DESCRIPTION OF THE EXCHANGE NOTES

The following description is a summary of the material provisions of the Indenture, the Escrow Agreement and the Collateral Agreements. It does not restate those agreements in their entirety. We urge you to read those agreements because they, and not this description, will define your rights as holders of the notes. Copies of the Indenture, the Note Guarantees, the Escrow Agreement and the Collateral Agreements are available as set forth below under “—Additional Information.”

On November 15, 2010, we made the final construction payment to DSME of $510.1 million and took delivery of the Platinum Explorer. The funds for the final construction payment for the Platinum Explorer were a portion of the net proceeds from the offering of the old notes and had been deposited, in connection with the closing of the offering of the old notes, in an escrow account with Wells Fargo Bank, National Association, as the trustee for the old notes, to be released in connection with the delivery of the Platinum Explorer. As a result of the release of the funds and the delivery of the Platinum Explorer, the escrow arrangement was terminated. Accordingly, we have updated the following description of the notes as appropriate to reflect this. We have not however made any revisions to the definitions of terms used in this description under the subheading “—Certain Definitions.”

In this description, the “Issuer” refers only to Offshore Group Investment Limited, a Cayman Islands exempted company with limited liability, and any successor, and not to Vantage Drilling Company.

Brief Description of the Notes and the Note Guarantees

The exchange notes will be issued under the Indenture with the Guarantors and Wells Fargo Bank, National Association, as Trustee and Noteholder Collateral Agent. The terms of the notes will include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Unless the context requires otherwise, all references to the “notes” in this “Description of the Exchange Notes” include the old notes and the exchange notes. The old notes and the exchange notes will be treated as a single class for all purposes of the Indenture. You can find the definitions of certain terms used in this description below under the subheading “—Certain Definitions.” Certain defined terms used in this description but not defined below under the subheading “—Certain Definitions” have the meaning assigned to them in the Indenture.

The notes will be:

The notes will be guaranteed on a senior secured basis by Parent, by each of the Issuer’s existing and future Subsidiaries, including any existing and future Subsidiaries that guarantee Obligations under any Credit Agreement, and by certain of Parent’s other Subsidiaries. Each guarantee of the notes will be:

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None of the Excluded Parent Subsidiaries will be Restricted Subsidiaries or Guarantors, except under limited circumstances as set forth under the “Designation of Restricted and Unrestricted Subsidiaries” and “Additional Note Guarantees” covenants.

At September 30, 2010, after giving effect to the offering of the old notes and the other Transactions, the Issuer and the Restricted Subsidiaries, on a consolidated basis, had outstanding approximately $1.0 billion of senior Indebtedness, consisting of the notes, and Parent and its Subsidiaries, on a consolidated basis, had outstanding approximately $1.1 billion of senior Indebtedness, consisting of the notes, the Aquamarine term loan, the F3 Capital Note and Parent’s short-term debt. In addition, the Issuer and the Guarantors have the ability to incur additional Indebtedness, including additional Indebtedness and letters of credit under any Credit Agreement not to exceed $25.0 million.

The registered holder of a note will be treated as the owner of it for all purposes. Only registered holders will have rights under the Indenture.

Restricted and Unrestricted Subsidiaries

As of the issue date of the exchange notes, all of the Issuer’s Subsidiaries will be “Restricted Subsidiaries.” Under the circumstances described below under the caption “—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries,” the Board of Directors of Parent will be permitted to designate certain of the Restricted Subsidiaries or newly created or acquired Subsidiaries, if any, as Unrestricted Subsidiaries. Unrestricted Subsidiaries will not be subject to many of the restrictive covenants in the Indenture and will not guarantee the notes.

Principal, Amortization Schedule and Interest

The Issuer issued $1.0 billion in aggregate principal amount of notes in the offering. The Issuer may issue additional notes under the Indenture from time to time in the future. Any issuance of additional notes will be subject to all of the covenants in the Indenture, including the covenant described below under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock.” The notes and any additional notes subsequently issued under the Indenture will be treated as a single class for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The Issuer will issue notes in a minimum denomination of $2,000 and integral multiples of $1,000.

Interest on old notes will accrue at the rate of 11  ¹ / 2 % per year and will be payable semi-annually in arrears on February 1 and August 1 of each year, commencing on February 1, 2011. Interest on overdue principal and interest will accrue at a rate that is 2.0% higher than the then applicable interest rate on the notes. The Issuer will make each interest payment to the holders of record on the immediately preceding January 15 and July 15. Interest on the notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. For the avoidance of doubt, all references to “interest” mean the initial interest rate borne by the notes and any increases in that rate to the extent overdue interest accrues on the notes, any Default Interest as set forth under “Events of Default and Remedies” and Additional Interest as set forth under “Registration Rights; Additional Interest.”

Methods of Receiving Payments on the Notes

If a holder of notes has given wire transfer instructions to the Issuer, the Issuer will pay all principal of, and interest and premium on, that holder’s notes in accordance with those instructions. All other payments on the notes will be made at the office or agency of the paying agent and registrar unless the Issuer elects to make interest payments by check mailed to the noteholders at their address set forth in the register of holders.

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Paying Agent and Registrar for the Notes

Wells Fargo Bank, National Association, will initially act as paying agent and registrar. The Issuer may change the paying agent or registrar without prior notice to the holders of the notes, and the Issuer or any of its Subsidiaries may act as paying agent or registrar.

Transfer and Exchange

A holder may transfer or exchange notes in accordance with the provisions of the Indenture. The registrar and the Trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of notes. Holders will be required to pay all taxes due on transfer. The Registrar will not be required to transfer or exchange any note selected for redemption. Also, the Issuer will not be required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed.

Note Guarantees

The notes will be guaranteed on a senior secured basis by Parent and by each of the Issuer’s existing and future Subsidiaries, including any existing and future Subsidiaries that guarantee Obligations under any Credit Agreement, and by certain of Parent’s other Subsidiaries. Such Note Guarantees will be joint and several obligations of the Guarantors. The obligations of each Guarantor under its Note Guarantee will be limited as necessary to prevent that Note Guarantee from constituting a fraudulent conveyance under applicable law. See “Risk Factors—Risks Related to the Notes—U.S. federal, state and foreign fraudulent transfer laws may permit a court to void the notes and the Note Guarantees, subordinate claims in respect of the notes and the Note Guarantees and require noteholders to return payments received. If this occurs, noteholders may not receive any payments on the notes.” If the Note Guarantee of a Guarantor is determined to be a fraudulent conveyance, holders of the notes may not receive any payment on the notes.

A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Issuer or another Restricted Subsidiary, unless:

(1) immediately after giving effect to that transaction, no Default or Event of Default exists; and

(2) either:

(a) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under the Indenture and its Note Guarantee pursuant to a supplemental indenture satisfactory to the Trustee; or

(b) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the Indenture and the Collateral Agreements,

provided , however , that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of the Guarantors as a whole will be governed by the “Merger, Consolidation; Sale of Assets” and “Asset Sales” covenants and may be subject to the “Change of Control” covenant.

The Note Guarantee of a Guarantor will be released:

(1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Issuer, a Guarantor or a Restricted Subsidiary, if the sale or other disposition does not violate the “Merger, Consolidation; Sale of Assets” or “Asset Sales” covenants and complies with the Collateral Agreements;

(2) in connection with any sale or other disposition of all of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer, a Guarantor or a

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Restricted Subsidiary, if the sale or other disposition does not violate the “Asset Sales” provisions of the Indenture and complies with the Collateral Agreements;

(3) if Parent or the Issuer designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of the Indenture; or

(4) upon legal defeasance or satisfaction and discharge of the Indenture as provided below under the captions “—Legal Defeasance and Covenant Defeasance” and “—Satisfaction and Discharge.”

Security

Collateral Agreements

The notes, the Note Guarantees and all other Obligations under the Indenture will be secured by a first priority Lien on the Equity Interests of the Issuer and substantially all of the existing and future property and assets of the Issuer and the Guarantors (other than Parent), including the following:

(1) the Vessels owned by the Issuer and the Guarantors, as mortgaged under those certain Ship Mortgages dated July 30, 2010 or, in the case of the Platinum Explorer , November 15, 2010;

(2) all other assets of the Issuer and the Guarantors (other than Parent), which will include accounts receivable (and supporting obligations related to the payment or performance thereof), general intangibles and equipment;

(3) assignments of all insurance in respect of the Vessels and other applicable insurance of the Issuer and the Guarantors in respect of other Collateral;

(4) assignments of the earnings of the Issuer or any Guarantor or Internal Charterer that is party to a Drilling Contract;

(5) the Equity Interests of the Guarantors (other than Parent); and

(6) assignment of the Earnings Account.

We do not expect that the Collateral will include an assignment of the Drilling Contracts related to the Vessels because, as a general matter, the counterparties to these kind of contracts do not allow their assignment. However, the Collateral will include an assignment of the earnings from such Drilling Contracts and such earnings will be deposited into the Earnings Account, which will also be assigned as part of the Collateral. The Collateral also will not include de minimus or immaterial assets for which perfection of the security interests in such assets could not be obtained without unreasonable cost and expense or under applicable law.

The Liens will secure the payment and performance when due of all of the Obligations of the Issuer and the Guarantors under the Indenture, the notes, the Note Guarantees and the Collateral Agreements, in each case as provided in the Collateral Agreements. The Issuer and the Guarantors will cause the earnings derived from all Drilling Contracts to be deposited into the Earnings Account.

If property of a type constituting Collateral is acquired by the Issuer or any Guarantor (other than Parent) that is not automatically subject to a Lien or perfected security interest under the Collateral Agreements or there is a new Guarantor, then the Issuer or such Guarantor will, as soon as practicable after such property’s acquisition or such Subsidiary becoming a Guarantor and in any event within 10 business days, provide Liens having first priority over such property (or, in the case of a new Guarantor, all of its assets constituting the type that is Collateral) in favor of the Noteholder Collateral Agent and deliver certain certificates (including in the case of real property, title insurance) in respect thereof as required by the Indenture or the Collateral Agreements and take all necessary steps to perfect the security interest represented by such Liens.

So long as no Default or Event of Default has occurred and is continuing, and subject to the Intercreditor Agreement, if any, and certain other terms and conditions, the Issuer and the Guarantors will be entitled to

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receive all cash dividends, principal, interest and other payments made upon or with respect to the Collateral pledged by them and to exercise any voting and other consensual rights pertaining to the Collateral pledged by them, except in connection with a sale of any such Collateral which shall be governed by the Intercreditor Agreement and the Indenture, including the “Merger, Consolidation; Sale of Assets” and “Asset Sales” covenants and the provisions of the Collateral Agreements as set forth under “—Release of Liens.”

Subject to the Collateral Agreements and the Intercreditor Agreement, if any, upon the occurrence and during the continuance of a Default or Event of Default:

(1) all rights of the Issuer and the Guarantors to exercise such voting or other consensual rights will cease, and all such rights will become vested in the Noteholder Collateral Agent, which, to the extent permitted by law, will have the sole right to exercise such voting and other consensual rights;

(2) all rights of the Issuer and the Guarantors to receive all cash dividends, principal, interest and other payments made upon or with respect to the Collateral will cease and such cash dividends, principal, interest and other payments will be paid to the Noteholder Collateral Agent; and

(3) the Noteholder Collateral Agent may sell the Collateral or any part of the Collateral in accordance with the terms of the Collateral Agreements.

The Trustee will distribute all funds received by the Noteholder Collateral Agent for the benefit of the holders of the notes in accordance with the provisions of the Indenture and the Collateral Agreements.

The Noteholder Collateral Agent will determine the circumstances and manner in which the Collateral will be disposed of, including, but not limited to, the determination of whether to release all or any portion of the Collateral from the Liens created by the Collateral Agreements and whether to foreclose on the Collateral following a Default or Event of Default.

Intercreditor Agreement

If the Issuer and the Guarantors enter into any Credit Agreement in the future and the Indebtedness thereunder is secured by Liens on Collateral, the Issuer, the Guarantors, the Trustee, the Credit Agreement Collateral Agent on behalf of the Credit Agreement Secured Parties, and the Noteholder Collateral Agent on behalf of the Notes Secured Parties will enter into an Intercreditor Agreement, which will define the rights of such parties with respect to the Collateral. The following description is a summary of the principal terms that we expect to be contained in any Intercreditor Agreement, rather than a complete and definitive description of such terms. There is no assurance that the Issuer and the Guarantors will enter into any such Intercreditor Agreement on these terms, and the terms of any such Intercreditor Agreement could be more beneficial to the holders of any Credit Agreement Liens compared to those summarized below. By purchasing notes, each holder of notes will be deemed to have authorized the Noteholder Collateral Agent and the Trustee to enter into an Intercreditor Agreement with the Credit Agreement Collateral Agent on terms substantially the same as those summarized below.

Notes Obligations Pari Passu with Credit Agreement Obligations

We expect that any Intercreditor Agreement will provide, among other things, that all Indebtedness under the Indenture and certain other Indebtedness permitted under the Indenture and all other Obligations related to such Indebtedness and owing under the documents relating to such Indebtedness (collectively, “ Notes Obligations ”) will be secured by first priority Liens on the Collateral, which Liens are intended to be pari passu with the first priority Liens thereon that will secure Credit Agreement Obligations under any Credit Agreement pursuant to the Intercreditor Agreement, subject to the provisions of this section. Such Credit Agreement Obligations will be entitled to the benefit of the Intercreditor Agreement to the extent that the aggregate principal amount thereof does not exceed the maximum principal amount of Indebtedness that the Issuer and the Guarantors are entitled to incur under any Credit Agreement pursuant to the Indenture (the “ Maximum Credit Agreement Amount ”).

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Relative Priorities

We expect that the Intercreditor Agreement will provide that notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Lien securing the notes or the Note Guarantees (a “ Notes Lien ”) or any Lien or Collateral securing the Credit Agreement Lien Obligations (a “ Credit Agreement Lien ”), and notwithstanding any provision of the Uniform Commercial Code or any other applicable law or the provisions of any Indenture Document or any agreement, instrument or other document evidencing or governing any Notes Obligations (collectively, the “ Notes Debt Documents ”) or any other circumstance whatsoever, each Agent ( i.e. , the Credit Agreement Collateral Agent and the Noteholder Collateral Agent), for itself and on behalf of the Secured Parties ( i.e. , the holders of the Credit Agreement Lien Obligations and the Credit Agreement Collateral Agent (collectively, the “ Credit Agreement Secured Parties ”)) and the holders of notes and Note Guarantees, the trustee and the Noteholder Collateral Agent (collectively, the “ Notes Secured Parties ”)) on whose behalf it acts in such capacity therefor, will agree that, so long as the Credit Agreement Obligations have not been discharged, any Credit Agreement Liens then or thereafter held by or for the benefit of any Credit Agreement Secured Party will be equal in all respects with any and all Notes Liens and such Liens will be and remain equal in all respects for all purposes, whether or not any such Liens are subordinated in any respect to any other Liens securing any other obligation or any other Person and whether or not any such Liens are voided, avoided, invalidated, lapsed or unperfected, subject to the provisions of this section.

Prohibition on Contesting Liens; Additional Collateral

We expect that the Intercreditor Agreement will provide that (a) each Agent, for itself and on behalf of the other Secured Parties on whose behalf it acts in such capacity therefor, will agree that it will not, and will waive any right to contest or support any other Person in contesting, in any proceeding (including any insolvency or liquidation proceeding), the priority, validity, perfection or enforceability of any Credit Agreement Lien or any Notes Lien, as the case may be; provided that nothing in the Intercreditor Agreement will be construed to prevent or impair the rights of any Agent or any other Secured Party to enforce the Intercreditor Agreement to the extent provided thereby and (b) if the Issuer or any Guarantor grants any additional Liens upon any assets to secure (i) any Credit Agreement Obligations, it must substantially concurrently grant a Lien upon such assets as security for the notes or the Note Guarantee of the Issuer or such Guarantor, as the case may be, provided that, the Credit Agreement Collateral Agent or any Credit Agreement Secured Party shall not be required to permit the grant of any Lien upon any cash, certificate of deposit, deposit account, money market account, or other such liquid assets as security for the notes or the Note Guarantee, in each case to the extent that any such cash, certificates of deposit, deposit accounts, money market accounts, or other such liquid assets are on deposit or maintained with the Credit Agreement Collateral Agent or any Credit Agreement Secured Party to secure the Credit Agreement Obligations, and (ii) the notes or Note Guarantee of the Issuer or such Guarantor, as the case may be, it must substantially concurrently grant a Lien upon such assets as security for the Credit Agreement Lien Obligations.

Exercise of Rights and Remedies; Standstill

We expect that under the Intercreditor Agreement, the Noteholder Collateral Agent will initially be the controlling agent. As such, we expect that the Intercreditor Agreement will provide that the Noteholder Collateral Agent will, at all times prior to the payment in full in cash of the Notes Obligations, have the exclusive right to enforce rights and exercise remedies with respect to the Collateral, or to commence or seek to commence any action or proceeding with respect to such rights or remedies, in each case, without any consultation with or the consent of the Credit Agreement Collateral Agent or any other Credit Agreement Secured Party and no Credit Agreement Secured Party will have any such right; provided , however , that (a) the Credit Agreement Secured Parties will be entitled to take certain actions to preserve and protect their claims and interests with respect to the Credit Agreement Obligations, to create, prove, preserve and protect the validity, enforceability, perfection and priority of the Collateral and actions that unsecured creditors are entitled to take (which in any event cannot be in contravention to the limitations imposed on the Credit Agreement Secured Parties in the Intercreditor Agreement), in each case, to the extent set forth in the Intercreditor Agreement; (b) after a period of 180 days has elapsed since the date on which the Credit Agreement Collateral Agent has delivered to the Noteholder Collateral

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Agent written notice of the acceleration by the Credit Agreement Secured Parties of the Credit Agreement Obligations (the “ Standstill Period ”), the Credit Agreement Secured Parties may enforce or exercise any rights or remedies with respect to any Collateral subject to the following clause (c); and (c) that notwithstanding the expiration of the Standstill Period or anything to the contrary in any the Intercreditor Agreement, in no event may the Credit Agreement Collateral Agent or any other Credit Agreement Secured Party enforce or exercise any rights or remedies with respect to any Collateral or take any other enforcement action, if the Credit Agreement Collateral Agent has been delivered a written notice from the Noteholder Collateral Agent that the Noteholder Collateral Agent or any other Notes Secured Party shall have commenced and shall be diligently pursuing the enforcement or exercise of any rights or remedies with respect to all or a material portion of the Collateral.

Automatic Release of Notes Liens

We expect that the Intercreditor Agreement will provide that if, in connection with (i) any disposition of any Collateral permitted under the terms of the Credit Agreement Debt Documents and the Notes Debt Documents or (ii) the enforcement or exercise of any rights or remedies with respect to the Collateral, including any disposition of Collateral, the Noteholder Collateral Agent, for itself and on behalf of the other Notes Secured Parties, (x) releases any of the Notes Liens, or (y) releases any Guarantor from its obligations under its guarantee of the Notes Obligations (in each case, “ Release ”), other than any such Release granted following the discharge of Notes Obligations and termination of commitments under the Notes Debt Documents, then the Credit Agreement Liens on such Collateral will be automatically, unconditionally and simultaneously released, and the Credit Agreement Collateral Agent will, for itself and on behalf of the other Credit Agreement Secured Parties, promptly execute and deliver to the Noteholder Collateral Agent, the Issuer or such Guarantor, as the case may be, such termination statements, releases and other documents as the Noteholder Collateral Agent, the Issuer or such Guarantor, as the case may be, may reasonably request to effectively confirm such Release and as may be otherwise reasonably required under applicable law to consummate such Release and any related transactions.

Waterfall

We expect that the Intercreditor Agreement will provide that any Collateral or proceeds thereof received by any Secured Party in connection with any disposition of, or collection on, such Collateral upon the enforcement or exercise of any right or remedy will be turned over to the applicable Agent and applied as follows:

Payment Over

We expect that the Intercreditor Agreement will provide that so long as the discharge of Notes Obligations has not occurred, any Collateral or any proceeds thereof received by the Credit Agreement Collateral Agent or any other Credit Agreement Secured Party in connection with any disposition of, or collection on, such Collateral upon the enforcement or the exercise of any right or remedy with respect to the Collateral by the Credit Agreement Collateral Agent, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) with respect to the Collateral, as contemplated under certain provisions of the Indenture or by any other means (whether as a matter of law or otherwise), will be segregated and held in trust and forthwith transferred or paid over to the Noteholder Collateral Agent in the same form as received for application in accordance with the subheading “—Waterfall” above, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct.

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Post-petition Interest

Neither the Noteholder Collateral Agent nor any other Notes Secured Party may oppose or seek to challenge any claim by the Credit Agreement Collateral Agent or any other Credit Agreement Secured Party for allowance in any insolvency or liquidation proceeding of Credit Agreement Obligations consisting of post-petition interest, fees or expenses. Neither the Credit Agreement Collateral Agent nor any other Credit Agreement Secured Party shall oppose or seek to challenge any claim by the Noteholder Collateral Agent or any other Notes Secured Party for allowance in any insolvency or liquidation proceeding of Notes Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Notes Lien of the Noteholder Collateral Agent on behalf of the Notes Secured Parties on the Collateral (after taking into account the value of the Credit Agreement Liens of the Credit Agreement Collateral Agent on behalf of the Credit Agreement Secured Parties on the Collateral).

Release of Liens

The Issuer and the Guarantors will be entitled to releases of assets included in the Collateral from the Liens securing Obligations under the Indenture under any one or more of the following circumstances:

(1) upon the full and final payment and performance of all Obligations of the Issuer and the Guarantors under the notes, the Indenture, the Note Guarantees and the Collateral Agreements;

(2) with respect to any asset constituting Collateral (other than the Capital Stock of the Issuer), if such Collateral is sold or otherwise disposed of in accordance with the terms of the covenant entitled “Asset Sales” and the Collateral Agreements and the Issuer has delivered to the Noteholder Collateral Agent an officers’ certificate certifying to such effect; provided that (a) any cash received from a disposition of Collateral will be required to be deposited in a deposit account controlled by the Issuer and held as Collateral subject to the Liens pending its application or use in compliance with the Asset Sales covenant and, from such deposit account, Parent, the Issuer or any Restricted Subsidiary may withdraw funds to deploy the proceeds of an Asset Sale in compliance with the Asset Sales covenant; and (b) to the extent that any disposition in such Asset Sale was of Collateral, the non-cash consideration received is pledged as Collateral under the Collateral Agreements substantially simultaneously with such sale, in accordance with the requirements set forth in the Indenture and the Collateral Agreements;

(3) upon legal or covenant defeasance or satisfaction and discharge of the notes as provided below under the captions “—Legal Defeasance and Covenant Defeasance” and “—Satisfaction and Discharge”;

(4) with respect to an applicable Subsidiary, upon the occurrence of a Contract Unwind Trigger;

(5) with respect to any assignment of rights under the respective terminated Internal Charter only, upon the occurrence of an Internal Charter Unwind Trigger; or

(6) if any Guarantor is released from its Note Guarantee in accordance with the terms of the Indenture (including by virtue of such Guarantor ceasing to be a Restricted Subsidiary), that Guarantor’s assets will also be released from the Liens securing its Note Guarantee and the other Obligations.

In addition to the foregoing, the Issuer and the Guarantors will comply with the provisions of TIA Section 314. To the extent applicable, the Issuer and the Guarantors will comply with TIA Section 313(b), relating to reports, and TIA Section 314(d), relating to the release of property or securities or relating to the substitution therefor of any property or securities to be subjected to the Lien of the security documents. Any certificate or opinion required by TIA Section 314(d) may be made by an officer of the Issuer except in cases where TIA Section 314(d) requires that such certificate or opinion be made by an independent Person, which Person will be an independent engineer, appraiser or other expert selected or reasonably satisfactory to the Trustee. Notwithstanding anything to the contrary in this paragraph, neither Parent nor the Issuer will be required to comply with all or any portion of TIA Section 314(d) if it determines, in good faith based on advice of counsel, that under the terms of TIA Section 314(d) and/or any interpretation or guidance as to the meaning thereof of the SEC, including “no action” letters or exemptive orders, all or any portion of TIA Section 314(d) is inapplicable to one or a series of released Collateral.

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No Impairment of the Security Interests

Neither the Issuer nor any Guarantor will be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Noteholder Collateral Agent, the Trustee and the holders of the notes except as expressly set forth in the Indenture or the Collateral Agreements.

Neither the Issuer nor any Guarantor will take any action or otherwise attempt to enforce any claim or maritime lien against any Vessel that has priority over any claim or Lien of the Noteholder Collateral Agent, the Trustee and the holders of the notes in respect of any Collateral, including any such claims or Liens arising under Ship Mortgages.

The Indenture provides that any release of Collateral in accordance with the provisions of the Indenture and the Collateral Agreements will not be deemed to impair the security under the Indenture, and that any appraiser or other expert may rely on such provision in delivering a certificate requesting release so long as all other provisions of the Indenture with respect to such release have been complied with.

Further Assurances

Neither the Issuer nor any Guarantor will enter into any agreement that requires the proceeds received from any sale of Collateral to be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness of any Person, other than as permitted or required by the Indenture and the Collateral Agreements.

To the extent that any instrument, Mortgage or other document is required to be delivered to give effect to and perfect the Liens, the Issuer and the Guarantors will be required to use their commercially reasonable efforts to deliver such instruments, Mortgages and/or other documents as soon as possible but in no event later than 10 business days following the Issue Date or, if an asset is acquired or delivered after the Issue Date, not later than 10 business days after such acquisition or delivery date.

Upon the occurrence of a Contract Winning Trigger, Parent or the Issuer shall cause the applicable Subsidiary to pledge its assets and property pursuant to the Collateral Agreements to become part of the Collateral subject to the Liens and shall perfect such Liens as soon as practicable but not later than 10 business days after the date of such Contract Winning Trigger; and such Liens shall be released upon the occurrence of a Contract Unwind Trigger, provided that no assets or property have been transferred or sold, directly or indirectly, by the Issuer or a Guarantor to such applicable Subsidiary that is subject to the “Asset Sales” covenant.

Parent and the Issuer shall, and they shall cause any Guarantor to, at its sole cost and expense:

(i) execute and deliver all such agreements and instruments and take all further action as the Noteholder Collateral Agent or the Trustee shall reasonably request to more fully or accurately describe the property intended to be Collateral or the obligations intended to be secured by the Collateral Agreements; and

(ii) file any such notice filings or other agreements or instruments as may be reasonably necessary or desirable under applicable law to perfect the Liens created by the Collateral Agreements.

In addition, the Ship Mortgages will contain customary mortgagor representations and covenants, including, but not limited to, Bahamian or Panamanian provisional and permanent registration, as applicable, limiting maritime liens, chartering, use and maintenance, class record inspection, insurance, and vessel management.

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Authorization of Actions to Be Taken

Each holder of notes, by its acceptance thereof, will be deemed to have consented and agreed to the terms of each Collateral Agreement, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of the Indenture, to have authorized and directed the Noteholder Collateral Agent to enter into the Collateral Agreements to which it is a party, and to have authorized and empowered the Noteholder Collateral Agent to bind the holders of the notes as set forth in the Collateral Agreements to which it is a party and to perform its obligations and exercise its rights and powers thereunder, including entering into amendments permitted by the terms of the Indenture or the Collateral Agreements.

Certain Bankruptcy and Other Collateral Limitations

The ability of the Noteholder Collateral Agent, the Trustee and the holders of the notes to realize upon the Collateral may be subject to certain bankruptcy law limitations in the event of a bankruptcy. See “Risk Factors—Risks Related to the Notes—Rights of holders of notes in the collateral may be adversely affected by bankruptcy proceedings.” The ability of the Noteholder Collateral Agent, the Trustee and the holders of the notes to foreclose on the Collateral may be subject to lack of perfection, the requirement of third party consents, local law, including those of foreign jurisdictions, prior Liens and practical problems such as lack of jurisdiction over a Vessel due to its physical location, associated with the realization of the Noteholder Collateral Agent’s Lien on the Collateral. See “Risk Factors—Risks Related to the Notes—Because the issuer and parent are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited.”

The Liens on some of the Collateral securing Obligations under the Indenture were not perfected as of the Issue Date. For example, the Platinum Explorer was not delivered to the relevant Guarantor by the Issue Date and some of the instruments and other documents, such as account control agreements and Mortgages, required to perfect or enhance the priority of a perfected security interest in certain types of Collateral ( e.g ., jackup rigs, deposit accounts and securities accounts) were not delivered by the Issue Date. For so long as, and to the extent, these Liens remain unperfected, holders of the notes may not be able to realize the full value of the security interest in such Collateral if their position as secured creditors is challenged by another party.

Additionally, the Noteholder Collateral Agent may need to evaluate the impact of the potential liabilities before determining to foreclose on the Vessels, on any assignment of Equity Interests or on any Collateral consisting of any real property because a secured creditor that holds a Lien on any thereof may be held liable under environmental laws for the costs of remediating or preventing releases or threatened releases of hazardous substances from vessels or at such real property. Consequently, the Noteholder Collateral Agent may decline to foreclose on such Collateral or exercise remedies available if it does not receive indemnification to its satisfaction from the holders of the notes.

Subject to the restrictions on incurring Indebtedness and granting Liens in respect thereof in the Indenture, the Issuer, the Guarantors and the Restricted Subsidiaries will also have the right, among other things, to incur Indebtedness, including, without limitation, Capital Lease Obligations and mortgage and purchase money obligations and acquire assets with the proceeds of such Indebtedness, which assets could be subject to Liens that secures such Indebtedness. To the extent third parties’ hold Liens (whether or not such Liens are Permitted Liens), such third parties may have rights and remedies with respect to the property subject to such Liens that, if exercised, could adversely affect the value of the Collateral or the Noteholder Collateral Agent’s remedies. By its nature, some or all of the Collateral will be illiquid and may have no readily ascertainable market value and any sale of such Collateral separately from the assets of the Issuer and the Guarantors as a whole may not be feasible. Accordingly, there can be no assurance that the Collateral can be sold in a short period of time, if at all. See “Risk Factors—Risks Related to the Notes—There may not be sufficient collateral to pay all or any portion of the notes.” The enforceability of any of the arrangements set forth in any intercreditor agreement may be subject to the application of insolvency laws outside the United States. See “Risk Factors—Risks Related to the Notes—Foreclosing on the collateral located outside the United States may be difficult due to the laws of certain jurisdictions.”

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Withholding Taxes

All payments made on behalf of the Issuer or any Guarantor under or with respect to the notes or the Note Guarantees must be made free and clear of and without withholding or deduction for, or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of any Specified Tax Jurisdiction or by any authority or agency therein or thereof having power to tax (or the jurisdiction of incorporation or organization of any successor of the Issuer or any Guarantor) (hereinafter “ Taxes ”), unless the Issuer or the applicable Guarantor, as applicable, are required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the relevant government authority or agency. If the Issuer or any Guarantor (or any successor of any of them), as applicable, are so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the notes or the Note Guarantee, the Issuer or such Guarantor (or any successor of any of them), as applicable, will be required to pay such additional amounts (“ Additional Amounts ”) as may be necessary so that the net amount received by each holder (including Additional Amounts) after such withholding or deduction will not be less than the amount the holder would have received if such Taxes had not been withheld or deducted; provided , however , that no Additional Amounts will be payable with respect to payments made to a holder (an “ Excluded Holder ”) in respect of a beneficial owner (i) which is subject to such Taxes by reason of its being connected with any Specified Tax Jurisdiction otherwise than by the mere holding of notes or the receipt of payments thereunder (or under the related Note Guarantee), (ii) which presents any note for payment of principal more than 30 days after the later of (x) the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the holders by the Trustee, except to the extent that the holder would have been entitled to such Additional Amounts on presenting such note for payment on the last day of the applicable 30-day period, (iii) which failed duly and timely to comply with a reasonable, timely request of the Issuer to provide information, documents or other evidence concerning the holder’s nationality, residence, entitlement to treaty benefits, identity or connection with any Specified Tax Jurisdiction or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such holder but for this clause (iii), (iv) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a note, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such payment (as the case may be) would not have been entitled to receive Additional Amounts with respect to such payment if such beneficiary, settlor, partner or beneficial owner had been the holder of such note, (vi) on account of Taxes imposed on a payment to an individual and required to be made pursuant to the European Union Directive on the taxation of savings, which was adopted on June 3, 2003, or any law implementing or complying with, or introduced in order to conform to, that directive, (vii) to the extent the Additional Amount relates to any Taxes imposed on a note presented for payment by or on behalf of a holder who would have been able to avoid that withholding or deduction by presenting the relevant note to another paying agent in a member state of the European Union, or (viii) any combination of the foregoing numbered clauses of this proviso. The Issuer or any applicable Guarantor (or any successor of any of them), as applicable, will also make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law. The Issuer or any applicable Guarantor (or any successor of any of them), as applicable, will furnish to the Trustee, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, copies of tax receipts evidencing such payment by the Issuer or such Guarantor (or any successor of any of them), as applicable, (i) in such form as provided in the normal course by the taxing authority imposing such Taxes and as is reasonably available to the Issuer or such Guarantor (or any successor of any of them), as applicable, and (ii) certified by such taxing authority (or, if no such certification is available from such taxing authority, then by means of an officer’s certificate from the Issuer or such Guarantor (or any successor of any of them), as applicable). The Trustee shall thereafter make such evidence available to the holders upon request. The Issuer or any Guarantor (or any successor of any of them), as applicable, will upon written request of each holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Taxes so levied or imposed and paid by such holder as a result of payments

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made under or with respect to the notes, the Note Guarantee or a mortgaged Vessel, as applicable, and (ii) any Taxes imposed with respect to any such reimbursement under the immediately preceding clause (i), but excluding any Taxes on such holder’s net income, so that the net amount received by such holder after such reimbursement will not be less than the net amount the holder would have received if Taxes (other than such Taxes on such holder’s net income) on such reimbursement had not been imposed.

Whenever in the indenture there is mentioned, in any context, (a) the payment of principal, (b) purchase or redemption prices in connection with a purchase or redemption of notes, (c) interest or (d) any other amount payable on or with respect to any of the notes, or any payment pursuant to the Note Guarantee, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

The foregoing obligations shall survive any defeasance or discharge of the Indenture.

The Issuer or the Guarantor will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery, enforcement or registration of the notes, the Note Guarantee or a Mortgage or other Collateral Agreement or any other document or instrument in relation thereto, or the receipt of any payments with respect to the notes, the Note Guarantee or a Mortgage or other Collateral Agreement, excluding such taxes, charges or similar levies imposed by any jurisdiction outside of any Specified Tax Jurisdiction, the jurisdiction of incorporation of any successor of the Issuer or any jurisdiction in which a paying agent is located, and has agreed to indemnify the holders for any such taxes paid by such holders.

Redemption & Offer to Purchase

Optional Redemption

Optional Redemption Prior to February 1, 2013. At any time prior to February 1, 2013, the Issuer may, at its option, redeem up to 35% of the aggregate principal amount of notes, at one time or from time to time, issued under the Indenture at a redemption price equal to 111.500% of the principal amount, plus accrued and unpaid interest and Additional Interest, if any, to the applicable Redemption Date, with the net cash proceeds of one or more Equity Offerings; provided that:

(1) at least 65% of the aggregate principal amount of notes originally issued under the Indenture (excluding notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and

(2) the redemption occurs within 45 days of the date of the closing of such Equity Offering.

Optional Redemption On and After February 1, 2013. On or after February 1, 2013, the Issuer may redeem the notes, in whole or in part, at one time or from time to time, upon not less than 30 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, on the notes redeemed, to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of holders of notes on the relevant record date to receive interest on the relevant interest payment date:

Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the notes or portions thereof called for redemption on the applicable Redemption Date.

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Optional Redemption Prior to February 1, 2013. At any time prior to February 1, 2013, the Company may also, at its option, redeem the notes, in whole or in part, at one time or from time to time, upon not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to, the applicable Redemption Date, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date in respect of then old notes.

Optional Redemption for Changes in Withholding Taxes

At any time, the Issuer may redeem all, but not less than all, of the notes, on not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the applicable Redemption Date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), in the event that the Issuer or the Guarantors, as the case may be, has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the notes, any Additional Amounts as a result of a change in or an amendment to the laws (including any regulations or rulings promulgated thereunder) of any Specified Tax Jurisdiction (or any relevant jurisdiction, political subdivision or taxing authority thereof or therein), or any change in or amendment to any official position regarding the application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the date of the Indenture, and the Issuer or the Guarantors, as the case may be, cannot avoid such obligation by taking reasonable measures available to them; provided that, (1) the Board of Directors of Parent determines in good faith that the aggregate amount of such Additional Amounts would create additional annual costs in excess of 0.50% of the aggregate principal amount of notes then outstanding; and (2) (a) no such notice of redemption shall be given earlier than 60 days prior to the earliest date on which the Issuer or the Guarantors, as the case may be, would be obligated to pay such Additional Amounts if a payment in respect of the notes or the Note Guarantee were then due, and (b) at the time any such redemption notice is given, such obligation to pay Additional Amounts must remain in effect. Prior to any redemption of the notes, the Issuer will be required to deliver to the Trustee (i) an officer’s certificate stating that (x) the Issuer or the Guarantors, as the case may be, cannot avoid obligations to pay Additional Amounts by taking reasonable measures available to them and (y) the Issuer is otherwise entitled to effect such redemption and attaching the resolutions of the Board of Directors of Parent as to additional annual costs described above and (ii) an opinion of independent legal counsel of recognized standing stating that the Issuer would be obligated to pay Additional Amounts as a result of a change in tax laws or regulations and, in the case of (i) and (ii), stating that the conditions precedent to the right of redemption have occurred. No such notice of redemption may be given more than 60 days before or more than 270 days after the Issuer or any Guarantors, as the case may be, first becomes liable or aware of the liability to pay any Additional Amounts as a result of a change or amendment described above.

Special Mandatory Redemption

If there is a total loss of a Vessel, then, upon the occurrence or happening of any such event, the Issuer shall be required to redeem notes equal in principal amount to the insurance proceeds received in respect of such loss (rounded to the nearest $1,000) issued under the Indenture upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest on the notes redeemed to the applicable Redemption Date.

Change of Control

If a Change of Control occurs, each holder of notes will have the right to require the Issuer to repurchase all or any part (equal to a minimum amount of $2,000 and integral multiples of $1,000) of that holder’s notes pursuant to a change of control offer (a “ Change of Control Offer ”) on the terms set forth in the Indenture. In the Change of Control Offer, the Issuer will offer a payment (the “ Change of Control Payment ”) in cash equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest on the notes repurchased to the

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date of purchase, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date. Within ten business days following any Change of Control, the Issuer will mail a notice to the Trustee and each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “ Change of Control Payment Date ”), pursuant to the procedures required by the Indenture and described in such notice. The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the Indenture by virtue of such compliance.

On or before the Change of Control Payment Date, the Issuer will, to the extent lawful:

(1) accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;

(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and

(3) deliver or cause to be delivered to the Trustee the notes properly accepted together with an officers’ certificate stating the aggregate principal amount of notes or portions of notes being purchased by the Issuer.

The paying agent will promptly mail to each holder of notes properly tendered the Change of Control Payment for such notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any; provided that each such new note will be in a principal amount of $2,000 or in integral multiples of $1,000 in excess thereof. The Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

The provisions described above that require the Issuer to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the Indenture are applicable. Except as described above with respect to a Change of Control, the Indenture does not contain provisions that permit the holders of the notes to require that the Issuer repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction.

The Issuer will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Issuer and purchases all notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to the Indenture as described above under the caption “—Redemption & Offer to Purchase,” unless and until there is a default in payment of the applicable redemption price.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of (a) Parent, the Issuer and the Restricted Subsidiaries taken as a whole or (b) the Issuer and the Restricted Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require the Issuer to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of (a) Parent, the Issuer and the Restricted Subsidiaries taken as a whole or (b) the Issuer and the Restricted Subsidiaries taken as a whole, in either case, to another Person or group may be uncertain.

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The Change of Control provisions of the notes may in certain circumstances make more difficult or discourage a sale or takeover of the Issuer or Parent and, thus, the removal of incumbent management. Subject to the limitations discussed below, the Issuer and/or Parent could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture, but that could increase the amount of Indebtedness outstanding at such time or otherwise affect the Issuer’s or Parent’s capital structure or credit ratings. Restrictions on the Issuer’s and Parent’s ability to incur additional Indebtedness are contained in the “Incurrence of Indebtedness and Issuance of Preferred Stock” and “Restricted Payments” covenants. Such restrictions in the Indenture can be waived only with the consent of holders of a majority in principal amount of the notes then outstanding. Except for the limitations contained in such covenants, however, the Indenture does not contain any covenants or provisions that may afford holders of the notes protection in the event of a highly leveraged transaction.

Future agreements governing Indebtedness of Parent, the Issuer or their respective Subsidiaries may contain prohibitions of certain events, including events that would constitute a Change of Control or an Asset Sale and including repurchases or other prepayments in respect of the notes. The exercise by the holders of notes of their right to require the Issuer to repurchase the notes upon a Change of Control or Asset Sale, in connection with an Excess Cash Flow Offer or upon a Special Mandatory Redemption could cause a default under these other agreements, even if the Change of Control or Asset Sale, the requirement to make an Excess Cash Flow Offer or the event giving rise to the Special Mandatory Redemption itself does not, due to the financial effect of such repurchases or redemption on Parent, the Issuer or their respective Subsidiaries. In the event a Change of Control, Asset Sale, the requirement to make an Excess Cash Flow Offer or event giving rise to the Special Mandatory Redemption occurs at a time when the Issuer is prohibited from purchasing or redeeming notes, the Issuer could seek the consent of its other applicable debt holders or lenders to purchase the notes or could attempt to refinance the borrowings that contain such prohibition. If the Issuer does not obtain a consent or repay those borrowings, the Issuer will remain prohibited from purchasing notes. In that case, the Issuer’s failure to purchase tendered notes would constitute an Event of Default under the Indenture, which could, in turn, constitute a default under other Indebtedness of the Issuer. Finally, the Issuer’s ability to pay cash to the holders of notes upon a repurchase or redemption may be limited by the Issuer’s then existing financial resources. See “Risk Factors—Risks Related to the Notes—The Issuer may not be able to repurchase the notes with cash upon a change of control or in connection with an offer to repurchase the notes as a result of an asset sale or an excess cash flow offer as required by the indenture.”

Asset Sales

The Issuer will not, and neither Parent nor the Issuer will permit any of the Restricted Subsidiaries to, directly or indirectly, consummate the sale, lease (except under an Internal Charter or a Drilling Contract), conveyance or other disposition of any Vessel or any right to a Vessel or a construction contract respecting the construction of a Vessel. In addition, the Issuer will not, and neither Parent nor the Issuer will permit any of the Restricted Subsidiaries to, directly or indirectly, consummate any other Asset Sale unless:

(1) the Issuer or the Restricted Subsidiary, as the case may be, receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and

(2) at least 75% of the consideration received in the Asset Sale by the Issuer or such Restricted Subsidiary is in the form of cash; provided , however , to the extent that any disposition in such Asset Sale was of Collateral, the non-cash consideration received is pledged as Collateral under the Collateral Agreements contemporaneously with such sale, in accordance with the requirements set forth in the Indenture.

For purposes of this provision, each of the following will be deemed to be cash:

(a) any liabilities, as shown on the Issuer’s most recent consolidated balance sheet, of the Issuer or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the notes or any Note Guarantee) that are assumed by the transferee of any such assets so long as the Issuer or such Restricted Subsidiary are released from further liability;

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(b) any securities, notes or other obligations received by the Issuer or any such Restricted Subsidiary from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Issuer or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion; and

(c) any stock or assets of the kind referred to in clauses (2) or (4) of the next paragraph of this covenant. Any Asset Sale pursuant to an Involuntary Transfer shall not be required to satisfy the conditions set forth in clauses (1) and (2) of the first paragraph of this covenant.

Within 360 days after the receipt of any Net Proceeds from an Asset Sale (including, without limitation, an Involuntary Transfer), the Issuer or the applicable Restricted Subsidiary, as the case may be, may apply such Net Proceeds:

(1) to repay Indebtedness, including notes and permanent reductions of Obligations under any Credit Agreement, but excluding repayment of revolving Obligations under any Credit Agreement;

(2) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business of the Issuer, if, after giving effect to any such acquisition of Capital Stock, such Permitted Business is or becomes a Restricted Subsidiary;

(3) to make a capital expenditure for the Issuer or any of the Restricted Subsidiaries; or

(4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in the Issuer’s Permitted Business.

Pending the final application of any Net Proceeds, the Issuer may invest the Net Proceeds in cash and Cash Equivalents.

Any Net Proceeds from Asset Sales that are not applied or invested as provided in the third paragraph of this covenant will constitute “ Excess Proceeds .” When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Issuer will, within five business days thereof, make an offer (the “ Asset Sale Offer ”) to all holders of notes and all holders of other Indebtedness that is pari passu with the notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture and the Collateral Agreements; provided that pending any such application, the proceeds of the Asset Sale, whether assets, property or cash, are subject to a Lien under the Collateral Agreements. If the aggregate principal amount of notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the notes and the Issuer shall select such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

The Issuer will not, and neither Parent nor the Issuer will permit any Restricted Subsidiary to, enter into or suffer to exist any agreement that would place any restriction of any kind (other than pursuant to law or regulation) on the ability of the Issuer to make an Asset Sale Offer.

The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the Indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the Indenture by virtue of such compliance.

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Excess Cash Flow Offer

After the end of each semi-annual period ending June 30 and December 31 with respect to which the Issuer and the Restricted Subsidiaries have Excess Cash Flow (commencing with the semi-annual period ending June 30, 2011), the Issuer shall offer to repurchase all or any part of that holder’s notes, in minimum amounts of $2,000 and integral multiples of $1,000, at a purchase price in cash equal to 101% of the principal amount of the notes repurchased, plus any accrued and unpaid interest and Additional Interest, if any, to the date of purchase (subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to the date of repurchase), with (a) for any semi-annual period in which the ratio of total Indebtedness to Consolidated Cash Flow for the Issuer is greater than or equal to 2.5 to 1, the greater of (i) the amount that is equal to 75% of such Excess Cash Flow of the Issuer and (ii) $30.0 million, or (b) for any semi-annual period in which the ratio of total Indebtedness to Consolidated Cash Flow for the Issuer is less than 2.5 to 1, the amount that is 50% of such Excess Cash Flow of the Issuer (less the face amount of any open market purchases and any redemptions of notes pursuant to the Indenture made during such semi-annual period).

Within (a) 60 days after the end of any semi-annual period ending on June 30 and (b) 105 days after the end of any semi-annual period ending on December 31, in each case, for which an Excess Cash Flow Offer is required to be made in accordance with the preceding paragraph, the Issuer will send a notice to each holder of notes and the Trustee describing the offer to repurchase notes with Excess Cash Flow (the “ Excess Cash Flow Offer ”) and offering to purchase notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is sent. The Issuer will be required to purchase notes validly tendered in response to an Excess Cash Flow Offer in accordance with the procedures set forth in the Indenture and such notice. The Issuer will not be required to make an Excess Cash Flow Offer in any semi-annual period referred to in clause (b) of the preceding paragraph if the Excess Cash Flow for such relevant semi-annual period is less than $5.0 million. With respect to each Excess Cash Flow Offer, the Issuer will be entitled to reduce the applicable amount of the Excess Cash Flow Offer (the “ Excess Cash Flow Offer Amount ”) with respect theretofore by the aggregate repurchase price of any notes repurchased by the Issuer in the open market or redeemed by the Issuer pursuant to the Indenture (to the extent such amount has not previously reduced any Excess Cash Flow Offer Amount). If the aggregate principal amount of notes tendered pursuant to an Excess Cash Flow Offer exceeds the Excess Cash Flow Offer Amount, the Trustee will select the notes to be accepted for purchase on a pro rata basis. If the aggregate repurchase price of notes tendered pursuant to an Excess Cash Flow Offer is less than the applicable Excess Cash Flow Offer Amount, the Issuer may, subject to the other provisions of the Indenture, use any such Excess Cash Flow for any purpose not otherwise prohibited by the Indenture.

The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of notes pursuant to an Excess Cash Flow Offer. To the extent that the provisions of any securities laws or regulations conflict with these provisions of the Indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under these provisions of the Indenture by virtue of such compliance.

Selection and Notice

If less than all of the notes are to be redeemed at any time, the Trustee will select notes for redemption on a pro rata basis, by lot or by such other method as the Trustee considers fair and appropriate, unless otherwise required by law or applicable stock exchange or depositary requirements.

No notes of $2,000 or less can be redeemed in part. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional.

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If any note is to be redeemed in part only, the notice of redemption that relates to that note will state the portion of the principal amount of that note that is to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the holder of notes upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on notes or portions of notes called for redemption.

Certain Covenants

Restricted Payments

The Issuer will not, and neither Parent nor the Issuer will permit any of the Restricted Subsidiaries to, directly or indirectly:

(1) declare or pay any dividend or make any other payment or distribution on account of Equity Interests of the Issuer, any Restricted Subsidiary or any direct or indirect parent of the Issuer (including, without limitation, any payment in connection with any merger or consolidation involving the Issuer or any of the Restricted Subsidiaries) or to the direct or indirect holders of the Issuer’s, any of the Restricted Subsidiaries’ or any direct or indirect parent of the Issuer’s Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuer and other than dividends or distributions payable to the Issuer or any Restricted Subsidiary);

(2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuer) any Equity Interests of the Issuer or any direct or indirect parent of the Issuer;

(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of the Issuer that is contractually subordinated to the notes or to any Note Guarantee (excluding any intercompany Indebtedness between or among the Issuer and any of the Restricted Subsidiaries) or any Indebtedness of any Guarantor or any Restricted Subsidiary (excluding any intercompany Indebtedness between or among the Issuer and any of the Restricted Subsidiaries), except a payment of regularly scheduled interest or principal at the Stated Maturity thereof; or

(4) make any Restricted Investment

(all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as “ Restricted Payments ”), unless, at the time of and after giving effect to such Restricted Payment:

(1) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

(2) the Issuer would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made on the first day of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the applicable ratio of Indebtedness to Consolidated Cash Flow test set forth in clause (b) of the first paragraph of the “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant; and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and the Restricted Subsidiaries since the date of the Indenture (excluding Restricted Payments permitted by clauses (2), (3), (4), (6), (7) and (8) of the next succeeding paragraph), is less than the sum, without duplication, of:

(a) 50% of the Consolidated Net Income of the Issuer and the Restricted Subsidiaries on a combined or consolidated basis, as the case may be, for the period (taken as one accounting period) from the first day of the first fiscal quarter commencing after the date of the Indenture to the end of the Issuer’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

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(b) 100% of the aggregate net cash proceeds received by the Issuer since the date of the Indenture as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Issuer (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Issuer that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Issuer); plus

(c) to the extent that any Restricted Investment that was made after the date of the Indenture is sold for cash or otherwise liquidated or repaid for cash, the lesser of (i) the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any) and (ii) the initial amount of such Restricted Investment; plus

(d) to the extent that any Unrestricted Subsidiary designated as such after the date of the Indenture is redesignated as a Restricted Subsidiary after the date of the Indenture, the lesser of (i) the Fair Market Value of Parent’s or the Issuer’s Investment in such Subsidiary, as the case may be, as of the date of such redesignation or (ii) such Fair Market Value as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary after the date of the Indenture; plus

(e) 50% of any dividends received by the Issuer or any Restricted Subsidiary after the date of the Indenture from an Unrestricted Subsidiary, to the extent that such dividends were not otherwise included in the Consolidated Net Income of the Issuer for such period.

So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions will not prohibit:

(1) the payment of any dividend or distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or distribution or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend, distribution or redemption payment would have complied with the provisions of the Indenture;

(2) the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuer) of, Equity Interests of the Issuer (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital to the Issuer; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (3)(b) of the preceding paragraph;

(3) the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of the Issuer or any Restricted Subsidiary that is contractually subordinated to the notes or to any Note Guarantee with the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness;

(4) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary to the holders of its Equity Interests on a pro rata basis;

(5) the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of the Issuer or any Restricted Subsidiary issued after the date of the Indenture in accordance with the applicable ratio of Indebtedness to Consolidated Cash Flow test set forth in clause (b) of the first paragraph of the “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant;

(6) Permitted Parent Payments;

(7) Permitted Operating Expense and Tax Reimbursements; and

(8) any Restricted Payment made pursuant to or in connection with the Transactions.

The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Issuer or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any

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assets or securities that are required to be valued by this covenant will be determined by the Board of Directors of Parent whose resolution with respect thereto will be delivered to the Trustee. Such Board of Directors’ determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the Fair Market Value exceeds $10.0 million.

Incurrence of Indebtedness and Issuance of Preferred Stock

Neither Parent nor the Issuer will, and neither of them will permit any of the Restricted Subsidiaries or any Other Guarantor to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “ incur ”) any Indebtedness (including Acquired Debt), none of Parent, the Issuer, any of the Restricted Subsidiaries or any Other Guarantor will issue any Disqualified Stock and the Issuer will not, and neither Parent nor the Issuer will permit, any of the Restricted Subsidiaries or any Other Guarantor to issue any shares of preferred stock; provided, however , that:

(a) Parent may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, if the Consolidated Interest Coverage Ratio of Parent and its Subsidiaries on a consolidated basis, for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued, as the case may be, would have been at least 2.0 to 1; or

(b) the Issuer or any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock or other shares of preferred stock, if the ratio of total Indebtedness to Consolidated Cash Flow for the Issuer and the Restricted Subsidiaries on a consolidated basis, for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or other shares of preferred stock is issued, as the case may be, would have been less than 2.5 to 1,

in each case determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or other shares of preferred stock had been issued, as the case may be, on the first day of such four-quarter period.

The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “ Permitted Debt ”):

(1) the incurrence by the Issuer and the Guarantors of (a) additional Indebtedness and letters of credit under a Credit Agreement (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Issuer and the Guarantors thereunder) and (b) additional notes and related Note Guarantees issued under the Indenture in a maximum aggregate principal amount at any one time outstanding under this clause (1) not to exceed $25.0 million;

(2) the incurrence by the Issuer and any Guarantor of Indebtedness represented by the notes and the related Note Guarantees issued on the Issue Date and the exchange notes and related Note Guarantees to be issued pursuant to the Registration Rights Agreement;

(3) the incurrence by Parent of Existing Indebtedness;

(4) the incurrence by Parent of the F3 Capital Note on the Issue Date in the principal amount not to exceed $60.0 million and the payment, or accretion, of interest on the F3 Capital Note pursuant to the terms of such F3 Capital Note;

(5) the incurrence by the Issuer and the Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used in the business of the Issuer and the Restricted Subsidiaries, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (5),

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not to exceed $5.0 million at any time outstanding; provided that the Issuer or any Restricted Subsidiary may incur an additional $5.0 million of Capital Lease Obligations at any one time outstanding to the extent that any operating leases are redesignated as Capital Lease Obligations for accounting purposes;

(6) Indebtedness of (a) Parent or (b) the Issuer and the Restricted Subsidiaries incurred and outstanding on or prior to the date on which a new Subsidiary was acquired by Parent, the Issuer or such Restricted Subsidiary (other than Indebtedness incurred in contemplation of, or in connection with, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary of or was otherwise acquired by Parent, the Issuer or such Restricted Subsidiary); provided , however , that (a) on the date that such Subsidiary is acquired by, or is merged into the Issuer or such Restricted Subsidiary, Parent or the Issuer, as applicable, would have been able to incur at least $1.00 of additional Indebtedness pursuant to the applicable ratio set forth in clause (a) or (b), as the case may be, of the first paragraph of this covenant after giving effect to the incurrence of such Indebtedness pursuant to this clause (6); and (b) the new Subsidiary becomes a Restricted Subsidiary and a Guarantor;

(7) the incurrence by Parent, the Issuer or any Restricted Subsidiary of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by the Indenture to be incurred under the first paragraph of this covenant or clause (2), (3), (4) or this clause (7);

(8) the incurrence by the Issuer or any Restricted Subsidiary of intercompany Indebtedness between or among the Issuer and the Restricted Subsidiaries; provided , however , that:

(a) if the Issuer or any Restricted Subsidiary is the obligor on such Indebtedness and the payee is not the Issuer or a Restricted Subsidiary, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the notes and the Note Guarantees; and

(b) any (i) subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Issuer or a Restricted Subsidiary, or (ii) sale or other transfer of any such Indebtedness to a Person that is not the Issuer or a Restricted Subsidiary,

will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Issuer or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (8);

(9) the incurrence by the Issuer or any Restricted Subsidiary of Hedging Obligations in the ordinary course of business;

(10) the guarantee by the Issuer or any Restricted Subsidiary of Indebtedness of the Issuer or a Restricted Subsidiary that was permitted to be incurred by another provision of this covenant; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the notes, then the guarantee shall be subordinated or pari passu , as applicable, to the same extent as the Indebtedness guaranteed;

(11) the incurrence by the Issuer or any Restricted Subsidiary of Indebtedness in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, and performance and surety bonds in the ordinary course of business;

(12) the incurrence by the Issuer or any Restricted Subsidiary of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five business days;

(13) the incurrence by the Issuer or any Restricted Subsidiary of Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Issuer or any Restricted Subsidiary pursuant to such agreements, in any case incurred in connection with the disposition of any business, assets or Restricted Subsidiary (other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition), so long as the amount does not exceed the gross proceeds actually received by the Issuer or any Restricted Subsidiary in connection with such disposition; and

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(14) the incurrence by Parent, the Issuer or any Restricted Subsidiary of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (14), not to exceed $10.0 million.

None of Parent, the Issuer, any of the Restricted Subsidiaries or any Other Guarantor will incur any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of Parent, the Issuer or such Restricted Subsidiary or Other Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the notes and the applicable Note Guarantee on substantially identical terms; provided , however , that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness solely by virtue of being unsecured or by virtue of being secured on a junior Lien basis.

For purposes of determining compliance with this “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (14) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, Parent, the Issuer or the applicable Restricted Subsidiary will be permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this covenant. The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this covenant; provided , in each such case, that the amount of any such accrual, accretion or payment is included in Consolidated Interest Expense of the Issuer as accrued. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that Parent, the Issuer or the applicable Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

The amount of any Indebtedness outstanding as of any date will be:

(1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

(2) the principal amount of the Indebtedness, in the case of any other Indebtedness; and

(3) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

(a) the Fair Market Value of such assets at the date of determination; and

(b) the amount of the Indebtedness of the other Person.

Liens

Neither Parent nor the Issuer will, and neither of them will permit any of the Restricted Subsidiaries or any Other Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind on any asset now owned or hereafter acquired, except Permitted Liens.

Dividend and Other Payment Restrictions Affecting Subsidiaries

Neither Parent nor the Issuer will, and neither of them will permit any of the Restricted Subsidiaries or any Other Guarantor to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of the Restricted Subsidiaries or Other Guarantor to:

(1) pay dividends or make any other distributions on its Capital Stock to the Issuer or any of the Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Issuer or any of the Restricted Subsidiaries;

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(2) make loans or advances to the Issuer or any of the Restricted Subsidiaries; or

(3) sell, lease or transfer any of its properties or assets to the Issuer or any of the Restricted Subsidiaries.

However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(1) any Credit Agreement, provided that the encumbrances and restrictions contained therein, including any related collateral documents, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Indenture;

(2) agreements governing Existing Indebtedness as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of the Indenture;

(3) the Indenture, the notes and Note Guarantees;

(4) applicable law, rule, regulation or order;

(5) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer or any of the Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the Indenture to be incurred;

(6) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business;

(7) purchase money obligations for property acquired in the ordinary course of business, mortgage financings and Capital Lease Obligations that impose restrictions on the property purchased or mortgaged or leased of the nature described in clause (3) of the preceding paragraph;

(8) any agreement for the sale or other disposition of any Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;

(9) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(10) Liens permitted to be incurred under the provisions of the covenant described above under the caption “—Liens” that limit the right of the debtor to dispose of the assets subject to such Liens;

(11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;

(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and

(13) restrictions contained in, or in request of, Hedging Obligations permitted to be incurred by the Indenture.

Merger, Consolidation; Sale of Assets

Neither Parent nor the Issuer will, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not Parent or the Issuer, as applicable, is the surviving Person); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of, with respect to Parent, the Issuer, the

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Restricted Subsidiaries and the Other Guarantors taken as a whole, or, with respect to the Issuer and the Restricted Subsidiaries taken as a whole, in each case, in one or more related transactions, to another Person, unless:

(1) either: (a) Parent or the Issuer, as applicable, is the surviving Person; or (b) the Person formed by or surviving any such consolidation or merger (if other than Parent or the Issuer, as the case may be) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a Person organized or existing under the laws of the Cayman Islands, the United States, any state of the United States or the District of Columbia or, in the case of Parent, any other similar jurisdiction so long as neither the laws of any such jurisdiction nor any such transaction would adversely affect the holders of the notes;

(2) the Person formed by or surviving any such consolidation or merger (if other than Parent or the Issuer, as applicable) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of Parent or the Issuer, as applicable, under the notes, Note Guarantees and the other Obligations under the Indenture, the Registration Rights Agreement and the Collateral Agreements, or applicable, pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case reasonably satisfactory to the Trustee and the Noteholder Collateral Agent, as applicable (it being agreed that if the Issuer merges with or into Parent, Parent must assume all such obligations of the Issuer), provided that , if such Person is a limited liability company or a limited partnership, then Parent, the Issuer or such Person shall have the notes assumed or issued, on a joint and several basis, with a corporation in which it owns 100% of the Equity Interests;

(3) immediately after such transaction, no Default or Event of Default exists; and

(4) except with respect to a transaction solely between or among Parent, the Issuer, any of the Restricted Subsidiaries or any Other Guarantor, Parent, the Issuer or the Person formed by or surviving any such consolidation or merger (if other than Parent or the Issuer), or to which such sale, assignment, transfer, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred on the first day of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the applicable ratio of Indebtedness to Consolidated Cash Flow test set forth in the first paragraph of the “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant.

In addition, the Issuer will not, directly or indirectly, lease all or substantially all of the properties and assets of it and the Restricted Subsidiaries taken as a whole, in one or more related transactions to any other Person.

This “Merger, Consolidation; Sale of Assets” covenant will not apply to any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Issuer and any Restricted Subsidiary. Clauses (3) and (4) of the first paragraph of this covenant will not apply to a merger of the Issuer with an Affiliate solely for the purpose of reincorporating the Issuer in another jurisdiction.

Transactions with Affiliates

The Issuer will not, and will not permit any of the Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer and any Restricted Subsidiary (each, an “ Issuer Affiliate Transaction ”). In addition, Parent will not, and will not permit any of its Subsidiaries (other than the Issuer and the Restricted Subsidiaries, which shall be subject to the preceding sentence) to, make any payment to, sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of Parent or any of its Subsidiaries (other than the Issuer and the Restricted Subsidiaries, which shall be subject to the preceding sentence) (each, a “ Parent Affiliate Transaction ”) unless:

(1) the Parent Affiliate Transaction is on terms that are no less favorable to Parent or the relevant Subsidiary than those that would have been obtained in a comparable transaction by Parent or such

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Subsidiary with an unrelated Person or, if there is no such comparable transaction, on terms that are fair and reasonable to Parent or such Subsidiary and reflect an arms’ length negotiation; and

(2) Parent delivers to the Trustee:

(a) with respect to any Parent Affiliate Transaction or series of related Parent Affiliate Transactions involving aggregate consideration in excess of $10.0 million, a resolution of the Board of Directors of Parent set forth in an officers’ certificate certifying that such Parent Affiliate Transaction complies with this covenant and that such Parent Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of Parent; and

(b) with respect to any Parent Affiliate Transaction or series of related Parent Affiliate Transactions involving aggregate consideration in excess of $15.0 million, an opinion as to the fairness to Parent or such Subsidiary of such Parent Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

The following items will not be deemed to be Issuer Affiliate Transactions or Parent Affiliate Transactions, as applicable, and, therefore, will not be subject to the provisions of the prior paragraph:

(1) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by Parent or any of its Subsidiaries in the ordinary course of business and payments pursuant thereto;

(2) payment of reasonable directors’ fees to Persons who are not otherwise Affiliates of Parent;

(3) transactions between or among the Issuer and/or any of the Restricted Subsidiaries or any Other Guarantor;

(4) transactions between or among Parent and/or any of its Subsidiaries (excluding transactions involving the Issuer, any of the Restricted Subsidiaries or any Other Guarantor);

(5) loans or advances to employees of Parent in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding;

(6) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Issuer solely because the Issuer owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;

(7) Restricted Payments that do not violate the provisions described above under the caption “—Restricted Payments”;

(8) any agreement as in effect on the Issue Date or any amendments, renewals or extensions of any such agreement (so long as such amendments, renewals or extensions are not less favorable to the holders of the notes);

(9) transactions between or among any Excluded Parent Subsidiary, on the one hand and Parent and any of its other Subsidiaries (excluding transactions involving the Issuer, any of the Restricted Subsidiaries or any Other Guarantor), on the other hand, provided that such transaction is entered into in the ordinary course of business and on an arm’s length basis and that any such transaction has been approved by a majority of the disinterested members of the Board of Directors of Parent pursuant to a resolution of the Board of Directors of Parent set forth in an officers’ certificate; and

(10) the Transactions and all fees and expenses paid or payable in connection therewith.

Business Activities

Neither Parent nor the Issuer will, and neither of them will permit any of the Restricted Subsidiaries or any Other Guarantor to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the Issuer and the Restricted Subsidiaries taken as a whole.

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Additional Note Guarantees

If (a) the Issuer or any of the Restricted Subsidiaries acquire or create another Subsidiary, (b) Parent acquires or creates another Subsidiary to directly or indirectly own the Equity Interests of the Issuer, any of the Restricted Subsidiaries or any Other Guarantor, (c) any Subsidiary of the Issuer that is not already a Guarantor guarantees any Credit Agreement or owns any Vessel, (d) any Subsidiary of Parent or the Issuer that is not already a Guarantor is the subject of a Contract Winning Trigger or (e) any Subsidiary of Parent or the Issuer that is not already a Guarantor becomes an Internal Charterer after the Issue Date, then Parent or the Issuer, as applicable, will (1) cause that Subsidiary to (a) execute a supplemental indenture pursuant to which it will become a Guarantor, (b) execute amendments to the Collateral Agreements and cause the same to be perfected pursuant to which it becomes subject to the obligations of a Guarantor thereunder and pledge its assets, including the Equity Interests it owns in any of its Subsidiaries, pursuant to the Collateral Agreements and (c) execute an amendment to the Registration Rights Agreement to join that agreement in the same way and capacity as the other Guarantors and (2) deliver an opinion of counsel satisfactory to the Trustee, in each case within 20 business days of the date on which the Subsidiary was acquired or created or otherwise becomes subject to this covenant; provided that any applicable Subsidiary may be released from its Note Guarantee and related pledge following the occurrence of a Contract Unwind Trigger provided the conditions to that release are satisfied. In addition, to the extent any such Subsidiary (x) is not already a direct or indirect Subsidiary of the Issuer and (y) does not constitute an Other Guarantor, Parent shall cause the Equity Interests of such Subsidiary to be transferred to the Issuer or a Restricted Subsidiary within 20 business days of such Subsidiary executing a Note Guarantee.

Designation of Restricted and Unrestricted Subsidiaries

(1) The Board of Directors of Parent may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if:

(a) the Issuer could make the Restricted Payment which is deemed to occur upon such designation by the “Restricted Payments” covenant equal to the appropriate Fair Market Value of all outstanding Investments owned by Parent, the Issuer and the Restricted Subsidiaries in such Subsidiary at the time of such designation;

(b) such Restricted Subsidiary meets the definition of an “Unrestricted Subsidiary”;

(c) the designation would not constitute or cause (with or without the passage of time) a Default or Event of Default or no Default or Event of Default would be in existence following such designation; and

(d) the Issuer delivers to the Trustee a certified copy of a resolution of the Board of Directors of Parent giving effect to such designation and an officers’ certificate certifying that such designation complied with the preceding conditions and was permitted by “Restricted Payments” covenant.

If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Parent, the Issuer and the Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under “Restricted Payments” covenant or under one or more clauses of the definition of Permitted Investments, as determined by the Issuer.

If, at any time, any Unrestricted Subsidiary designated as such would fail to meet the preceding requirements as an Unrestricted Subsidiary or any other Unrestricted Subsidiary would fail to meet the definition of an “Unrestricted Subsidiary,” then such Subsidiary will thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant, the Issuer or the applicable Restricted Subsidiary will be in default of such covenant.

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In connection with the occurrence of a Contract Unwind Trigger, Parent or the Issuer may cause an applicable Restricted Subsidiary to be designated an Unrestricted Subsidiary if it meets the conditions set forth in clause (1) of this covenant.

(2) The Board of Directors of Parent may at any time designate any Unrestricted Subsidiary or Subsidiary of Parent to be a Restricted Subsidiary if:

(a) the Issuer and the Restricted Subsidiaries could incur the Indebtedness which is deemed to be incurred upon such designation under the “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant, equal to the total Indebtedness of such Subsidiary calculated on a pro forma basis as if such designation had occurred on the first day of the four-quarter reference period;

(b) the designation would not constitute or cause a Default or Event of Default; and

(c) the Issuer delivers to the Trustee a certified copy of a resolution of the Board of Directors of Parent giving effect to such designation and an officers’ certificate certifying that such designation complied with the preceding conditions, including the incurrence of Indebtedness under the covenant “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant.

Parent or the Issuer shall be required to designate each applicable Subsidiary to become a Restricted Subsidiary and a Guarantor and pledge its assets and property as Collateral pursuant to the Additional Note Guarantees covenant, upon the occurrence of a Contract Winning Trigger and shall be required to comply with the conditions set forth in this clause (2) in connection therewith. For the avoidance of doubt, no direct or indirect Subsidiary of Parent may become a Restricted Subsidiary for purposes of the Indenture if such Subsidiary is a Subsidiary of Parent but not the Issuer.

Payments for Consent

Neither Parent nor the Issuer will, and neither of them will permit any of the Restricted Subsidiaries, any Other Guarantor or any of their respective Affiliates to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any holder of notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the notes unless such consideration is offered to be paid and is paid to all holders of the notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Reports

Whether or not required by the rules and regulations of the SEC, so long as any notes are outstanding, Parent or the Issuer will furnish to the holders of notes or cause the Trustee to furnish to the holders of notes, within the time periods specified in the SEC’s rules and regulations:

(1) all quarterly reports on Form 10-Q and annual reports on Form 10-K that would be required to be filed with the SEC on such forms if Parent or the Issuer were required to file such reports under the Exchange Act;

(2) all current reports on Form 8-K that would be required to be filed with the SEC on such form if Parent or the Issuer were required to file such reports under the Exchange Act; and

(3) in a footnote to Parent’s financial statements included in quarterly or annual reports to be filed or furnished pursuant to clauses (1) and (2) of this paragraph, the financial information required to comply with Rule 3-10 of Regulation S-X under the Securities Act.

All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Issuer’s consolidated financial statements by Parent’s certified independent accountants. In addition, Parent will post the reports on its website within the time periods specified in the rules and regulations applicable to such reports and Parent will

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file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within those time periods (unless the SEC will not accept such a filing). Parent will be deemed to have filed such reports with the Trustee if Parent has filed such reports with the SEC via the EDGAR filing system.

If at any time the Issuer is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, Parent or the Issuer will nevertheless continue filing the reports specified in the preceding paragraphs of this covenant with the SEC within the time periods specified by the SEC for registrants that are non-accelerated filers unless the SEC will not accept such a filing. Neither Parent nor the Issuer will take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept Parent’s or the Issuer’s filings for any reason, Parent or the Issuer will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply to non-accelerated filers if Parent or the Issuer were required to file those reports with the SEC.

Parent agrees that, for so long as any notes remain outstanding, it will use commercially reasonable efforts to hold and participate in quarterly conference calls with holders of the notes and securities analysts relating to the financial condition and results of operations of Parent, the Issuer and the Restricted Subsidiaries.

The quarterly and annual reports and financial information required by the preceding paragraphs will include a Management’s Discussion and Analysis of Financial Condition and Results of Operations (the “MD&A”) of Parent, which shall include a discussion and analysis of the Issuer and the Restricted Subsidiaries. If the Board of Directors of Parent has designated any of the Restricted Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraphs will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and also in the MD&A of the financial condition and results of operations of the Issuer and the Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.

In addition, the Issuer and the Guarantors agree that, for so long as any notes remain outstanding, if at any time they are not required to file with the SEC the reports required by the preceding paragraphs, they will furnish to the holders of notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Events of Default and Remedies

Each of the following is an “ Event of Default ”:

(1) default for 30 days in the payment when due of interest with respect to the notes;

(2) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the notes;

(3) failure by Parent, the Issuer, any of the Restricted Subsidiaries or any Other Guarantor to timely offer to purchase, purchase and pay for notes as required by the provisions described under “—Redemption & Offer to Purchase—Special Mandatory Redemption,” “—Redemption & Offer to Purchase—Change of Control,” “—Redemption & Offer to Purchase—Asset Sales,” or “—Redemption & Offer to Purchase—Excess Cash Flow Offer,” or to comply with the provisions described under “—Certain Covenants—Restricted Payments,” “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” or “—Certain Covenants—Merger, Consolidation; Sale of Assets”;

(4) failure by Parent to comply with the obligations set forth in clause (B)(VI) of the second paragraph of the definition of Parent Consolidated Cash Flow within 90 days from the date of occurrence of the event giving rise to the obligations thereunder;

(5) failure by Parent, the Issuer, any of the Restricted Subsidiaries or any Other Guarantor for 60 days after notice to the Issuer by the Trustee or the holders of at least 25% in aggregate principal amount of the

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notes then outstanding voting as a single class to comply with any of the other agreements in the Indenture (120 days with respect to the “Reports” covenant subject to the following paragraph);

(6) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by Parent, the Issuer, any of the Restricted Subsidiaries or any Other Guarantor (or the payment of which is guaranteed by Parent, the Issuer, any of the Restricted Subsidiaries or any Other Guarantor), whether such Indebtedness now exists, or is created after the date of the Indenture, if that default:

(a) is caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “ Payment Default ”); or

(b) results in the acceleration of such Indebtedness prior to its express maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million or more;

(7) failure by Parent, the Issuer, any of the Restricted Subsidiaries or any Other Guarantor to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $15.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after the due date thereof;

(8) breach by the Issuer or any Guarantor of any material representation or warranty or agreement in the Collateral Agreements, the repudiation by the Issuer or any Guarantor of any of its obligations under the Collateral Agreements or the unenforceability of the Collateral Agreements against the Issuer or any Guarantor for any reason;

(9) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee; and

(10) certain events of bankruptcy or insolvency described in the Indenture with respect to Parent, the Issuer or any Restricted Subsidiary that is a Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary.

Notwithstanding the above, if the Issuer elects, by giving written notice to the Trustee, the sole remedy for an Event of Default relating to the failure to comply with the “Reports” covenant, and/or for failure to comply with the requirements of Section 314(a)(1) of the TIA will, for the 60 days after the occurrence of such an Event of Default, consist exclusively of the right to receive additional interest on the notes at an annual rate equal to 0.25% of the principal amount of the notes then outstanding over such portion of the 60-day period immediately following such Event of Default during which such Event of Default is continuing (such additional interest, “ Default Interest “). In the event the Issuer does not elect to pay the Default Interest, upon an Event of Default to this covenant, the notes will be subject to acceleration as provided above. Any Default Interest that accrues on all old notes from and including the date on which an Event of Default relating to a failure to comply with the “Reports” covenant and/or for any failure to comply with the requirements of Section 314(a)(1) of the TIA first occurs to, but not including, the 60th day thereafter (or such earlier date on which the Event of Default relating to such failure shall have been cured or waived) and will be payable in the same manner as any Additional Interest. On such 60th day (or earlier, if the Event of Default relating to such failure is cured or waived prior to such 60th day) such additional interest will cease to accrue and the notes will be subject to acceleration, as provided above, if the Event of Default is continuing. This provision will not affect the rights of holders of notes in the event of the occurrence of any other Event of Default. For all purposes of the Indenture, references to interest means interest under the notes and any Default Interest payable pursuant to this paragraph.

In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to Parent, the Issuer or any Restricted Subsidiary, all old notes will become due and payable immediately without further

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action or notice. If any other Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in aggregate principal amount of the then old notes may declare all the notes to be due and payable immediately.

Subject to certain limitations, holders of a majority in aggregate principal amount of the then old notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from holders of the notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or premium.

Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any holders of notes unless such holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest, when due, no holder of a note may pursue any remedy with respect to the Indenture or the notes unless:

(1) such holder has previously given the Trustee notice that an Event of Default is continuing;

(2) holders of at least 25% in aggregate principal amount of the then old notes have requested the Trustee to pursue the remedy;

(3) such holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and

(5) holders of a majority in aggregate principal amount of the then old notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

The holders of a majority in aggregate principal amount of the then old notes by notice to the Trustee may, on behalf of the holders of all of the notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the notes.

The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture. Upon becoming aware of any Default or Event of Default, the Issuer is required to deliver to the Trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

No present, past or future director, officer, employee, incorporator or stockholder of Parent, the Issuer, any Restricted Subsidiary or any Other Guarantor, as such, will have any liability for any obligations of Parent, the Issuer, any Restricted Subsidiary or any Other Guarantor under the notes, the Indenture or the Note Guarantees, the Collateral Agreements or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

The Issuer may at any time, at the option of the Board of Directors of Parent evidenced by a resolution set forth in an officers’ certificate, elect to have all of its obligations discharged with respect to the old notes and all obligations of the Guarantors discharged with respect to their Note Guarantees (“ Legal Defeasance ”) except for:

(1) the rights of holders of old notes to receive payments in respect of the principal of, or interest or premium on, such notes when such payments are due from the trust referred to below;

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(2) the Issuer’s obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s and the Guarantors’ obligations in connection therewith; and

(4) the Legal Defeasance and Covenant Defeasance provisions of the Indenture.

In addition, the Issuer may, at its option and at any time, elect to have the obligations of the Issuer and the Guarantors released with respect to certain covenants (including its obligation to make Change of Control Offers, Asset Sale Offers and Excess Cash Flow Offers) that are described in the Indenture (“ Covenant Defeasance ”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under “—Events of Default and Remedies” will no longer constitute an Event of Default with respect to the notes.

In order to exercise either Legal Defeasance or Covenant Defeasance:

(1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the holders of the notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium on, the old notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Issuer must specify whether the notes are being defeased to such stated date for payment or to a particular redemption date;

(2) in the case of Legal Defeasance, the Issuer must deliver to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that (a) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the holders of the old notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Issuer must deliver to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that the holders of the old notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound;

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound;

(6) the Issuer must deliver to the Trustee an officers’ certificate stating that the deposit was not made by the Issuer with the intent of preferring the holders of notes over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or others; and

(7) the Issuer must deliver to the Trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

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Satisfaction and Discharge

The Indenture will be discharged and will cease to be of further effect as to all notes issued thereunder, when:

(1) either:

(a) all notes that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has been deposited in trust and thereafter repaid to the Issuer, have been delivered to the Trustee for cancellation; or

(b) all notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the notes not delivered to the Trustee for cancellation for principal, premium and accrued interest to the date of maturity or redemption;

(2) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound;

(3) the Issuer or any Guarantor has paid or caused to be paid all sums payable by it under the Indenture; and

(4) the Issuer has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the notes at maturity or on the redemption date, as the case may be.

In addition, the Issuer must deliver an officers’ certificate and an opinion of counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Amendment, Supplement and Waiver

Except as provided in the next two succeeding paragraphs, the Indenture, the notes, the Note Guarantees and the Collateral Agreements may be amended or supplemented with the consent of the holders of at least a majority in aggregate principal amount of the notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes), and any existing Default or Event of Default or compliance with any provision of the Indenture, the notes or the Note Guarantees may be waived with the consent of the holders of a majority in aggregate principal amount of the then old notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes).

Without the consent of each holder of notes affected, an amendment, supplement or waiver may not (with respect to any notes held by a non-consenting holder):

(1) reduce the principal amount of notes whose holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any note or alter the provisions with respect to the purchase or redemption of the notes (other than provisions relating to the covenants described above under “—Redemption & Offer to Purchase”);

(3) reduce the rate of or change the time for payment of interest on any note;

(4) waive a Default or Event of Default in the payment of principal of, or interest or premium on, the notes (except a rescission of acceleration of the notes by the holders of at least a majority in aggregate principal amount of the then old notes and a waiver of the payment default that resulted from such acceleration);

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(5) make any note payable in money other than that stated in the notes;

(6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of holders of notes to receive payments of principal of, or interest or premium on, the notes;

(7) waive a redemption payment with respect to any note (other than a payment required by one of the covenants described above under the caption “—Redemption & Offer to Purchase”);

(8) release any Guarantor from any of its obligations under its Note Guarantee or the Indenture, except in accordance with the terms of the Indenture;

(9) make any change in the preceding amendment and waiver provisions.

The consent of holders representing at least two-thirds of old notes will be required to release all or substantially all of the Collateral otherwise than in accordance with the Indenture and the Collateral Agreements.

Notwithstanding the preceding, without the consent of any holder of notes, the Issuer, the Guarantors and the Trustee may amend or supplement the Indenture, the notes, the Note Guarantees, the Registration Rights Agreement and the Collateral Agreements:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated notes in addition to or in place of certificated notes;

(3) to provide for the assumption of the Issuer’s or a Guarantor’s obligations to holders of notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s assets, as applicable;

(4) to make any change that would provide any additional rights or benefits to the holders of notes or that does not adversely affect the legal rights under the Indenture of any such holder;

(5) to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA;

(6) to conform the text of the Indenture, the Collateral Agreements, the notes or the Note Guarantees to any provision of this Description of Notes to the extent that such provision in this Description of Notes was intended to be set forth, verbatim or in substance, a provision of the Indenture, the Collateral Agreements, the notes or the Note Guarantees;

(7) to evidence and provide for the acceptance of the appointment under the Indenture and the Collateral Agreements of a successor Trustee or Noteholder Collateral Agent;

(8) to make any other provisions with respect to matters or questions arising under the Indenture, the Collateral Agreements, the notes and the Note Guarantees, provided that the actions pursuant to this clause will not adversely affect the interests of the holders of the notes in any material respect, as determined in good faith by the Issuer;

(9) to enter into additional or supplemental Collateral Agreements;

(10) to release Collateral when permitted or required by the Indenture or the Collateral Agreements;

(11) to provide for the issuance of additional notes in accordance with the limitations set forth in the Indenture as of the date of the Indenture;

(12) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the notes;

(13) to enter into, and to perfect security interests and Liens granted therein, the Collateral Agreements and transactions contemplated thereby respecting Bahamian registration of the Platinum Explorer and its mortgaging; or

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(14) to accept and consent to, and to take all steps to perfect a security interest under, Collateral Agreements to be granted subsequent to the Issue Date respecting Drilling Contracts and Internal Charters.

Concerning the Trustee

If the Trustee becomes a creditor of the Issuer or any Guarantor, the Indenture limits the right of the Trustee to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions. However, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as Trustee (if the Indenture has been qualified under the TIA) or resign.

The holders of a majority in aggregate principal amount of the then old notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default occurs and is continuing, the Trustee will be required, in the exercise of its power, to use the same degree of care and skill in its exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any holder of notes, unless such holder has offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Governing Law

The Indenture provides that it, the notes, the Note Guarantees, the Registration Rights Agreement and the Collateral Agreements will be governed by, and construed in accordance with, the laws of the State of New York.