account shall equal the Debt Reserve Payments in full, all as service of the Intercompany Loans; and

(ii) secondly, to the relevant Rigco Liquidity Account (as defined below) the remaining amount in the relevant Rigco Earnings Account after the payment under (i) above, to pay the Rigco's operating expenses (including under the relevant Management Agreements), for general corporate purposes and to make Permitted Distributions.

Each of the Rigcos shall make contributions to payments of Amortizations (as specified above) by way of payments from its relevant Rigco Liquidity Account to the Issuer Liquidity Account (from which the Amoritizations will be paid) as service of the Intercompany Loan.

Subsidiary Regime:

To the extent a charter contract is entered into by a subsidiary of any Rigco, payment and transfers of earnings and other payments shall be made in accordance with such regime as currently set out in the Existing Bond agreement with such adjustments as are required to apply for the consolidated Bond Issue.

The Trustee shall, if any Drilling Contracts entered into with Pemex is not providing for payment of earnings thereunder to a USD account outside Mexico, be authorized to enter into Mexican trust arrangements in such form and substance reasonably requested by the Trustee and to be acknowledged by Pemex (the "Mexican Trust Arrangements") withDeutsche Bank or another first class international bank with a credit rating of

13

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Debt Reserve Payments:

Accounts:

Escrow Account:

at least 'A' from Standard & Poor or similar level from Moody or Fitch (the "Fiduciary Bank"). Such Mexican Trust Arrangements shall be entered into if required in order to perfect the Security Documents and secure the application of earnings under the Drilling Contracts as set out herein.

The Mexican Trust Arrangements shall be structured to allow for the receipt of the earnings under any Drilling Contract in a trust account located in Mexico, conversion of any amounts received into USD and transfer of such USD in accordance with a waterfall providing for payment to the Parent Earnings Account and/or the relevant Rigco Earnings Account (as the case may be depending on whether the Direct Rigco Contract Regime has been implemented) in accordance with the Application of Earnings.

The Issuer shall ensure that as from 3 January 2014, an amount equal to no less than 1/6 of the next Interest Payment (the "Debt Reserve Payments") shall be paid on a monthly basis to the Debt Service Reserve Account, such Debt Reserve Payments to be obtained from each of the Rigcos as service of the Intercompany Loan.

The Parent, the Issuer and the Rigcos shall maintain their accounts with first class international bank(s) with a credit rating of at least 'A' from Standard & Poor or similar level from Moody or Fitch.

The following accounts shall be established or maintained (all as defined and described below):

The Parent Earnings Accounts:(i) Rig #1 Parent Earnings Account, and(ii) Rig #2 Parent Earnings Account(jointly referred to as the "Parent Earnings Accounts").

The Issuer Accounts:(i) the Escrow Account;(ii) the Debt Service Reserve Account;(iii) Issuer Equity Account; and(iv) the Issuer Liquidity Account;

(jointly referred to as the "Issuer Accounts");

The Rigco Accounts:(i) the Rig #1 Earnings Account;(v) the Rig #2 Earnings Account;(vi) the Rig #1 Liquidity Account; and(vii) the Rig #2 Liquidity Account

(jointly referred to as the "Rigco Accounts").

The Issuer shall prior to the Tap Issue Settlement Date establish the Escrow Account in USD and the net proceeds from the Tap Issue shall be transferred by the Manager to the Escrow Account on the Tap Issue Settlement Date. The Escrow Account shall be pledged in favour of the Trustee and blocked. The amount in the Escrow Account shall only be used and the Issuer shall be entitled to withdraw amounts for use only according to the Purpose of the Tap Issue, including paying any fees and costs related to the Tap Issue. The

14

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Debt Service Reserve Account:

Issuer shall irrevocably and unconditionally instruct the Trustee and the Paying Agent to pay any fees and costs (including legal costs) due and owing related to the Tap Issue as evidenced through invoice from the Manager (attested by the Issuer) using the proceeds in the Escrow Account, to the extent such fees and costs have not been deducted from the proceeds transferred to the Escrow Account.

Before the first release from the Escrow Account takes place (other than payment of fees and costs as set out above), all the Pre-Disbursement Conditions Precedent (as described below) shall be complied with, or otherwise waived by the Trustee.

The Issuer shall deposit an amount from the first release from the Escrow Account equal to the Interest Retention Amount in the Debt Service Reserve Account. Such Interest Retention Amount shall be used to contribute to making the first Interest Payment under the Bond Issue (together with funds obtained through the Existing Bond).

Each of the Rigcos shall transfer from its respective Rigco Earnings Account the relevant part of the Debt Reserve Payments as set out under Application of Earnings to the Debt Service Reserve Account as service of the Intercompany Loan.

The Debt Service Reserve Account shall be pledged in favour of the Trustee and blocked save for Interest Payments to be paid in accordance with the terms of the Bonds.

Parent Earnings Accounts: The Parent shall procure that all its earnings under each Drilling Contract to which it is a party and all its other net earnings relating to each of the Rigs shall (through a trust account to the extent the Mexican Trust Arrangement has been implemented) be paid directly from the relevant Client to the relevant Parent Earnings Account in its name that have been established in order to receive such earnings for the respective Rigs. The Parent Earnings Accounts shall be pledged and blocked in favour of the Trustee, save for such payments as are described under Application of Earnings.

Issuer Equity Account: The Issuer shall establish an earnings account to which it shall receive the Minimum Equity Amount (the "Issuer Equity Account"). The Issuer Equity Account shall be pledged in favour of the Trustee and blocked in favour of the Trustee, save for (i) an amount up to USD 13.5 million, which shall upon completed settlement of the Tap Issue be free to be forwarded to the Rig #2 Earnings Account to be applied against such part of the Pre-Operational Costs that will incur prior to delivery of Rig #2 and (ii) the residual part of the Minimum Equity Amount shall be released upon satisfaction of the Pre­Disbursement Conditions Precedent.

Issuer Liquidity Account: The Issuer shall establish a regular bank account in its name to function as a liquidity account for the Issuer in accordance with the Application of Earnings and for Permitted Distribution (the "Issuer Liquidity Account"). The Issuer Liquidity Account shall be pledged in favour of the Trustee, but not blocked (unless there is an outstanding Event of Default for which the Trustee has issued a notice).

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Rigco Earnings Accounts:

Rigco Liquidity Accounts:

Pre-Settlement Conditions Precedent:

All earnings under each of the Bareboat Charter Contracts, and under the Drilling Contracts provided that the Direct Rigco Contract Regime has been implemented, to which any of the Rigcos is a party, and all other net earnings relating to each of the Rigs shall be paid directly from the Parent or the relevant Client, as the case may be, to an earnings account established by the relevant Rigco in its name in order to receive such earnings for the respective Rigs (the "Rigco Earnings Accounts"). The Rigco Earnings Accounts shall be pledged in favour of the Trustee and blocked in favour of the Trustee, save for (i) such payments as are described under Application of Earnings and (ii) an amount up to USD 13.5 million, which shall be free to be applied against such part of the Pre-Operational Costs that will incur prior to delivery of Rig #2.

Each of the Rigcos shall establish a regular bank account in its name to function as a liquidity account in accordance with the Application of Earnings and for Permitted Distribution (the "Rigco Liquidity Accounts"). The Rigco Liquidity Accounts shall be pledged in favour of the Trustee, but not blocked (unless there is an outstanding Event of Default for which the Trustee has issued a notice).

Disbursement of the net proceeds of the Tap Issue from the Manager to the Escrow Account and the increase and amendment of the Existing Bonds as described herein will be subject to certain conditions precedent customary for these types of transactions, including (but not limited to):

(i) confirmation from the Issuer that no potential or actual Event of Default exists;

(ii) the required amendments to the Existing Bond having been duly approved by the necessary majority of bondholders in the Existing Bond, and the amended and restated Bond Agreement having been duly executed by the parties thereto;

(iii) certified copies of all necessary corporate resolutions of the Issuer to issue the Bonds in the Tap Issue and the Parent, Holdco and the Obligors to execute the Finance Documents;

(iv) a power of attorney from the Parent, Holdco and each of the Obligors to relevant individuals for their execution of the relevant Finance Documents, or extracts from the relevant register or similar documentation evidencing such individuals' authorisation to execute the Finance Documents on behalf of each such party;

(v) certified copies of (i) the Certificate of Incorporation or other similar official document for each of the Obligors, evidencing that it is validly registered and existing and (ii) the Articles of Association of each of the Obligors;

(vi) to the extent necessary, any public authorisations required for the Tap Issue;

(vii) an agreement between the Trustee and the Issuer related to expenses and fees duly executed;

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Pre-Disbursement Conditions Precedent:

(viii) the Pre-Settlement Security Documents, duly executed and perfected by all parties thereto (including all applicable notices, acknowledgements and consents from the relevant bank(s)), for the avoidance of doubt also including the amended and restated security as established for the Existing Bond to serve as security for the Bonds;

(ix) the Intercompany Loan and Subordinated Loan Agreements related to Santa Maria Rigco, duly executed;

(x) documentation satisfactory to the Trustee that the Issuer has received into the Issuer Equity Account at least the Minimum Equity Amount;

(xi) completion of the corporate restructuring involving the introduction of Holdco and transfer of the Issuer (and the Guarantors indirectly) from the Parent to Holdco;

(xii) the Parent Undertaking duly executed;

(xiii) certified copy of the Project Documents to be executed pre-Delivery, duly executed by the relevant parties; and

(xiv) all legal opinions in respect of the Bond Agreement and the Pre­Settlement Security having been received in form and substance satisfactory to the Trustee.

The Trustee may, in its reasonable opinion, waive the deadline or requirements for documentation as set out above.

Fulfilment of the Pre-Settlement Conditions Precedent is a condition for the proposed amendments to the Existing Bond, which will take effect only upon and subject to completion of settlement of the Tap Issue.

Release from the Escrow Account for the purposes described under Purpose of the Tap Issue above will be subject to customary closing mechanisms as agreed between the Issuer and the Trustee and the satisfaction of relevant conditions precedent including (but not limited to) as set out below prior to or on the disbursement date the ("Tap Issue Disbursement Date").

Pre-Disbursement Conditions Precedent:

(i) a duly executed release notice from the Issuer (including a statement regarding use of funds in accordance with the Purpose of the Tap Issue and confirmation of no potential or actual Event of Default);

(ii) satisfactory documentation evidencing that the Accounts (except the Accounts already established in conjunction with the Existing Bond, the Escrow Account and Issuer Earnings Account) are opened;

(iii) the Intercompany Loan and Subordinated Loan Agreements related17

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to Covadonga Rigco, duly executed;

18

(iv) confirmation from each of the Obligors that no Financial Indebtedness, security or guarantees (other than that expressly permitted under the Finance Documents) exists;

(v) satisfactory evidence that all applicable insurances have been taken out, including report or opinion from an insurance adviser acceptable to the Trustee confirming that the insurances are in compliance with the terms set out herein;

(vi) all Pre-Disbursement Security Documents being executed and perfected (or, with respect to Rig #2, being perfected upon delivery);

(vii) certified copy of the Project Documents relevant to delivery of the Rigs, duly executed by the relevant parties;

(viii) Covadonga Rigco having accepted Rig #2 under the Construction Contract and legal title being transferred to Covadonga Offshore Limited on the Delivery Date and upon payment of the amount due under the Construction Contract;

(ix) evidence satisfactory to the Trustee of due provisional registration in the relevant flag state of Panama of Rig #2 in the name of Covadonga Rigco;

(x) provisional class certificates in respect of Rig #2 confirming that it maintains class free of all overdue recommendations and conditions of the relevant classification society, the final class certificates to be provided to the Trustee within 30 days after the Tap Issue Disbursement Date;

(xi) copies of necessary corporate resolutions from the Parent, Holdco, the Issuer and the Guarantors to execute the Pre-Disbursement Security Documents (unless delivered Pre-Settlement);

(xii) all legal opinions reasonably requested by the Trustee in respect of the Pre-Disbursement Security Documents have been received in form and substance satisfactory to the Trustee; and

(xiii) any other Finance Documents (unless delivered Pre-Settlement and to the extent applicable) are in acceptable form and duly executed.

The Trustee may waive or postpone the delivery of certain conditionsprecedent at its sole discretion.

The conditions precedent to be delivered at Delivery of the Rig shall takeplace in accordance with a closing memorandum satisfactory to the Trustee.

Notwithstanding the above the Trustee shall be authorized to:

(i) pay any fees and costs (including legal costs) due and owing related to the Bond Issue as evidenced through invoice from the Managers

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Representations and Warranties:

Issuer and Guarantor Information Covenants:

(attested by the Issuer) using the proceeds in the Escrow Account, to the extent such fees and costs have not been deducted from the proceeds transferred to the Escrow Account; and

(ii) transfer an amount equal to 6 months interest on the Bonds to the Debt Service Reserve Account five days before the First Interest Payment Date.

Customary representation and warranties in accordance with the current standards of the Trustee and the representations and warranties included in the bond agreement for the Existing Bonds to be provided by the Obligors, Holdco and the Parent, including (i) customary representations and warranties in respect of the Rigs (including without limitations (a) ownership of, encumbrances on and registration of the Rigs, (b) that the Rigs are in good, safe and efficient condition and state of repair consistent with prudent ownership and management practice, (c) classification of the Rigs and (d) management services of the Rigs) and (ii) ownership of the Obligors.

The Issuer and the Guarantors shall:

(i) without being requested to do so, promptly inform the Trustee in writing of any Event of Default, any event or circumstance which they understand or ought to understand may lead to an Event of Default and any other event which may have a Material Adverse Effect;

(ii) without being requested to do so, inform the Trustee in writing if either of they agrees to sell or dispose of all or a substantial part of their assets or operations, or change the nature of their business;

(iii) prepare annual audited reports and unaudited quarterly reports for the Issuer on an unconsolidated and consolidated basis with the Guarantors and annual audited reports and unaudited quarterly reports for each of the Guarantors and make such reports available on the Issuer's website or a website relating to the Issuer (e.g. the Parent's website) as soon as they become available, and not later than 120 days after the end of the financial year and not later than 60 days after the end of the relevant quarter, provided always that such preparation and publication of reports are in accordance with applicable rules and regulations. Such reports shall be prepared in accordance with IFRS, and include a profit and loss account, balance sheet, cash flow statement and management commentary or report from the Issuer's and the Guarantors' Boards of Directors;

(iv) at the request of the Trustee, report the balance of the Issuer's Bonds;

(v) without being requested to do so, send the Trustee copies of any statutory notifications of any of the Obligors, including but not limited to in connection with mergers, de-mergers and reduction of the Issuer's share capital or equity;

(vi) after the Bonds are listed on an exchange, without being requested19

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to do so, send a copy to the Trustee of its notices to the exchange;

Issuer General and Special Covenants:

20

(vii) without being requested to do so, inform the Trustee of changes in the registration of the Bonds in the Securities Depository; and

(viii) within a reasonable time, provide such information about the Obligors' business, assets and financial condition as the Trustee may reasonably request.

During the term of the Bonds, the Issuer shall (unless the Trustee or the bondholders' meeting (as the case may be) in writing has agreed otherwise) comply with the following general and special covenants:

Ownership. The Issuer shall maintain a 100% direct ownership and control over the Guarantors, provided however that it can carry out a sale of 100% of the shares in any of the Guarantors subject to the Mandatory Prepayment provisions.

Pari passu ranking. The Issuer shall ensure that its obligations under the Bond Agreement and any other Finance Document shall at all time rank at least as set under "Status of the Bonds" above.

Mergers. The Issuer shall not carry out any merger or other business combination or corporate reorganization involving a consolidation of the assets and obligations of the Issuer with any other companies or entities if such transaction would have a Material Adverse Effect.

De-mergers. The Issuer shall not carry out any de-merger or other corporate reorganization involving a split of the Issuer into two or more separate companies or entities, if such transaction would have a Material Adverse Effect.

Continuation of business. The Issuer shall not cease to carry on its business, and shall procure that no substantial change is made to the general nature of the business from that carried on at the date of the Bond Agreement, and/or as set out in the Bond Agreement.

Disposal of business. The Issuer shall not sell or otherwise dispose of all or a substantial part of its assets or operations, provided however that it can carry out a sale of 100% of the shares in any of the Guarantors subject to the Mandatory Prepayment provisions.

Arm's length transactions. The Issuer shall not enter into any transaction with any person except on arm's length terms and for fair market value.

Corporate status. The Issuer shall not change its type of organization or jurisdiction of incorporation.

Compliance with laws. The Issuer shall perform its business in accordance with acknowledged, careful and sound practices in all material aspects and comply in all material respects with all laws and regulations it or they may be subject to from time to time. The Issuer shall ensure that it is not engaged in any conduct prohibited by any legal requirement of any program

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administered by the Office of Foreign Asset Control ("OFAC") of the U. S. Department of Treasury and the Issuer shall not engage in any conduct that would cause adverse consequences to the Issuer or the bondholders under any program administered by OFAC.

Project Documents. The Issuer shall (i) perform and observe in all material respects with all of its covenants and agreements contained in any of the Project Documents to which it is or becomes a party, (ii) take all necessary action to prevent the termination of any such Project Documents in accordance with the terms thereof or otherwise, other than as a result of expiry of the relevant contract period or termination by counter party against payment of early termination fees reflecting remaining contract period (iii) take any and all action as may be reasonably necessary promptly to enforce its rights and to collect any and all sums due to it under such Project Documents, (iv) not consent to any amendment of any such Project Document or exercise any material option thereunder except for consents or exercise of options within the project budget (as set out in the Preliminary Offering Memorandum) or if not having any material negative impact on the value of any of the Rigs.

No other business. The Issuer shall not invest or take part in any other activity than solely related to the ownership of the Rigs and the Bond Issue.

Bank Accounts. The Issuer shall not have or open any bank accounts other than the Issuer Accounts.

Distributions. The Issuer shall not during the term of the Bonds declare or make any dividend payments, loans or other distributions, including repayment of Subordinated Loans, or make any other transactions implying a transfer of value to its shareholders - whether in cash or in kind - including without limitation repurchase of shares, any total return swaps or instruments with similar effect and reductions in its share capital or equity, other than:

(i) dividend distribution or payment of amortisations and/or interest on the Subordinated Loans in an amount up to 50% of the Issuer's net profit after taxes for the previous financial year based on the audited annual accounts;

(ii) an amount up to USD 10,000,000 in amortisations and/or interest on the Subordinated Loans from the Issuer Liquidity Account; and

(iii) payment of amortisations and/or interest on the Subordinated Loans in an amount equivalent to any new equity contribtion provided to the Issuer from Holdco,

provided (a) with respect to (ii) that the aggregate amount in the Issuer Liquidity Account and the Rigco Liquidity Accounts during the last two months prior to such repayment has at least been equal to USD 40,000,000, (b) with respect to (i) and (ii) that no payment shall be made prior to 30 September 2014 and (c) with respect to (i) to (iii) that all covenants and other provisions of the Finance Documents are complied with by the Obligors, Holdco and the Parent and no Event of Default existing immediately

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following such dividend, payment or transfer (in aggregate referred to as the "Permitted Distribution"). Any un-utilized portion of the Permitted Distribution that relates to (i) may not be carried forward.

Guarantor General and Special Covenants:

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Financial Assistance. The Issuer shall not grant any loans, guarantees or other financial assistance (including, but not limited to granting security) to any third party, other than (i) Subordinated Loans to the Rigcos and/or (ii) in the ordinary course of business.

Negative pledge. The Issuer shall not create, permit to subsist or allow to exist any security over any of its present or future respective assets or revenues, other than (i) the Security under this Bond Issue or (ii) any lien or security arising by operation of law in the ordinary course of business in respect of claims that are not overdue.

Application of Earnings. The Issuer shall not change the order of payments pursuant to the Application of Earnings.

No Financial Indebtedness. The Issuer shall not incur or permit to remain outstanding, any Financial Indebtedness (whether secured or unsecured) other than (i) the Financial Indebtedness arising under the Bond Issue or (ii) any Subordinated Loans.

The Bond Agreement shall include such standard and other covenants as are set out in the bond agreement for the Existing Bond.

During the term of the Bonds, the Guarantors shall (unless the Trustee or the bondholders' meeting (as the case may be) in writing has agreed otherwise) comply with the following general and special covenants:

Ownership. The Guarantors shall maintain 100% direct ownership and control of the Rigs, unless the Bonds are redeemed in accordance with the Mandatory Prepayment provisions.

Mergers. The Guarantors shall not carry out any merger or other business combination or corporate reorganization involving a consolidation of the assets and obligations of the Guarantors with any other companies or entities if such transaction would have a Material Adverse Effect.

De-mergers. The Guarantors shall not carry out any de-merger or other corporate reorganization involving a split of the Guarantors into two or more separate companies or entities, if such transaction would have a Material Adverse Effect.

Disposal of business. The Guarantors shall not sell or otherwise dispose of all or a substantial part of its assets or operations, unless (i) such sale or disposal is on arm's length terms and for fair market value and (ii) the Bonds are redeemed in accordance with the Mandatory Prepayment provisions in relation to sale or disposal of the Rigs only.

Arm's length transactions. The Guarantors shall not enter into any transaction with any person except on arm's length terms and for fair market value.

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Compliance with laws. The Guarantors shall perform their business in accordance with acknowledged, careful and sound practices in all material aspects and comply in all material respects with all laws and regulations they may be subject to from time to time. The Guarantors shall ensure that they are not engaged in any conduct prohibited by any legal requirement of any program administered by the Office of Foreign Asset Control ("OFAC") of the U. S. Department of Treasury and the Guarantors shall not engage in any conduct that would cause adverse consequences to any of the Obligors or the bondholders under any program administered by OFAC.

Pari passu ranking. The obligations of the Guarantor under any Finance Document to which they are a party shall at all time rank at least pari passu with all other obligations of the Guarantors (save for such claims which are preferred by bankruptcy, insolvency, liquidation or other similar laws of general application) and shall rank ahead of subordinated debt.

Delivery Date of Rig #2. Covadonga Rigco shall take delivery of Rig #2 according to the Construction Contract on the Delivery Date, unless the Yard is delayed in the delivery to such extent that the Bonds are redeemed in full in accordance with the Mandatory Prepayment provisions.

Continuation of business. The Guarantors shall not cease to carry on its business, and no substantial change shall be made to the general nature or scope of the business of the Guarantors from that carried on at the date of the Bond Agreement, and/or as set out in the Bond Agreement.

Corporate status. The Guarantors shall not change their type of organization or jurisdiction of incorporation.

Project Documents. The Guarantors shall (i) perform and observe in all material respects with all of their covenants and agreements contained in any of the Project Documents to which they are or become a party, (ii) take all necessary action to prevent the termination of any such Project Documents in accordance with the terms thereof or otherwise, other than as a result of expiry of the relevant contract period or termination by counter party against payment of early termination fees reflecting remaining contract period (iii) take any and all action as may be reasonably necessary promptly to enforce their rights and to collect any and all sums due to them under such Project Documents, (iv) not consent to any amendment of any such Project Document or exercise any material option thereunder except for consents or exercise of options within the project budget (as set out in the Preliminary Offering Memorandum) or if not having any material negative impact on the value of any of the Rigs.

Financial Assistance. The Guarantors shall not grant any loans, guarantees or other financial assistance (including, but not limited to granting security) to any third party, other than (i) any guarantees to the Yard in respect of the obligations under the Construction Contract and (ii) any Subordinated Loan to the Issuer or the other Guarantor.

Negative Pledge. The Guarantors shall not create or permit to subsist any security over any of their assets or enter into arrangements having a similar

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Holdco Special Covenants:

Parent Special Covenants:

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effect other than (i) the Security under this Bond Issue, (ii) security for unpaid purchase in favour of third party suppliers in the ordinary course of business consistent with market practice or or (iii) any lien or security arising by operation of law in ordinary course of business in respect of claims that are not overdue.

Financial Indebtedness. The Issuer shall not incur or permit to remain outstanding, any Financial Indebtedness (whether secured or unsecured) other than (i) the Financial Indebtedness arising under the Bond Issue, (ii) any guarantees to the Yard in respect of the obligations under the Construction Contract, (iii) any Intercompany Loan, (iv) Subordinated Loans or (v) as a result of seller's credit provided by third party suppliers in the ordinary course of business consistent with market practice.

No other business. The Guarantors shall not invest or take part in any other activity than solely related to the ownership and operation of the Rigs.

During the term of the Bonds, the Holdco shall (unless the Trustee or the bondholders' meeting (as the case may be) in writing has agreed otherwise) comply with the following special covenants:

No enforcement. Holdco shall not enforce any monetary claim against any of the Obligors without prior written consent of the Trustee, nor permit any affiliated party to enforce such claim.

Loyalty. Holdco shall in its capacity as direct and/or indirect controlling shareholder of the Obligors to the extent applicable act in accordance with and loyalty to the terms of the Finance Documents, e.g. not demand or vote in favour of any dividend payments or other distributions from the Issuer other than allowed herein.

Ownership. Holdco shall maintain 100% direct ownership and control of the shares in the Issuer, unless the Bonds are redeemed in full in accordance with the Mandatory Prepayment provisions.

Negative pledge. Holdco shall not (save for Security granted by it for the purpose of the Bond Issue) create, permit to subsist or allow to exist any security over any of the assets included as part of the Security for the Bonds.

During the term of the Bonds, the Parent shall (unless the Trustee or the bondholders' meeting (as the case may be) in writing has agreed otherwise) comply with the following special covenants, as shall be set out in the Parent Undertaking:

No enforcement. The Parent shall not enforce any monetary claim against any of the Obligors without prior written consent of the Trustee, nor permit any affiliated party to enforce such claim.

Loyalty. The Parent shall in its capacity as indirect controlling shareholder of the Obligors to the extent applicable act in accordance with and loyalty to the terms of the Finance Documents, e.g. not demand or vote in favour of any dividend payments or other distributions from the Issuer other than allowed herein.

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Ownership. The Parent shall procure that (i) the Guarantors remain wholly owned subsidiaries of the Issuer and (ii) the Issuer remains a wholly-owned subsidiary of Holdco.

Financial Covenants:

Parent Earnings. As long as the Direct Rigco Contract Regime has not been implemented, the Parent shall ensure that all earnings received from the Drilling Contracts (to the extent it is a party to it) shall be received into the relevant Parent Earnings Accounts (through a trust account to the extent the Mexican Trust Arrangement has been implemented).

Project Documents. The Parent shall (i) perform and observe in all material respects with all of its covenants and agreements contained in any of the Project Documents to which it is or becomes a party, (ii) take all necessary action to prevent the termination of any such Project Documents in accordance with the terms thereof or otherwise, other than as a result of expiry of the relevant contract period or termination by counter party against payment of early termination fees reflecting remaining contract period (iii) take any and all action as may be reasonably necessary promptly to enforce its rights and to collect any and all sums due to it under such Project Documents, (iv) not consent to any amendment of any such Project Document or exercise any material option thereunder except for consents or exercise of options within the project budget (as set out in the Preliminary Offering Memorandum) or if not having any material negative impact on the value of any of the Rigs.

Manager. The Parent shall in its capacity as manager of the Rigs under any of the Management Agreements market and operate the Rigs in accordance with good industry standards and in accordance with the Project Documents and in compliance with the terms hereof and the Security Documents.

Negative pledge. The Parent shall not (save for Security granted by it for the purpose of the Bond Issue) create, permit to subsist or allow to exist any security over any of the assets included as part of the Security for the Bonds.

Liquidity: The Issuer shall on a consolidated basis with the Rigcos at all times from and including the Tap Issue Disbursement Date have a minimum Liquidity of USD 10,000,000.

Equity Ratio: The Issuer shall on a consolidated basis with the Rigcos at all times maintain an Equity Ratio of minimum the following:

(i) 25% in the period from the Tap Issue Settlement Date until and including 31 December 2014;

(ii) 27.5% in the period 1 January 2015 until and including 31 December 2015; and

(iii) 30% thereafter.

"Equity" means the aggregate amount which would in accordance with IFRS be shown in the Issuer's consolidated financial statements as the shareholders' equity, for the avoidance of doubt to include the outstanding amount of Subordinated Loans owed by the Obligors to the Parent and Holdco.

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Equity Ratio” means Equity to Total Assets.

Rig Covenants:

Maintenance of insurances:

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"IFRS" means International Financial Reporting Standards, and guidelines and interpretations issued thereto by the International Accounting Standards Board (or any predecessor and successor thereof), in force from time to time.

"Liquidity" means, at any given time, the aggregate book value of the freely available and unencumbered cash standing to the credit of the Issuer in the Issuer Liquidity Account and the Rigcos in the Rigco Liquidity Accounts.

”Total Assets” means the aggregate amount which would in accordance with IFRS be shown in the Issuer's consolidated financial statements as its total assets.

Standard covenants as per the Existing Bond agreement applicable to the Rigs: (i) maintenance of insurances (see below), (ii) no sale of the Rigs without redemption of the Bond Issue (see Mandatory Prepayment), (iii) maintenance of class, (iv) maintenance of flag, name and registry, (v) Rigs to be kept in a good and safe condition and repair consistent with prudent ownership and industry standards, and (vi) operation in accordance with applicable laws and regulations.

The Issuer or the Parent shall procure, subject to the terms and conditions of the Bareboat Charter Contracts or the Operational Management Agreements (as applicable) that reasonable and satisfactory maintenance of insurances of the Rigs and all relevant equipment related thereto is provided for at all times, hereunder to retain the Rigs in class. During operation of the Rigs, the Parent shall, as per the terms of the Bareboat Charter Contracts or the Operational Management Agreement (as applicable), ensure that the Rigs are subject to proper maintenance according to planned maintenance system. The Rigs shall also be adequately insured (including war risk) against(i) Hull & Machinery risks at least to the full value of the relevant Rig and at least 120% of the outstanding amount under the Finance Documents under the insurances of the Rigs in aggregate, the deductible amount in respect of claims shall in each event not exceed fair market terms for any one occurrence or such higher amount as the Trustee (acting on the instructions of the Bondholders) otherwise agrees, (ii) third party liability insurance as per industry standards, (iii) mortgagee interest insurance and mortgagee additional perils (pollution) insurance, (iv) loss of hire and requisition compensation, (v) expropriation risk and (vi) any additional insurance required under any law or the relevant Drilling Contract.

All insurances shall be maintained with reputable insurers of financial standing as approved by the Trustee (acting on the instructions of the Bondholders).

The Trustee shall be named as an additional assured and as exclusive loss payee on the insurances set out in (i), (iii) and (iv) above.

The insurances and loss payee clause shall be in accordance with the Nordic Marine Insurance Plan of 2013 or other insurances with no less favorable terms.

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Confirmation of covenants:

Change of Control:

Change of Control Event:

Mandatory Prepayment:

Total Loss Event:

Total Loss Prepayment:

Each of the Parent, Holdco and the Obligors undertakes to comply with the above covenants that apply to it at all times, such compliance to be measured on each quarter date and certified by the Issuer in conjunction with each quarterly financial reporting.

Upon a Change of Control Event occurring, each Bondholder shall have a right of pre-payment (Put Option) of the Bonds at a price of 101% of par value (plus accrued interest) during a period of 60 days following the notice of a Change of Control Event.

Change of Control Event means any person or group (i) other than Parent, becomes the owner, directly or indirectly, of 50% or more of the outstanding shares and/or voting rights of Holdco, or (ii) other than members of the Del Valle family, becomes the owner, directly or indirectly, of 50% or more of the outstanding shares and/or voting rights of the Parent.

Upon a Mandatory Prepayment Event (excluding, for the avoidance of doubt, a Total Loss Event) occurring, the Issuer shall not later than 30 days following the relevant Mandatory Prepayment Event (unless there is an Event of Default in which case it will be promptly), redeem (a) 100% of the outstanding Bonds if related to the Bonds generally or both Rigs and/or Rigcos or (b) 50% of the outstanding Bonds if related to one Rig and/or Rigco, in both instances at a price equal to the Call Options levels on such date (plus accrued interest on redeemed amount). For the avoidance of doubt, the aforesaid redemption prices shall be determined based on the date the Mandatory Repayment Event occurred and not based on the date of repayment.

If the Bonds are redeemed according to this Mandatory Repayment provision, all or 50% as the case may be of the amount in the Escrow Account and the Debt Service Reserve Account and any amounts received as damages payments under the Construction Contract or any of the insurance proceeds, may be used as part payment in relation to the Mandatory Prepayment.

In the event that the Mandatory Prepayment Event relates to one Rig and/or Rigco the remaining scheduled redemptions as per the Amortization shall be reduced by 50%, the minimum liquidity requirement shall be reduced to USD 7,500,000 and the relevant Rigco shall be released from any obligation under under the Finance Documents and/or any relevant Project Document once 50% of the outstanding Bonds referred to above have been redeemed.

Upon the occurrence of (i) several Mandatory Prepayment Events or (ii) one or several Mandatory Prepayment Events and a Total Loss Event, the Issuer shall only be obliged to pay the lowest applicable redemption amount.

Means an actual or constructive total loss of any of the Rigs.

Upon a Total Loss Event, the Issuer shall promptly once insurance proceeds are available, but in any event no later than sixty (60) days following the Total Loss Event redeem (a) 100% of the outstanding Bonds at 100% of par value (plus accrued interest on redeemed amount) if related to both Rigs or (b) 50% of the outstanding Bonds if related to one of the Rigs.

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Mandatory Prepayment Event:

Event of Default:

Material Adverse Effect:

Financial Indebtedness:

In the event that the Total Loss Event relates to one of the Rigs the remaining scheduled redemptions as per the Amortization shall be reduced by 50%, the minimum liquidity requirement shall be reduced to USD 7,500,000 and the relevant Rigco shall be released from any obligation under under the Finance Documents and/or any relevant Project Document once 50% of the outstanding Bonds referred to above have been redeemed.

Means if:

(i) any of the Rigs are sold;

(ii) Holdco ceases to be the direct owner of 100% of the shares in the Issuer;

(iii) the Issuer ceases to be the direct owner of 100% of the shares in any of the Guarantors;

(iv) the Construction Contract is terminated by the Yard;

(v) Rig #2 is not delivered on or prior to 31 December 2013 unless such delay is caused by circumstances qualifying as permissible delay under the Construction Contract (including force majeure), in which case a Mandatory Prepayment Event shall not occur unless Rig #2 is still not delivered by 28 February 2014; and

(vi) the Bonds are not listed (as further described below) by 3 March 2014 (8 months following the settlement of the Existing Bond) or, as of the Bonds being listed, if the Bonds are no longer listed as required by the Bond Agreement.

The Bond Agreement will include standard remedy and event of default provisions, including remedy periods and cross default provisions relating to the Issuer and the Guarantors with a threshold of (on an aggregated basis) USD 2,000,000, and cross-acceleration provisions relating to the Parent with a threshold of (on an aggregated basis) USD 5,000,000.

The Finance Documents will contain waterfall provisions in case of partial payments i.e. first to cover costs, fees and expenses of the Trustee (the "Trustee Expenses") and thereafter any other outstanding amounts under the Finance Documents. In case the Issuer does not pay the Trustee for incurred fees, then the Trustee may seek funding of the Trustee Expenses from the bondholders, or failing them, other sources, in which case such other sources will be subrogated into the position of the Trustee, but subordinate to any further Trustee Expenses.

A material adverse effect on: (i) financial condition or operations of any of the Obligors, (ii) any of the Obligors' or the Parent's ability to perform and comply with its obligations under the Finance Documents, (iii) the validity or enforceability of any Finance Document.

Means any indebtedness incurred in respect of:

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(i) moneys borrowed (including acceptance credit and any overdraft

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Project Documents:

Finance Documents:

Preliminary Offering Memorandum:

Issuer's ownership of

facility);(ii) any bond, note, debenture, loan stock or other similar instrument;(iii) the amount of any liability in respect of any lease, hire purchase

contract which would, in accordance with IFRS, be treated as a finance or capital lease;

(iv) receivables sold or discounted (other than any receivables sold on a non-recourse basis);

(v) any sale and lease-back transaction, or similar transaction which is treated as indebtedness under IFRS;

(vi) any liability under a deferred purchase agreement where the deferred payment is arranged primarily as a method of raising finance or financing the acquisition of that asset;

(vii) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price, including without limitation currency or interest rate swaps, caps or collar transactions (and, when calculating the value of the transaction, only the marked-to-market value shall be taken into account);

(viii) any amounts raised under any other transactions having the commercial effect of a borrowing or raising of money, (including any forward sale or purchase agreement);

(ix) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of any underlying liability; and (without double counting);any guarantee, indemnity or similar assurance against financial loss of any person in respect of any of the items referred to above.

Means:

(i) The Construction Contract;(ii) The Intercompany Loan;(iii) any Subordinated Loan Agreements;(iv) the Management Agreements (or any substitution thereof);(v) the Drilling Contract(s); and(vi) the Bareboat Charter Contracts.

Means:

(i) the Bond Agreement;(ii) the Security Documents;(iii) the Trustee's fee letter;(iv) the Parent Undertaking;(v) the Bareboat Charter Contracts;(vi) the Application Agreement; and(vii) any other document (whether creating Security or not) which is

executed at any time by the Issuer or any other person in relation to any amount payable under the Bond Agreement.

The preliminary offering memorandum dated 18 September 2013.

The Issuer and the Parent has the right to acquire and own Bonds. Such29

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Bonds: Bonds may at the Issuer's or Parent's discretion be retained by the Issuer or Parent, sold or discharged.

Sole Manager and Bookrunner:

RS Platou Markets AS, Haakon Vll's gate 10, NO-0116 Oslo, Norway

Trustee: Norsk Tillitsmann ASA, Postboks 1470 Vika, 0116 Oslo.

Governing Law and jurisdiction:

Norwegian law and Norwegian courts (at the competent legal venue of the Trustee) for the Bond Agreement and appropriate law for the other Finance Documents.

Registration: The bonds issued in the Tap Issue will be registered in the Norwegian Central Securities Depository (VPS) on the same ISIN as the Existing Bonds. Principal and interest accrued will be credited the bondholders through VPS.

Paying Agent: DNB Bank ASA

Taxation: The Issuer shall pay any stamp duty and other public fees accruing in connection with the issuance of the Bonds or the Security Documents, but not in respect of trading of the Bonds in the secondary market. If payments under the Bonds are subject to withholding tax, the Issuer shall deduct before payment to the bondholders at source any applicable withholding tax payable pursuant to law and make an additional payment to the bondholders equivalent to such deduction (gross up). The Issuer shall in the event that a Drilling Contract is entered into with a Client in Mexico procure that it is qualifying to pay the minimum withholding tax on Interest Payments (presently 4.9%), and such payments to be subject to the aforesaid gross up.

Bond Agreement and terms of subscription:

The bond agreement governing the Bond Issue (the "Bond Agreement") will be entered into by the Issuer and the Trustee acting as the bondholders' representative. The Bond Agreement will be based on the existing bond agreement governing the Existing Bond, to be amended and restated to reflect the Tap Issue and the terms set out herein. All such changes will be set out in the summons to a meeting of the holders of bonds in the Existing Bonds to be hold prior to settlement of the Tap Issue. Draft versions of these summons and the amended and restated bond agreement is available upon request to the Manager.

The Bond Agreement will regulate the bondholders' rights and obligations with respect to the Bonds. If any discrepancy occurs between this Term Sheet and the Bond Agreement, then the Bond Agreement shall prevail. The subscriber is deemed to have granted authority to the Trustee to finalize the Bond Agreement and the Security Documents. Although minor adjustments to the structure described in this Term Sheet may occur, the provisions in the Bond Agreement will be substantially consistent with those set forth in this Term Sheet.

The application for and subscription of Bonds in the Tap Issue will occur on the terms of the application agreement provided by the Manager (the "Application Agreement"), which specifically authorises the Trustee to execute and deliver the Bond Agreement on behalf of the prospective bondholders, who will execute and deliver such Application Agreement by a

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Stock Exchange listing:

Market making:

Eligible purchasers:

Transfer restrictions:

signed document, taped telephone conversation, e-mail or otherwise prior to receiving Bond allotments. On this basis, the Issuer and the Trustee will execute and deliver the Bond Agreement and the latter's execution and delivery is on behalf of all of the subscribers, such that they thereby will become bound by the Bond Agreement. The Bond Agreement specifies that all Bond transfers shall be subject to the terms thereof, and the Trustee and all Bond transferees shall, when acquiring the Bonds, be deemed to have accepted the terms of the Bond Agreement, which specifies that all such transferees shall automatically become bound by the Bond Agreement upon completed transfer having been registered by VPS, without any further action required to be taken or formalities to be complied with. The Bond Agreement will specify that it shall be made available to the general public for inspection purposes and may, until redemption in full of the Bonds, be obtained on request to the Trustee or the Issuer, and such availability shall be recorded in the VPS particulars relating to the Bonds.

An application will be made for the Bonds to be listed on the Luxembourg Stock Exchange, the Euro MTF Market or another internationally recognized stock exchange approved by the Trustee.

No market-maker agreement has been made for the Tap Issue or the Bond Issue.

The Bonds are being offered only (i) to non-"U.S. persons" in "offshore transactions" within the meaning of Rule 902 under the U.S. Securities Act of 1933, as amended ("Securities Act") and (ii) to "qualified institutional buyers" ("QIBs") within the meaning of Rule 144A under the Securities Act in a transaction exempt from the registration requirements under the Securities Act. In addition to the Application Agreement that each investor will be required to execute, each U.S. investor that wishes to purchase Bonds will be required to execute and deliver to the Issuer a certification in a form to be provided by the Issuer stating, among other things, that the investor is a QIB. The Bonds will not be offered to and may not be purchased by any investor save for in accordance with the abovementioned exemptions within the United States or appropriate exemptions under the laws of any other jurisdictions. The Bonds may not be purchased by, or for the benefit of, persons resident in Canada. See further details and description of applicable subscription and transfer restrictions in the Preliminary Offering Memorandum and the Application Agreement. Failure by investors to comply with these restrictions may constitute a violation of applicable securities legislation.

Except as set out below, and subject to any restrictions to which a bondholder may be subject due to local law or otherwise, the Bonds are freely transferable and may be pledged, subject to the following:

Bondholders may be subject to purchase or transfer restrictions with regard to the Bonds, as applicable from time to time under local laws to which a bondholder may be subject (due e.g. to its nationality, its residency, its registered address, its place(s) for doing business etc). Each bondholder must ensure compliance with local laws and regulations applicable at own cost and expense.

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Notwithstanding the above, a bondholder who has purchased the Bonds in contravention of mandatory restrictions applicable may nevertheless utilize its voting rights under the Bond Agreement.

Bondholders understand that the Bonds will be "restricted securities" within the meaning of Rule 144(a)(3) of the Securities Act and may not be offered, sold, pledged or otherwise transferred except (A) (i) to the Issuer, (ii) to a person who the seller reasonably believes is a QIB within the meaning of Rule 144A under the Securities Act purchasing for its own account or for the account or benefit of a QIB in a transaction meeting the requirements of Rule 144A, (iii) outside the United States in compliance with Rule 903 or Rule 904, as applicable, of Regulation S under the Securities Act, (iv) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available), (v) pursuant to any other available exemption from registration under the Securities Act, subject to the receipt by the Issuer of an opinion of counsel or such other evidence that the Issuer may reasonably require confirming that such sale or transfer is in compliance with the Securities Act; or (vi) pursuant to an effective registration statement under the Securities Act and (B) in accordance with all applicable securities laws of the states of the United States and any other jurisdiction. No representation can be made as to the availability of the exemption from registration provided by Rule 144 for resales of the Bonds.

Oslo, 18 September 2013

Latina Offshore Limitedas Issuer

RS Platou Markets ASas Manager

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Appendix 1 - Main terms of Bareboat Charter Contracts

Parties:

Bareboat charter hire:

Risk allocation:

Rig #1: Santa Maria Rigco as "Owner" and Parent as "Charterer". Rig #2: Covadonga Rigco as "Owner" and Parent as "Charterer".

A monthly hire, payable five (5) banking days after the payment date in the relevant Drilling Contract for that same month of operation, based on a dayrate calculated as follows:

(i) the day-rate in USD of the applicable Drilling Contract at the time of the start of such Drilling Contract, less

(ii) an amount equal to (a) for Rig #1 USD 51,000 and (b) for Rig #2 USD 52,500 per day for each day of the month,which amounts shall not be subject to any adjustment during the term of the relevant Bareboat Charter Contract.

In addition, the Charterer shall transfer to the Owner the mobilisation fee remuneration to be received by the Charterer under the first Drilling Contract (in an amount of at least USD 8 million for each of the Rigs).

The principles for calculation of the bareboat charter hire as set out above are applicable only to the extent the Drilling Contract is entered into with Client for operation in Mexico. In the event of a Bareboat Charter Contract being entered into with respect to operation in any other jurisdiction, said calculations shall be adjusted to reflect fair market value terms in that jurisdiction.

Each of the Rigs shall in the period of the Bareboat Charter Contracts be at the risk of the Charterer. The Charterer shall thus bear the risk with respect to the levels of e.g. all opex, insurance and other costs related to the Rig, deviating tax and VAT calculations etc, as well as the risk of down-time on the Rigs affecting the earnings on the relevant Drilling Contract, save for if such down-time is caused by:

(i) special periodic surveys carried out in the ordinary course and at customary intervals;

(ii) technical default with the relevant Rig (latent defects) caused by the Yard, for which the Yard has provided warranties and/or the relevant Rigco has insurance coverage, or

(iii) cancellation or termination of the Drilling Contract for other reasons than the negligence or other fault of the Charterer.

Upon termination of the applicable Drilling Contract, the Charterer shall in cooperation with the relevant Rigco (and if applicable the Issuer) market the relevant Rig and be entitled to enter into a new Drilling Contract, subject to compliance with the provisions of the Finance Documents.

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Start-up: Same date and time as the (first) Drilling Contract for the relevant Rig.

Duration: Same duration as the applicable Drilling Contract, and to the extent a new Drilling Contract is entered into by the Parent with respect to the relevant Rig, the Bareboat Charter Contract shall be extended to apply for the duration of such new Drilling Contract.

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Indicative Term Sheet

ISIN: NO 001068383.2

Santa MariaLatina Offshore Limited

Tap issue of USD 175 million (the ”Tap Issue”) in an amended and restated

USD 350 million Senior Secured Callable Bond Issue 2013/2018 (the ”Bond Issue” or ”Bonds”)

Expected settlement date: 11 October 2013

Please note that this is an indicative term sheet for a contem plated tap issue o f new bonds to be issued as part o f and in connection with a proposed increase and am endm ent o f the existing bond loan issued by Santa Maria Offshore Lim ited on 3 Ju ly 2013 (ISIN NO 001068383.2) (the ”Existing Bond”), such increase and am endm ent being subject to approval bv the bondholders in the Existing Bond. Prior to launch o f the Tap Issue, a qualified m ajority o f the holders in the Existing Bond has provided pre­approval to the contem plated increase and amendment. The terms set out herein com prise the terms o f the Tap Issue and the new, increased and am ended aggregate Bond Issue (such am ended Bond Issue remaining subject to completion o f settlem ent o f the Tap Issue).

Settlement date: Expected to be 3 July 2013

Issuer: Santa—MariaLatina Offshore Limited, a Bermuda registered company(registration no. 4777047764), ato be directly 100% owned subsidiary of the

Holdco: Latina Offshore Holding Limited, a Bermuda company under incorporationdirectly 100% owned by the Parent.

Parent: Constructora y Perforadora Latina S.A., a Mexico registered company(registration no. CPL801111PS2).

GuarantorGuarantors / La tn a Santa Maria Offshore Limited, a Bermuda registered companyRigcos: (registration— no— 47764),— a— directly— 100%— owned— subsidiarvwith

registration number 47770 ("Santa Maria Rigco") and La Covadonga Limited, a Bermuda registered company with registration number 47771 ("Covadonga Rigco" and together with Santa Maria Rigco the "Rigcos"), both directly 100% owned subsidiaries of the Parentlssuer (each a "Guarantor").

Obligors: The Issuer and the (each an "Obligor").

Currency: USD1

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LoanTap Issue Amount: USD 175 million

Aggregate Loan Amount: USD 350 million

Interest Rate: 8.875% p.a., semi-annual interest payments.

Tap Issue Settlement Date: Expected to be 3 JU y on or about 11 October 2013.

Notice to be given to subscribers a minimum of two banking days prior to the Tap Issue Settlement Date (on which date the net proceeds of the BondTap Issue shall be credited to the Escrow Account (as defined below)).

Final Maturity Date: The date falling 3 July 2018 (5 (five45 ) years after the Settlement Date,expected to be 3 Ju ly 2018.settlement date of the Existing Bond).

Amortization: The Bonds shall be repaid pro rata as follows;:

( i) USD 8,750,000 each—Interest—Payment—Date—(semi-annually) commencing on the Interest Payment Date fa lling 18 months after the Settlement Date: andon 3 January 2015 (the Interest Payment Date falling 18 months after the settlement date of the Existing Bond):

( i i) USD 15.000.000 on each Interest Payment Date (semi-annually) commencing on 3 July 2015 (being the Interest Payment Date falling 24 months after the settlement date of the Existing Bond): and

( ii i) ( i ) - the remaining outstanding amount of the Bonds to be repaid atthe Final Maturity Date.

All scheduled redemptions herein will be at 100% of par value (plus accrued unpaid interest on redeemed amount).

First Interest Payment The date falling six (6) months after the Settlement Date, expected to beDate: 3 January 2044.2014

Last Interest Payment Final Maturity Date.Date:

Interest Payments: Interest on the Bondsbonds issued in the Tap Issue will accrue from (andincluding) the Settlement Datesettlement date of the Existing Bond and shall be payable on the First Interest Payment Date and thereafter semi-annually in arrears on the Interest Payment Date in Ju ly and! January and 3 July each year, or if not a banking day in Norway and New York on the first subsequent banking day. Day-count fraction is "30/360",unadjusted.

Tap Issue Price: 1^ f103 - 1041% of par value plus accrued interest in the period from thesettlement date of the Existing Bond until the Tap Issue Settlement Date.

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Nominal value:

Status of the Bonds:

Call Options:

The Bonds will have a nominal value of USD 1. Minimum subscription and allotment amount in the Tap Issue shall be USD 200,000, and integral multiplies of USD 200,000 thereof.

The Bonds shall constitute senior debt of the Obligors and shall be secured on a first priority basis against certain assets of the Obligors, Holdco and the Parent as set out herein, and otherwise rank at least pari passu with the claims of the Obligors' other creditors, except for obligations which are mandatorily preferred by law. The Bonds shall rank ahead of any subordinated capital.

The Issuer may redeem the Bonds (all or nothing) at any time from and including:

( i) the Tap Issue Settlement Date to, but not including, the date falling 3 July 2015 (two (2)-years after Settlement Datesettlement of the Existing Bond) at a price equal to:

(a) the present value on the relevant record date of 105% of par value as if such payment originally should have taken place on the Interest Payment Date fa lling two (2) years after Settlement Date3 July 2015: and

(b) the present value on the relevant record date of the remaining interest payments (less any accrued but unpaid interest) through to and including the Interest Payment Date falling two (2) years after Settlement Date.3 July 2015. and

(c) accrued but unpaid interests on the redeemed amount,

the present value under both (a) and (b) calculated by using a discount rate of 50 basis points over the comparable U.S. Treasury Rate (i.e. comparable to the remaining duration of the Bonds until the mentioned interest payment date two (2) years after the Settlement Date3 July 2015) on the 10th banking day prior to the repayment date and where "relevant record date" shall mean a date agreed upon between the Trustee and the Issuer in connection with such repayment. The call notice shall be provided no later than 10 banking days prior to the repayment date:

( ii) the date falling two (2) years after the Settlement Date3 July 2015 to, but not including, the date falling 3 July 2016 (three (3)-years after settlement of the Settlement DateExisting Bond), at a price equal to 105% of par value (plus accrued unpaid interest on redeemed amount):

( i i i) the date fa lling three (3) years after the Settlement Date3 July 2016 to, but not including, the date falling 3 July 2017 (four (4) years after settlement of the Settlement DateExisting Bond), at a price equal to 103% of par value (plus accrued unpaid interest on

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redeemed amount); and

( iv ) the date fa lling four (4) years after the Settlement Date3 July 2017 to, but not including, the Final Maturity Date at a price equal to 101% of par value (plus accrued unpaid interest on redeemed amount).

Purpose of the BondTap Issue:

( i) firstly, on the Tap Issue Disbursement Date (as defined below), an amount equal to six (6) months interest on the Bonds100% of the interest accrued on the Tap Issue Amount in the period from the settlement date of the Existing Bond (3 July 2013) until the First Interest Payment Date (3 January 2014) (the "Interest Retention Amount") shall be transferred to the Debt Service Reserve Account (as defined below);

( ii) secondly, on the Tap Issue Disbursement Date, an amount up to USD 153.600.000153.6 million shall be applied towards payment on behalf of Covadonga Rigco of the delivery installmentinstalment to the Yard (as defined below) under the Construction Contract (as defined below) for the-Rig # 2 (as defined below), such payment to be made directly to the Yard (as defined below) or otherwise in accordance with a closing mechanism agreed with the Trustee; and

( ii i) thirdly, any remaining proceeds as of the Tap Issue Disbursement Date shall be released to the Issuer Liquidity Account (as defined below) to be applied towards(a) forwarded to the Rig #2 Liquidity Account (as defined below) for payment of (^ mobilization and pre­operation costs as incurred in accordance with the Rig #2 Pre­Operational Management Agreement, (b) up to USD 1,000,000 to be paid to the Yard in accordance with the Construction Contract following the acceptance of the-Rig #2 under a Drilling Contract and (c) otherwise for general corporate purposes of the Issuer and Covadonga Rigco.

The net proceeds from the BondTap Issue (net of legal costs, fees of the Managers and the Trustee and any other agreed costs and expenses) shall, subject to the applicable conditions precedents, be applied by the Issuer from the Escrow Account as follows:

Minimum Eauitv Amount: In conjunction with the Tap Issue, the Parent shall procure that the Issuerreceives new cash (in addition to the proceeds from the Tap Issue) in anamount (the "Minimum Eauitv Amount") of equity and/or SubordinatedLoan which shall constitute the residual between the net proceeds from theTap Issue and USD 197.5 million (i.e. if the net aggregate proceeds from theTap Issue amount to USD 182 million (104%), the Minimum Equity Amount isUSD 15.5 million).

Intercompanv Loan: The forwarding of proceeds from the Tap Issue by the Issuer to CovadongaRigco and the assumption by the Issuer of the obligations under theconsolidated Bond (i.e. assuming the obligations of Santa Maria Rigco underthe Existing Bond) will result in the Rigcos owing corresponding amounts tothe Issuer in separate intercompany loans, on such terms as acceptable to

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the Bond Trustee (the "Intercompany Loans"). The Intercompany Loans shall be serviced in accordance with the Application of Earnings provisions herein.

Subordinated Loans:

RigThe Rigs:

Delivery Date:

Construction Contract:

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The Parent or the Guarantor may provide subordinated loans to the IssuerSubordinated loans may be provided (i) from the Parent and/or Holdco as lender to the Issuer as borrower and/or (ii) from the Issuer and/or Guarantors as lender to the Issuer and/or the Guarantors as borrower ("Subordinated Loans" and each a "Subordinated Loan", and agreements for such Subordinated Loans "Subordinated Loan Agreements").

Subordinated Loans shall be fully subordinated to the Bonds,-afld.The rights of the Parent, Holdco, the Issuer and/or the Guarantors (as applicable) under the Subordinated Loans shall be subject to a first priority assignment in favour of the Trustee to secure the obligations of the Issuer under the Bond Agreement (as described under Security below).

Subordinated Loans from the Parent and/or Holdco as lender to the Issuer as borrower shall, save for Permitted Distribution (as defined below), have a maturity date (and actually be partly or fully repaid) later than the date of the redemption of the Bonds in full, and with no interest or amortization payment during the term of the Bonds. The rights of the Parent and/or the Guarantor (as applicable) under the Subordinated Loans shall be subject to a first priority assignment in favour of the Trustee to secure the obligations of the Issuer under the Bond Agreement (as described under Security below).No Subordinated Loan may be granted or serviced between the Guarantors if there is any Event of Default.

( i) The offshore jack-up Keppel FELS Mod V-B drilling rig named La Santa Maria, constructed at Keppel FELS in Singapore (the "Yard") and registered in the Panamanian Ship Registry and with international call sign 3FNV4 ("Rig #1") delivered to Santa Maria Rigco on the scheduled delivery date 31 July 2013: and

( ii) the offshore jack-up Keppel FELS Mod V-B drilling rig identified as Hull No. B337t-338. to be named "Santa Maria" (the "RigLa Covadonga" ("Rig #2", and together with Rig #1, the "Rigs"), which is under construction at Keppel FELS in Singapore (the "Yard") pursuant to the Construction Contract. The—Rig #2 shall be registered in the Panamanian Ship Registry and delivered to Covadonga Rigco on the Delivery Date.

The date on which the title to the-Rig # 2 is transferred from the Yard to the IssuerCovadonga Rigco (the "Delivery Date") in accordance with the terms of the Construction Contract, with all relevant equipment properly owned and installed on such date. The Delivery Date is currently scheduled to be on 31 Jttjy30 November 2013.

The construction contract dated 29 April 2011 (as amended from time to time) made between the ParentCovadonga Rigco and the Yard for the construction of the-Rig #2 (the "Construction Contract") against payment of a total consideration of USD 192,000,000, with 20% of the contract price already having been paid and 80% of the contract price being payable on the

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Drilling Contracts:

Delivery Date, and USD 1,000,000 being payable within 15 days of acceptance of4 he Rig S o under the initial Drilling Contract.

The R igRigs may during the term of the Bond be operating under one or more drilling contracts (each a "Drilling Contract") with clients in different jurisdictions (each a "Client").

The main strategy is however to secure a— long term Drilling ContractContracts for the R igRigs with PEMEX Exploracion y Produccion ("Pemex") in Mexico in order to optimize the capabilities and competitive edge of the R igRigs and the Parent.

The Issuer shall only enter intoprocure that a Drilling Contract is only entered into if (i) the Client is an internationally reputable oil company and(ii) the Client's drilling operations or jurisdiction of incorporation is not any of Iran, North Korea, Venezuela or any other jurisdiction which is on any applicable United Nations, European Union or the United States of America's sanctions list.

The Parent has received a letter from Pemex dated 30 May 2013, confirming an intention to enter into a seven-year Drilling Contract for the Rig at a day- rate of approximately USD 158,000 (the "Pemex Letter").related to Rig #1. Pemex has after this date continued its internal approval processes for awarding a seven-year Drilling Contract for both Rigs at a day-rate of approximately USD 158.000. and the Parent expect a final Pemex approval of such Drilling Contracts on 13 October 2013.

It is the-anticipated that a Drilling ContractContracts with Pemex will be entered into by the Parent as the contractual party towards Pemex, based on the offeroffers made by the Parent to Pemex and the Pemex Lettercommunications with and approvals by Pemex as described above. The Parent will secure the availability of the R igRigs from the IssuerRigcos through the Bareboat Charter ContractContracts (as defined below).

However, after the initial Drilling with Pemex tsaresecured, the Parent undertakes to request and use its reasonable best endeavours to obtain consent from Pemex to novate the said Drilling ContractContracts from the Parent to the Issuer orrespective Rigcos (or a wholly-owned Mexican subsidiary of the Issuersubsidiaries thereof), and the Parent shall with respect to future Drilling Contracts (whether with Pemex or not), use its reasonable best endeavours to permit that such Drilling Contracts are entered into directly by the R suerrespective Rigcos (or itstheir wholly owned subsidiarvsubsidiaries in the relevant jurisdiction) (referred to as the "Direct IssuerRigco Contract Regime"). If required by the Client under the Direct IssuerRigco Contract Regime, the Parent shall provide the Client with a performance guarantee in such form and substance as reasonably requested by the Client. The Issuer shall notify the Trustee in writing prior to any implementation of the Direct IssuerRigco Contract Regime for any of the Rigs, including details of the terms of the new Drilling Contract and the Operational Management Agreement (as defined below).

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Any different structure than described above may be applied if required for

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Bareboat Charter ContractContracts:

Construction Management Agreement:

Pre-OperationalManagement

tax or operational purposes in the relevant jurisdiction, provided that the bondholders will obtain a position with respect to the Security which is no less favourable to the bondholders than as contemplated herein.

The bareboat charter contracts to be entered into between the Parent as charterer and each of the IssuerRigcos as the ownerowners of each of the Rig Rigs (the "Bareboat Charter ContractContracts") when thea Drilling Contract is entered into through the Parent as contractual party thereunder, on-such Bareboat Charter Contracts to be entered into on main terms as are set out in Appendix 21 hereto.

In the event of-the Direct IssuerRigco Contract Regime is implemented for any of the R igRigs, the relevant Bareboat Charter Contract shall be terminated. Simultaneous with such termination becoming effective, an Operational Management Agreement shall come into force between the jssuerrelevant Rigco and the Parent (or a third party manager) with respect to provision of marketing and operational management for the relevant Rig.

An agreement entered into between Parent and GL Noble Denton to plan, supervise and manage the construction of the Rig # 2 (the "Construction Management Agreement") as described in the Preliminary Offering Memorandum.

DuringIn conjunction with delivery of Rig #2 and in the period afterbetween the Delivery Date and until the first payment is received from the Client under the initiala Drilling Contract. for Rig #2. the Parent shall be engaged by Covadonga Rigco as pre-operational manager under a separate pre­operational management agreement ("Rig #2 Pre-Operational Management Agreement").

The Rig #2 Pre-Operational Management Agreement shall be based on the current and continuing regime established for Rig #1. where a pre­operational management agreement came into force in conjunction with delivery of Rig #1 (the "Rig #1 Pre-Operational Management Agreement" and together with the Rig #2 Pre-Operational Management Agreement the "Pre-Operational Management Agreements").

The Rig #2 Pre-Operational Management Agreement shall be entered into between the Parent and the— tesuerCovadonga Rigco prior to the DisbursementDeliverv Date, providing for the Parent's responsibility as manager for arranging mobilization, import and commissioning of the-Rig #2 in order for the Rigit to be ready and accepted under the relevant Drilling Contract and, as well as the first operations under the initialsuch Drilling Contract.

The Parent shall incur costs under thisthe Rig #2 Pre-Operational Management AgreementAgreements on reimbursable basis (with no markup), and based on a budget described in the Preliminary Offering Memorandum, section 5.7 (the "Rig #2 Pre-Operational Costs"). Said Rig #2 Pre-Operational Costs inter alia includes theinclude certain items payable in conjunction with (and to some extent prior to) delivery and heavy-lift transportation, as well as operational expenses related to the—Rig

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G&A Service

Operational Management Agreement:

budgeted#2 for the period from the-acceptance of the-Rig #2 under the initial Drilling Contract until the first payment is received from the Client under thesaid initial Drilling Contract. The Rig #2 Pre-Operational Costs are not envisaged to exceed USD 2530 million. However, if such budget is exceeded, the shortfall shall be funded firstly by cash in the Issuer Liquidity Account up to anproceeds from the Tap Issue and the corresponding equity injection (including the Minimum Equity Amount) up to an aggregate amount of USD 5 million, and thereafter in cash through (i) a corresponding additionalnew cash equity contribution and/or (ii) increased Subordinated Loan through the Guarantor or directly from the Parent. .

The rights of the Parent to receive fees under the Pre-Operational Management AgreementAgreements shall in an event of default be subordinated to the bondholders' rights for repayment of the Bonds pursuant to the Omnibus ManagerParent Undertaking (as defined below) provided that Parent will not be under any obligation to provide services if payment for such services is not made.

The Issuer, Santa Maria Rigco and Covadonga Rigco and the Parent shall enter into an agreement with respect to the Parent's provision of commercial management, accounting, general and administrative services to the Issuer, Santa Maria and Covadonga Rigco (the “Issuer Group G&A Service Agreement"), as further described in the Preliminary Offering Memorandum.

The fees to be paid by the Issuer, Santa Maria Rigco and Covadonga Rigco and received by the Parent under the Issuer Group G&A Service Agreement (including any sub-contracting) shall always be subject to a maximum daily amount (payable monthly) of (i) USD 3.7507.500 in the period from the Delivery Date until the-Rig # 1 is accepted under theits initial Drilling Contract and (ii) USD 7,500 thereafter.(ii) USD 11,250 in the period from Rig #1 is accepted under its initial Drilling Contract until Rig #2 is accepted under its initial Drilling Contract and (iii) USD 15,000 thereafter.

The terms of the current G&A service agreement with respect to Rig #1 only (the "Rig #1 G&A Service Agreement") shall be terminated upon the Issuer Group G&A Service Agreement coming into force on the Delivery Date.

The rights of the Parent to receive fees under the Issuer Group G&A Service Agreement shall in an event of default be subordinated to the bondholders' rights for repayment of the Bonds pursuant to the Omnibus ManagerParent Undertaking (as defined below) provided that Parent will not be under any obligation to provide services if payment for such services is not made.

In the event of the Direct IssuerRigco Contract Regime being applied for any o f the RigRigs (or any of the R igRigs is without a Drilling Contract), the tssuerrelevant Guarantor and the Parent (or another third party reputable rig operator reasonably acceptable to the Trustee) shall enter into a management agreement (the "Operational Management Agreement") with respect to the provision of all marketing and operational management for thesuch Rig. The Operational Management Agreement shall include the

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OmnibusManager'sParentUndertaking:

Management Agreements:

Security:

required management services for the relevant type of Drilling Contract and be entered into on arm's length terms and for fair market value, such terms to be disclosed to the Trustee in writing in conjunction with notification of implementation of the Direct IssuerRigco Contract Regime. The Trustee shall disclose or make available the proposed terms to the bondholders no less than five (5) days prior to execution of thean Operational Management Agreement.

Simultaneously with the Operational Management Agreement coming into force, any applicable Bareboat Charter Contract shall be terminated.

The rights of the Parent to receive fees under theanv Operational Management Agreement shall in an event of default be subordinated to the bondholders' rights for repayment of the Bonds pursuant to the Omnibus ManagerParent Undertaking (as defined below) provided that Parent will not be under any obligation to provide services if payment for such services is not made.

The Parent shall execute an omnibus manager's undertaking (the "Omnibus Manager'sParent Undertaking") in form and substance satisfactory to the Trustee, including the Parent's Special Covenants and other obligations and undertakings of the Parent as set out herein, including e.g. the subordination of any claims due to the Parent from the Issuer and/or the Guarantors under any Management Agreement and any Subordinated Loan Agreement, to any claims outstanding under the Finance Documents to the Trustee, as well as its confirmation of the Trustee of the undertakings and obligations to be assumed by it under the Bareboat Charter ContractContracts as provided for herein.

The Construction Management Agreement, the Pre-Operational Management AgreementAgreements, the G&A ServiceAgreementAgreements, the Operational ManagementAgreementAgreements and Omnibus— Manager'sParent Undertaking together are referred to as the "Management Agreements".

All amounts outstanding under the Finance Documents to the Trustee and the bondholders, including but not limited to interest and expenses, shall be secured by the following security on a first priority basis (the "Security"):

Pre- Tap Issue Settlement Security:

( i) a Norwegian law pledge over the Issuer's claim against the bank for the amount from time to time standing to the credit of the Issuer in the Escrow Account (as defined below) (the "Escrow Account Pledge");

( i i) a Norwegian law pledge over the Issuer's claim against the bank for the amount from time to time standing to the credit of the Issuer in the Issuer Equity Account (as defined below) (the "Issuer Equity Account Pledge"):

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( i i i) an unconditional and irrevocable on-demand guarantee issued by Santa Maria Rigco (payment by Santa Maria Rigco to be made within fourteen (14) banking days of any demand) (the "Santa Maria Guarantee"):

( iv ) an assignment (or such similar security under the relevant jurisdiction) of the Intercompany Loan held by the Issuer against Santa Maria Rigco and the Issuer's rights under the relevant agreements related thereto (the "Assignment of Santa Maria Intercompany Loan"):

(v ) the security as established for the Existing Bond amended or (as the case may be) amended and restated to serve as security for the Bonds (including but not limited to (with respect of Rig #1 or (as the case may be) Santa Maria Rigco), mortgage over Rig #1, assignments of insurances, assignment of Rig #1 Pre-Operational Management Agreement and Rig #1 G&A Services Agreement with the Parent, pledge over the shares in Santa Maria Rigco, floating charge from Santa Maria Rigco and pledge of the Accounts established in conjunction with the Existing Bond:

Pre- Tao Issue Disbursement Security:

By the Parent:

(v i) ( i i) a pledge or an assignment (or such similar security under the relevant jurisdiction) of the earnings and other rights of the Parent under the relevant Pre-Operational Management Agreement with Covadonga Rigco (the "Assignment of Covadonga Pre-Operational Management Agreement"):

(v ii) ( i l l ) a pledge or an assignment (or such similar security under the relevant jurisdiction) of the earnings and other rights of the Parent as manager under the Issuer Group G&A Service Agreement with the Obligors (the "Assignment of G&A Service Agreement");

(v i i i) ( iv ) a pledge over the Parent's claim against the bank for the amount from time to time standing to the credit of the Parent in the Rig #2 Parent Earnings AccountAccounts (as defined below) (the "Rig #2 Parent Earnings Account Pledge");

( ix ) (v ) a pledge or an assignment (or such similar security under the relevant jurisdiction) of the rights of the Parent as lender under any Subordinated Loans not already assigned (the "Parent Assignment of Subordinated Loans");

By the GuarantorHoldco:

(v i) ------an unconditional and irrevocable on-demand guarantee issued bythe Guarantor (payment by the Guarantor to be made within 14 banking days of any demand) (the "Guarantee");

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(v ii) -----a pledge granted by the Guarantor over all of the shares (100%)in the Issuer (the "Issuer Share Pledge"), together with, inter alia, letters of resignation (effective upon an Event of Default) from the current board members and covenants to obtain such from future board members;

(x ) (v i l l) a pledge or an assignment (or such similar security under the relevant jurisdiction) of the rights of the GuarantorHoldco as lender under any Subordinated Loans (the "GuarantorHoldco Assignment of Subordinated Loans");

(x i) a pledge granted by Holdco over all of the shares (100%) in the Issuer (the "Issuer Share Pledge"), together with, inter alia, letters of resignation (effective upon an Event of Default) from the current board members and covenants to obtain such from future board members:

By the Issuer:

(x i i ) an assignment (or such similar security under the relevant jurisdiction) of the Intercompany Loan held by the Issuer against Covadonga Rigco and the Issuer's rights under the relevant agreements related thereto (the "Assignment of Covadonga Intercompany Loan"):

( x i i i ) an assignment (or such similar security under the relevant jurisdiction) of the rights of the Issuer as lender under any Subordinated Loans (the "Issuer Assignment of Subordinated Loans"):

(x iv ) ( ix ) a mortgage over the Rig including all relevant equipment being legally part of the Rig under relevant law (the "Rig Mortgage"):pledge granted by the Issuer over all of the shares (100%) in Covadonga Rigco (the "Covadonga Share Pledge"), together with, inter alia, letters of resignation (effective upon an Event of Default) from the current board members and covenants to obtain such from future board members:

(x v ) (x )- a pledge over the Issuer's claim against the bank for the amount from time to time standing to the credit of the Issuer in the Issuer Accounts (as defined below) (save for the Escrow Account Pledge and Issuer Equity Account Pledge which will be established Pre­Settlement) (the "Issuer Account Pledge"):

( x i) ------an assignment of any relevant insurances related to the Rig(other than third party liability insurances) (the "Assignment of Insurances"): and

(x v i) ( x i i) - floating charge creating security over all relevant assets, rights (including intellectual property rights) and revenues of the Issuer

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(the "Issuer Floating Charge"), for the avoidance of doubt including any manuals and other operational documentation.

By the Guarantors:

(x v ii) an unconditional and irrevocable on-demand guarantee issued by Covadonga Rigco (payment by Covadonga Rigco to be made within fourteen (14) banking days of any demand) (the "Covadonga Guarantee"):

( x v ii i) mortgage over Rig #2 including all relevant equipment being legally part of Rigs #2 under relevant law (the "Rig #2 Mortgage"):

(x ix ) an assignment (or such similar security under the relevant jurisdiction) of the rights of each of the Guarantors as lender under any Subordinated Loans (the "Guarantor Assignment of Subordinated Loans"):

(x x ) a pledge over Covadonga Rigco's claim against the bank for the amount from time to time standing to the credit of Covadonga Rigco in the relevant Rigco Accounts (as defined below) (the "Covadonga Accounts Pledge"):

(x x i) an assignment of any relevant insurances related to Rig #2 (other than third party liability insurances) (the "Rig #2 Assignment of Insurances"): and

(x x i i) floating charge creating security over all relevant assets, rights (including intellectual property rights) and revenues of Covadonga Rigco (the "Covadonga Floating Charge"), for the avoidance of doubt including any manuals and other operational documentation.

Pre-Drilling Security:

( x x i i i ) ( x i l l ) a pledge or an assignment (or such similar security under the relevant jurisdiction) of the earnings and other rights of the IssuerGuarantors under the Bareboat Charter ContractContracts (the "Assignment of Bareboat CharterCharters"):

(x x iv ) (x iv ) an assignment of the earnings (or such similar security under the relevant jurisdiction) under the initial Drilling (the "I s"):

(xxv) (xv)— if permitted under the Drilling ContractContracts. an assignment of all other rights (than the earnings) of the Parent (or the IssuerRigcos as the case may be), including step-in rights, under the initial Drilling Contract, and if not permitted without consent from the ClientClients, the Parent (or the IssuerRigcos as the case my be) shall use i t s reasonable best endeavours, to obtain the Client'sClients' consent to such assignment with corresponding step

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in rights (the "Drilling Contract AssignmentAssignments"): and

(x x v i) (x v i) to the extent applicable, a pledge or an assignment (or such similar security under the relevant jurisdiction) of the earnings and other rights of the Parent (or a third party manager) under the Operational Management AgreementAgreements (the "Assignment

The Pre-Settlement Security shall be established no later than on the Tap Issue Settlement Date.

The Pre-Disbursement Security shall be established (and the securities related to the Existing Bond shall be amended and/or restated as required) prior to the first release from the Escrow Account, prior to or on the Tap Issue Disbursement Date.

The Assignment of Bareboat CharterCharters shall be established within 10 days after entry into of the initial Drilling Contract for Rig #1 and Rig #2 respectively and the Assignment of Earnings shall be established within 60 days after entry into of the initial Drilling Contract for Rig #1 and Rig #2 respectively, and for bothgjl in no event later than 10 days prior to the anticipated commencement date of the said Drilling Contract. The Drilling Contract AssignmentAssignments shall if permitted under the relevant Drilling Contract be established within the same deadline as the Assignment of Earnings, and to the extent consent is required from the Client, as soon as practical (and in no event more than 30 days) after the Client has given its consent to the assignment. To the extent there is a second (or more) Drilling Contract for theany Rig during the term of the Bonds, same Pre-Drilling Security shall be established relating to such Drilling Contract(s) applying same principles and deadlines.

The documents related to the Security in (i) to (xvixxvi) above shall be referred to herein as the Security Documents.

Ranking:

The Security shall, subject to applicable law only, rank on first priority basis.

Permitted Rig 2 Security: The Parent has entered into a construction contract with respect toacquisition of a second rig similar to the Rig (the "Rig 2 Construction Contract"), with—hul—no—B-338 from the Yard to be—named—"La Covadonga" ("Rig 2"). Said construction contract shall be novated to a separate rig owning company called La Covadonga Offshore Limited ("Rigco 2") that w ill be a Bermuda incorporated subsidiary of the Guarantor. The Guarantor shall in respect of the financing for Rig 2 be entitled to (i) provide an on demand guarantee for the financing obtained in respect of Rig 2 , limited upwards to a principal amount of USD 200 million plus interest and fees at fair market value (the "Permitted Rig 2 Guarantee"), (ii) provide the financiers with pledge in the shares of Rigco 2 and (iii) grant assignment in any subordinated loan provided to Rigco 2 (altogether referred to as the "Permitted Rig 2 Security").

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Quiet Enjoyment Letter:

Application of Earnings:

The Trustee shall issue a quiet enjoyment letter if so required by any Client, with wording as reasonably requested by such Client.

The quiet enjoyment letter may only be issued if the letter provides for e.g.(i) the Trustee to be notified by the Client of any default under thea Drilling Contract by the Parent or the Issuera Guarantor (as the case may be) and to be capable of remedying a default within 10 days and (ii) the Trustee to be entitled to nominate a reputable drilling operator with financial strength and technical capability satisfactory to the Client to step into the Drilling Contract and (iii) as a condition that all amounts due and payable under the Drilling Contract are duly made pursuant to the terms thereof (or as otherwise instructed by the Trustee after an Event of Default).

Parent contract regime:

The earnings under each of the Drilling ContractContracts shall be paid into the relevant Parent Earnings Account (as defined below), and thereafter the following transfers and payments shall be made on a monthly basis within five days after receipt of such earnings ("Transfer Date"):

( i) firstly, from the relevant Parent Earnings Account to the Issuerrelevant Rigco Earnings Account (as defined below) an amount equal to the monthly rate under the corresponding Bareboat Charter Contract; and therefrom

(a) to the Debt Service Reserve Account (as defined below) an amount equal to cover the relevant part of the Debt Reserve Payments (as defined below), and which in sum with payments from the other Rigco Earnings Account shall equal the Debt Reserve Payments in full, all as service of the Intercompany Loans: and

(b) to the jssuerrelevant Rigco Liquidity Account (as defined below) the remaining amount in the Issuerabove said Rigco Earnings Account after the payment under (a) above, to pay the IssuerRigco's operating expenses (including under the relevant Management Agreements), for general corporate purposes and to make Permitted Distributions; and

( ii) secondly, from the relevant Parent Earnings Account to an operating account nominated by the Parent to cover the operating expenses for the calendar month following the Transfer Date (for operation in Mexico, (i) for Rig #1 USD 51,000 per day and (ii) for Rig #2 USD 52.500. as regulated in accordance with Appendix 21); and

( ii i) thirdly, with any remaining amount enjn the relevant Parent Earnings Account to be paid to the Issuerrelevant Rigco Liquidity Account.

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Direct IssuerRigco Contract Regime:

Mexican Trust Arrangement:

To the extent the Direct IssuerRigco Contract Regime is implemented for any of the Rigs, the earnings under the relevant Drilling Contract shall be received directly into any of the IssuerRigco Earnings AccountAccounts, and thereafter the following transfers and payments shall be made on each Transfer Date:

( i) firstly, to the Debt Service Reserve Account an amount equal to cover the relevant part of the Debt Reserve Payments, and which in sum with payments from the other Rigco Earnings Account shall equal the Debt Reserve Payments in full, all as service of the Intercompany Loans: and

( ii) secondly, to the Issuerrelevant Rigco Liquidity Account (as defined below) the remaining amount in the Issuerrelevant Rigco Earnings Account after the payment under (ai) above, to pay the IssuerRigco's operating expenses (including under the relevant Management Agreements)- (b), for general corporate purposes and (a ) to make Permitted Distributions.

The IssuerEach of the Rigcos shall make contributions to payments of AmortizationAmortizations (as specified above) fre-m bv wav of payments from its relevant Rigco Liquidity Account to the Issuer Liquidity Account. (from which the Amoritizations will be paid) as service of the Intercompany Loan.

Subsidiary Regime:

To the extent a charter contract is entered into by a subsidiary of any Rigco, payment and transfers of earnings and other payments shall be made in accordance with such regime as currently set out in the Existing Bond agreement with such adjustments as are required to apply for the consolidated Bond Issue.

The Trustee shall, if theany Drilling Contract isContracts entered into with Pemex and the Drilling Contract is not providing for payment of earnings thereunder to a USD account outside Mexico, be authorized to enter into a Mexican trust arrangementarrangements in such form and substance reasonably requested by the Trustee and to be acknowledged by Pemex (the "Mexican Trust ArrangementArrangements") with Deutsche Bank or another first class international bank with a credit rating of at least 'A' from Standard & Poor or similar level from Moody or Fitch (the "Fiduciary Bank"). Such Mexican Trust ArrangementArrangements shall be entered into if required in order to perfect the Security Documents and secure the application of earnings under the Drilling ContractContracts as set out herein.

The Mexican Trust ArrangementArrangements shall be structured to allow for the receipt of the earnings under any Drilling Contract in a trust account

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Debt Reserve Payments:

Accounts:

Escrow Account:

located in Mexico, conversion of any amounts received into USD and transfer of such USD in accordance with a waterfall providing for payment to the Parent Earnings Account and/or the Issuerrelevant Rigco Earnings Account (as the case may be depending on whether the Direct IssuerRigco Contract Regime has been implemented) in accordance with the Application of Earnings.

The Issuer shall ensure that as from 6 months after the Settlement Date,3 January 2014, an amount equal to no less than 1/6 of the next Interest Payment (the “Debt Reserve Payments") shall be paid on a monthly basis to the Debt Service Reserve Account (the ", such Debt Reserve Payments") to be obtained from each of the Rigcos as service of the Intercompany Loan.

The Parent and, the Issuer and the Rigcos shall maintain itstheir accounts with first class international bank(s) with a credit rating of at least 'A' from Standard & Poor or similar level from Moody or Fitch.

The following accounts shall be established or maintained (all as defined and described below):

{4 )-The Parent Earnings Account: andAccounts:

( i) Rig #1 Parent Earnings Account, and( ii) Rig #2 Parent Earnings Account(jointly referred to as the "Parent Earnings Accounts").

(2)-The Issuer Accounts:( i) the Escrow Account;( i i) the Issuer Earnings Account;( i i i) the Issuer Liquidity Account; and( ii) ( iv ) the Debt Service Reserve Account;( i i i ) Issuer Equity Account: and( iv ) the Issuer Liquidity Account:

(jointly referred to as the "Issuer Accounts"):

The Rigco Accounts:( i) the Rig #1 Earnings Account:(v ) the Rig #2 Earnings Account:( v i) the Rig #1 Liquidity Account: and(v ii) the Rig #2 Liquidity Account

(jointly referred to as the "IssuerRigco Accounts").

The Issuer shall prior to the Tap Issue Settlement Date establish the Escrow Account in USD and the net proceeds from the BondTap Issue shall be transferred by the ManagersManager to the Escrow Account on the Tap Issue Settlement Date. The Escrow Account shall be pledged in favour of the Trustee and blocked. The amount in the Escrow Account shall only be used and the Issuer shall be entitled to withdraw amounts for use only according to the Purpose of the BondTap Issue, including paying any fees and costs

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related to the BondTap Issue. The Issuer shall irrevocably and unconditionally instruct the Trustee and the Paying Agent to pay any fees and costs (including legal costs) due and owing related to the BondTap Issue as evidenced through invoice from the ManagersManager (attested by the Issuer) using the proceeds in the Escrow Account, to the extent such fees and costs have not been deducted from the proceeds transferred to the Escrow Account.

Before the first release from the Escrow Account takes place (other than payment of fees and costs as set out above), all the Pre-Disbursement Conditions Precedent (as described below) shall be complied with, or otherwise waived by the Trustee.

The Issuer shall deposit an amount from the first release from the Escrow Account equal to the Interest Retention Amount in the Debt Service Reserve Account. Such Interest Retention Amount shall be used to makecontribute to making the first Interest Payment under the Bond Issue (together with funds obtained through the Existing Bond).

The IssuerEach of the Rigcos shall transfer from the Issuerits respective Rigco Earnings AccountsAccount the relevant part of the Debt Reserve Payments as set out under Application of Earnings to the Debt Service Reserve Account as service of the Intercompany Loan.

The Debt Service Reserve Account shall be pledged in favour of the Trustee and blocked save for Interest Payments to be paid in accordance with the terms of the Bonds.

Parent Earnings Accounts: The Parent shall procure that all its earnings under each DrillingContractsContract to which it is a party and all its other net earnings relating to each of the Rig shallRigs shall (through a trust account to the extent the Mexican Trust Arrangement has been implemented) be paid directly from the relevant Client to the earnings accountsrelevant Parent Earnings Account in its name that hashave been established in order to receive such earnings for the Rig (the "Parent Earnings Account")respective Rigs. The Parent Earnings AccountAccounts shall be pledged and blocked in favour of the Trustee, save for such payments as are described under Application of Earnings.

Debt Service Reserve Account:

Issuer Eauitv Account: The Issuer shall establish an earnings account to which it shall receive theMinimum Equity Amount (the "Issuer Eauitv Account"). The Issuer EquityAccount shall be pledged in favour of the Trustee and blocked in favour ofthe Trustee, save for (i) an amount up to USD 13.5 million, which shall uponcompleted settlement of the Tap Issue be free to be forwarded to the Rig #2Earnings Account to be applied against such part of the Pre-OperationalCosts that will incur prior to delivery of Rig #2 and (ii) the residual part of theMinimum Equity Amount shall be released upon satisfaction of the Pre-Disbursement Conditions Precedent.

Issuer Liquidity Account: The Issuer shall establish a regular bank account in its name to function as aliquidity account for the Issuer in accordance with the Application of Earningsand for Permitted Distribution (the "Issuer Liquidity Account"). The Issuer

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Liquidity Account shall be pledged in favour of the Trustee, but not blocked (unless there is an outstanding Event of Default for which the Trustee has issued a notice).

IssuerRigco Earnings The Issuer shall procure that allAll earnings under each of the BareboatAccounts: Charter ContractContracts, and under the Drilling ContractContracts

provided that the Direct IssuerRigco Contract Regime has been implemented, to which itanv of the Rigcos is a party, and all other net earnings relating to each of the RieRigs shall be paid directly from the Parent or the relevant Client, as the case may be, to thean earnings accounts in its name that has beenaccount established by the relevant Rigco in its name in order to receive such earnings for the respective Rigs (the "IssuerRigco Earnings AccountAccounts").

The IssuerRigco Earnings Accounts shall be pledged in favour of the Trustee and blocked in favour of the Trustee, save for ( j ) such payments as are described under Application of Earnings. and (ii) an amount up to USD 13.5 million, which shall be free to be applied against such part of the Pre­Operational Costs that will incur prior to delivery of Rig #2.

IssuerRigco Liquidity The IssuerEach of the Rigcos shall establish a regular bank account in itsAccountAccounts: name to function as a liquidity account for the Issuer in accordance with the

Application of Earnings and for Permitted Distribution (the "IssuerRigco Liquidity AccountAccounts"). The IssuerRigco Liquidity AccountAccounts shall be pledged in favour of the Trustee, but not blocked (unless there is an outstanding Event of Default for which the Trustee has issued a notice).

Pre-Settlement Conditions Disbursement of the net proceeds of the BondTap Issue from the Precedent: ManagersManager to the Escrow Account and the increase and amendment

of the Existing Bonds as described herein will be subject to certain conditions precedent customary for these types of transactions, including (but not limited to):

( i) confirmation from the Issuer that no potential or actual Event of Default exists;

( i i) the required amendments to the Existing Bond having been duly approved by the necessary majority of bondholders in the Existing Bond, and the amended and restated Bond Agreement having been duly executed by the parties thereto:

( i i i) certified copies of all necessary corporate resolutions of the Issuer to issue the Bonds in the Tap Issue and the Parent, Holdco and the Obligors to execute the Finance Documents;

( iv ) a power of attorney from the Parent, Holdco and each of the Obligors to relevant individuals for their execution of the relevant Finance Documents, or extracts from the relevant register or similar documentation evidencing such individuals' authorisation to execute the Finance Documents on behalf of each such party;

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(v ) certified copies of (i) the Certificate of Incorporation or other similar official document for each of the Obligors, evidencing that it is validly registered and existing and (ii) the Articles of Association of each of the Obligors;

(v i) to the extent necessary, any public authorisations required for the BondTap Issue;

(v ii) an agreement between the Trustee and the Issuer related to expenses and fees duly executed;

(v ii i) the Pre-Settlement Security Documents, duly executed and perfected by all parties thereto (including all applicable notices, acknowledgements and consents from the Escrow—Account bankkelevant bank(s)), for the avoidance of doubt also including the amended and restated security as established for the Existing Bond to serve as security for the Bonds:

( ix ) the Intercompany Loan and Subordinated Loan Agreements related to Santa Maria Rigco, duly executed:

(x ) documentation satisfactory to the Trustee that the Issuer has received into the Issuer Earnings Account at least the aggregate of USD 27.5 million in equity or Subordinated Loans from the Parent and/or the Guarantor, such new cash to be contributed (a) with at least USD 22.5 million in equity capital and (b) up to USD 5 million in Subordinated LoanEauitv Account at least the Minimum Equity Amount:

(x i) completion of the corporate restructuring involving the introduction of Holdco and transfer of the Issuer (and the Guarantors indirectly) from the Parent to Holdco:

(x i i) (x )-the Omnibus Manager'sParent Undertaking duly executed;

( x i i i ) (x i) certified copy of the Project Documents to be executed pre­Delivery, duly executed by the relevant parties;

(x ii) -----documentation of the Construction Contract duly novated fromthe Parent to the Issuer in a form satisfactory to the Trustee; and

(x iv ) (x i i i ) all legal opinions in respect of the Bond Agreement and the Pre-Settlement Security having been received in form and substance satisfactory to the Trustee.

The Trustee may, in its reasonable opinion, waive the deadline or requirements for documentation as set out above.

Fulfilment of the Pre-Settlement Conditions Precedent is a condition for the proposed amendments to the Existing Bond, which will take effect only upon and subject to completion of settlement of the Tap Issue.

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Pre-Disbursement Conditions Precedent:

Pre-Disbursement Conditions Precedent:

( i) a duly executed release notice from the Issuer (including astatement regarding use of funds in accordance with the Purpose of the BondTap Issue and confirmation of no potential or actual Event of Default);

( i i) satisfactory documentation evidencing that the Accounts (except the Accounts already established in conjunction with the Existing Bond, the Escrow Account and Issuer Earnings Account) are opened;

( i i i) the Intercompany Loan and Subordinated Loan Agreementsbetw een the Parent and the Guarantor and the Guarantor and the Issuerrelated to Covadonga Rigco, duly executed;

( iv ) confirmation from each of the Obligors that no FinancialIndebtedness, security or guarantees (other than that expressly permitted under the Finance Documents) exists;

(v ) satisfactory evidence that all applicable insurances have been taken out, including report or opinion from an insurance adviser acceptable to the Trustee confirming that the insurances are in compliance with the terms set out herein;

(v i) all Pre-Disbursement Security Documents being executed andperfected (or, with respect to Rig #2, being perfected upon delivery of the Rig);

(v ii) certified copy of the Project Documents relevant to delivery of the R g Rigs, duly executed by the relevant parties;

(v i i i) the IssuerCovadonga Rigco having accepted th e Rig #2 under the Construction Contract and legal title being transferred to the IssuerCovadonga Offshore Limited on the Delivery Date and upon payment of the amount due under the Construction Contract;

( ix ) evidence satisfactory to the Trustee of due provisional registration in the relevant flag state of Panama of th e Rig #2 in the name of the

(x ) provisional class certificates in respect of t h e Rig #2 confirming that it maintains class free of all overdue recommendations and conditions of the relevant classification society, the final class certificates to be provided to the Trustee within 30 days after the

Release from the Escrow Account for the purposes described under Purpose of the BondTap Issue above will be subject to customary closing mechanisms as agreed between the Issuer and the Trustee and the satisfaction of relevant conditions precedent including (but not limited to) as set out below prior to or on the disbursement date the ("Tap Issue Disbursement Date").

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Tap Issue Disbursement Date;

Representations and Warranties:

Issuer and Guarantor Information Covenants:

( s i ) ------documentation of the construction contract betw een the Yardand the Parent for Rig 2 being duly novated from the Parent to Rigco 2, which—shall—be a wholly-owned subsidiary of the Guarantor, in a form satisfactory to the Trustee;

(x i) (x i i) copies of necessary corporate resolutions from the Parent, Holdco, the Issuer and the IssuerGuarantors to execute the Pre­Disbursement Security Documents (unless delivered Pre­Settlement);

(x i i) ( x i i i ) all legal opinions reasonably requested by the Trustee in respect of the Pre-Disbursement Security Documents have been received in form and substance satisfactory to the Trustee; and

( x i i i ) (x iv )— any other Finance Documents (unless delivered Pre­Settlement and to the extent applicable) are in acceptable form and duly executed.

The Trustee may waive or postpone the delivery of certain conditions precedent at its sole discretion.

The conditions precedent to be delivered at Delivery of the Rig shall take place in accordance with a closing memorandum satisfactory to the Trustee.

Notwithstanding the above the Trustee shall be authorized to:

( i) pay any fees and costs (including legal costs) due and owing related to the Bond Issue as evidenced through invoice from the Managers (attested by the Issuer) using the proceeds in the Escrow Account, to the extent such fees and costs have not been deducted from the proceeds transferred to the Escrow Account; and

( ii) transfer an amount equal to 6 months interest on the Bonds to the Debt Service Reserve Account five days before the First Interest Payment Date.

Customary representation and warranties in accordance with the current standards of the Trustee and the representations and warranties included in the bond agreement for the Existing Bonds to be provided by the Obligors, Holdco and the Parent, including (i) customary representations and warranties in respect of the R igRigs (including without limitations (a) ownership of, encumbrances on and registration of the R igRigs, (b) that the Rig isRigs are in good, safe and efficient condition and state of repair consistent with prudent ownership and management practice, (c) classification of the R igRigs and (d) management services of the R igRigs) and (ii) ownership of the Obligors.

The Issuer and the Guarantors shall:

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( i) without being requested to do so, promptly inform the Trustee in

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Issuer General and Special Covenants:

writing of any Event of Default, any event or circumstance which the Issuer understandsthey understand or ought to understand may lead to an Event of Default and any other event which may have a Material Adverse Effect;

( i i) without being requested to do so, inform the Trustee in writing if the Issuereither of they agrees to sell or dispose of all or a substantial part of itstheir assets or operations, or change the nature of itstheir business;

( i i i) prepare annual audited reports and unaudited quarterly reports for the Issuer on an unconsolidated and consolidated basis with the Guarantors and annual audited reports and unaudited quarterly reports for each of the GuarantorGuarantors and make such reports available on the Issuer's website or a website relating to the Issuer (e.g. the Parent's website) as soon as they become available, and not later than 120 days after the end of the financial year and not later than 60 days after the end of the relevant quarter, provided always that such preparation and publication of reports are in accordance with applicable rules and regulations. Such reports shall be prepared in accordance with IFRS, and include a profit and loss account, balance sheet, cash flow statement and management commentary or report from the Issuer's and the Guarantor's BoardGuarantors' Boards of Directors;

( iv ) at the request of the Trustee, report the balance of the Issuer's Bonds;

(v ) without being requested to do so, send the Trustee copies of any statutory notifications of any of the Obligors, including but not limited to in connection with mergers, de-mergers and reduction of the Issuer's share capital or equity;

(v i) after the Bonds are listed on an exchange, without being requested to do so, send a copy to the Trustee of its notices to the exchange;

(v ii) without being requested to do so, inform the Trustee of changes in the registration of the Bonds in the Securities Depository; and

(v ii i) within a reasonable time, provide such information about the Obligors' business, assets and financial condition as the Trustee may reasonably request.

During the term of the Bonds, the Issuer shall (unless the Trustee or the bondholders' meeting (as the case may be) in writing has agreed otherwise) comply with the following general and special covenants:

Ownership. The Issuer shall maintain a 100% direct ownership and control over the RieGuarantors. provided however that it can carry out a sale of the Rie100% of the shares in any of the Guarantors subject to the Mandatory Prepayment provisions.

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Pari passu ranking. The Issuer shall ensure that its obligations under thisthe Bond Agreement and any other Finance Document shall at all time rank at least as set under “Status of the Bonds" above.

Mergers. The Issuer shall not carry out any merger or other business combination or corporate reorganization involving a consolidation of the assets and obligations of the Issuer with any other companies or entities if such transaction would have a Material Adverse Effect.

De-mergers. The Issuer shall not carry out any de-merger or other corporate reorganization involving a split of the Issuer into two or more separate companies or entities, if such transaction would have a Material Adverse Effect.

Continuation of business. The Issuer shall not cease to carry on its business, and shall procure that no substantial change is made to the general nature of the business from that carried on at the date of thisthe Bond Agreement, and/or as set out in thisthe Bond Agreement.

Disposal of business. The Issuer shall not sell or otherwise dispose of all or a substantial part of its assets or operations, provided however that it can carry out a sale of the Rig100% of the shares in any of the Guarantors subject to the Mandatory Prepayment provisions.

Arm's length transactions. The Issuer shall not enter into any transaction with any person except on arm's length terms and for fair market value.

Corporate status. The Issuer shall not change its type of organization or jurisdiction of incorporation.

Compliance with laws. The Issuer shall perform its business in accordance with acknowledged, careful and sound practices in all material aspects and comply in all material respects with all laws and regulations it or they may be subject to from time to time. The Issuer shall ensure that it is not engaged in any conduct prohibited by any legal requirement of any program administered by the Office of Foreign Asset Control ("OFAC") of the U. S. Department of Treasury and the Issuer shall not engage in any conduct that would cause adverse consequences to the Issuer or the bondholders under any program administered by OFAC.

Project Documents. The Issuer shall (i) perform and observe in all material respects with all of its covenants and agreements contained in any of the Project Documents to which it is or becomes a party, (ii) take all necessary action to prevent the termination of any such Project Documents in accordance with the terms thereof or otherwise, other than as a result of expiry of the relevant contract period or termination by counter party against payment of early termination fees reflecting remaining contract period (iii) take any and all action as may be reasonably necessary promptly to enforce its rights and to collect any and all sums due to it under such Project Documents, (iv) not consent to any amendment of any such Project Document or exercise any material option thereunder except for consents or exercise of options within the project budget (as set out in the Preliminary

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Offering Memorandum) or if not having any material negative impact on the value of the Rig-

Delivery Date of the Rig. The Issuer shall take delivery of the Rig according to the Construction Contract on the Delivery Date, unless the Bonds—are—redeemed—in—full—in—accordance—with—the—Mandatory Prepayment provisions.anv of the Rigs.

No other business. The Issuer shall not invest or take part in any other activity than solely related to the ownership of the RieRigs and the Bond Issue.

Bank Accounts. The Issuer shall not have or open any bank accounts other than the Issuer Accounts.

Distributions. The Issuer shall not during the term of the Bonds declare or make any dividend payments, loans or other distributions, including repayment of Subordinated Loans, or make any other transactions implying a transfer of value to its shareholders - whether in cash or in kind - including without limitation repurchase of shares, any total return swaps or instruments with similar effect and reductions in its share capital or equity, other than:

( i) dividend distribution or payment of amortisations and/or interest on the Subordinated Loans in an amount up to 50% of the Issuer's net profit after taxes for the previous financial year based on the audited annual accounts; and

( ii) an amount up to USD 5.000.00010.000.000 in amortisations and/or interest on the Subordinated Loan to the GuarantorLoans from the Issuer Liquidity Account at any date after the first anniversary of the Settlement Date,: and

( ii i) payment of amortisations and/or interest on the Subordinated Loans in an amount equivalent to any new equity contribtion provided to the Issuer from Holdco,

provided (a) with respect to (ii) that the aggregate amount in the Issuer Liquidity Account and the Rigco Liquidity Accounts during the last two months prior to such repayment has at least been equal to USD 32,500,000 afld400Q 00Q 0 (b) with respect to (i) and (ii) that no payment shall be made prior to 30 September 2014 and (c) with respect to (i) to (iii) that all covenants and other provisions of the Finance Documents are complied with by the Obligors, Holdco and the Parent and no Event of Default existing immediately following such dividend, payment or transfer (in aggregate referred to as the "Permitted Distribution"). Any un-utilized portion of the Permitted Distribution that relates to (i) may not be carried forward.

Financial Assistance. The Issuer shall not grant any loans, guarantees or other financial assistance (including, but not limited to granting security) to any third party, other than (i) Subordinated Loans to the Rigcos and/or (ii) in the ordinary course of business.

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Guarantor General and Special Covenants:

Negative pledge. The Issuer shall not create, permit to subsist or allow to exist any security over any of its present or future respective assets or revenues, other than (i) the Security under this Bond Issue, (ii) security for unpaid purchase in favour of third party suppliers in the ordinary course of business consistent with market practice or (iii or (ii) any lien or security arising by operation of law in the ordinary course of business in respect of claims that are not overdue.

Application of Earnings. The Issuer shall not change the order of payments pursuant to the Application of Earnings.

No Financial Indebtedness. The Issuer shall not incur or permit to remain outstanding, any Financial Indebtedness (whether secured or unsecured) other than (i) the Financial Indebtedness arising under the Bond Issue, or (ii) any Subordinated Loans or (iii) as a result of seller's credit provided by third party suppliers in the ordinary course of business consistent with market practice.

The Bond Agreement shall include othersuch standard and other covenants as customarvare set out in the Norwegian high-yield bond marketbond agreement for the Existing Bond.

During the term of the Bonds, the GuarantorGuarantors shall (unless the Trustee or the bondholders' meeting (as the case may be) in writing has agreed otherwise) comply with the following general and special covenants:

Ownership. The shall maintain 100% direct ownershipand control overof the shares in the IssuerRigs, unless the Bonds are redeemed in fu ll in accordance with the Mandatory Prepayment provisions.

Mergers. The GuarantorGuarantors shall not carry out any merger or other business combination or corporate reorganization involving a consolidation of the assets and obligations of the GuarantorGuarantors with any other companies or entities if such transaction would have a Material Adverse Effect.

De-mergers. The GuarantorGuarantors shall not carry out any de-merger or other corporate reorganization involving a split of the GuarantorGuarantors into two or more separate companies or entities, if such transaction would have a Material Adverse Effect.

Disposal of business. The GuarantorGuarantors shall not sell or otherwise dispose of all or a substantial part of its assets or operations, unless (i) such sale or disposal is on arm's length terms and for fair market value and (ii) the Bonds are redeemed in full in accordance with the Mandatory Prepayment provisions in relation to sale or disposal of the shares in the IssuerRigs only.

Arm's length transactions. The GuarantorGuarantors shall not enter into any transaction with any person except on arm's length terms and for fair market value.

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Compliance with laws. The GuarantorGuarantors shall perform itstheir business in accordance with acknowledged, careful and sound practices in all material aspects and comply in all material respects with all laws and regulations it—e^ they may be subject to from time to time. The GuarantorGuarantors shall ensure that it—isthey are not engaged in any conduct prohibited by any legal requirement of any program administered by the Office of Foreign Asset Control ("OFAC") of the U. S. Department of Treasury and the GuarantorGuarantors shall not engage in any conduct that would cause adverse consequences to any of the Obligors or the bondholders under any program administered by OFAC.

Pari passu ranking. The obligations of the Guarantor under any Finance Document to which it-isthey are a party shall at all time rank at least pari passu with all other obligations of the GuarantorGuarantors (save for such claims which are preferred by bankruptcy, insolvency, liquidation or other similar laws of general application) and shall rank ahead of subordinated debt.

Delivery Date of Rig #2. Covadonga Rigco shall take delivery of Rig #2 according to the Construction Contract on the Delivery Date, unless the Yard is delayed in the delivery to such extent that the Bonds are redeemed in full in accordance with the Mandatory Prepayment provisions.

Continuation of business. The GuarantorGuarantors shall not cease to carry on its business, and no substantial change shall be made to the general nature or scope of the business of the GuarantorGuarantors from that carried on at the date of the Bond Agreement, and/or as set out in the Bond Agreement.

Corporate status. The GuarantorGuarantors shall not change itstheir type of organization or jurisdiction of incorporation.

Project Documents. The GuarantorGuarantors shall (i) perform and observe in all material respects with all of itstheir covenants and agreements contained in any of the Project Documents to which it isthey are or becomesbecome a party, (ii) take all necessary action to prevent the termination of any such Project Documents in accordance with the terms thereof or otherwise, other than as a result of expiry of the relevant contract period or termination by counter party against payment of early termination fees reflecting remaining contract period (iii) take any and all action as may be reasonably necessary promptly to enforce itstheir rights and to collect any and all sums due to itthem under such Project Documents, (iv) not consent to any amendment of any such Project Document or exercise any material option thereunder except for consents or exercise of options within the project budget (as set out in the Preliminary Offering Memorandum) or if not having any material negative impact on the value of any of the RieRigs.

Financial Assistance. The GuarantorGuarantors shall not grant any loans, guarantees or other financial assistance (including, but not limited to granting security) to any third party, other than (i) the Permitted Rig 2 Guarantee, (ii) any guarantees to the Yard in respect of the obligations of the Issuer under the Construction Contract and/or Rigco 2 under the Rig 2

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Holdco Special Covenants:

Parent Special Covenants:

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Construction Contract, (iii (ii) any Subordinated Loan to the Issuer and (iv) equity or subordinated loan contributions to Rigco 2 being (directly or indirectly) financed with capital contributions from the Parentor the other Guarantor.

Negative Pledge. The GuarantorGuarantors shall not create or permit to subsist any security over any of itstheir assets or enter into arrangements having a similar effect other than (ai) the Security under this Bond Issue, (b) the Permitted Rig 2 Security or (cii) security for unpaid purchase in favour of third party suppliers in the ordinary course of business consistent with market practice or or (iii) any lien or security arising by operation of law in ordinary course of business in respect of claims that are not overdue.

Financial Indebtedness. The Guarantorlssuer shall not incur or permit to remain outstanding, any Financial Indebtedness (whether secured or unsecured) other than (i) the Financial Indebtedness arising under the Bond Issue, (ii) any Permitted Rig 2 Guarantee, (iii) any guarantees to the Yard in respect of the obligations of the Issuer the Construction Contract and/or Rigco 2 under the Rig-2-Construction Contract, (iii) any Intercompany Loan,(iv) any-Subordinated Loans under which the Parent is lender or (v) any subordinated loan from the Parent in relation to the financing of Rig 2. or(v) as a result of seller's credit provided by third party suppliers in the ordinary course of business consistent with market practice.

No other business. The GuarantorGuarantors shall not invest or take part in any other activity than solely related to the ownership and operation of the Issuer and Rigco 2.Rigs.

During the term of the Bonds, the Holdco shall (unless the Trustee or the bondholders' meeting (as the case may be) in writing has agreed otherwise) comply with the following special covenants:

No enforcement. Holdco shall not enforce any monetary claim against any of the Obligors without prior written consent of the Trustee, nor permit any affiliated party to enforce such claim.

Loyalty. Holdco shall in its capacity as direct and/or indirect controlling shareholder of the Obligors to the extent applicable act in accordance with and loyalty to the terms of the Finance Documents, e.g. not demand or vote in favour of any dividend payments or other distributions from the Issuer other than allowed herein.

Ownership. Holdco shall maintain 100% direct ownership and control of the shares in the Issuer, unless the Bonds are redeemed in full in accordance with the Mandatory Prepayment provisions.

Negative pledge. Holdco shall not (save for Security granted by it for the purpose of the Bond Issue) create, permit to subsist or allow to exist any security over any of the assets included as part of the Security for the Bonds.

During the term of the Bonds, the Parent shall (unless the Trustee or the bondholders' meeting (as the case may be) in writing has agreed otherwise)

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comply with the following special covenants, as shall be set out in the Omnibus Manager'sParent Undertaking:

No enforcement. The Parent shall not enforce any monetary claim against any of the Obligors without prior written consent of the Trustee, nor permit any affiliated party to enforce such claim.

Loyalty. The Parent shall in its capacity as indirect controlling shareholder of the Obligors to the extent applicable act in accordance with and loyalty to the terms of the Finance Documents, e.g. not demand or vote in favorfavour of any dividend payments or other distributions from the Issuer other than allowed herein;.

Ownership. The Parent shall procure that (i) the Guarantors remain wholly owned subsidiaries of the Issuer and (ii) the Issuer remains a wholly -owned subsidiary of the Guarantor and the Parent shall maintain at least 50.01% ownership and voting rights of the GuarantorHoldco.

Parent Earnings. As long as the Direct IssuerRigco Contract Regime has not been implemented, the Parent shall ensure that all earnings received from the Drilling ContractContracts (to the extent it is a party to it) shall be received into the relevant Parent Earnings AccountAccounts (through a trust account to the extent the Mexican Trust Arrangement has been implemented).

Project Documents. The Parent shall (i) perform and observe in all material respects with all of its covenants and agreements contained in any of the Project Documents to which it is or becomes a party, (ii) take all necessary action to prevent the termination of any such Project Documents in accordance with the terms thereof or otherwise, other than as a result of expiry of the relevant contract period or termination by counter party against payment of early termination fees reflecting remaining contract period (iii) take any and all action as may be reasonably necessary promptly to enforce its rights and to collect any and all sums due to it under such Project Documents, (iv) not consent to any amendment of any such Project Document or exercise any material option thereunder except for consents or exercise of options within the project budget (as set out in the Preliminary Offering Memorandum) or if not having any material negative impact on the value of any of the RieRigs.

Manager. The Parent shall in its capacity as manager of the RigRigs under any of the Management Agreements market and operate the R igRigs in accordance with good industry standards and in accordance with the Project Documents and in compliance with the terms hereof and the Security Documents.

Negative pledge. The Parent shall not (save for Security granted by it for the purpose of the Bond Issue) create, permit to subsist or allow to exist any security over the Subordinated Loans and/or any of the shares in the Guarantor, and any sale or issuance of shares in the Guarantor in accordance with the terms hereof shall be made on the condition that any new shareholder shall not create, permit to subsist or allow to exist

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Financial Covenants:

Rig Covenants:

Maintenance of insurances:

any security over any of its shares in the Guarantor, and said new shareholder shall undertake the same to the Trustee (on behalf of the bondholders)any of the assets included as part of the Security for the Bonds.

Liquidity: The Issuer shall on a consolidated basis with the Rigcos at all times from and including the Tap Issue Disbursement Date have a minimum Liquidity of USD 7.500.000: and10.000.000.

Equity Ratio: The Issuer shall on a consolidated basis with the Rigcos at all times maintain an Equity Ratio of minimum 25% during the first 18 months after the Settlement Date and 30% thereafter:the following:

( i) 25% in the period from the Tap Issue Settlement Date until and including 31 December 2014:

( ii) 27.5% in the period 1 January 2015 until and including 31 December 2015: and

( i i i ) 30% thereafter.

"Equity" means the aggregate amount which would in accordance with IFRS be shown in the Issuer's consolidated financial statements as the shareholders' equity, for the avoidance of doubt to include the outstanding amount of Subordinated Loans owed by the Obligors to the Guarantor- Parent and Holdco.

"Equity Ratio" means Equity to Total Assets.

"IFRS" means International Financial Reporting Standards, and guidelines and interpretations issued thereto by the International Accounting Standards Board (or any predecessor and successor thereof), in force from time to time.

"Liquidity" means, at any given time, the aggregate book value of the freely available and unencumbered cash standing to the credit of the Issuer in the Issuer Liquidity Account and the Rigcos in the Rigco Liquidity Accounts.

"Total Assets" means the aggregate amount which would in accordance with IFRS be shown in the Issuer's consolidated financial statements as its total assets.

Standard covenants as per the Existing Bond agreement applicable to the R igRigs: (i) maintenance of insurances (see below), (ii) no sale of the R igRigs without redemption of the Bond Issue (see Mandatory Prepayment), (iii) maintenance of class, (iv) maintenance of flag, name and registry, (v) R igRigs to be kept in a good and safe condition and repair consistent with prudent ownership and industry standards, and (vi) operation in accordance with applicable laws and regulations.

The Issuer or the Parent shall procure, subject to the terms and conditions of the Bareboat Charter ContractContracts or the Operational Management AgreementAgreements (as applicable) that reasonable and satisfactory maintenance of insurances of the R igRigs and all relevant equipment related thereto is provided for at all times, hereunder to retain the R igRigs in class. During operation of the R igRigs, the Parent shall, as per the terms of the

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Confirmation of covenants:

Change of Control:

Change of Control Event:

Mandatory Prepayment:

Bareboat Charter or the Operational ManagementAgreement (as applicable), ensure that the Rig isRigs are subject to proper maintenance according to planned maintenance system. The RtgRjgs shall also be adequately insured (including war risk) against (i) Hull & Machinery risks at least to the full value of the relevant Rig and at least 120% of the outstanding amount under the Finance Documents under the insurances of the Rigs in aggregate, the deductible amount in respect of claims shall in each event not exceed fair market terms for any one occurrence or such higher amount as the Trustee (acting on the instructions of the Bondholders) otherwise agrees, (ii) third party liability insurance as per industry standards,(iii) mortgagee interest insurance and mortgagee additional perils (pollution) insurance, (iv) loss of hire and requisition compensation, (v) expropriation risk and (vi) any additional insurance required under any law or the relevant Drilling Contract.

All insurances shall be maintained with reputable insurers of financial standing as approved by the Trustee (acting on the instructions of the Bondholders).

The Trustee shall be named as an additional assured and as exclusive loss payee on the insurances set out in (i), (iii) and (iv) above.

The insurances and loss payee clause shall be in accordance with the Nordic Marine Insurance Plan of 2013 or other insurances with no less favorable terms.

Each of the Parent, Holdco and the Obligors undertakes to comply with the above covenants that apply to it at all times, such compliance to be measured on each quarter date and certified by the Issuer in conjunction with each quarterly financial reporting.

Upon a Change of Control Event occurring, each Bondholder shall have a right of pre-payment (Put Option) of the Bonds at a price of 101% of par value (plus accrued interest) during a period of 60 days following the notice of a Change of Control Event.

Change of Control Event means any person or group (i) other than Parent, becomes the owner, directly or indirectly, of 50% or more of the outstanding shares and/or voting rights of the GuarantorHoldco, or (ii) other than members of the Del Valle family, becomes the owner, directly or indirectly, of 50% or more of the outstanding shares and/or voting rights of the Parent.

Upon a Mandatory Prepayment Event (excluding, for the avoidance of doubt, a Total Loss Event) occurring, the Issuer shall not later than 30 days following the relevant Mandatory Prepayment Event (unless there is an Event of Default in which case it will be promptly), redeem ( a l 100% of the outstanding Bonds if related to the Bonds generally or both Rigs and/or Rigcos or (b) 50% of the outstanding Bonds if related to one Rig and/or Rigco, in both instances at a price equal to the Call Options levels on such date (plus accrued interest on redeemed amount). For the avoidance of doubt, the aforesaid redemption prices shall be determined based on the date the Mandatory Repayment Event occurred and not based on the date of

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repayment.

Total Loss Event:

Total Loss Prepayment:

Mandatory Prepayment Event:

If the Bonds are redeemed according to this Mandatory Repayment provision, all or 50% as the entirecase may be of the amount in the Escrow Account and the Debt Service Reserve Account and any amounts received as damages payments under the Construction Contract or any of the insurance proceeds, may be used as part payment in relation to the Mandatory RepavmentPrepavment.

In the event that the Mandatory Prepayment Event relates to one Rig and/or Rigco the remaining scheduled redemptions as per the Amortization shall be reduced by 50%, the minimum liquidity requirement shall be reduced to USD 7.500.000 and the relevant Rigco shall be released from any obligation under under the Finance Documents and/or any relevant Project Document once 50% of the outstanding Bonds referred to above have been redeemed.

Upon the occurrence of (i) several Mandatory Prepayment Events or (ii) one or several Mandatory Prepayment Events and a Total Loss Event, the Issuer shall only be obliged to pay the lowest applicable redemption amount.

Means an actual or constructive total loss of any of the RigRigs.

Upon a Total Loss Event, the Issuer shall promptly once insurance proceeds are available, but in any event no later than sixty (60) days following the Total Loss Event redeem (3X 100% of the outstanding Bonds at 100% of par value (plus accrued interest on redeemed amount) if related to both Rigs or (b) 50% of the outstanding Bonds if related to one of the Rigs.

In the event that the Total Loss Event relates to one of the Rigs the remaining scheduled redemptions as per the Amortization shall be reduced by 50%, the minimum liquidity requirement shall be reduced to USD 7,500,000 and the relevant Rigco shall be released from any obligation under under the Finance Documents and/or any relevant Project Document once 50% of the outstanding Bonds referred to above have been redeemed.

Means if:

( i) any of the Rig isRigs are sold;

( i i) Holdco ceases to be the direct owner of 100% of the shares in the Issuer:

( i i i) the Issuer ceases to be the direct owner of 100% of the shares in any of the Guarantors:

( iv ) ( i ) - the Construction Contract is terminated by the Yard;

(v ) ( i i i) the Rig #2 is not delivered on or prior to 31 AugustDecember 2013 unless such delay is caused by circumstances qualifying as permissible delay under the Construction Contract (including force majeure), in which case a Mandatory Prepayment Event shall not

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Event of Default:

Material Adverse Effect:

Financial Indebtedness:

occur unless the-Rig #2 is still not delivered by 31 October 2013:28 February 2014: and

(v i) ( iv ) the Bonds are not listed (as further described below) within by 3 March 2014 (8 months following the Settlement Datesettlement of the Existing Bond) or, as of the Bonds being listed, if the Bonds are no longer listed as required by the Bond Agreement; and.

(v )------ the Guarantor ceases to be the direct owner of 100% of theshares in the Issuer.

The Bond Agreement shallwill include standard remedy and event of default provisions, including remedy periods and cross default provisions relating to the Issuer and the GuarantorGuarantors with a threshold of (on an aggregated basis) USD 2,000,000, and cross-acceleration provisions relating to the Parent with a threshold of (on an aggregated basis) USD 5,000,000. T© the extent the financiers of Rigco 2 require a cross default or cross­acceleration provision related to the Issuer, a mirrored provision (related to Rigco 2) shall become applicable under the Bond Agreement (with applicable remedy periods).

The Finance Documents will contain waterfall provisions in case of partial payments i.e. first to cover costs, fees and expenses of the Trustee (the "Trustee Expenses") and thereafter any other outstanding amounts under the Finance Documents. In case the Issuer does not pay the Trustee for incurred fees, then the Trustee may seek funding of the Trustee Expenses from the bondholders, or failing them, other sources, in which case such other sources will be subrogated into the position of the Trustee, but subordinate to any further Trustee Expenses.

A material adverse effect on: (i) financial condition or operations of any of the Obligors, (ii) any of the Obligors' or the Parent's ability to perform and comply with its obligations under the Finance Documents, (iii) the validity or enforceability of any Finance Document.

Means any indebtedness incurred in respect of:

( i) moneys borrowed (including acceptance credit and any overdraft facility):

( ii) any bond, note, debenture, loan stock or other similar instrument:( iii) the amount of any liability in respect of any lease, hire purchase

contract which would, in accordance with IFRS, be treated as a finance or capital lease:

( iv ) receivables sold or discounted (other than any receivables sold on a non-recourse basis):

(v ) any sale and lease-back transaction, or similar transaction which is treated as indebtedness under IFRS:

(v i) any liability under a deferred purchase agreement where the deferred payment is arranged primarily as a method of raising finance or financing the acquisition of that asset;

(v ii) any derivative transaction entered into in connection with

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Project Documents:

Finance Documents:

Preliminary Offering Memorandum:

Issuer's ownership of Bonds:

Sole Manager and Bookrunner:

Trustee:

Governing Law and jurisdiction:

protection against or benefit from fluctuation in any rate or price, including without limitation currency or interest rate swaps, caps or collar transactions (and, when calculating the value of the transaction, only the marked-to-market value shall be taken into account);

(v i i i) any amounts raised under any other transactions having the commercial effect of a borrowing or raising of money, (including any forward sale or purchase agreement);

( ix ) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of any underlying liability; and (without double counting);any guarantee, indemnity or similar assurance against financial loss of any person in respect of any of the items referred to above.

Means:

( i) The Construction Contract and the Refund Guarantee;( ii) The Intercompany Loan:( i i i) ( i ) - any Subordinated Loan Agreements;( iv ) ( i ii) the Management Agreements (or any substitution thereof);(v ) ( iv ) the Drilling Contract(s); and(v i) (v )-the Bareboat Charter ContractContracts.

Means:

( i) the Bond Agreement;( i i) the Security Documents;( i i i) the Trustee's fee letter;( iv ) the Parent Undertaking;(v ) the Bareboat Charter ContractContracts;(v i) the Application FormAgreement; and(v ii) any other document (whether creating Security or not) which is

executed at any time by the Issuer or any other person in relation to any amount payable under the Bond Agreement.

The preliminary offering memorandum dated 10 June18 September 2013.

The Issuer and the Parent has the right to acquire and own Bonds. Such Bonds may at the Issuer's or Parent's discretion be retained by the Issuer or Parent, sold or discharged.

RS Platou Markets AS, Haakon Vll's gate 10, NO-0116 Oslo, Norway

Norsk Tillitsmann ASA, Postboks 1470 Vika, 0116 Oslo.

Norwegian law and Norwegian courts (at the competent legal venue of the Trustee) for the Bond Agreement and appropriate law for the other Finance Documents.

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Registration:

Paying Agent:

Taxation:

Bond Agreement and terms of subscription:

The Bondsbonds issued in the Tap Issue will be registered in the Norwegian Central Securities Depository (VPS) on the same ISIN as the Existing Bonds. Principal and interest accrued will be credited the bondholders through VPS.

DNB Bank ASA

The Issuer shall pay any stamp duty and other public fees accruing in connection with the issuance of the Bonds or the Security Documents, but not in respect of trading of the Bonds in the secondary market. If payments under the Bonds are subject to withholding tax, the Issuer shall deduct before payment to the bondholders at source any applicable withholding tax payable pursuant to law and make an additional payment to the bondholders equivalent to such deduction (gross up). The Issuer shall in the event that a Drilling Contract is entered into with a Client in Mexico procure that it is qualifying to pay the minimum withholding tax on Interest Payments (presently 4.9%), and such payments to be subject to the aforesaid gross up.

The bond agreement governing the Bond Issue (the "Bond Agreement") will be entered into by the Issuer and the Trustee acting as the bondholders' representative, and it shall be based on the Trustee's current Norwegian high-yield standard. The standard. The Bond Agreement will be based on the existing bond agreement governing the Existing Bond, to be amended and restated to reflect the Tap Issue and the terms set out herein. All such changes will be set out in the summons to a meeting of the holders of bonds in the Existing Bonds to be hold prior to settlement of the Tap Issue. Draft versions of these summons and the amended and restated bond agreement is available upon request to the Trustee or the Manager.

The Bond Agreement shallwill regulate the bondholders' rights and obligations with respect to the Bonds. If any discrepancy occurs between this Term Sheet and the Bond Agreement, then the Bond Agreement shall prevail.

The subscriber is deemed to have granted authority to the Trustee to finalize the Bond Agreement and the Security Documents. Although minor adjustments to the structure described in this Term Sheet may occur, the provisions in the Bond Agreement will be substantially consistent with those set forth in this Term Sheet.

The application for and subscription of Bonds in the Tap Issue will occur on the terms of the application ferm agreement provided by the Manager (the "Application FormAereement"). which specifically authorises the Trustee to execute and deliver the Bond Agreement on behalf of the prospective bondholders, who will execute and deliver such Application FormAgreement by a signed document, taped telephone conversation, e-mail or otherwise prior to receiving Bond allotments. On this basis, the Issuer and the Trustee will execute and deliver the Bond Agreement and the latter's execution and delivery is on behalf of all of the subscribers, such that they thereby will become bound by the Bond Agreement. The Bond Agreement specifies that all Bond transfers shall be subject to the terms thereof, and the Trustee and all Bond transferees shall, when acquiring the Bonds, be deemed to have

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Stock Exchange listing:

Market making:

Eligible purchasers:

Transfer restrictions:

accepted the terms of the Bond Agreement, which specifies that all such transferees shall automatically become bound by the Bond Agreement upon completed transfer having been registered by VPS, without any further action required to be taken or formalities to be complied with. The Bond Agreement shallwill specify that it shall be made available to the general public for inspection purposes and may, until redemption in full of the Bonds, be obtained on request to the Trustee or the Issuer, and such availability shall be recorded in the VPS particulars relating to the Bonds.

An application will be made for the Bonds to be listed on the Luxembourg Stock Exchange, the Euro MTF Market or another internationally recognized stock exchange approved by the Trustee before or as soon as practical after the Settlement Date.

No market-maker agreement has been made for thisthe Tap Issue or the Bond Issue.

The Bonds are being offered only (i) to non-"U.S. persons" in “offshore transactions" within the meaning of Rule 902 under the U.S. Securities Act of 1933, as amended ("Securities Act") and (ii) to "qualified institutional buyers" ("QIBs") within the meaning of Rule 144A under the Securities Act in a transaction exempt from the registration requirements under the Securities Act. In addition to the Application FormAgreement that each investor will be required to execute, each U.S. investor that wishes to purchase Bonds will be required to execute and deliver to the Issuer a certification in a form to be provided by the Issuer stating, among other things, that the investor is a QIB. The Bonds will not be offered to and may not be purchased by any investor save for in accordance with the abovementioned exemptions within the United States or appropriate exemptions under the laws of any other jurisdictions. The Bonds may not be purchased by, or for the benefit of, persons resident in Canada. See further details and description of applicable subscription and transfer restrictions in the Preliminary Offering Memorandum and the Application FormAgreement. Failure by investors to comply with these restrictions may constitute a violation of applicable securities legislation.

Except as set out below, and subject to any restrictions to which a bondholder may be subject due to local law or otherwise, the Bonds are freely transferable and may be pledged, subject to the following:

Bondholders may be subject to purchase or transfer restrictions with regard to the Bonds, as applicable from time to time under local laws to which a bondholder may be subject (due e.g. to its nationality, its residency, its registered address, its place(s) for doing business etc). Each bondholder must ensure compliance with local laws and regulations applicable at own cost and expense.

Notwithstanding the above, a bondholder who has purchased the Bonds in contravention of mandatory restrictions applicable may nevertheless utilize its voting rights under the Bond Agreement.

Bondholders understand that the Bonds will be "restricted securities" within

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the meaning of Rule 144(a)(3) of the Securities Act and may not be offered, sold, pledged or otherwise transferred except (A) (i) to the Issuer, (ii) to a person who the seller reasonably believes is a QIB within the meaning of Rule 144A under the Securities Act purchasing for its own account or for the account or benefit of a QIB in a transaction meeting the requirements of Rule 144A, (iii) outside the United States in compliance with Rule 903 or Rule 904, as applicable, of Regulation S under the Securities Act, (iv) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available), (v) pursuant to any other available exemption from registration under the Securities Act, subject to the receipt by the Issuer of an opinion of counsel or such other evidence that the Issuer may reasonably require confirming that such sale or transfer is in compliance with the Securities Act; or (vi) pursuant to an effective registration statement under the Securities Act and (B) in accordance with all applicable securities laws of the states of the United States and any other jurisdiction. No representation can be made as to the availability of the exemption from registration provided by Rule 144 for resales of the Bonds.

Oslo, 14 June18 September 2013

Santa MariaLatina Offshore Limitedas Issuer

RS Platou Markets ASas Manager

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Appendix 21 - Main terms of Bareboat Charter ContractContracts

Parties:

Bareboat charter hire:

Risk allocation:

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IssuerRig #1: Santa Maria Rigco as "Owner" and Parent as "Charterer". Rig #2: Covadonga Rigco as "Owner" and Parent as "Charterer".

A monthly hire, payable five (5) banking days after the payment date in the relevant Drilling Contract for that same month of operation, based on a dayrate calculated as follows:

( i) the day-rate in USD of the applicable Drilling Contract at the time of the start of such Drilling Contract, less

( ii) an amount equal to (a) for Rig #1 USD 51,000 and (b) for Rig #2 USD 52,500 per day for each day of the month,which amounts shall not be subject to any adjustment during the term of the relevant Bareboat Charter Contract.

In addition, the Charterer shall transfer to the Owner the mobilisation fee remuneration to be received by the Charterer under the first Drilling Contract (in an amount of at least USD 8 million for each of the Rigs).

The principles for calculation of the bareboat charter hire as set out above are applicable only to the extent the Drilling Contract is entered into with Client for operation in Mexico. In the event of a Bareboat Charter Contract being entered into with respect to operation in any other jurisdiction, said calculations shall be adjusted to reflect fair market value terms in that jurisdiction.

The RigEach of the Rigs shall in the period of the Bareboat Charter ContractContracts be at the risk of the Charterer. The Charterer shall thus bear the risk with respect to the levels of e.g. all opex, insurance and other costs related to the Rig, deviating tax and VAT calculations etc, as well as the risk of down-time on the Rig Rigs affecting the earnings on the relevant Drilling Contract, save for if such down-time is caused by:

( i) special periodic surveys carried out in the ordinary course and at customary intervals;

( i i) technical default with the relevant Rig (latent defects) caused by the Yard, for which the Yard has provided warranties and/or the Issuerrelevant Rigco has insurance coverage, or

( i i i ) cancellation or termination of the Drilling Contract for other reasons than the negligence or other fault of the Charterer.

Upon termination of the applicable Drilling Contract, the Charterer shall in cooperation with the relevant Rigco (and if applicable the Issuer) market the relevant Rig and be entitled to enter into a new Drilling Contract, subject to compliance with the provisions of the Finance Documents.

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Start-up: Same date and time as the (first) Drilling Contract for the relevant Rig.

Duration: Same duration as the applicable Drilling Contract, and to the extent anew Drilling Contract is entered into by the Parent with respect to the relevant Rig, the Bareboat Charter Contract shall be extended to apply for the duration of such new Drilling Contract.

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Document comparison by Workshare Professional on 18. september 2013 17:25:20Input:

Document 1 ID interwovenSite://WORKSITE/Matters/3000753/1

Description #3000753v1<Matters> -C P Latina Term Sheet_Final_14062013

Document 2 ID interwovenSite://WORKSITE/Matters/3005607/1

Description #3005607v1<Matters> - 20130918 Latina Offshore Limited - Term Sheet Launch Final

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