Vantage Driller Iii 424B3 Prospectus supplement

As filed pursuant to Rule 424(b)(3)
Registration No. 333-188263

PROSPECTUS

Offshore Group Investment Limited

a subsidiary of

Offer to Exchange

$775,000,000 7.125% Senior Secured First Lien Notes due 2023

and the guarantees thereof that have been registered under

the Securities Act of 1933 for any and all

$775,000,000 7.125% Senior Secured First Lien Notes due 2023

and the guarantees thereof

This Exchange Offer will expire at 5:00 P.M., New York City time, on August 23, 2013, unless extended.

We are offering, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal (which together constitute the “exchange offer”), to exchange up to $775,000,000 aggregate principal amount of our registered 7.125% Senior Secured First Lien Notes due 2023 and the guarantees thereof (the “exchange notes”), for a like principal amount of our outstanding 7.125% Senior Secured First Lien Notes due 2023 and the guarantees thereof (the “old notes”). We refer to the old notes and the exchange notes collectively as the “notes.” The terms of the exchange notes and the guarantees thereof are identical to the terms of the old notes and the guarantees thereof in all material respects, except for the elimination of certain transfer restrictions, registration rights and additional interest provisions relating to the old notes.

We will exchange any and all old notes that are validly tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on August 23, 2013, unless extended.

We have not applied, and do not intend to apply, for listing the notes on any national securities exchange or automated quotation system.

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal states that by so acknowledging and delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933, as amended, or the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for old notes where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 120 days after the consummation of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

See “Risk Factors” beginning on page 13 for a discussion of certain risks you should consider before participating in this exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is July 26, 2013.

TABLE OF CONTENTS

	Page
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS		1
PROSPECTUS SUMMARY		3
RATIO OF EARNINGS TO FIXED CHARGES		12
RISK FACTORS		13
THE EXCHANGE OFFER		41
USE OF PROCEEDS		51
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		51
DESCRIPTION OF OTHER INDEBTEDNESS		51
DESCRIPTION OF THE EXCHANGE NOTES		56
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS		129
PLAN OF DISTRIBUTION		130
LEGAL MATTERS		130
EXPERTS		130
WHERE YOU CAN FIND MORE INFORMATION		131
INCORPORATION BY REFERENCE		131

THIS PROSPECTUS IS PART OF A REGISTRATION STATEMENT WE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, OR THE SEC. IN MAKING YOUR INVESTMENT DECISION, YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS, IN THE ACCOMPANYING LETTER OF TRANSMITTAL OR THE INFORMATION TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH ANY OTHER INFORMATION. IF YOU RECEIVE ANY UNAUTHORIZED INFORMATION, YOU MUST NOT RELY ON IT. THIS PROSPECTUS MAY ONLY BE USED WHERE IT IS LEGAL TO EXCHANGE THE OLD NOTES. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT COVER OF THIS PROSPECTUS.

This prospectus incorporates important business and financial information about us that is not included in or delivered with this document. This information is available to you without charge upon written or oral request to: Vantage Drilling Company, c/o Vantage Energy Services, Inc., 777 Post Oak Boulevard, Suite 800, Houston, Texas 77056, telephone number (281) 404-4700. The exchange offer is expected to expire on August 23, 2013 and you must make your exchange decision by the expiration date. To obtain timely delivery, you must request the information no later than August 16, 2013, or the date which is five business days before the expiration date of this exchange offer.

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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains certain forward-looking statements. These forward- looking statements are included throughout this prospectus, including in the sections entitled “Summary” and “Risk Factors,” as well as in the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” in the documents incorporated by reference in this prospectus. The forward-looking statements include matters such as the industry, business strategy, goals, expectations concerning market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources and other financial and operating information of parent, the issuer and their subsidiaries. When used, statements which are not historical in nature, including those containing words such as “anticipate,” “assume,” “believe,” “budget,” “continue,” “could,” “estimate,” “expect,” “future,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “would,” “will” and similar expressions are intended to identify forward-looking statements in this prospectus regarding parent, the issuer and their subsidiaries.

These forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in these forward-looking statements. Among the factors that could cause actual results to differ materially are the risks and uncertainties described under “Risk Factors,” including with respect to the following:

• our small number of customers;

• credit risks of our key customers and certain other third parties;

• reduced expenditures by oil and natural gas exploration and production companies;

• termination of our customer contracts;

• general economic conditions and conditions in the oil and gas industry;

• our failure to obtain delivery of theCobalt Explorer;

• delays and cost overruns in construction projects;

• competition within our industry;

• limited mobility between geographic regions;

• operating hazards in the oilfield service industry;

• the impact of changes in regulation on offshore drilling;

• ability to obtain indemnity from customers;

• adequacy of insurance coverage in the event of a catastrophic event;

• operations in international markets;

• governmental, tax and environmental regulation;

• changes in legislation removing or increasing current applicable limitations of liability;

• effects of new products and new technology on the market;

• our substantial level of indebtedness;

• our ability to incur additional indebtedness;

• compliance with restrictions and covenants in our debt agreements;

• identifying and completing acquisition opportunities;

• levels of operating and maintenance costs;

• our dependence on key personnel;

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• availability of workers and the related labor costs;

• increased cost of obtaining supplies;

• our reliance upon parent to secure drilling contracts;

• the sufficiency of our internal controls;

• changes in tax laws, treaties or regulations;

• any non-compliance with the U.S. Foreign Corrupt Practices Act;

• our obligation to repurchase certain indebtedness upon a change of control;

• various risks in our relationship with F3 Capital and its affiliates;

• our incorporation under the laws of the Cayman Islands and the limited rights to relief that may be available compared to U.S. laws;

• the issuer’s reliance on parent;

• the collateral being subject to casualty risks;

• assets of subsidiaries being subject to claims of creditors of those entities; and

• the other risks summarized in this prospectus.

For a more complete description of the various risks, relevant factors and uncertainties that could cause future results or events to differ materially from those expressed or implied in our forward-looking statements, see “Risk Factors” in this prospectus. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements.

Many of these factors are beyond our ability to control or predict. Any, or a combination, of these factors could materially affect our future financial condition or results of operations and the ultimate accuracy of the forward-looking statements. These forward-looking statements are not guarantees of our future performance, and our actual results and future developments may differ materially from those projected in the forward-looking statements. Management cautions against putting undue reliance on forward-looking statements or projecting any future results based on such statements or present or prior earnings levels.

In addition, each forward-looking statement speaks only as of the date of the particular statement, and we undertake no obligation to publicly update or revise any forward-looking statements. We may not update these forward-looking statements, even if our situation changes in the future. All forward-looking statements attributable to us are expressly qualified by these cautionary statements. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in our filings with the SEC, which may be obtained by contacting us or the SEC. These filings are also available through our website at www.vantagedrilling.com or through the SEC’s Electronic Data Gathering and Analysis Retrieval (EDGAR) System at www.sec.gov. The contents of our website are not part of this prospectus.

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PROSPECTUS SUMMARY

This summary provides a brief overview of certain information from this prospectus, but may not contain all the information that may be important to you. You should read this entire prospectus before making an investment decision. You should carefully consider the information set forth under “Risk Factors.” In addition, certain statements include forward-looking information which involve risks and uncertainties. Please read “Cautionary Note Regarding Forward-Looking Statements.”

In this prospectus, we use the term “old notes” to refer to the $775,000,000 aggregate principal amount of 7.125% Senior Secured First Lien Notes due 2023 that were issued on March 28, 2013, and the term “exchange notes” to refer to the $775,000,000 aggregate principal amount of 7.125% Senior Secured First Lien Notes due 2023 that have been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are being offered in exchange for the old notes as described in this prospectus. References to the “notes” in this prospectus include both the old notes and the exchange notes. As used in this prospectus, unless the context otherwise requires, (i) “we,” “us,” and “our” refer to Vantage Drilling Company and its subsidiaries (including the issuer) on a consolidated basis, (ii) the “parent” refers to Vantage Drilling Company, only and not to any of its subsidiaries, and (iii) the “issuer” refers to Offshore Group Investment Limited, a Cayman Islands exempted company with limited liability and the issuer of the notes.

Our Company

We are an international offshore drilling company focused on operating a fleet of modern, high specification drilling units. Our principal business is to contract drilling units, related equipment and work crews, primarily on a dayrate basis to drill oil and natural gas wells for our customers. We also provide construction supervision services for, and may in the future operate and manage, drilling units owned by others. Through our fleet of drilling units, we are a provider of offshore contract drilling services to major, national and independent oil and natural gas companies, focused primarily on international markets. Our fleet of drilling units is currently comprised of four jackup rigs in operation and three drillships. ThePalladium Explorer drillship, of which we have a 41.9% ownership interest, is expected to be delivered in 2015. Our ordinary shares are listed on the NYSE MKT under the symbol “VTG.” In fiscal 2012, the Company generated revenue of $471.5 million and Adjusted EBITDA of $216.0 million.

Recent Transactions

In connection with the offering of the old notes, we conducted a tender offer and consent solicitation for our outstanding 11 ¹/₂% Senior Secured First Lien Notes due 2015, or our 2015 notes. In addition, we entered into a new $350.0 million senior secured term loan, or the new term loan, and an amended and restated senior secured revolving credit facility, or our new revolving credit agreement, that provided for, among other things, aggregate borrowings of up to $200.0 million, in each case as described below.

In the cash tender offer (the “Tender Offer”), we offered to purchase any and all of our remaining $999,999,000 aggregate principal amount of the 2015 notes. As part of the Tender Offer, we also solicited consents (the “Consent Solicitation”) from holders of the 2015 notes to certain proposed amendments to the indenture governing the 2015 notes to remove, among other things, substantially all of the restrictive covenants in the indenture governing the 2015 notes. We redeemed the balance of the 2015 notes that were not tendered.

We entered into the new term loan with a syndicate of lenders, Citibank N.A., as administrative agent, and Wells Fargo Bank, National Association, as collateral agent. The issuer, together with a U.S. co-borrower, are the

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borrowers under the new term loan and obligations under the new term loan are jointly and severally guaranteed by parent and subsidiaries of parent that guarantee the notes. The new term loan contains provisions substantially similar to the notes. For more information regarding the new term loan, see “Description of Other Indebtedness—New Senior Secured Term Loan.”

We entered into the new revolving credit agreement that amended and restated the credit agreement, dated as of June 21, 2012, among the issuer, parent, the subsidiary guarantors party thereto, and Royal Bank of Canada, as lender and collateral agent, in order to, among other things, provide for aggregate borrowings of up to $200.0 million. For more information regarding the new revolving credit agreement, see “Description of Other Indebtedness—New Revolving Credit Agreement.”

We refer to the offering of the notes, entry into the new term loan, entry into the new revolving credit agreement, the Tender Offer and the Consent Solicitation and all transactions related to the foregoing, as the “Transactions.”

How You Can Contact Us

Our principal executive office is located at 777 Post Oak Boulevard, Suite 800, Houston, Texas 77056. Our phone number is (281) 404-4700 and our website address is www.vantagedrilling.com. Information on our website is not a part of this prospectus.

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The Exchange Offer

On March 28, 2013, we completed a private offering of $775,000,000 in aggregate principal amount of the old notes and the guarantees thereof. As part of this private offering, we entered into a registration rights agreement with the initial purchasers of the old notes. You are entitled to exchange in the exchange offer your old notes for exchange notes which are identical in all material respects to the old notes except that:

• The exchange notes have been registered under the Securities Act and will be freely tradable by persons who are not affiliated with us;

• The exchange notes are not entitled to registration rights which are applicable to the old notes under the registration rights agreement; and

• Our obligation to pay additional interest on the old notes due to the failure to consummate the exchange offer by a prior date does not apply to the exchange notes.

The following is a summary of the exchange offer.

Exchange Offer We are offering to exchange up to $775,000,000 aggregate principal amount of our exchange notes and the guarantees thereof that have been registered under the Securities Act for an equal amount of our old notes.

Expiration Date; Withdrawal of Tenders The exchange offer will expire at 5:00 p.m., New York City time, on August 23, 2013, unless we decide to extend it. We do not currently intend to extend the expiration date.

Conditions to the Exchange Offer The exchange offer is subject to customary conditions, which we may waive. Please read “The Exchange Offer—Conditions to the Exchange Offer” for more information regarding the conditions to the exchange offer.

Procedures for Tendering Old Notes You must do one of the following on or prior to the expiration of the exchange offer to participate in the exchange offer:

• tender your old notes by sending the certificates for your old notes, in proper form for transfer, a properly completed and duly executed letter of transmittal, with any required signature guarantees, and all other documents required by the letter of transmittal, to Wells Fargo Bank, National Association, as registrar and exchange agent, at the address listed under the caption “The Exchange Offer—Exchange Agent;” or

• tender your old notes by using the book-entry transfer procedures described below and transmitting a properly completed and duly executed letter of transmittal, with any required signature guarantees, or an agent’s message instead of the letter of transmittal, to the exchange agent. In order for a book-entry transfer to constitute a valid tender of your old notes in the exchange offer, Wells Fargo Bank, National Association, as registrar and exchange agent, must receive a confirmation of book-entry transfer of your old notes into the exchange agent’s account at The Depository Trust Company prior to the expiration

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of the exchange offer. For more information regarding the use of book-entry transfer procedures, including a description of the required agent’s message, please read the discussion under the caption “The Exchange Offer—Procedures for Tendering—Book-Entry Transfer.”

Special Procedures for Beneficial Owners If you are a beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your old notes in the exchange offer, you should promptly contact the person in whose name the old notes are registered and instruct that person to tender on your behalf.

If you wish to tender in the exchange offer on your own behalf, prior to completing and executing the letter of transmittal and delivering the certificates for your old notes, you must either make appropriate arrangements to register ownership of the old notes in your name or obtain a properly completed bond power from the person in whose name the old notes are registered.

Withdrawal; Non-Acceptance You may withdraw any old notes tendered in the exchange offer at any time prior to 5:00 p.m., New York City time, on August 23, 2013. If we decide for any reason not to accept any old notes tendered for exchange, the old notes will be returned to the registered holder at our expense promptly after the expiration or termination of the exchange offer. In the case of old notes tendered by book-entry transfer into the exchange agent’s account at The Depository Trust Company, any withdrawn or unaccepted old notes will be credited to the tendering holder’s account at The Depository Trust Company. For further information regarding the withdrawal of tendered old notes, please read “The Exchange Offer—Withdrawal Rights.”

U.S. Federal Income Tax Considerations The exchange of the exchange notes for the old notes in the exchange offer should not be a taxable event for U.S. federal income tax purposes. For more information, please see “Certain U.S. Federal Income Tax Considerations.”

Use of Proceeds The issuance of the exchange notes will not provide us with any new proceeds. We are making this exchange offer solely to satisfy our obligations under the registration rights agreement.

Fees and Expenses We will pay all of our expenses incident to the exchange offer.

Exchange Agent We have appointed Wells Fargo Bank, National Association, as exchange agent for the exchange offer. You can find the address, telephone number and fax number of the exchange agent under the caption “The Exchange Offer—Exchange Agent.”

Resales of Exchange Notes Based on interpretations by the staff of the SEC, as set forth in no-action letters issued to third parties that are not related to us, we believe that the exchange notes you receive in the exchange offer may be offered for resale, resold or otherwise transferred by you without

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compliance with the registration and prospectus delivery provisions of the Securities Act so long as:

• the exchange notes are being acquired in the ordinary course of business;

• you are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate in the distribution of the exchange notes issued to you in the exchange offer;

• you are not our affiliate; and

• you are not a broker-dealer tendering old notes acquired directly from us for your account.

The SEC has not considered this exchange offer in the context of a no-action letter, and we cannot assure you that the SEC would make similar determinations with respect to this exchange offer. If any of these conditions are not satisfied, or if our belief is not accurate, and you transfer any exchange notes issued to you in the exchange offer without delivering a resale prospectus meeting the requirements of the Securities Act or without an exemption from registration of your exchange notes from those requirements, you may incur liability under the Securities Act. We will not assume, nor will we indemnify you against, any such liability. Each broker-dealer that receives exchange notes for its own account in exchange for old notes, where the old notes were acquired by such broker-dealer as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. Please read “Plan of Distribution.”

Please read “The Exchange Offer—Resales of Exchange Notes” for more information regarding resales of the exchange notes.

Effect on Holders of Old Notes As a result of the making of, and upon acceptance for exchange of all validly tendered old notes pursuant to the terms of, the exchange offer, we will have fulfilled a covenant contained in the registration rights agreement and, accordingly, we will not be obligated to pay additional interest as described in the registration rights agreement. If you are a holder of old notes and do not tender your old notes in the exchange offer, you will continue to hold such old notes and you will be entitled to all the rights and limitations applicable to the old notes in the indenture, except for any rights under the registration rights agreement that by their terms terminate upon the consummation of the exchange offer.

Consequences of Failure to Exchange All untendered old notes will continue to be subject to the restrictions on transfer provided for in the old notes and in the indenture. In general, the old notes may not be offered or sold unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state

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securities laws. Other than in connection with the exchange offer, we do not currently anticipate that we will register the old notes under the Securities Act.

Terms of the Exchange Notes

The exchange notes will be identical to the old notes except that the exchange notes are registered under the Securities Act and will not have restrictions on transfer, registration rights or provisions for additional interest and will contain different administrative terms. The exchange notes will evidence the same debt as the old notes, and the same indenture will govern the exchange notes and the old notes. Because the exchange notes will be registered, the exchange notes will not be subject to transfer restrictions, and holders of old notes that have tendered and had their old notes accepted in the exchange offer will have no registration rights.

The following summary contains basic information about the exchange notes and is not intended to be complete. It does not contain all the information that is important to you. For a more complete understanding of the exchange notes, please refer to the section of this prospectus entitled “Description of the Exchange Notes.”

Issuer Offshore Group Investment Limited, a Cayman Islands exempted company with limited liability.

Notes Offered $775,000,000 in aggregate principal amount of 7.125% Senior Secured First Lien Notes due 2023. The exchange notes are being offered under an indenture dated March 28, 2013.

Maturity Date April 1, 2023.

Interest The exchange notes will bear interest at a rate of 7.125% per annum. Interest on the exchange notes will be payable semi-annually, in arrears, on April 1 and October 1 of each year, commencing on October 1, 2013. Interest on the exchange notes will accrue from March 28, 2013.

Guarantees The exchange notes will be fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by parent and each of the issuer’s existing and future subsidiaries, including any existing and future subsidiaries that guarantee indebtedness under the 2019 notes, the revolving credit agreement or the term loan, and by certain of parent’s other subsidiaries. See “Description of Notes—Note Guarantees.”

Security The exchange notes and the guarantees will be secured by a first priority security interest in theEmerald Driller, theSapphire Driller, theTopaz Driller, theAquamarine Driller, thePlatinum Explorer and theTitanium Explorer, and a first priority security interest in theTungsten Explorer upon its delivery to us. The exchange notes and the guarantees will also be secured by certain other assets of the issuer and the guarantors (other than parent) and by a pledge of the stock of the issuer and the guarantors (other than parent), in each case, subject to certain exceptions, permitted liens and the amended intercreditor agreement. By agreement of the parties under the terms of the amended intercreditor agreement (as defined below), the liens

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securing the exchange notes and the guarantees will be equal and ratable with the liens securing the other.

Ranking The exchange notes will:

• be the issuer’s senior secured obligations;

• rank equal in right of payment with all of the issuer’s existing and future senior indebtedness, subject to the provisions of the amended intercreditor agreement;

• rank senior in right of payment to all of the issuer’s existing and future subordinated indebtedness; and

• be effectively senior to any of the issuer’s unsecured indebtedness to the extent of the value of the collateral securing the exchange notes.

The guarantees of each guarantor will:

• be senior secured obligations of that guarantor;

• rank equal in right of payment with all of that guarantor’s existing and future senior indebtedness, subject to the provisions of the amended intercreditor agreement;

• rank senior in right of payment to all of that guarantor’s existing and future subordinated indebtedness; and

• be effectively senior to any of such guarantor’s unsecured indebtedness to the extent of the value of such guarantor’s collateral securing the notes.

At December 31, 2012, after giving effect to the offering of the notes, the other Transactions and the application of the proceeds of the offering and the new term loan, parent and its subsidiaries, on a consolidated basis, would have had outstanding approximately $2.8 billion of senior indebtedness, $2.7 billion of which would have been senior secured first-priority indebtedness and would have had $200.0 million of available borrowing capacity under our new revolving credit agreement.

Intercreditor Agreement The issuer, the guarantors, the pari passu collateral agent, the term loan agent, the term loan collateral agent on behalf of the term loan secured parties, the credit agreement agent, the credit agreement collateral agent on behalf of the credit agreement secured parties, and the trustee and noteholder collateral agent on behalf of the 2019 notes secured parties entered into an amended and restated intercreditor agreement (the “amended intercreditor agreement”). In connection with the issuance of the notes and the new term loan, the trustee and the new term loan agent and noteholder collateral agent, on behalf of the notes secured parties, and the new term loan collateral agent, on behalf of the new term loan secured parties, were joined as parties to the amended intercreditor agreement. The amended intercreditor agreement relates to the relative rights of the new revolving credit

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agreement lenders, the 2019 notes secured parties, the existing term loan secured parties and, after giving effect to the joinders, the notes secured parties and the new term loan secured parties. The amended intercreditor agreement, as supplemented by the joinders, defines the rights of such parties with respect to the collateral, and provide, among other things, that all indebtedness under the indenture governing the exchange notes, certain other indebtedness permitted under the indenture and all other obligations related to such indebtedness and owing under the documents relating to such indebtedness are secured by liens which are intended to rank pari passu with the first priority liens that secure the other pari passu obligations under our new revolving credit agreement, the existing term loan, the new term loan, the indenture governing the 2019 notes and certain other indebtedness that we may incur in the future and to provide for priority of payment to the new revolving credit agreement secured parties from the proceeds of collateral (other than with respect to an event of loss of a vessel).

Optional Redemption On or after April 1, 2018, the issuer may redeem some or all of the exchange notes at redemption prices that decrease over time, plus accrued and unpaid interest, if any, to the redemption date as described under the heading “Description of Notes—Redemption & Offer to Purchase—Optional Redemption.”

Prior to April 1, 2016, the issuer may redeem up to 35% of the aggregate principal amount of the exchange notes (including additional notes, if any) of each series with the net proceeds of one or more equity offerings at a redemption price equal to 107.125% of the principal amount thereof, plus accrued and unpaid interest to the date of redemption, provided that, following such redemption, at least 65% of the aggregate principal amount of the notes issued under the indenture (including additional notes, if any) remains outstanding, and the redemption occurs within 60 days of the date of the closing of such equity offering.

In addition, the issuer may, at its option, redeem some or all of the exchange notes at any time prior to April 1, 2018, at a redemption price equal to 100% of the principal amount thereof plus a “make-whole” premium.

Redemption upon a Change in Tax Law Under certain circumstances and subject to certain conditions, the issuer will have the option to redeem the exchange notes, in whole but not in part, at any time, at a redemption price of 100% of the aggregate principal amount of the exchange notes, plus any accrued and unpaid interest, if any, to the date of redemption, if the issuer or any guarantor have become or would become obligated to pay certain amounts as a result of the imposition of withholding taxes on the notes as a result of a change in the laws of any jurisdiction in which the issuer or any guarantor is organized or otherwise considered by a taxing authority to be a resident for tax purposes or from or through which the issuer or any guarantor make a payment on the notes or any

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guarantee. See “Description of Notes—Redemption & Offer to Purchase—Optional Redemption for Changes in Withholding Taxes.”

Mandatory Redemption Upon Event of Loss of a Vessel Subject to the Intercreditor Agreement, certain events of loss with respect to a vessel, we will be required to redeem, on a pro rata basis, notes and certain other pari passu obligations with proceeds received in respect of such loss at a redemption price for the notes equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the date of redemption. See “Description of Notes—Redemption & Offer to Purchase—Mandatory Redemption Upon Event of Loss of a Vessel.”

Change of Control Offer If parent or the issuer experiences a change of control (as defined in the indenture governing the exchange notes), each holder of exchange notes will have the right to require the issuer to repurchase all or any part of its exchange notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of repurchase. See “Description of Notes—Redemption & Offer to Purchase—Change of Control.”

Asset Sale Offer If the issuer or any restricted subsidiary engages in certain asset sales, within 360 days of such sale, the issuer generally must use the net cash proceeds from such sales to repay debt, to acquire another company in its industry, to make capital expenditures or to invest in its business, or the issuer must make an offer to purchase a principal amount of the exchange notes equal to the excess net cash proceeds. The purchase price of each exchange note so purchased will be 100% of its principal amount, plus accrued and unpaid interest to the repurchase date. See “Description of Notes—Redemption & Offer to Purchase—Asset Sales.”

Certain Covenants The indenture governing the exchange notes, among other things, limits the issuer’s and any restricted subsidiaries’ ability and, in certain cases, the ability of parent to:

• pay dividends, redeem subordinated indebtedness or make other restricted payments;

• incur or guarantee additional indebtedness or issue preferred stock;

• create or incur liens;

• incur dividend or other payment restrictions affecting restricted subsidiaries;

• consummate a merger, consolidation or sale of all or substantially all of their assets;

• enter into transactions with affiliates;

• transfer or sell assets;

• engage in business other than their current business and reasonably related extensions thereof;

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• issue capital stock of certain subsidiaries; and

• take or omit to take any actions that would adversely affect or impair in any material respect the collateral securing the notes and the guarantees.

These covenants are subject to a number of important exceptions and qualifications. See “Description of the Exchange Notes—Certain Covenants.”

No Public Market The exchange notes are a new issue of securities and there is currently no established market for them. The initial purchasers advised us that they intend to make a market for the exchange notes as permitted by applicable laws and regulations. However, the initial purchasers are not obligated to do so and may discontinue any such market making activities without any notice. We cannot assure you that a liquid market for the exchange notes will develop or be maintained.

Form and Denomination The notes may be issued only in registered form. The notes will initially be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The notes initially sold by the initial purchasers will be represented by permanent global notes in fully registered form, deposited with a custodian for and registered in the name of a nominee of DTC. Beneficial interests in the global notes will be shown on, and transfers will be effected only through, records maintained by DTC and its participants. Except as described herein, notes in certificated form will not be issued in exchange for the global notes or interests therein.

Risk Factors You should consider carefully all of the information set forth in this prospectus and, in particular, you should evaluate the risks described under “Risk Factors” before deciding to invest in the exchange notes.

Ratio of Earnings to Fixed Charges

The following table sets forth our historical consolidated ratio of earning to fixed charges for the periods shown:

	Year ended December 31,										Three Months  Ended March 31, 2013
	2008		2009		2010		2011		2012
Ratio of earnings to fixed charges		—		—		—		—		—		—

For the purposes of determining the ratio of earnings to fixed charges, earnings are defined as pre-tax income from continuing operations plus fixed charges and amortization of capitalized interest less capitalized interest. Fixed charges are the sum of (a) interest expensed and capitalized, (b) amortized premiums, discounts and capitalized expenses related to indebtedness and (c) an estimate of the interest within rental expense. Earnings were insufficient to cover fixed charges by $51.9 million, $12.5 million, $74.5 million, $73.2 million and $197.5 million for the years ended December 31, 2008, December 31, 2009, December 31, 2010, December 31, 2011 and December 31, 2012, respectively, and $116.4 million for the three months ended March 31, 2013. We had no preferred shares outstanding as of the end of any of the periods shown.

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RISK FACTORS

An investment in the exchange notes involves a number of risks. You should consider carefully the following information about these risks, together with the other information included in this prospectus, before tendering your old notes and participating in the exchange offer. Additional risks and uncertainties not presently known to us, or that we currently deem immaterial, may also impair our business operations or the value of the exchange notes. We cannot assure you that any of the events discussed in the risk factors below will not occur. If they do, our business, financial condition and results of operations could be materially adversely affected. In such case, the trading price of our securities, including the exchange notes, could decline, and you might lose all or part of your investment.

Risk Related to the Exchange Offer

If you do not properly tender your old notes, you will continue to hold unregistered old notes and your ability to transfer those notes will be adversely affected.

We will only issue exchange notes in exchange for old notes that you timely and properly tender. Therefore, you should allow sufficient time to ensure timely delivery of the old notes and you should carefully follow the instructions on how to tender your old notes. Neither we nor the exchange agent is required to inform you of any defects or irregularities with respect to your tender of old notes. Please read “The Exchange Offer—Procedures for Tendering” and “Description of the Exchange Notes.”

If you do not exchange your old notes for exchange notes in the exchange offer, you will continue to be subject to the restrictions on transfer of your old notes described in the legend on the certificates for your old notes. In general, you may only offer or sell the old notes if they are registered under the Securities Act and applicable state securities laws, or offered and sold under an exemption from these requirements. We do not plan to register any sale of the old notes under the Securities Act. For further information regarding the consequences of tendering your old notes in the exchange offer, please read “The Exchange Offer—Consequences of Failure to Exchange Outstanding Securities.”

You may find it difficult to sell your exchange notes.

Although the exchange notes will be registered under the Securities Act, the exchange notes will not be listed on any securities exchange. Because there is no public market for the exchange notes, you may not be able to resell them.

We cannot assure you that an active market will exist for the exchange notes or that any trading market that does develop will be liquid. If an active market does not develop or is not maintained, the market price and liquidity of the exchange notes may be adversely affected. If a market for the exchange notes develops, they may trade at a discount from their initial offering price. The trading market for the exchange notes may be adversely affected by:

• changes in the overall market for non-investment grade securities;

• changes in our financial performance or prospects;

• the financial performance or prospects for companies in our industry generally;

• the number of holders of the exchange notes;

• the interest of securities dealers in making a market for the exchange notes; and

• prevailing interest rates and general economic conditions.

Historically, the market for non-investment grade debt has been subject to substantial volatility in prices. The market for the exchange notes, if any, may be subject to similar volatility. Prospective investors in the exchange notes should be aware that they may be required to bear the financial risks of such investment for an indefinite period of time.

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Some holders who exchange their old notes may be deemed to be underwriters.

If you exchange your old notes in the exchange offer for the purpose of participating in a distribution of the exchange notes, you may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

Risks Related to Our Business and Our Industry

A small number of customers account for a significant portion of our revenues, and the loss of one or more of these customers could materially adversely affect our financial condition and results of operations.

We derive a significant portion of our revenues from a few customers. During the fiscal year ended December 31, 2012, our four largest customers accounted for approximately 44%, 24%, 11% and 10%, respectively, of our revenue. Our financial condition and results of operations could be materially and adversely affected if any one of these customers interrupt or curtail their activities, fail to pay for the services that have been performed, terminate their contracts, fail to renew their existing contracts or refuse to award new contracts and we are unable to enter into contracts with new customers on comparable terms. The loss of any of our significant customers could materially adversely affect our financial condition and results of operations.

We are exposed to the credit risks of our key customers, including certain affiliated companies, and certain other third parties, and nonpayment by these customers and other parties could adversely affect our financial position, results of operations and cash flows.

We are subject to risks of loss resulting from nonpayment or nonperformance by our customers. Any material nonpayment or nonperformance by key customers and certain other third parties could adversely affect our financial position, results of operations and cash flows. If any key customers or other parties default on their obligations to us, our financial results and condition could be adversely affected. Furthermore, some of these customers and other parties may be highly leveraged and subject to their own operating and regulatory risks.

A material or extended decline in expenditures by oil and natural gas exploration and production companies due to a decline or volatility in oil and natural gas prices, a decrease in demand for oil and natural gas, or other factors, would adversely affect our business.

Our business, including the utilization rates and dayrates we achieve for our owned and managed drilling units, depends on the level of activity in oil and natural gas exploration, development and production expenditures of our customers. Oil and natural gas prices and customers’ expectations of potential changes in these prices significantly affect this level of activity. Commodity prices are affected by numerous factors, including the following:

• changes in global economic conditions;

• the worldwide production and demand for oil and natural gas;

• the cost of exploring for, producing and delivering oil and natural gas;

• expectations regarding future prices;

• advances in exploration, development and production technology;

• the ability of the Organization of Petroleum Exporting Countries (“OPEC”) to set and maintain production levels and pricing;

• the availability and discovery rate of new oil and natural gas reserves in offshore areas;

• the rate of decline of existing and new oil and natural gas reserves;

• the level of production in non-OPEC countries;

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• domestic and international tax policies;

• the development and exploitation of alternative fuels;

• weather;

• blowouts and other catastrophic events;

• governmental laws and regulations, including environmental laws and regulations;

• the policies of various governments regarding exploration and development of their oil and natural gas reserves;

• volatility in the exchange rate of the U.S. dollar against other currencies; and

• the worldwide military and political environment, uncertainty or instability resulting from an escalation or additional outbreak of armed hostilities or other crises in significant oil and natural gas producing regions or further acts of terrorism.

In addition to oil and gas prices, the offshore drilling industry is influenced by additional factors, including:

• the availability of competing offshore drilling vessels and the level of construction activity for new drilling vessels;

• the level of costs for associated offshore oilfield and construction services;

• oil and gas transportation costs;

• the discovery of new oil and gas reserves;

• the cost of non-conventional hydrocarbons; and

• regulatory restrictions on offshore drilling.

Any of these factors could reduce demand for our services and adversely affect our business and results of operations.

Our jackup drilling contracts are generally short-term, and we could experience reduced profitability if customers reduce activity levels, terminate or seek to renegotiate drilling contracts with us, or if market conditions dictate that we enter into contracts that provide for payment based on a footage or turnkey basis, rather than on a dayrate basis.

Many jackup drilling contracts are short-term, and oil and natural gas companies tend to reduce activity levels quickly in response to downward changes in oil and natural gas prices. Due to the short-term nature of most of our jackup drilling contracts, a decline in market conditions can quickly affect our business if customers reduce their levels of operations. During depressed market conditions, a customer may no longer need a unit that is currently under contract or may be able to obtain a comparable unit at a lower dayrate. As a result, customers may seek to renegotiate the terms of their existing drilling contracts or avoid their obligations under those contracts. In addition, our customers may have the right to terminate, or may seek to renegotiate, existing contracts if we experience downtime, operational problems above the contractual limit or safety-related issues, if the drilling unit is a total loss, if the drilling unit is not delivered to the customer within the period specified in the contract or in other specified circumstances, which include events beyond the control of either party.

Some of our current jackup drilling contracts, and some drilling contracts that we may enter into in the future, may include terms allowing customers to terminate contracts without cause, with little or no prior notice and without penalty or early termination payments. In addition, we could be required to pay penalties, which could be material, if some of these contracts are terminated due to downtime, operational problems or failure to deliver. Some of the contracts with customers that we enter into in the future may be cancellable at the option of

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the customer upon payment of a penalty, which may not fully compensate us for the loss of the contract. Early termination of a contract may result in a drilling unit being idle for an extended period of time. The likelihood that a customer may seek to terminate a contract is increased during periods of market weakness. Under most of our contracts, it is an event of default if we file a petition for bankruptcy or reorganization, which would allow the customer to terminate such contract.

Currently, our drilling contracts are dayrate contracts, where we charge a fixed rate per day regardless of the number of days needed to drill the well. While we plan to continue to perform services on a dayrate basis, market conditions may dictate that we enter into contracts that provide for payment based on a footage basis, where we are paid a fixed amount for each foot drilled regardless of the time required or the problems encountered in drilling the well, or enter into turnkey contracts, where we agree to drill a well to a specific depth for a fixed price and bear some of the well equipment costs. These types of contracts are riskier for us than a dayrate contract as we would be subject to downhole geologic conditions in the well that cannot always be accurately determined and subject us to greater risks associated with equipment and downhole tool failures. Unfavorable downhole geologic conditions and equipment and downhole tool failures may result in significant cost increases or may result in a decision to abandon a well project which would result in us not being able to invoice revenues for providing services. Any such termination or renegotiation of contracts and unfavorable costs increases or loss of revenue could have a material adverse impact on our financial condition and results of operations.

Lower prices for oil and natural gas reduce demand for our services and could have a material adverse effect on our revenue and profitability.

Benchmark crude prices peaked at over $140 per barrel in July 2008 and then declined to approximately $111 per barrel at year-end 2012. During 2012, the benchmark for crude prices fluctuated between the high $80’s per barrel and high $120’s per barrel. Demand for our services depends on oil and natural gas industry activity and expenditure levels that are directly affected by trends in oil and natural gas prices. In addition, demand for our services is particularly sensitive to the level of exploration, development and production activity of and the corresponding capital spending by, oil and natural gas companies. Any prolonged reduction in oil and natural gas prices could depress the near-term levels of exploration, development, and production activity. Perceptions of longer-term lower oil and natural gas prices by oil and natural gas companies could similarly reduce or defer major expenditures given the long-term nature of many large-scale development projects. Lower levels of activity result in a corresponding decline in the demand for our services, which could have a material adverse effect on our revenue and profitability. Additionally, these factors may adversely impact our financial position if they are determined to cause an impairment of our long-lived assets.

Failure to obtain delivery of theCobalt Explorer could have a material and adverse effect on our business.

We expect to take delivery of theCobalt Explorer in 2015, but such vessel may not be delivered to us on time, or at all. A delay in the delivery date of theCobalt Explorer beyond what we expect or non-delivery of such vessel could result from a variety of factors affecting the shipyard, or our failure to make the final construction payments under the construction contracts for theCobalt Explorer. Failure to obtain delivery of theCobalt Explorer in a timely manner or at all may have a material adverse effect on our business, financial condition and results of operations.

Our substantial indebtedness could adversely affect our financial health and prevent us from fulfilling our debt obligations.

As of March 31, 2013, our total debt was $2.8 billion and we had the ability to borrow an additional $200 million under our revolving credit facility, subject to limitations in the credit facility. Subject to the restrictions in our revolving credit facility and our future and existing debt agreements, including the indentures governing our notes, we may incur additional indebtedness. Our high level of indebtedness could have important consequences

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for an investment in us and significant effects on our business. For example, our level of indebtedness and the terms of our debt agreements may:

• make it more difficult for us to satisfy our financial obligations under our indebtedness and our contractual and commercial commitments and increase the risk that we may default on our debt obligations;

• prevent us from having sufficient cash flow from operations or raising the funds necessary to repurchase notes tendered to us if there is a fundamental change or if there is a change of control as defined under any of our other debt agreements, which could require us to repurchase or repay indebtedness under such debt agreements, the failure of which would constitute a default under the indenture governing the notes and the agreements governing such other indebtedness;

• require us to use a substantial portion of our cash flow from operations to pay interest and principal on the notes and other debt, which would reduce the funds available for working capital, capital expenditures and other general corporate purposes;

• limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions and other investments, or general corporate purposes, which may limit our ability to execute our business strategy;

• limit our ability to refinance our indebtedness on terms that are commercially reasonable, or at all;

• heighten our vulnerability to downturns in our business, our industry or in the general economy and restrict us from exploiting business opportunities or making acquisitions;

• place us at a competitive disadvantage compared to those of our competitors that may have proportionately less debt;

• limit management’s discretion in operating our business;

• limit our flexibility in planning for, or reacting to, changes in our business, the industry in which we operate or the general economy; and

• result in higher interest expense if interest rates increase and we have outstanding floating rate borrowings.

Each of these factors may have a material and adverse effect on our financial condition and viability. Our ability to satisfy our other debt obligations will depend on our future operating performance, which will be affected by prevailing economic conditions and financial, business and other factors affecting our company and industry, many of which are beyond our control.

Construction projects are subject to risks, including delays and cost overruns, which could have an adverse impact on our liquidity and results of operations.

As part of our growth strategy we may contract from time to time for the construction of drilling units or may enter into agreements to manage the construction of drilling units for others. Construction projects are subject to the risks of delay or cost overruns inherent in any large construction project, including costs or delays resulting from the following:

• unexpected long delivery times for, or shortages of, key equipment, parts and materials;

• shortages of skilled labor and other shipyard personnel necessary to perform the work;

• unforeseen increases in the cost of equipment, labor and raw materials, particularly steel;

• unforeseen design and engineering problems;

• unanticipated actual or purported change orders;

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• work stoppages;

• latent damages or deterioration to hull, equipment and machinery in excess of engineering estimates and assumptions;

• failure or delay of third-party service providers and labor disputes;

• disputes with shipyards and suppliers;

• delays and unexpected costs of incorporating parts and materials needed for the completion of projects;

• financial or other difficulties at shipyards;

• adverse weather conditions; and

• inability to obtain required permits or approvals.

If we experience delays and costs overruns in the construction of drilling units due to certain of the factors listed above, it could also adversely affect our business, financial condition and results of operations.

Our business is affected by local, national and worldwide economic conditions and the condition of the oil and natural gas industry.

Recent economic data indicates the rate of economic growth worldwide has declined significantly form the growth rates experienced in recent years. Current economic conditions have resulted in uncertainty regarding energy and commodity prices. In addition, future economic conditions may cause many oil and natural gas production companies to further reduce or delay expenditures in order to reduce costs, which in turn may cause a further reduction in the demand for drilling services. If conditions worsen, our business and financial condition may be adversely impacted.

Our industry is highly competitive, cyclical and subject to intense price competition, and we may be at a competitive disadvantage as compared to some of our competitors.

The offshore contract drilling industry is highly competitive, and contracts have traditionally been awarded on a competitive bid basis. The technical capabilities, availability and pricing of a drilling unit are often the primary factors in determining which qualified contractor is awarded a job. Other key factors include a contractor’s reputation for service, safety record, environmental record, technical and engineering support and long-term relationships with major, national and independent oil and natural gas companies. Our competitors in the offshore contract drilling industry generally have larger, more diverse fleets, longer operating histories with established safety and environmental records over a measurable period of time and long-term relationships with customers. This provides our competitors with competitive advantages that may adversely affect our efforts to contract our drilling units on favorable terms, if at all, and correspondingly negatively impact our financial position and results of operations. Additionally, we are at a competitive disadvantage to those competitors that are better capitalized because they are in a better position to withstand the effects of a downturn in our industry.

The offshore contract drilling industry, historically, has been very cyclical with periods of high demand, limited supply and high dayrates alternating with periods of low demand, excess supply and low dayrates. Many offshore drilling units are highly mobile. Competitors may move drilling units from region to region in response to changes in demand. It is currently estimated that 83 newly constructed jackup rigs will be entered into service between February 2013 and December 2014 and 46 deepwater rigs are scheduled for delivery from February 2013 through December 2014. This could result in an excess supply of rigs in the markets in which we operate. Periods of low demand and excess supply intensify competition in the industry and often result in some drilling units becoming idle for long periods of time. Prolonged periods of low utilization and dayrates, or extended idle time, could result in the recognition of impairment charges on our drilling units if cash flow estimates, based upon information available to management at the time, indicate that the carrying value of the drilling units may not be recoverable.

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There may be limits to our ability to mobilize drilling units between geographic markets and the time and costs of such drilling unit mobilizations may be material to our business.

The offshore contract drilling market is generally a global market as drilling units may be mobilized from one market to another market. However, geographic markets can, from time to time, have material fluctuations in costs and risks as the ability to mobilize drilling units can be impacted by several factors including, but not limited to, governmental regulation and customs practices, the significant costs to move a drilling unit, availability of tow boats, weather, political instability, civil unrest, military actions, and the technical capability of the drilling units to operate in various environments. Any increase in the supply of drilling units in the geographic areas in which we operate, whether through new construction, refurbishment or conversion of drilling units from other uses, remobilization or changes in the law or its application, could increase competition and result in lower dayrates and/or utilization, which would adversely affect our financial position, results of operations and cash flows. Additionally, while a drilling unit is being mobilized from one geographic market to another, we may not be paid by the customer for the time that the drilling unit is out of service. Also, we may mobilize the drilling unit to another geographic market without a customer contract which will result in costs not reimbursable by future customers.

Our business involves numerous operating hazards, and our insurance and contractual indemnity rights may not be adequate to cover our losses.

Our operations are subject to the usual hazards inherent in the drilling and operation of oil and natural gas wells, such as blowouts, reservoir damage, loss of production, loss of well control, punch throughs, craterings, fires and pollution. The occurrence of these events (such as events similar to the 2010 incident in the U.S. Gulf of Mexico involving the Macondo well) could result in the suspension of drilling or production operations, claims by the operator and others affected by such events, severe damage to, or destruction of, the property and equipment involved, injury or death to drilling unit personnel, environmental damage and increased insurance costs. We may also be subject to personal injury and other claims of drilling unit personnel as a result of our drilling operations. Operations also may be suspended because of machinery breakdowns, abnormal operating conditions, failure of subcontractors to perform or supply goods or services and personnel shortages.

In addition, our operations will be subject to perils particular to marine operations, including capsizing, grounding, collision and loss or damage from severe weather. Severe weather could have a material adverse effect on our operations. Our drilling units could be damaged by high winds, turbulent seas, or unstable sea bottom conditions, which could potentially cause us to curtail operations for significant periods of time until such damages are repaired.

Damage to the environment could result from our operations, particularly through oil spillage or extensive uncontrolled fires. We may also be subject to property, environmental and other damage claims by host governments, oil and natural gas companies and other businesses operating offshore and in coastal areas, as well as claims by individuals living in or around coastal areas.

As is customary in our industry, the risks of our operations are partially covered by our insurance and partially by contractual indemnities from our customers. However, insurance policies and contractual rights to indemnity may not adequately cover losses, and we may not have insurance coverage or rights to indemnity for all risks. Moreover, pollution and environmental risks generally are not fully insurable. If a significant accident or other event resulting in damage to our drilling units, including severe weather, terrorist acts, war, civil disturbances, pollution or environmental damage, occurs and is not fully covered by insurance or a recoverable indemnity from a customer, it could adversely affect our financial condition and results of operations.

Our offshore drilling operations could be adversely impacted by changes in regulation of offshore oil and gas exploration and development activity.

Offshore drilling operations in the United States and elsewhere could be adversely impacted by the Macondo well incident in the U.S. Gulf of Mexico and further changes in regulation of offshore oil and gas

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exploration and development activities. After the Macondo well incident, the U.S. Department of the Interior implemented a six-month moratorium/suspension on certain drilling activities in water depths greater than 500 feet in the U.S. Gulf of Mexico. While the moratorium has since been lifted, significant new requirements with respect to development and production activities in the U.S. Gulf of Mexico have been imposed and the approval of applications to drill in both deepwater and shallow-water areas have been delayed until it is confirmed that those requirements have been met. These new requirements, which may result in significant compliance costs, relate to the design of wells and testing of the integrity of wellbores, the use of drilling fluids, the functionality and testing of well control equipment, including blowout preventers, and other environmental and safety matters.

Customers may be unable or unwilling to indemnify us.

Consistent with standard industry practice, our customers generally assume liability for and indemnify us against well control and subsurface risks under our dayrate contracts, and we do not separately purchase insurance for such indemnified risks. These risks are those associated with the loss of control of a well, such as blowout or cratering (for example, the Macondo well), the cost to regain control or redrill the well and associated pollution. In the future, we may not be able to obtain agreements from customers to indemnify us for such damages and risks or the indemnities that we do obtain may be limited in scope and duration. Additionally, even if our customers agree to indemnify us, there can be no assurance that they will necessarily be financially able to indemnify us against all of these risks.

Our insurance coverage may not be adequate if a catastrophic event occurs.

As a result of the number and significance of catastrophic events in the offshore drilling industry in recent years, such as hurricanes and spills in the Gulf of Mexico, insurance underwriters have increased insurance premiums and increased restrictions on coverage and have made other coverages, such as Gulf of Mexico named windstorm coverage, unavailable to us on commercially reasonable terms.

While we believe we have reasonable policy limits of property, casualty, liability, and business interruption insurance, including coverage for acts of terrorism, with financially sound insurers, we cannot guarantee that our policy limits for property, casualty, liability, and business interruption insurance, including coverage for severe weather, terrorist acts, war, civil disturbances, pollution or environmental damage, would be adequate should a catastrophic event occur related to our property, plant or equipment, or that our insurers would have adequate financial resources to sufficiently or fully pay related claims or damages. When any of our coverage expires, or when we seek coverage in the future, we cannot guarantee that adequate coverage will be available, offered at reasonable prices, or offered by insurers with sufficient financial soundness. Additionally, we do not have third party named windstorm insurance for our drillship operating in the Gulf of Mexico and we may not have named or other windstorm insurance for any vessel that we operate in the Gulf of Mexico in the future. The occurrence of an incident or incidents affecting any one or more of our drilling units could have a material adverse effect on our financial position and future results of operations if asset damage and/or our liability were to exceed insurance coverage limits or if an insurer was unable to sufficiently or fully pay related claims or damages.

Our international operations are subject to additional political, economic and other uncertainties not generally associated with domestic operations.

A primary component of our business strategy is to operate in international oil and natural gas producing areas. Our international operations are subject to a number of risks inherent in any business operating in foreign countries, including:

• political, social and economic instability, war and acts of terrorism;

• government corruption;

• potential seizure, expropriation or nationalization of assets;

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• damage to our equipment or violence directed at our employees, including kidnappings;

• piracy;

• increased operating costs;

• complications associated with repairing and replacing equipment in remote locations;

• repudiation, modification or renegotiation of contracts;

• limitations on insurance coverage, such as war risk coverage in certain areas;

• import-export quotas;

• confiscatory taxation;

• work stoppages;

• unexpected changes in regulatory requirements;

• wage and price controls;

• imposition of trade barriers;

• imposition or changes in enforcement of local content laws;

• restrictions on currency or capital repatriations;

• currency fluctuations and devaluations; and

• other forms of government regulation and economic conditions that are beyond our control.

Our financial condition and results of operations could be susceptible to adverse events beyond our control that may occur in the particular countries or regions in which we are active. Additionally, we may experience currency exchange losses where, at some future date, revenues are received and expenses are paid in nonconvertible currencies or where we do not hedge exposure to a foreign currency. We may also incur losses as a result of an inability to collect revenues because of a shortage of convertible currency available in the country of operation, controls over currency exchange or controls over the repatriation of income or capital.

Many governments favor or effectively require that drilling contracts be awarded to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. These practices may result in inefficiencies or put us at a disadvantage when bidding for contracts against local competitors.

Our offshore contract drilling operations are subject to various laws and regulations in countries in which we operate, including laws and regulations relating to the equipment and operation of drilling units, currency conversions and repatriation, oil and natural gas exploration and development, taxation of offshore earnings and earnings of expatriate personnel, the use of local employees and suppliers by foreign contractors and duties on the importation and exportation of drilling units and other equipment. Governments in some foreign countries have become increasingly active in regulating and controlling the ownership of concessions and companies holding concessions, the exploration for oil and natural gas and other aspects of the oil and natural gas industries in their countries. In some areas of the world, this governmental activity has adversely affected the amount of exploration and development work done by major oil and natural gas companies and may continue to do so. Operations in less developed countries can be subject to legal systems which are not as mature or predictable as those in more developed countries, which can lead to greater uncertainty in legal matters and proceedings.

Our business is subject to numerous governmental laws and regulations, including those that may impose significant costs and liability on us for environmental and natural resource damages.

Many aspects of our operations are affected by governmental laws and regulations that may relate directly or indirectly to the contract drilling industry, including those requiring us to control the discharge of oil and other

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contaminants into the environment or otherwise relating to environmental protection. Countries where we currently operate have environmental laws and regulations covering the discharge of oil and other contaminants and protection of the environment in connection with operations. Additionally, our operations and activities in the United States and its territorial waters are subject to numerous environmental laws and regulations, including the Clean Water Act, the OPA, the Outer Continental Shelf Lands Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Clean Air Act, the Resource Conservation and Recovery Act and MARPOL. Failure to comply with these laws and regulations may result in the assessment of administrative, civil and criminal penalties, the imposition of remedial obligations, the denial or revocation of permits or other authorizations and the issuance of injunctions that may limit or prohibit our operations.

Laws and regulations protecting the environment have become more stringent in recent years and may in certain circumstances impose strict liability, rendering us liable for environmental and natural resource damages without regard to negligence or fault on our part. These laws and regulations may expose us to liability for the conduct of, or conditions caused by, others or for acts that were in compliance with all applicable laws at the time the acts were performed. The application of these requirements, the modification of existing laws or regulations or the adoption of new laws or regulations relating to exploratory or development drilling for oil and natural gas could materially limit future contract drilling opportunities or materially increase our costs. In addition, we may be required to make significant capital expenditures to comply with such laws and regulations.

In addition, some financial institutions are imposing, as a condition to financing, requirements to comply with additional non-governmental environmental and social standards in connection with operations outside the United States, such as the Equator Principles, a credit risk management framework for determining, assessing and managing environmental and social risk in project finance transactions. Such additional standards could impose significant new costs on us, which may materially and adversely affect us.

Changes in U.S. federal laws and regulations, or in those of other jurisdictions where we operate, including those that may impose significant costs and liability on us for environmental and natural resource damages, may adversely affect our operations.

If the U.S. government amends or enacts new federal laws or regulations, our potential exposure to liability for operations and activities in the United States and its territorial waters may increase. Although the Oil Pollution Act of 1990 provides federal caps on liability for pollution or contamination, future laws and regulations may increase our liability for pollution or contamination resulting from any operations and activities we may have in the United States and its territorial waters including punitive damages and administrative, civil and criminal penalties. Additionally, other jurisdictions where we operate have modified, or may in the future modify, their laws and regulations in a manner that would increase our liability for pollution and other environmental damage.

New technology and/or products may cause us to become less competitive.

The offshore contract drilling industry is subject to the introduction of new drilling techniques and services using new technologies, some of which may be subject to patent protection. As competitors and others use or develop new technologies, we may be placed at a competitive disadvantage. Further, we may face competitive pressure to implement or acquire certain new technologies at a substantial cost. Some of our competitors have greater financial, technical and personnel resources that may allow them to access technological advantages and implement new technologies before we can. We cannot be certain that we will be able to implement new technology or products on a timely basis or at an acceptable cost. Thus, our inability to effectively use and implement new and emerging technology may have a material and adverse effect on our financial condition and results of operations.

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Our financial condition may be adversely affected if we are unable to identify and complete future acquisitions, fail to successfully integrate acquired assets or businesses we acquire, or are unable to obtain financing for acquisitions on acceptable terms.

The acquisition of assets or businesses that we believe to be complementary to our drilling operations is an important component of our business strategy. We believe that acquisition opportunities may arise from time to time, and that any such acquisition could be significant. At any given time, discussions with one or more potential sellers may be at different stages. However, any such discussions may not result in the consummation of an acquisition transaction, and we may not be able to identify or complete any acquisitions. We cannot predict the effect, if any, that any announcement or consummation of an acquisition would have on the trading price of our securities. Our business is capital intensive and any such transactions could involve the payment by us of a substantial amount of cash. We may need to raise additional capital through public or private debt or equity financings to execute our growth strategy and to fund acquisitions. Adequate sources of capital may not be available when needed on favorable terms. If we raise additional capital by issuing additional equity securities, existing shareholders may be diluted. If our capital resources are insufficient at any time in the future, we may be unable to fund acquisitions, take advantage of business opportunities or respond to competitive pressures, any of which could harm our business.

Any future acquisitions could present a number of risks, including:

• the risk of using management time and resources to pursue acquisitions that are not successfully completed;

• the risk of incorrect assumptions regarding the future results of acquired operations;

• the risk of failing to integrate the operations or management of any acquired operations or assets successfully and timely; and

• the risk of diversion of management’s attention from existing operations or other priorities.

If we are unsuccessful in completing acquisitions of other operations or assets, our financial condition could be adversely affected and we may be unable to implement an important component of our business strategy successfully. In addition, if we are unsuccessful in integrating our acquisitions in a timely and cost-effective manner, our financial condition and results of operations could be adversely affected.

Operating and maintenance costs will not necessarily fluctuate in proportion to changes in operating revenues.

We do not expect operating and maintenance costs to necessarily fluctuate in proportion to changes in operating revenues. Operating revenues may fluctuate as a function of changes in dayrates. However, costs for operating a drilling unit are generally fixed or only semi-variable regardless of the dayrate being earned. In addition, should the drilling units incur idle time between contracts, we would typically maintain the crew to prepare the drilling unit for its next contract and would not reduce costs to correspond to the decrease in revenue. During times of moderate activity, reductions in costs may not be immediate as the crew may be required to prepare the drilling units for stacking, after which time the crew will be reduced to a level necessary to maintain the drilling unit in working condition with the extra crew members assigned to active drilling units or dismissed. In addition, as drilling units are mobilized from one geographic location to another, the labor and other operating and maintenance costs can vary significantly. Equipment maintenance expenses fluctuate depending upon the type of activity the drilling unit is performing and the age and condition of the equipment. Contract preparation expenses vary based on the scope and length of contract preparation required and the duration of the firm contractual period over which such expenditures are amortized.

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The loss of some of our key executive officers and employees could negatively impact our business prospects.

Our future operational performance depends to a significant degree upon the continued service of key members of our management as well as marketing, sales and operations personnel. The loss of one or more of our key personnel could have a material adverse effect on our business. We believe our future success will also depend in large part upon our ability to attract, retain and further motivate highly skilled management, marketing, sales and operations personnel. We may experience intense competition for personnel, and we cannot assure you that we will be able to retain key employees or that we will be successful in attracting, assimilating and retaining personnel in the future.

Failure to employ a sufficient number of skilled workers or an increase in labor costs could hurt our operations.

We require skilled personnel to operate and provide technical services to, and support for, our drilling units. In periods of increasing activity and when the number of operating units in our areas of operation increases, either because of new construction, re-activation of idle units or the mobilization of units into the region, shortages of qualified personnel could arise, creating upward pressure on wages and difficulty in staffing. The shortages of qualified personnel or the inability to obtain and retain qualified personnel also could negatively affect the quality and timeliness of our work. In addition, our ability to expand operations depends in part upon our ability to increase the size of the skilled labor force.

Consolidation of suppliers may increase the cost of obtaining supplies, which may have a material adverse effect on our results of operations and financial condition.

We rely on certain third parties to provide supplies and services necessary for our offshore drilling operations, including, but not limited to, drilling equipment suppliers, catering and machinery suppliers. Recent mergers have reduced the number of available suppliers, resulting in fewer alternatives for sourcing key supplies. Such consolidation, combined with a high volume of drilling units under construction, may result in a shortage of supplies and services thereby increasing the cost of supplies and/or potentially inhibiting the ability of suppliers to deliver on time, or at all. These cost increases, delays or unavailability could have a material adverse effect on our results of operations and result in drilling unit downtime, and delays in the repair and maintenance of our drilling units.

Because the issuer does not have any independent officers, it will rely upon officers and affiliates of parent to identify and evaluate its prospective drilling contracts.

The issuer does not have any employees and will rely entirely on parent’s employees to manage its business and operate its assets. The parent and its affiliates are not obligated to present issuer with potential drilling contracts and are not restricted from competing with the issuer for potential contracts or other future assets not securing the notes. Because parent controls the issuer and all of the other guarantors, the issuer will not be able to pursue or enter into any contract unless parent causes it to do so.

While we believe that we currently have adequate internal control procedures in place, we are still exposed to potential risks from the requirement that we evaluate our internal controls under Section 404 of the Sarbanes-Oxley Act of 2002.

We have evaluated our internal controls systems in order to allow management to report on, and our independent registered public accounting firm to attest to, our internal controls, as required by Section 404 of the Sarbanes-Oxley Act. We have performed the system and process evaluation and testing required to comply with the management certification requirements of, and preparing for the auditor attestation under, Section 404. As a result, we have incurred additional expenses and a diversion of management’s time. While we have been able to

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fully implement the requirements relating to internal controls and all other aspects of Section 404 in a timely fashion, we cannot be certain that our internal control over financial reporting will be adequate in the future to ensure compliance with the requirements of the Sarbanes-Oxley Act or the Foreign Corrupt Practices Act. If we are not able to maintain adequate internal control over financial reporting, we may be susceptible to sanctions or investigation by regulatory authorities, such as the SEC. Any such action could adversely affect our financial results and the market price of our securities.

Changes in tax laws, treaties or regulations, effective tax rates or adverse outcomes resulting from examination of our tax returns could adversely affect our financial results.

Our future effective tax rates could be adversely affected by changes in tax laws, treaties and regulations, both internationally and domestically. Tax laws, treaties and regulations are highly complex and subject to interpretation. We are subject to changing tax laws, treaties and regulations in and between the countries in which we operate. Our income tax expense is based upon the interpretation of the tax laws in effect in various countries at the time that the expense was incurred. A change in these tax laws, treaties or regulations, or in the interpretation thereof, could result in a materially higher tax expense or a higher effective tax rate on our worldwide earnings. If any country successfully challenges our income tax filings based on our structure or the presence of our operations there, or if we otherwise lose a material dispute, our effective tax rate on worldwide earnings could increase substantially and our financial results could be materially adversely affected.

We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws.

The U.S. Foreign Corrupt Practices Act, or the FCPA, and similar worldwide anti-bribery laws generally prohibit companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or retaining business. Our policies mandate compliance with these laws. We operate in many parts of the world that have experienced governmental corruption to some degree and, in certain circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices. Despite our extensive training and compliance program, we cannot assure you that our internal control policies and procedures will always protect us from improper acts committed by our employees or agents. Violations of these laws, or allegations of such violations, could disrupt our business and result in a material adverse effect on our business and operations. We may be subject to competitive disadvantages to the extent that our competitors are able to secure business, licenses or other preferential treatment by making payments to government officials and others in positions of influence or using other methods that U.S. laws and regulations prohibit us from using.

In order to effectively compete in some foreign jurisdictions, we utilize local agents and seek to establish joint ventures with local operators or strategic partners. Although we have procedures and controls in place to monitor internal and external compliance, if we are found to be liable for FCPA violations (either due to our own acts or omissions, or due to the acts or omissions of others, including actions taken by our agents and our strategic or local partners, even though our agents and partners may not be subject to the FCPA), we could suffer from civil and criminal penalties or other sanctions, which could have a material adverse effect on our business, financial position, results of operations and cash flows.

We face various risks in our relationship with F3 Capital and Hsin-Chi Su, its owner.

As of December 31, 2012, on a fully diluted basis, F3 Capital owned approximately 33.9% of our issued and outstanding ordinary shares, including shares issuable upon exercise of outstanding warrants. Through his ownership of F3 Capital, Hsin-Chi Su, a former director of the Company, has significant influence over all matters upon which shareholders may vote, including the election of our directors. The interests of F3 Capital and Mr. Su, on the one hand, and our shareholders, on the other hand, may differ, and neither F3 Capital nor Mr. Su is under any fiduciary duty to consider the interests of our company or our shareholders. In fact, F3 Capital and Mr. Su may take action, including causing a change of control of us, that they perceive benefits themselves and that may be detrimental to our other shareholders, our debt holders and, as a result, our employees as well.

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We have entered into various agreements with F3 Capital and its affiliates that are publicly available and filed with the SEC. In addition, F3 Capital nominated four members of our board of directors. Because F3 Capital is our largest shareholder, our relationship could create, or appear to create, conflicts of interest, including when our board of directors is faced with decisions that could have different implications for us and F3 Capital or its affiliates. The appearance of such conflicts, even if such conflicts do not materialize, might adversely affect the public’s perception of us, the price of our securities as well as our relationship with other companies and our ability to enter into new relationships in the future, which may have a material adverse effect on our ability to do business.

On August 21, 2012, we filed a lawsuit against Mr. Su which is currently pending in the United States District Court for the Southern District of Texas. The complaint asserts breach of fiduciary duties, fraud, fraudulent inducement, negligent misrepresentation, and unjust enrichment and seeks to recover actual and punitive damages as well as other relief, in each case, relating to our past transactions with Mr. Su and F3 Capital, including our joint venture with Mandarin Drilling Corporation, an entity formerly owned and controlled by Mr. Su, our acquisition of thePlatinum Explorer from Mandarin Drilling Corporation and the financing thereof, and our acquisition of theTitanium Explorer. As of the date of this prospectus, Mr. Su has not filed a response or answer to the lawsuit. We can provide no assurance as to the outcome of this legal action. F3 Capital and Mr. Su could bring legal actions against us to preserve their own interests or make arguments that their interests have somehow been damaged by us, among other things. The fact that we have sued Mr. Su may motivate F3 Capital or Mr. Su to take additional actions or positions that negatively impact the interests of other shareholders or employees, including but not limited to voting against our existing board of directors when they stand for re-election. Finally, even if we prevail in any of these legal proceedings, we may not be able to collect any amounts or damages and these legal proceedings could result in the incurrence of significant legal and related expenses. Our ability to collect damages or recover legal and related expenses may be limited by several factors in addition to the outcome of the litigation, including but not limited to our ability to enforce any such awards in the various jurisdictions where F3 Capital and Mr. Su maintain assets. These risks and the perception of them could adversely impact our business, financial condition and results of operations and the price of our securities.

Risks Related to Our Indebtedness and the Exchange Notes

Our substantial indebtedness could adversely affect our financial health and prevent parent, the issuer and the other guarantors from fulfilling obligations under the notes and the guarantees.

At December 31, 2012, after giving effect to this offering and the other Transactions, including the application of the proceeds of the offering and the new term loan described above under “Use of Proceeds,” parent and its subsidiaries, on a consolidated basis, would have had outstanding approximately $2.8 billion of senior indebtedness, $2.7 billion of which would have been senior secured first-priority indebtedness and would have had $200.0 million of available borrowing capacity under our new revolving credit agreement. Subject to the restrictions in the indenture governing the notes, we may incur additional indebtedness. Our high level of indebtedness could have important consequences for an investment in us and significant effects on our business. For example, our level of indebtedness and the terms of our debt agreements may:

• make it more difficult for us to satisfy our financial obligations under our indebtedness and our contractual and commercial commitments and increase the risk that we may default on our debt obligations;

• prevent us from raising the funds necessary to repurchase notes tendered to us if there is a change of control, which would constitute a default under the indenture governing the notes;

• require us to use a substantial portion of our cash flow from operations to pay interest and principal on the notes and other debt, which would reduce the funds available for working capital, capital expenditures and other general corporate purposes;

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• limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions and other investments, or general corporate purposes, which may limit our ability to execute our business strategy;

• heighten our vulnerability to downturns in our business, our industry or in the general economy and restrict us from exploiting business opportunities or making acquisitions;

• place us at a competitive disadvantage compared to those of our competitors that may have proportionately less debt;

• limit management’s discretion in operating our business;

• limit our flexibility in planning for, or reacting to, changes in our business, the industry in which we operate or the general economy; and

• result in higher interest expense if interest rates increase and we have outstanding floating rate borrowings.

Each of these factors may have a material and adverse effect on our financial condition and viability. Our ability to satisfy our other debt obligations will depend on our future operating performance, which will be affected by prevailing economic conditions and financial, business and other factors affecting our company and industry, many of which are beyond our control.

The parent and the issuer may still be able to incur substantially more debt after the issuance of the notes. This could exacerbate the risks associated with their substantial leverage.

Even with our existing level of debt, we and our subsidiaries may be able to incur substantial amounts of additional secured and unsecured indebtedness in the future, including debt under future credit facilities, some or all of which may be secured on a first priority basis with the notes, the note guarantees and the other pari passu obligations. As a result, any such debt could be secured by assets that secure the notes, the note guarantees and the other pari passu obligations which could dilute the value of the collateral securing the notes, the note guarantees and the other pari passu obligations or could be secured by assets of a subsidiary of parent that is not a guarantor of the notes which would be effectively senior to the notes to the extent of the value of the assets securing any such debt. As of the date of this prospectus, we would have the ability to incur additional indebtedness under the indenture for the notes. Although the terms of the notes, the notes guarantees and the other pari passu obligations will limit our ability to incur additional debt, these terms do not and will not prohibit us from incurring substantial amounts of additional debt for specific purposes or under certain circumstances. In addition, the indenture governing the notes will allow us to issue additional notes under certain circumstances, which additional notes will also be guaranteed by the guarantors and will share in the collateral that will secure the notes, the note guarantees and the other pari passu obligations. We may also incur other additional indebtedness secured by liens that rank equal to those securing the notes, the note guarantees and the other pari passu obligations in which case, the holders of that debt will be entitled to share equally with the holders of the notes, the note guarantees and the other pari passu obligations in any proceeds distributed in connection with our winding up, insolvency, liquidation, reorganization or dissolution. If new debt is added to our and our subsidiaries’ current debt levels, the related risks that we and they now face could intensify and could further exacerbate the risks associated with our substantial leverage.

Parent, the issuer and the other guarantors may not be able to generate sufficient cash flow to meet their debt service and other obligations, including the notes and guarantees and other pari passu obligations due to events beyond their control.

The ability of parent, the issuer and the other guarantors to generate cash flows from operations and to make scheduled payments on or refinance their indebtedness, including the notes, and to fund working capital needs and planned capital expenditures will depend on the ability of parent’s subsidiaries, including the issuer, to

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generate cash in the future. The future financial performance of parent and its subsidiaries will be affected by a range of economic, financial, competitive, business and other factors that they cannot control, such as general economic and financial conditions in their industry, the economy generally or other risks summarized here. A significant reduction in operating cash flows could increase the need for additional or alternative sources of liquidity, including borrowings under our new revolving credit agreement. A significant reduction in operating cash flows or our inability to identify or access additional or alternative sources of liquidity, including if we do not enter into our new revolving credit agreement, could have a material adverse effect on the business, financial condition, results of operations, prospects and the ability to service the debt and other obligations of parent, the issuer and the guarantors, including the notes, the other pari passu obligations, the F3 Capital Note and our convertible notes. If parent or the issuer is unable to service their debt or to fund their other liquidity needs, we may be forced to adopt an alternative strategy that may include actions such as reducing or delaying capital expenditures, selling assets, restructuring or refinancing our indebtedness, seeking additional capital, or any combination of the foregoing. If parent, the issuer or any other subsidiary raises additional debt, it would increase interest expense, leverage and operating and financial costs. None of parent, the issuer nor any other subsidiary can assure you that we will be able to enter into our new revolving credit agreement or that any of these alternative strategies could be effected on satisfactory terms, if at all, or that they would yield sufficient funds to make required payments on the notes and other indebtedness of parent, the issuer or any such subsidiaries or to fund their other liquidity needs. Reducing or delaying capital expenditures or selling assets could delay future cash flows. In addition, the terms of existing or future debt agreements, including the indenture governing the notes, may restrict us from adopting any of these alternatives.

The failure to generate sufficient cash flow or to achieve any of these alternatives could significantly adversely affect the value of the notes and the ability of parent, the issuer and the guarantors to pay amounts due under the notes and the guarantees. If for any reason parent, the issuer or any other subsidiary is unable to meet their debt service and repayment obligations, including under the notes, parent, the issuer or any such subsidiaries, as applicable, would be in default under the terms of the agreements governing their indebtedness, which would allow creditors at that time to declare all outstanding indebtedness to be due and payable. This would likely in turn trigger cross-acceleration or cross-default rights between their applicable debt agreements. Under these circumstances, lenders could compel parent, the issuer or any such subsidiaries, as applicable, to apply all of their available cash to repay borrowings or they could prevent parent, the issuer or any such subsidiaries from making payments on the notes. In addition, these lenders could then seek to foreclose on the assets of parent, the issuer or any such subsidiaries to the extent such assets are collateral for the borrowings. If the amounts outstanding under existing and future debt agreements of parent, the issuer or any other subsidiary, including the other pari passu obligations were to be accelerated, or were the subject of foreclosure actions, none of parent, the issuer or any other guarantor can assure you that their assets would be sufficient to repay in full the money owed to the lenders or to their other debt holders, including you as a noteholder.

The parent and the issuer are holding companies and are dependent upon cash flow from subsidiaries to meet their obligations.

The parent and the issuer currently conduct their operations through, most of their assets are owned by, and their operating income and cash flow are generated by, their subsidiaries. As a result, cash from their subsidiaries is the principal source of funds necessary to meet their obligations under the notes and any future debt service obligations. Contractual provisions or laws, as well as their subsidiaries’ financial condition and operating requirements, may limit their ability to obtain cash from subsidiaries that they require to meet their debt service obligations, including payments on the notes. Applicable tax laws may also subject such payments to them by their subsidiaries to further taxation.

The inability to transfer cash from their subsidiaries may mean that, even though they may have sufficient resources on a consolidated basis to meet their obligations they may not be permitted to make the necessary transfers from their subsidiaries to meet such obligations.

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The new term loan and the indenture governing the notes will impose, and the existing term loan and the indenture governing the 2019 notes imposes, significant operating and financial restrictions on parent and the issuer that may prevent parent and the issuer from capitalizing on business opportunities and restrict their ability to take some actions.

The new term loan and the indenture governing the notes contain, and the existing term loan and the indenture governing the 2019 notes contain, covenants that restrict the ability of parent and the issuer to take various actions, such as:

• paying dividends, redeeming subordinated indebtedness or making other restricted payments;

• incurring or guaranteeing additional indebtedness or, with respect to restricted subsidiaries or any other subsidiary guarantor, issuing preferred stock;

• creating or incurring liens;

• incurring dividend or other payment restrictions affecting restricted subsidiaries;

• consummating a merger, consolidation or sale of all or substantially all their assets;

• entering into transactions with affiliates;

• transferring or selling assets;

• engaging in business other than our current business and reasonably related extensions thereof;

• issuing capital stock of certain subsidiaries; and

• taking or omitting to take any actions that would adversely affect or impair in any material respect the collateral securing our indebtedness.

The parent and the issuer may also be prevented from taking advantage of business opportunities that arise because of failure to meet certain ratios or because of the limitations imposed on them by the restrictive covenants under the new term loan, the existing term loan and the indentures governing the notes and the 2019 notes. In addition, the restrictions contained in the new term loan, the existing term loan and the indentures governing the notes and the 2019 notes may also limit the ability of parent and the issuer to plan for or react to market conditions, meet capital needs or otherwise restrict their activities or business plans and adversely affect their ability to finance their operations, enter into acquisitions, execute their business strategy, effectively compete with companies that are not similarly restricted or engage in other business activities that would be in the interest of parent and the issuer. Parent and the issuer will also be subject to additional restrictions in the instruments and agreements governing the other pari passu obligations and in the future, may also incur additional debt obligations that might subject them to additional and different restrictive covenants that could further affect their financial and operational flexibility. Parent and the issuer cannot assure you that they will be granted waivers or amendments to these agreements if for any reason they are unable to comply with these agreements, or that they will be able to refinance their debt on acceptable terms or at all.

The ability of parent and the issuer to comply with these covenants will likely be affected by events beyond their control, and neither parent nor the issuer can assure you that they will satisfy those requirements. A breach of any of these provisions could result in a default under the existing and future debt agreements of parent or the issuer, including the indentures governing the notes and the 2019 notes, the new term loan, the existing term loan or the new revolving credit agreement, which could allow all amounts outstanding thereunder to be declared immediately due and payable. This would likely in turn trigger cross-acceleration and cross-default rights under the indentures governing the notes and the 2019 notes, the new term loan, the existing term loan, the new revolving credit agreement and the terms of our other indebtedness outstanding at such time. If the amounts outstanding in respect of the notes, the note guarantees and the other pari passu obligations or any other indebtedness outstanding at such time, were to be accelerated or were the subject of foreclosure actions, neither parent nor the issuer can assure you that their assets would be sufficient to repay in full the money owed to the lenders or to other debt holders, particularly because some of the assets of parent, the issuer and the guarantors will be excluded from the collateral securing the notes.

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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 as required by the indenture.

Upon the occurrence of a change of control (as defined in the indenture governing the notes), the issuer will be required to offer to repurchase all of the outstanding notes at a price equal to 101% of the aggregate principal amount of the notes repurchased, plus accrued and unpaid interest and additional interest, if any, up to, but not including the date of repurchase. In connection with certain asset sales, we will be required to offer to repurchase the notes at a price equal to 100% of the principal amount, plus accrued and unpaid interest and additional interest, if any, up to but not including the date of repurchase. In addition, in 2015 and 2017 we may be required to repurchase our convertible notes at the holders’ option and following a termination of trading event with respect to our ordinary shares, we will be required to offer to repurchase our convertible notes. The issuer may not have sufficient funds available to repurchase all of the notes and convertible notes tendered pursuant to any such offer and any other debt that would become payable upon a change of control or in connection with any asset sale offer, including under the instruments and agreements governing the other pari passu obligations. Any of the instruments and agreements governing the pari passu obligations or any other future debt agreements of parent or the issuer may also limit their ability to repurchase the notes until all such debt is paid in full. If the issuer fails to purchase the notes, it would be a default under the indenture governing the notes and the convertible notes indenture, which would in turn likely trigger a default under the instruments and agreements governing the other pari passu obligations and any future debt agreements. In addition, the occurrence of a change of control may also constitute an event of default under our existing and any future debt agreements. In that event, parent or the issuer would need to cure or refinance the applicable debt agreements before making an offer to purchase. Moreover, the issuer and parent anticipate that the existing or any future credit facility may restrict, and any future indebtedness they incur may restrict, the ability of the issuer to repurchase the notes and repurchase or repay other pari passu obligations, including following a change of control. The issuer and parent may be unable to repay all of that indebtedness or obtain a waiver of that type. Any requirement to offer to repurchase outstanding notes or to repurchase or repay other pari passu obligations may therefore require the issuer and parent to refinance other outstanding debt, which may not be able to be done on commercially reasonable terms, if at all. These repurchase requirements may also delay or make it more difficult for others to obtain control of the issuer and parent.

Certain important corporate events, such as takeovers, recapitalizations, restructurings, mergers or similar transactions, may not constitute a change of control under the indenture governing the notes and thus would not permit the holders of the notes to require the issuer to repurchase the notes. In addition, the definition of change of control includes a phrase relating to the sale or other transfer of “all or substantially all” of the properties or assets of parent, the issuer and the restricted subsidiaries, taken as a whole, or issuer and the restricted subsidiaries, taken as a whole. There is no precise definition of this phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty in ascertaining whether a particular transaction would involve a disposition of “all or substantially all” of the assets of parent, the issuer and the restricted subsidiaries, taken as a whole, or the issuer and the restricted subsidiaries, taken as a whole, and therefore it may be unclear as to whether a change of control has occurred and whether the holders of the notes have the right to require the issuer to repurchase such notes.

Additionally, the exercise by the holders of notes and the lenders or holders of other pari passu obligations of their right to require the issuer to repurchase the notes or to repurchase or repay other pari passu obligations upon an asset sale could cause a default under the instruments and agreements governing the other pari passu obligations and any future debt agreements if the issuer is then prohibited by the terms of the applicable debt agreements from making the asset sale offer under any such instruments or agreements. In the event an asset sale occurs at a time when the issuer is prohibited from purchasing notes or repurchasing or repaying any other pari passu obligations, the issuer could seek the consent of its other applicable investors or lenders to the purchase of notes or the repurchase or repayment of any other pari passu obligations or could attempt to refinance the borrowings that contain such prohibition. If the issuer does not obtain a consent or repurchase or repay those borrowings, the issuer will remain prohibited from purchasing notes or repurchasing or repaying any other pari

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passu obligations. In that case, the issuer’s failure to purchase tendered notes or to repurchase or repay other pari passu obligations would constitute an event of default under the indenture, and the instruments and agreements governing the other pari passu obligations, as applicable, which would, in turn, likely constitute a default under the other indebtedness of the issuer and parent.

As of the issue date of the notes, not all of parent’s subsidiaries will be restricted subsidiaries or guarantors of the notes, and parent and non-restricted subsidiary guarantors will not be subject to all of the covenants of the indenture.

As of the issue date of the notes, not all of parent’s subsidiaries will be restricted subsidiaries under the indenture governing the notes and will not be guarantors of the notes, which means that these excluded parent subsidiaries will not be subject to the restrictive covenants and other provisions of the indenture and the collateral agreements. In addition, although parent and certain of its subsidiaries that are guarantors but not restricted subsidiaries will provide a guarantee of the notes, they will only be subject to some covenants and other provisions of the indenture. For example, parent will not be subject to the restricted payments and asset sales covenants. One consequence of this structure is that parent, the non-restricted guarantors and excluded parent subsidiaries may engage in transactions that increase their credit risk. For example, parent could invest in entities and/or create new excluded parent subsidiaries to construct or purchase drillships or jackup rigs, such as parent had with theTungsten Explorer and that parent currently has with respect to the Palladium Explorer, or have such subsidiaries finance the purchase of construction of drillships or jackup rigs with debt, equity or equity linked securities. The parent may also engage in certain transactions otherwise limited by the indenture and, as a result, parent’s guarantee would not be as strong as it otherwise would be absent such transactions. In addition, in the event of a liquidation, insolvency, bankruptcy or foreclosure relating to these excluded parent subsidiaries, the holders of the notes may only have recourse to the assets of these companies by virtue of parent’s guarantee and parent’s ownership of the equity of these companies, which means the holders of the notes will be effectively or structurally subordinated to holders of debt and other senior ranking instruments of these companies. As a result, holders of notes will only be able to look to the issuer, the restricted subsidiaries and any other subsidiary guarantors, as supported by parent’s guarantee, as the credit structure supporting the notes.

If the notes are rated investment grade at any time by both Standard & Poor’s and Moody’s and no default has occurred and is continuing under the indenture, certain covenants contained in the indenture will be suspended, and the holders of the notes will lose the protection of these covenants.

The indenture governing the notes contains certain covenants that will be suspended and cease to have any effect from and after the first date when the notes are rated investment grade by both Standard & Poor’s and Moody’s. See “Description of Notes—Certain Covenants.” These covenants restrict, among other things, our ability to incur additional debt, make certain payments, pay dividends, sell certain assets and enter into certain types of transactions. Because these restrictions would not apply to the notes at any time the notes are rated investment grade, the holders of the notes would not be able to prevent us from, among other things, incurring substantial additional debt. If after these covenants are suspended, Standard & Poor’s or Moody’s were to downgrade their ratings of the notes to a non-investment grade level, the covenants would be reinstated and the holders of the notes would again have the protection of these covenants. However, any indebtedness incurred or other transactions entered into during such time as the notes were rated investment grade would be permitted to remain in effect.

There may not be sufficient collateral to pay all or any portion of the notes, including because the other holders of pari passu obligations will have pari passu liens on the collateral securing the notes and the other pari passu obligations.

The pari passu obligations, including certain other secured indebtedness that we may incur in the future, are and will be secured pursuant to the terms of the amended intercreditor agreement by pari passu first priority liens on theEmerald Driller, theSapphire Driller, theTopaz Driller, theAquamarine Driller, thePlatinum Explorer,

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theTitanium Explorer and, upon delivery, theTungsten Explorer, and by certain other of the issuer’s and the guarantors’ (other than parent’s) assets, subject to certain exceptions (including the exclusion of a pledge over any of our foreign accounts following repayment or repurchase of the 2019 notes), permitted liens and the amended intercreditor agreement and by a pledge of stock of the issuer and the guarantors (other than parent), to be shared on a pari passu basis amongst the holders of our pari passu obligations, including the notes. Pursuant to the terms of the indenture, the Issuer and the Restricted Subsidiaries may sell assets, including vessels or minority interests in vessels, so long as such sales comply with the “Asset Sale” covenant, the “Merger, Consolidation; Sale of Assets” covenant or any other applicable provision of the indenture. Upon any such sale, all or a portion of the interest in any asset sold may no longer constitute collateral. Although we may seek to reinvest proceeds from any asset sales, any assets in which we reinvest may not be as profitable to us as the assets sold.

Neither parent nor the issuer can assure you that the value of the collateral securing the notes, the note guarantees and the other pari passu obligations would be sufficient to pay any amounts due under the notes, the note guarantees or any other pari passu obligations, after payment in full of obligations under the new revolving credit agreement, if they were to be accelerated. We have not prepared a valuation or appraisal of the assets constituting the collateral. The value of the collateral at any time will depend on market and other economic conditions, including the availability of suitable buyers for the collateral and the practical ability to foreclose on any such collateral would likely be costly. By its nature, some of the collateral may be illiquid and may have no readily ascertainable market value. The value of the assets pledged as collateral for the notes could be impaired in the future as a result of changing economic conditions, competition or other future trends. In addition, the collateral securing the notes and note guarantees is subject to the pari passu liens securing the other pari passu obligations, as permitted under the terms of the indenture and the amended intercreditor agreement (and subject to the amended intercreditor agreement, certain debt may rank senior in right of payment to the notes in some respects) whether arising on or after the date the notes were issued; therefore, the collateral securing the notes and the guarantees (but not always the proceeds thereof) will be shared on a pari passu basis with the holders of the other pari passu obligations and other future debt, and such third parties may have rights and remedies with respect to the collateral subject to such liens that, if exercised, could adversely affect the value of the collateral.

With respect to some of the collateral securing the notes and the guarantees, the collateral agent’s security interest and ability to foreclose on the collateral will also be limited by the need to meet certain requirements, such as obtaining third party consents, paying court fees that may be based on the principal amount of the pari passu obligations and making additional filings. If we are unable to obtain these consents, pay such fees or make these filings, the security interests may be invalid and the applicable holders and lenders will not be entitled to the collateral or any recovery with respect thereto. We cannot assure you that any such required consents, fee payments or filings can be obtained on a timely basis or at all. These requirements may limit the number of potential bidders for certain collateral in any foreclosure and may delay any sale, either of which events may have an adverse effect on the sale price of the collateral. Therefore, the practical value of realizing on the collateral may, without the appropriate consents, fees and filings, be limited.

In the event of a foreclosure, liquidation, bankruptcy or a similar proceeding, neither the issuer nor parent can assure you that the proceeds from any sale or liquidation of the collateral will be sufficient to pay the pari passu obligations, including the notes, in full or at all, together with other claims that rank senior in right of payment and have first priority security interests in the shared collateral on a pari passu basis with the pari passu obligations. If the proceeds of any sale of collateral are not sufficient to repay all amounts due on the pari passu obligations, the holders of the notes and the holders and lenders of the other pari passu obligations (to the extent not repaid from the proceeds of the sale of the collateral) would have only an unsecured claim against the remaining assets of parent and the issuer and, in the context of a bankruptcy case by or against parent and the issuer, the holders of the notes may not be entitled to receive interest payments or reasonable fees, costs or charges due under the notes, and may be required to repay any such amounts already received by such holder.

In addition, parent and the issuer may not perfect the liens on all of the collateral that is to secure the notes and the guarantees and the other pari passu obligations prior to the closing of this offering although we will enter

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into a further assurances covenant that will require us to use our commercially reasonable efforts to do so. For example, we do not expect to file the Panamanian mortgage amendments that will grant a security interest in theEmerald Driller,Sapphire Driller,Topaz Driller, orAquamarine Driller to the holders of the notes until after the issue date. Therefore, as of the issue date of the notes, the holders of the notes and the holders of other pari passu obligations will not have a perfected security interest in such vessels and as a result, there may not be sufficient collateral to pay all or any of the amounts due on the notes or any other pari passu obligations. Any claim for the difference between the amount, if any, realized by holders or lenders of the pari passu obligations from the sale of the collateral securing the pari passu obligations will rank equally in right of payment with all of our unsecured senior indebtedness and other obligations, including trade payables.

The indenture governing the notes will not require that parent and the issuer maintain the current level of collateral or maintain a specific ratio of indebtedness to asset values. Releases of collateral from the liens securing the pari passu obligations will be permitted under some circumstances and may not require the collateral to be replaced.

Under the amended intercreditor agreement, the trustee will not have the ability to direct the pari passu collateral agent to take enforcement actions in most circumstances.

Pursuant to the amended intercreditor agreement, the trustee for our existing notes initially is the sole controlling party for the purpose of directing the pari passu collateral agent to take enforcement actions relating to the common collateral. If the existing notes are paid in full, the administrative agent for our existing term loans shall become the sole controlling party for the purpose of directing the pari passu collateral agent to take enforcement actions relating to the common collateral. The trustee shall become the controlling party for purposes of taking enforcement actions relating to the common collateral only if both our existing notes and term loans are paid in full, or the notes are paid in full and the term loan administrative agent has not commenced or is not diligently pursuing enforcement actions with respect to all or a material portion of the common collateral on the date that is 180 days after the occurrence of an event of default with respect to the notes and certain other requirements are satisfied, but in each case, only if the principal amount of the notes constitute the largest outstanding principal amount of any class of obligations that are then secured by the common collateral. In addition, the credit agreement agent will also have the right to become the sole controlling party if an event of default has occurred and is continuing under the new revolving credit agreement and at least 180 consecutive days have elapsed without the existing controlling parties diligently pursuing any enforcement action (assuming that the issuer or guarantor that owns the collateral is not a debtor under an insolvency proceeding). In order to exercise this “step-in right,” the credit agreement agent needs to provide written notice that it desires to become the sole controlling party and certify that such event of default has occurred and is continuing and the obligations under the new revolving credit agreement are due and payable in full. In most circumstances, the exercise of this “step-in right” by the revolving credit agent will prevail over any similar right of the term loan agent or any other controlling party.

The collateral will be subject to casualty risks.

The parent and the issuer will be obligated under the indenture and collateral agreements governing the notes to maintain adequate insurance or otherwise insure against hazards as is customarily done by companies having assets of a similar nature in the same or similar localities. There are, however, certain losses that may be either uninsurable or not economically insurable, in whole or in part, including windstorm insurance for drilling units operating in the Gulf of Mexico. As a result, it is possible that the insurance proceeds will not compensate parent and the issuer fully for their losses. If there is a total or partial loss of any of the pledged collateral, neither parent nor the issuer can assure you that any insurance proceeds received by them or any of the guarantors will be sufficient to satisfy all of their secured obligations, including the notes.

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Rights of holders of notes in the collateral may be adversely affected by bankruptcy proceedings.

The right of the collateral agent to repossess and dispose of the collateral securing the notes and the guarantees and the other pari passu obligations upon acceleration is likely to be significantly impaired by federal bankruptcy law if bankruptcy proceedings are commenced by or against parent or the issuer prior to or possibly even after the collateral agent has repossessed and disposed of the collateral. Under the U.S. Bankruptcy Code, a secured creditor, such as the collateral agent for the holders of the notes, is prohibited from repossessing its security from a debtor in a bankruptcy case, or from disposing of security repossessed from a debtor, without bankruptcy court approval. Moreover, bankruptcy law permits the debtor to continue to retain and to use collateral, and the proceeds, products, rents or profits of the collateral, even though the debtor is in default under the applicable debt instruments, provided that the secured creditor is given “adequate protection.” The meaning of the term “adequate protection” may vary according to circumstances, but it is intended in general to protect the value of the secured creditor’s interest in the collateral and may include cash payments or the granting of additional security, if and at such time as the court in its discretion determines, for any diminution in the value of the collateral as a result of the stay of repossession or disposition or any use of the collateral by the debtor during the pendency of the bankruptcy case. In view of the broad discretionary powers of a bankruptcy court, it is impossible to predict how long payments under the notes could be delayed following commencement of a bankruptcy case, whether or when the collateral agent would repossess or dispose of the collateral, and whether or to what extent holders of the notes or holders or lenders under any other instruments or agreements governing pari passu obligations would be compensated for any delay in payment of loss of value of the collateral through the requirements of “adequate protection.” Furthermore, in the event the bankruptcy court determines that the value of the collateral is not sufficient to repay all amounts due on the notes or other pari passu obligations, the holders of the notes and holders of other pari passu obligations would have “undersecured claims” as to the difference. U.S. federal bankruptcy laws do not permit the payment or accrual of interest, costs and attorneys’ fees for “undersecured claims” during the debtor’s bankruptcy case. Additionally, the collateral agent’s ability to foreclose on the collateral on behalf of the holders of pari passu obligations may be subject to the consent of third parties, prior liens and practical problems associated with the realization of the trustee’s security interest in the collateral. Moreover, the debtor or trustee in a bankruptcy case may seek to void an alleged security interest in collateral for the benefit of the bankruptcy estate. It may successfully do so if the security interest is not properly perfected or was perfected within a specified period of time (generally 90 days) prior to the initiation of such proceeding. Under such circumstances, a creditor may hold no security interest and be treated as holding a general unsecured claim in the bankruptcy case. It is impossible to predict what recovery (if any) would be available for such an unsecured claim if the issuer or parent became a debtor in a bankruptcy case. While U.S. bankruptcy law generally invalidates provisions restricting a debtor’s ability to assume and/or assign a contract, there are exceptions to this rule which could be applicable in the event that the issuer or parent become subject to a U.S. bankruptcy proceeding.

There also can be no assurance that courts outside of the United States would recognize the U.S. bankruptcy court’s jurisdiction. Accordingly, difficulties may arise in administering a U.S. bankruptcy proceeding against the issuer or any of the guarantors with property located outside of the United States, and any orders or judgments of a bankruptcy court in the United States may not be enforceable in any foreign jurisdiction in which the issuer or any of the guarantors are organized. The rights of the collateral agent to enforce remedies may be significantly impaired by the restructuring or liquidation provisions of applicable jurisdictional bankruptcy laws, insolvency and other restructuring legislation if the benefit of such legislation is sought with respect to the issuer or parent. The risks outlined above regarding the difficulty of pursuing property that is collateral and that is located outside the United States is particularly relevant for parent, the issuer and the restricted subsidiaries since the drilling units that will serve as significant collateral for the notes and guarantees and the other pari passu obligations is often, if not usually, outside the United States. Further, the holders of the notes may receive in exchange for their claims a recovery that could be substantially less than the amounts of their claims (potentially even nothing), and any such recovery might consist of illiquid securities.

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Any future pledge of collateral may be avoidable in bankruptcy.

Any future pledge of collateral in favor of the trustee or collateral agent, including pursuant to security documents delivered after the date of the indenture governing the notes, may be avoidable by the pledgor (a debtor in possession) or by its trustee in bankruptcy if certain events or circumstances exist or occur, including, among others, if:

• the pledgor is insolvent at the time of the pledge;

• the pledge permits the holder of the notes to receive a greater recovery than if the pledge had not been given; and

• a bankruptcy proceeding in respect of the pledgor is commenced within 90 days following the pledge, or, in certain circumstances, a longer period.

A financial failure by parent, the issuer or any of parent’s other subsidiaries may result in the assets of any or all of those entities becoming subject to the claims of all creditors of those entities.

A financial failure by parent, the issuer or any of parent’s other subsidiaries could affect payment of the notes and other pari passu obligations if a bankruptcy court were to substantively consolidate parent, the issuer and some or all of parent’s other subsidiaries. If a bankruptcy court substantively consolidated parent, the issuer and some or all of parent’s other subsidiaries, the assets of each entity would become subject to the claims of creditors of all entities. Such a ruling would expose holders of notes and other pari passu obligations not only to the usual impairments arising from bankruptcy, but also to potential dilution of the amount ultimately recoverable because of the larger creditor base. Furthermore, a forced restructuring of the notes could occur through the “cramdown” provisions of the U.S. bankruptcy code. Under those provisions, the notes could be restructured over holders’ objections as to their interest rate, maturity and other general terms.

Rights of holders of notes in the collateral may be adversely affected by the failure to perfect liens on the collateral or on collateral acquired in the future.

The failure to properly perfect liens on the collateral could adversely affect the collateral agent’s ability to enforce its rights with respect to the collateral for the benefit of the holders of the notes and the other pari passu obligations. In addition, applicable law requires that certain property and rights acquired after the grant of a general security interest or lien can only be perfected at the time such property and rights are acquired and identified. There can be no assurance that the trustee or the collateral agent will monitor, or that the issuer or parent will inform the trustee or the collateral agent of, the future acquisition of property and rights that constitute collateral, and that the necessary action will be taken to properly perfect the security interest in such after-acquired collateral. The trustee and the collateral agent have no obligation to monitor the acquisition of additional property or rights that constitute collateral or the perfection of any security interests therein. Such failure may result in the loss of the practical benefits of the liens thereon or of the priority of the liens securing the notes against third parties.

If the issuer, parent or any future guarantors were to become subject to a bankruptcy proceeding after the issue date of the notes, any liens recorded or perfected after the issue date of the notes would face a greater risk of being invalidated than if they had been recorded or perfected on the issue date. If a lien is recorded or perfected after the issue date, it may be treated under bankruptcy law as if it were delivered to secure previously existing debt. In bankruptcy proceedings commenced within 90 days of lien perfection, a lien given to secure previously existing debt is materially more likely to be avoided as a preference by the bankruptcy court than if delivered and promptly recorded on the issue date of the notes. Accordingly, if the issuer, parent or any future guarantors were to file for bankruptcy after the issue date of the notes and the liens had been perfected less than 90 days before commencement of such bankruptcy proceeding, the liens securing the notes may be especially subject to challenge as a result of having been delivered after the issue date of the notes. To the extent that such challenge succeeded, you would lose the benefit of the security that the collateral was intended to provide.

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Until the issuer or the applicable guarantor takes delivery of theTungsten Explorer, which is expected in the second quarter of 2013, and the vessel is flagged, registered and mortgaged in favor of the holders of the notes and other pari passu collateral, it will not be part of the collateral. Consequently, if there is a bankruptcy, insolvency or reorganization involving the issuer and the relevant subsidiary that will own theTungsten Explorer, noteholders will not have the benefit of having theTungsten Explorer be part of the collateral. In addition, pursuant to the terms of the indenture, the applicable subsidiary that takes delivery of theTungsten Explorer will have 20 business days to become a Guarantor if such subsidiary is not a guarantor at the time of such delivery.

With respect to drilling units flagged under Panamanian law, existing ship mortgages will be amended, among other things, to cover the Notes, and the ship mortgage amendments will be recorded with the applicable Panamanian ship registry. The Panamanian recording procedure that will govern the part of the collateral that constitute Panamanian ship mortgages provides for a provisional registration of the amendments to the Panamanian ship mortgages with the Panamanian ship registry valid for a six-month period. Prior to the end of that six-month period, the amendments to the Panamanian ship mortgages must be translated into Spanish and protocolized by a Panamanian notary in order to be permanently registered with the Panamanian ship registry with a priority relation-back date to the date of the provisional registration. We are responsible for the permanent registration of the amendments to the Panamanian ship mortgages in Panama, and if we fail to complete that permanent registration within the six-month period, the security constituted by the amendments to the Panamanian ship mortgages will lapse and will no longer be valid or enforceable.

There are circumstances other than repayment or discharge of the notes under which the collateral securing the notes and guarantees will be released automatically, without holders’ consent or the consent of the trustee under the indenture governing the notes.

Under various circumstances, some of the collateral securing the notes will be released automatically, including:

• a sale, transfer or other disposal of such collateral in a transaction not prohibited under the indenture governing the notes;

• with respect to a contract unwind trigger (as such term is defined in the indenture governing the notes);

• with respect to the collateral held by a guarantor, upon the release of such guarantor from its guarantee;

• to the extent required in accordance with any intercreditor agreement; and

• to the extent we have defeased or satisfied and discharged the indenture governing the notes.

In addition, a guarantee will be automatically released in connection with a sale of such guarantor or a sale of all or substantially all of the assets of that guarantor, in each case, in a transaction not prohibited under the indenture governing the notes. The indenture governing the notes will also permit the board of directors of parent to designate one or more of our restricted subsidiaries that is a guarantor of the notes as an unrestricted subsidiary. If the board of directors of parent designates a subsidiary guarantor as an unrestricted subsidiary, all of the liens on any collateral owned by such subsidiary or any of its subsidiaries and any guarantees of the notes by such subsidiary or any of its subsidiaries will be released under the indenture governing the notes. Designations of any unrestricted subsidiary will reduce the aggregate value of the collateral securing the notes to the extent that liens on the assets of the unrestricted subsidiary and its subsidiaries are released. In addition, the creditors of the unrestricted subsidiary and its subsidiaries will have claims to the assets of the unrestricted subsidiary and its subsidiaries that are senior to any claims of the holders of notes.

Foreclosing on the collateral may be difficult.

Most or all of the collateral securing the notes, the guarantees and the other pari passu obligations will be located outside of the United States. In particular, theEmerald Driller, theSapphire Driller, theTopaz Driller,

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theAquamarine Driller, the Platinum Explorer, the Titanium Explorerand theTungsten Explorerare highly mobile and are or may be located in international waters outside the jurisdiction of any court. If the issuer defaults under the indenture or if a guarantor defaults under its guarantee, subject to limitations in the amended intercreditor agreement, the holders of a majority of the aggregate principal amount of the notes may direct the trustee to instruct the collateral agent to bring a foreclosure action against the defaulting party. We cannot assure you that the collateral or the guarantees will be located in a jurisdiction having effective or favorable foreclosure procedures and lien priorities, particularly if it is routinely in transit. Any foreclosure proceedings could be subject to lengthy delays resulting in increased custodial costs, deterioration in the condition of the collateral and substantial reduction of the value of such collateral. In addition, some jurisdictions may not provide a legal remedy for the enforcement of mortgages on the collateral.

Our vessels that are part of the collateral will be operated by us worldwide, as our business demands. Consequently, the respective laws of each jurisdiction where a vessel is actually located at the time the collateral agent may seek to enforce the ship mortgage will govern the foreclosure proceedings and distribution of proceeds. Such laws may vary significantly from jurisdiction to jurisdiction. Furthermore, all or some of those laws and procedures may be less favorable to mortgagees than those in other jurisdictions and may be less favorable than those applicable in the United States. The costs of enforcement in foreign jurisdictions, particularly if proceedings are ongoing simultaneously against vessels in different jurisdictions, can be high and can include fees based on the face amount of the mortgage(s) being enforced. Foreign court proceedings can also be slow and have unexpected procedural hurdles. Priorities accorded maritime lien claims and ship mortgages can vary in foreign jurisdictions, and some jurisdictions prefer certain local claimants (such as local suppliers of operating necessaries) to foreign claimants, such as the collateral agent or mortgagee. Consequently there are no assurances that the collateral agent will be able to enforce any one or more of the ship mortgages covering vessels that are located outside the United States.

Maritime liens may arise and take priority over the liens securing the notes.

The laws of the various jurisdictions in which theEmerald Driller, theSapphire Driller, theTopaz Driller, theAquamarine Driller, the Platinum Explorer, the Titanium Explorerand theTungsten Explorermay operate may give rise to the existence of maritime liens which may take priority over the ship mortgages and other liens securing the notes and the guarantees and the other pari passu obligations. Such liens may arise in support of, among other things, claims by unpaid ship repairers remaining in possession of such collateral, claims for salvage, claims for damage caused by a collision, claims for seamen’s wages and other employment benefits and claims for pilotage, as well as potential claims for necessary goods and services supplied to such collateral. This list should not be regarded as definitive or exhaustive, as the categories of claims giving rise to maritime liens, and the ranking of such liens, vary from one jurisdiction to another. Maritime liens can attach without any court action, notice, registration or documentation and accordingly their existence cannot necessarily be identified.

U.S. federal, state and foreign fraudulent transfer laws may permit a court to void the notes and the guarantees, subordinate claims in respect of the notes and the guarantees and require noteholders to return payments received. If this occurs, noteholders may not receive any payments on the notes.

U.S. federal, state and foreign fraudulent transfer and conveyance statutes may apply to the issuance of the notes and the incurrence of any guarantees. Under U.S. federal bankruptcy law and comparable provisions of state fraudulent transfer or conveyance laws, which may vary from state to state and be different from other applicable foreign jurisdictions, the notes or guarantees could be voided as a fraudulent transfer or conveyance if (1) the issuer or any of the guarantors, as applicable, issued the notes or incurred the guarantees with the intent of hindering, delaying or defrauding creditors or (2) the issuer or any of the guarantors, as applicable, received less than reasonably equivalent value or fair consideration in return for either issuing the notes or incurring the guarantees and, in the case of (2) only, one of the following is also true at the time thereof:

• the issuer or any of the guarantors, as applicable, were insolvent or rendered insolvent by reason of the issuance of the notes or the incurrence of the guarantees;

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• the issuance of the notes or the incurrence of the guarantees left the issuer or any of the guarantors, as applicable, with an unreasonably small amount of capital to carry on the business;

• the issuer or any of the guarantors intended to, or believed that the issuer or such guarantor would, incur debts beyond the issuer’s or such guarantor’s ability to pay such debts as they mature; or

• the issuer or any of the guarantors was a defendant in an action for money damages, or had a judgment for money damages docketed against the issuer or such guarantor if, in either case, after final judgment, the judgment is unsatisfied.

A court would likely find that the issuer or a guarantor did not receive reasonably equivalent value or fair consideration for the notes or such guarantee if the issuer or such guarantor did not substantially benefit directly or indirectly from the issuance of the notes or the applicable guarantee. As a general matter, value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or an antecedent debt is secured or satisfied. A debtor will generally not be considered to have received value in connection with a debt offering if the debtor uses the proceeds of that offering to make a dividend payment or otherwise retire or redeem equity securities issued by the debtor.

The issuer cannot be certain as to the standards a court would use to determine whether or not it or the guarantors were solvent at the relevant time or, regardless of the standard that a court uses, that the issuance of the guarantees would not be further subordinated to the other debt of the issuer or of the guarantors. Generally, however, an entity would be considered insolvent if, at the time it incurred indebtedness:

• the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all its assets;

• the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

• it could not pay its debts as they become due.

If a court were to find that the issuance of the notes or the incurrence of the guarantee was a fraudulent transfer or conveyance, the court could void the payment obligations under the notes or such guarantee or further subordinate the notes or such guarantee to presently existing and future indebtedness of the issuer or of the related guarantor, or require the holders of the notes to repay any amounts received with respect to such guarantee. In the event of a finding that a fraudulent transfer or conveyance occurred, noteholders may not receive any repayment on the notes. Further, the voidance of the notes could result in an event of default with respect to other debt of parent and its subsidiaries that could result in acceleration of such debt.

Although each guarantee entered into by a guarantor will contain a provision intended to limit that guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer, this provision may not be effective to protect those guarantees from being voided under fraudulent transfer law, or may reduce that guarantor’s obligation to an amount that effectively makes its guarantee worthless.

In addition, different or additional fraudulent conveyance laws may exist in foreign jurisdictions which could result in the liens being avoided.

If the guarantees by the subsidiary guarantors are not enforceable, the notes would be effectively subordinated to all liabilities of the subsidiary guarantors, including trade payables.

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The notes currently have no established trading market, and an active trading market may not develop for the notes, which could affect the liquidity and value of the notes and you may not be able to sell the notes readily, or at all, or at or above the price that you paid.

The notes have no established trading market. The issuer does not intend to apply for the notes to be listed on any securities exchange or to arrange for quotation on any automated dealer quotation system. The initial purchasers have advised parent and the issuer that they intend to make a market in the notes, but are not obligated to do so and may discontinue any market making in the notes at any time, in their sole discretion. Even if a registration statement becomes effective to cover the notes, parent and the issuer cannot assure you that an active trading market will develop for the notes, or if one does develop, that it will be liquid. If the notes are traded, they may trade at a discount from their initial offering price, depending on prevailing interest rates, the market for similar securities, parent’s and the issuer’s credit ratings, parent’s and the issuer’s operating performance and financial condition and other factors. If an active trading market does not develop, the market price and liquidity of the notes may be adversely affected. As a result, parent and the issuer cannot ensure you that you will be able to sell any of the notes at a particular time, at attractive prices, or at all. Thus, you may be required to bear the financial risk of your investment in the notes indefinitely.

If a trading market were to develop, future trading prices of the notes may be volatile and will depend on many factors, including:

• the operating performance and financial condition or prospects of parent and the issuer;

• the prospects for companies in the industry of parent and the issuer generally;

• the number of holders of the notes;

• prevailing interest rates;

• the interest of securities dealers in making a market for them;

• the market for similar securities and the overall securities market; and

• the ability of the issuer to complete the offer to exchange the notes.

In addition, the market for non-investment grade debt has historically been subject to disruptions that have caused substantial volatility in the prices of securities similar to the notes. Any such disruptions could adversely affect the prices at which you may sell your notes. In addition, subsequent to their initial issuance, the notes may trade at a discount from the initial offering price of the notes depending on the prevailing interest rates, the market for similar notes, our performance and other factors, many of which are beyond our control. As a result, we cannot ensure you that you will be able to sell any of the notes at a particular time, at attractive prices, or at all. Thus, you may be required to bear the financial risk of your investment in the notes indefinitely.

The trading prices for the notes and the availability, costs and terms and conditions of our debt will be directly affected by our credit rating.

The notes will be, and any of our future debt instruments may be, publicly rated by Moody’s Investors Service, Inc., or Moody’s, Standard & Poor’s Rating Services, or S&P, and other independent rating agencies. A security rating is not a recommendation to buy, sell or hold securities. These public debt ratings may affect our ability to raise debt. Any future downgrading of the notes or our debt by Moody’s and S&P or another rating agency may affect the cost and terms and conditions of our financings and could adversely affect the value and trading price of the notes.

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Because the issuer and parent and certain restricted subsidiaries and guarantors 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.

Parent, the issuer and certain restricted subsidiaries and guarantors are exempted companies incorporated with limited liability under the laws of the Cayman Islands, and substantially all of their assets are located outside the United States. In addition, most of parent’s, the issuer’s and such restricted subsidiaries’ and guarantors’ directors and executive officers are nationals or residents of jurisdictions other than the United States and all or a substantial portion of their assets may be located outside the United States. Further, enforcement of the note guarantees issued and the collateral pledged may be subject to certain limitations under Cayman Islands law and the laws of various other foreign jurisdictions. As a result, it may be difficult for holders of notes to effect service of process within the United States upon non-U.S. directors or executive officers, or enforce judgments obtained in the U.S. courts against non-U.S. directors or executive officers.

The corporate affairs of parent, the issuer and certain restricted subsidiaries and guarantors are governed by their memorandum and articles of association, the Companies Law (2012 Revision) (as the same may be supplemented or amended from time to time) of the Cayman Islands, and the common law of the Cayman Islands. The rights of holders of the notes to take action against directors, actions by minority shareholders and the fiduciary responsibilities of directors under Cayman Islands law are, to a large extent, governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of shareholders and the fiduciary responsibilities of directors under Cayman Islands law are different from those under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws which may provide significantly less protection to investors as compared to the United States, and some states, such as Delaware, which have more fully developed and judicially interpreted bodies of corporate law.

The Cayman Islands courts are also unlikely:

• to recognize or enforce against parent and the issuer judgments of courts of the United States based on certain civil liability provisions of U.S. securities laws; and

• to impose liabilities against parent and the issuer, in original actions brought in the Cayman Islands, based on certain civil liability provisions of U.S. securities laws that are penal in nature.

Additionally, Cayman Islands companies may not have standing to sue before the federal courts of the United States. There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without re-examination of the merits of the underlying dispute, provided such judgment:

• is final;

• imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given;

• is not in a respect of taxes, a fine or a penalty; and

• was neither obtained in a manner, nor is of a kind enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.

The Grand Court of the Cayman Islands may stay proceedings if concurrent proceedings are being brought elsewhere.

The laws of other non-U.S. jurisdictions where certain of the guarantors are formed or organized will govern the corporate affairs of such guarantors and the rights of holders of the notes to take actions to protect their rights to enforce judgments, enforce such guarantees or their rights to certain of the collateral.

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THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

We sold $775,000,000 aggregate principal amount of the old notes in a private offering, which was completed on March 28, 2013. In connection with the offering of the old notes, we entered into a registration rights agreement with the initial purchasers of the old notes, pursuant to which we agreed to file a registration statement relating to an offer to exchange the old notes for the exchange notes. The registration statement of which this prospectus forms a part was filed in compliance with this obligation. We also agreed to use our commercially reasonable efforts to cause the registration statement to be declared effective by the SEC.

Pursuant to the exchange offer, we will issue the exchange notes in exchange for old notes. The terms of the exchange notes are identical in all material respects to those of the old notes, except that the exchange notes (1) have been registered under the Securities Act and therefore will not be subject to certain restrictions on transfer applicable to the old notes, (2) will not have registration rights and (3) will not provide for any additional interest related to the obligation to register. Please read “Description of the Exchange Notes” for more information on the terms of the respective notes and the differences between them.

We are not making the exchange offer to, and will not accept tenders for exchange from, holders of old notes in any jurisdiction in which an exchange offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction. Unless the context requires otherwise, the term “holder” with respect to the exchange offer means any person in whose name the old notes are registered on our books or any other person who has obtained a properly completed bond power from the registered holder, or any person whose old notes are held of record by The Depository Trust Company, or the Depository, who desires to deliver such old notes by book-entry transfer at the Depository.

We make no recommendation to the holders of old notes as to whether to tender or refrain from tendering all or any portion of their old notes pursuant to the exchange offer. In addition, no one has been authorized to make any such recommendation. Holders of old notes must make their own decision whether to tender pursuant to the exchange offer and, if so, the aggregate amount of old notes to tender after reading this prospectus and the letter of transmittal and consulting with the advisers, if any, based on their own financial position and requirements.

In order to participate in the exchange offer, you must represent to us, among other things, that:

• you are acquiring the exchange notes in the exchange offer in the ordinary course of your business;

• you are not engaged in, and do not intend to engage in, a distribution of the exchange notes;

• you have full power and authority to transfer old notes in exchange for the exchange notes and that we will acquire good and unencumbered title thereto free and clear of any liens, restrictions, charges or encumbrances and not subject to any adverse claims;

• you do not have and to your knowledge, no one receiving exchange notes from you has, any arrangement or understanding with any person to participate in the distribution of the exchange notes;

• you are not a broker-dealer tendering old notes acquired directly from us for your own account; and

• you are not one of our “affiliates,” as defined in Rule 405 of the Securities Act.

Each broker-dealer that receives exchange notes for its own account in exchange for old notes, where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. Please read “Plan of Distribution.”

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Terms of the Exchange Offer

Upon the terms and conditions described in this prospectus and in the accompanying letter of transmittal, which together constitute the exchange offer, we will accept for exchange old notes that are properly tendered at or before the expiration time and not withdrawn as permitted below. As of the date of this prospectus, $775,000,000 aggregate principal amount of old notes are outstanding. This prospectus, together with the letter of transmittal, is first being sent on or about the date on the cover page of the prospectus to all holders of old notes known to us. Old notes tendered in the exchange offer must be in denominations of principal amount of $2,000 and any integral multiple of $1,000. The exchange offer is not conditioned upon any minimum aggregate principal amount of old notes being tendered for exchange.

We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement, the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC. Old notes that the holders thereof do not tender for exchange in the exchange offer will remain outstanding and continue to accrue interest. These old notes will continue to be entitled to the rights and benefits such holders have under the indenture relating to the notes.

Our acceptance of the tender of old notes by a tendering holder will form a binding agreement between the tendering holder and us upon the terms and subject to the conditions provided in this prospectus and in the accompanying letter of transmittal.

The form and terms of the exchange notes being issued in the exchange offer are the same as the form and terms of the old notes except that:

• the exchange notes being issued in the exchange offer will have been registered under the Securities Act;

• the exchange notes being issued in the exchange offer will not bear the restrictive legends restricting their transfer under the Securities Act; and

• the exchange notes being issued in the exchange offer will not contain the registration rights contained in the old notes.

Expiration, Extension and Amendment

The expiration time of the exchange offer is 5:00 P.M., New York City time, on August 23, 2013. However, we may, in our sole discretion, extend the period of time for which the exchange offer is open and set a later expiration date for the exchange offer. The term “expiration time” as used herein means the latest time and date to which we extend the exchange offer. If we decide to extend the exchange offer period, we will then delay acceptance of any old notes by giving oral or written notice of an extension to the holders of old notes as described below. During any extension period, all old notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us. Any old notes not accepted for exchange will be returned to the tendering holder after the expiration or termination of the exchange offer.

Our obligation to accept old notes for exchange in the exchange offer is subject to the conditions described below under “—Conditions to the Exchange Offer.” We may decide to waive any of the conditions in our sole reasonable discretion. Furthermore, we reserve the right to amend or terminate the exchange offer, and not to accept for exchange any old notes not previously accepted for exchange, upon the occurrence of any of the conditions of the exchange offer specified below under the same heading. We will give oral or written notice of any extension, amendment, non-acceptance or termination to the holders of the old notes as promptly as practicable. If we materially change the terms of the exchange offer, we will resolicit tenders of the old notes, file a post-effective amendment to the prospectus and provide notice to you. If the change is made less than five business days before the expiration of the exchange offer, we will extend the offer so that the holders have at least five business days to tender or withdraw. We will notify you of any extension by means of a press release or other public announcement no later than 9:00 A.M., New York City time, on the first business day after the previously scheduled expiration time.

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Procedures for Tendering

Valid Tender

Except as described below, a tendering holder must, prior to the expiration time, transmit to Wells Fargo Bank, National Association, the exchange agent, at the address listed below under the caption “—Exchange Agent”:

• a properly completed and duly executed letter of transmittal, including all other documents required by the letter of transmittal; or

• if old notes are tendered in accordance with the book-entry procedures listed below, an agent’s message transmitted through the Depository’s Automated Tender Offer Program, referred to as ATOP.

In addition, you must:

• deliver certificates, if any, for the old notes to the exchange agent at or before the expiration time; or

• deliver a timely confirmation of the book-entry transfer of the old notes into the exchange agent’s account at the Depository, the book-entry transfer facility, along with the letter of transmittal or an agent’s message.

The term “agent’s message” means a message, transmitted by the Depository to, and received by, the exchange agent and forming a part of a book-entry confirmation, that states that the Depository has received an express acknowledgment that the tendering holder agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against such holder.

If the letter of transmittal is signed by a person other than the registered holder of old notes, the letter of transmittal must be accompanied by a written instrument of transfer or exchange in satisfactory form duly executed by the registered holder with the signature guaranteed by an eligible institution. The old notes must be endorsed or accompanied by appropriate powers of attorney. In either case, the old notes must be signed exactly as the name of any registered holder appears on the old notes.

If the letter of transmittal or any old notes or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, these persons should so indicate when signing. Unless waived by us, proper evidence satisfactory to us of their authority to so act must be submitted.

By tendering, each holder will represent to us that, among other things, the person is not our affiliate, the exchange notes are being acquired in the ordinary course of business of the person receiving the exchange notes, whether or not that person is the holder, and neither the holder nor the other person has any arrangement or understanding with any person to participate in the distribution of the exchange notes. Each broker-dealer that receives exchange notes for its own account in exchange for old notes, where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. Please read “Plan of Distribution.”

The method of delivery of old notes, letters of transmittal and all other required documents is at your election and risk, and the delivery will be deemed made only upon actual receipt or confirmation by the exchange agent. If the delivery is by mail, we recommend that you use registered mail, properly insured, with return receipt requested. In all cases, you should allow sufficient time to assure timely delivery. Holders tendering through the Depository’s ATOP system should allow sufficient time for completion of the ATOP procedures during the normal business hours of the Depository on such dates.

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No old notes, agent’s messages, letters of transmittal or other required documents should be sent to us. Delivery of all old notes, agent’s messages, letters of transmittal and other documents must be made to the exchange agent. Holders may also request their respective brokers, dealers, commercial banks, trust companies or nominees to effect such tender for such holders.

If you are a beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and wish to tender, you should promptly instruct the registered holder to tender on your behalf. Any registered holder that is a participant in the Depository’s ATOP system may make book-entry delivery of the old notes by causing the Depository to transfer the old notes into the exchange agent’s account. The tender by a holder of old notes, including pursuant to the delivery of an agent’s message through the Depository’s ATOP system, will constitute an agreement between such holder and us in accordance with the terms and subject to the conditions set forth herein and in the letter of transmittal.

All questions as to the validity, form, eligibility, time of receipt and withdrawal of the tendered old notes will be determined by us in our sole reasonable discretion or by the exchange agent, which determination will be final and binding. We reserve the absolute right to reject any and all old notes not validly tendered or any old notes which, if accepted, would, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any irregularities or conditions of tender as to particular old notes. Our interpretation of the terms and conditions of this exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes must be cured within such time as we shall determine. Although we intend to notify you of defects or irregularities with respect to tenders of old notes, none of us, the exchange agent, or any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of old notes, nor shall any of them incur any liability for failure to give such notification. Tenders of old notes will not be deemed to have been made until such irregularities have been cured or waived. Any old notes received by the exchange agent that are not validly tendered and as to which the defects or irregularities have not been cured or waived will be returned without cost to such holder by the exchange agent, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date of the exchange offer.

Although we have no present plan to acquire any old notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any old notes that are not tendered in the exchange offer, we reserve the right, in our sole discretion, to purchase or make offers for any old notes after the expiration date of the exchange offer, from time to time, through open market or privately negotiated transactions, one or more additional exchange or tender offers, or otherwise, as permitted by law, the indenture and our other debt agreements. Following consummation of this exchange offer, the terms of any such purchases or offers could differ materially from the terms of this exchange offer.

Signature Guarantees

Signatures on a letter of transmittal or a notice of withdrawal must be guaranteed, unless the old notes surrendered for exchange are tendered:

• by a registered holder of the old notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal, or

• for the account of an “eligible institution.”

If signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, the guarantees must be by an “eligible institution.” An “eligible institution” is an “eligible guarantor institution” meeting the requirements of the registrar for the notes within the meaning of Rule 17Ad-15 under the Exchange Act.

Book-Entry Transfer

The exchange agent will make a request to establish an account for the old notes at the Depository for purposes of the exchange offer. Any financial institution that is a participant in the Depository’s system may

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make book-entry delivery of old notes by causing the Depository to transfer those old notes into the exchange agent’s account at the Depository in accordance with the Depository’s procedure for transfer. The participant should transmit its acceptance to the Depository at or prior to the expiration time. The Depository will verify this acceptance, execute a book-entry transfer of the tendered old notes into the exchange agent’s account at the Depository and then send to the exchange agent confirmation of this book-entry transfer. The confirmation of this book-entry transfer will include an agent’s message confirming that the Depository has received an express acknowledgment from this participant that this participant has received and agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against this participant.

Delivery of exchange notes issued in the exchange offer may be effected through book-entry transfer at the Depository. However, the letter of transmittal or facsimile of it or an agent’s message, with any required signature guarantees and any other required documents, must be transmitted to and received by the exchange agent at the address listed under “—Exchange Agent” at or prior to the expiration time.

Delivery of documents to the Depository in accordance with the Depository’s procedures does not constitute delivery to the exchange agent.

Determination of Validity

We will determine, in our sole reasonable discretion, all questions as to the validity, form and eligibility of old notes tendered for exchange. This discretion extends to the determination of all questions concerning the timing of receipts and acceptance of tenders. These determinations will be final and binding. We reserve the right to reject any particular old note not properly tendered or of which our acceptance might, in our judgment or our counsel’s judgment, be unlawful. We also reserve the right to waive any defects or irregularities or conditions of the exchange offer as to any particular old note either before or after the expiration time, including the right to waive the ineligibility of any tendering holder. Our interpretation of the terms and conditions of the exchange offer as to any particular old note either before or after the applicable expiration time, including the letter of transmittal and the instructions to the letter of transmittal, shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes must be cured within a reasonable period of time.

Neither we, the exchange agent nor any other person will be under any duty to give notification of any defect or irregularity in any tender of old notes. Moreover, neither we, the exchange agent nor any other person will incur any liability for failing to give notifications of any defect or irregularity.

Acceptance of Old Notes for Exchange; Issuance of Exchange Notes

Promptly after the expiration time, upon the terms and subject to the conditions of the exchange offer, we will accept all old notes properly tendered and issue the exchange notes, and return any old note not accepted for exchange. For purposes of an exchange offer, we will be deemed to have accepted properly tendered old notes for exchange when, as and if we have given oral or written notice to the exchange agent, with prompt written confirmation of any oral notice.

For each old note accepted for exchange, the holder will receive a new note having a principal amount equal to that of the surrendered old note. As a result, registered holders of exchange notes issued in the exchange offer on the relevant record date for the first interest payment date following the completion of the exchange offer will receive interest accruing from the most recent date to which interest has been paid on the old notes or, if no interest has been paid on the old notes, from March 28, 2013. Old notes that we accept for exchange will cease to accrue interest from and after the date of completion of the exchange offer. Under the registration rights agreement, we may be required to make additional payments in the form of additional interest to the holders of the old notes under circumstances relating to the timing of the exchange offer.

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In all cases, issuance of exchange notes for old notes will be made only after timely receipt by the exchange agent of:

• certificate for the old notes, or a timely book-entry confirmation of the old notes, into the exchange agent’s account at the book-entry transfer facility;

• a properly completed and duly executed letter of transmittal or an agent’s message; and

• all other required documents.

Unaccepted or non-exchanged old notes will be returned without expense to the tendering holder of the old notes. In the case of old notes tendered by book-entry transfer in accordance with the book-entry procedures described above, the non-exchanged old notes will be credited to an account maintained with the Depository as promptly as practicable after the expiration or termination of the exchange offer. For each old note accepted for exchange, the holder of the old note will receive an exchange note having a principal amount equal to that of the surrendered outstanding note.

Interest Payments on the Exchange Notes

The exchange notes will bear interest from the most recent date to which interest has been paid on the old notes for which they were exchanged. Accordingly, registered holders of exchange notes on the relevant record date for the first interest payment date following the completion of the exchange offer will receive interest accruing from the most recent date to which interest has been paid. Old notes accepted for exchange will cease to accrue interest from and after the date of completion of the exchange offer and will be deemed to have waived their rights to receive the accrued interest on the old notes.

Withdrawal Rights

Tender of old notes may be properly withdrawn at any time before 5:00 p.m., New York City time, on the expiration date of the exchange offer.

For a withdrawal to be effective with respect to old notes, the exchange agent must receive a written notice of withdrawal before the expiration time delivered by hand, overnight by courier or by mail, at the address indicated under “—Exchange Agent” or, in the case of eligible institutions, at the facsimile number, or a properly transmitted “Request Message” through the Depository’s ATOP system. Any notice of withdrawal must:

• specify the name of the person, referred to as the depositor, having tendered the old notes to be withdrawn;

• identify the old notes to be withdrawn, including certificate numbers and principal amount of the old notes;

• contain a statement that the holder is withdrawing its election to have the old notes exchanged;

• other than a notice transmitted through the Depository’s ATOP system, be signed by the holder in the same manner as the original signature on the letter of transmittal by which the old notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer to have the trustee with respect to the old notes register the transfer of the old notes in the name of the person withdrawing the tender; and

• specify the name in which the old notes are registered, if different from that of the depositor.

If certificates for old notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of these certificates the withdrawing holder must also submit the serial numbers of the particular certificates to be withdrawn and signed notice of withdrawal with signatures guaranteed by an eligible institution, unless this holder is an eligible institution. If old notes have been tendered in accordance with the procedure for

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book-entry transfer described below, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn old notes.

Any old notes properly withdrawn will be deemed not to have been validly tendered for exchange. Exchange notes will not be issued in exchange unless the old notes so withdrawn are validly re-tendered.

Properly withdrawn old notes may be re-tendered by following the procedures described under “—Procedures for Tendering” above at any time at or before the expiration time.

We will determine all questions as to the validity, form and eligibility, including time of receipt, of notices of withdrawal.

Conditions to the Exchange Offer

Notwithstanding any other provisions of the exchange offer, or any extension of the exchange offer, we will not be required to accept for exchange, or to exchange, any old notes for any exchange notes, and, as described below, may terminate the exchange offer, whether or not any old notes have been accepted for exchange, or may waive any conditions to or amend the exchange offer, if any of the following conditions has occurred or exists:

• there shall occur a change in the current interpretation by the staff of the SEC which permits the exchange notes issued pursuant to the exchange offer in exchange for old notes to be offered for resale, resold and otherwise transferred by the holders (other than broker-dealers and any holder which is an affiliate) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such exchange notes are acquired in the ordinary course of such holders’ business and such holders have no arrangement or understanding with any person to participate in the distribution of the exchange notes;

• any action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency or body seeking to enjoin, make illegal or delay completion of the exchange offer or otherwise relating to the exchange offer;

• any law, statute, rule or regulation shall have been adopted or enacted which, in our judgment, would reasonably be expected to impair our ability to proceed with such exchange offer;

• a banking moratorium shall have been declared by United States federal or New York State authorities;

• trading on the New York Stock Exchange or generally in the United States over-the-counter market shall have been suspended, or a limitation on prices for securities imposed, by order of the SEC or any other governmental authority;

• an attack on the United States, an outbreak or escalation of hostilities or acts of terrorism involving the United States, or any declaration by the United States of a national emergency or war shall have occurred;

• a stop order shall have been issued by the SEC or any state securities authority suspending the effectiveness of the registration statement of which this prospectus is a part or proceedings shall have been initiated or, to our knowledge, threatened for that purpose or any governmental approval has not been obtained, which approval we shall, in our sole reasonable discretion, deem necessary for the consummation of such exchange offer; or

• any change, or any development involving a prospective change, in our business or financial affairs or any of our subsidiaries has occurred which is or may be adverse to us or we shall have become aware of facts that have or may have an adverse impact on the value of the old notes or the exchange notes, which in our sole judgment in any case makes it inadvisable to proceed with such exchange offer and/or with such acceptance for exchange or with such exchange.

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If any of the foregoing events or conditions has occurred or exists, we may, subject to applicable law, terminate the exchange offer, whether or not any old notes have been accepted for exchange, or may waive any such condition or otherwise amend the terms of such exchange offer in any respect. Please read “—Expiration, Extension and Amendment” above.

If any of the above events occur, we may:

• terminate the exchange offer and promptly return all tendered old notes to tendering holders;

• complete and/or extend the exchange offer and, subject to your withdrawal rights, retain all tendered old notes until the extended exchange offer expires;

• amend the terms of the exchange offer; or

• waive any unsatisfied condition and, subject to any requirement to extend the period of time during which the exchange offer is open, complete the exchange offer.

We may assert these conditions with respect to the exchange offer regardless of the circumstances giving rise to them. All conditions to the exchange offer, other than those dependent upon receipt of necessary government approvals, must be satisfied or waived by us before the expiration of the exchange offer. We may waive any condition in whole or in part at any time in our sole reasonable discretion. Our failure to exercise our rights under any of the above circumstances does not represent a waiver of these rights. Each right is an ongoing right that may be asserted at any time. Any determination by us concerning the conditions described above will be final and binding upon all parties.

If a waiver constitutes a material change to the exchange offer, we will promptly disclose the waiver by means of a prospectus supplement that we will distribute to the registered holders of the old notes, and we will extend the exchange offer for a period of five to ten business days, as required by applicable law, depending upon the significance of the waiver and the manner of disclosure to the registered holders, if the exchange offer would otherwise expire during the five to ten business day period.

Resales of Exchange Notes

Based on interpretations by the staff of the SEC, as described in no-action letters issued to third parties that are not related to us, we believe that exchange notes issued in the exchange offer in exchange for old notes may be offered for resale, resold or otherwise transferred by holders of the exchange notes without compliance with the registration and prospectus delivery provisions of the Securities Act, if:

• the exchange notes are acquired in the ordinary course of the holder’s business;

• the holders have no arrangement or understanding with any person to participate in the distribution of the exchange notes;

• the holders are not “affiliates” of ours within the meaning of Rule 405 under the Securities Act; and

• the holders are not a broker-dealer who purchased old notes directly from us for resale pursuant to Rule 144A or any other available exemption under the Securities Act.

However, the SEC has not considered the exchange offer described in this prospectus in the context of a no-action letter. The staff of the SEC may not make a similar determination with respect to the exchange offer as in the other circumstances. Each holder who wishes to exchange old notes for exchange notes will be required to represent that it meets the above four requirements.

Any holder who is an affiliate of ours or who intends to participate in the exchange offer for the purpose of distributing exchange notes or any broker-dealer who purchased old notes directly from us for resale pursuant to Rule 144A or any other available exemption under the Securities Act:

• cannot rely on the applicable interpretations of the staff of the SEC mentioned above;

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• will not be permitted or entitled to tender the old notes in the exchange offer; and

• must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction.

Each broker-dealer that receives exchange notes for its own account in exchange for old notes must acknowledge that the old notes were acquired by it as a result of market-making activities or other trading activities and agree that it will deliver a prospectus that meets the requirements of the Securities Act in connection with any resale of the exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. Please read “Plan of Distribution.” A broker-dealer may use this prospectus, as it may be amended or supplemented from time to time, in connection with the resale of exchange notes received in exchange for old notes that the broker-dealer acquired as a result of market-making or other trading activities. Any holder that is a broker-dealer participating in the exchange offer must notify the exchange agent at the telephone number set forth in the enclosed letter of transmittal and must comply with the procedures for broker-dealers participating in the exchange offer. We have not entered into any arrangement or understanding with any person to distribute the exchange notes to be received in the exchange offer.

In addition, to comply with state securities laws, the exchange notes may not be offered or sold in any state unless they have been registered or qualified for sale in such state or an exemption from registration or qualification, with which there has been compliance, is available. The offer and sale of the exchange notes to “qualified institutional buyers,” as defined under Rule 144A of the Securities Act, is generally exempt from registration or qualification under the state securities laws. We currently do not intend to register or qualify the sale of exchange notes in any state where an exemption from registration or qualification is required and not available.

Exchange Agent

Wells Fargo Bank, National Association, has been appointed as the exchange agent for the exchange offer. All executed letters of transmittal and any other required documents should be directed to the exchange agent at the address or facsimile number set forth below. Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent addressed as follows:

WELLS FARGO BANK, NATIONAL ASSOCIATION

Delivery by Registered or Certified Mail:	Facsimile Transmissions: (Eligible Institutions Only)	Overnight Delivery or Regular Mail:
Wells Fargo Bank, National Association Corporate Trust Operations MAC N9303-121 P.O. Box 1517 Minneapolis, MN 55480	(612) 667-6282 To Confirm by Telephone or for Information Call: (800) 344-5128	Wells Fargo Bank, National Association Corporate Trust Operations MAC N9303-121 Sixth & Marquette Avenue Minneapolis, MN 55479

Delivery of the letter of transmittal to an address other than as set forth above or transmission of such letter of transmittal via facsimile other than as set forth above does not constitute a valid delivery of the letter of transmittal.

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Fees and Expenses

We will pay the expenses of soliciting tenders pursuant to this exchange offer. We have agreed to pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection with the exchange offer. We will also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this prospectus and related documents to the beneficial owners of old notes, and in handling or tendering for their customers. We will not make any payment to brokers, dealers or others soliciting acceptances of the exchange offer.

Holders who tender their old notes for exchange will not be obligated to pay any transfer taxes on the exchange. If, however, exchange notes are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the old notes tendered, or if a transfer tax is imposed for any reason other than the exchange of old notes in connection with the exchange offer, then the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

Transfer Taxes

We will pay all transfer taxes, if any, applicable to the exchange of old notes under the exchange offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if a transfer tax is imposed for any reason other than the exchange of old notes under the exchange offer.

Consequences of Failure to Exchange Outstanding Securities

Holders who desire to tender their old notes in exchange for exchange notes registered under the Securities Act should allow sufficient time to ensure timely delivery. Neither the exchange agent nor us is under any duty to give notification of defects or irregularities with respect to the tenders of old notes for exchange.

Old notes that are not tendered or are tendered but not accepted will, following the completion of the exchange offer, continue to be subject to the provisions in the indenture regarding the transfer and exchange of the old notes and the existing restrictions on transfer set forth in the legend on the old notes set forth in the indenture for the notes. Except in limited circumstances with respect to specific types of holders of old notes, we will have no further obligation to provide for the registration under the Securities Act of such old notes. In general, old notes, unless registered under the Securities Act, may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws.

We do not currently anticipate that we will take any action to register the old notes under the Securities Act or under any state securities laws. Upon completion of the exchange offer, holders of the old notes will not be entitled to any further registration rights under the registration rights agreement, except under limited circumstances. Holders of the exchange notes issued in the exchange offer and any old notes which remain outstanding after completion of the exchange offer will vote together as a single class for purposes of determining whether holders of the requisite percentage of the class have taken certain actions or exercised certain rights under the indenture.

Accounting Treatment

We will record the exchange notes at the same carrying value as the old notes, as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes. The expenses of the exchange offer will be amortized over the term of the exchange notes.

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Other

Participation in the exchange offer is voluntary, and you should consider carefully whether to accept. You are urged to consult your financial and tax advisors in making your own decision on what action to take.

We may in the future seek to acquire untendered old notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plans to acquire any old notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any untendered old notes.

USE OF PROCEEDS

The exchange offer is intended to satisfy our obligations under the registration rights agreement. We will not receive any cash proceeds from the issuance of the exchange notes in the exchange offer. In consideration for issuing the exchange notes as contemplated by this prospectus, we will receive old notes in a like principal amount. The form and terms of the exchange notes are identical in all respects to the form and terms of the old notes, except that the transfer restrictions, registration rights and additional interest provisions relating to the old notes do not apply to the exchange notes. Old notes surrendered in exchange for the exchange notes will be retired and cancelled and will not be reissued. Accordingly, the issuance of the exchange notes will not result in any change in our outstanding indebtedness.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

In the ordinary course of our business and in connection with our financing activities, we have entered into a number of transactions with our directors, officers and 5.0% or greater shareholders, some of which are disclosed in our Annual Report on Form 10-K for the year ended December 31, 2012. All of those transactions were approved by the unanimous vote of our board of directors. We believe that we have executed all of such transactions on terms no less favorable to us than could have been obtained from unaffiliated third parties. Our audit committee is responsible for approving related party transactions. The audit committee operates under a written charter pursuant to which all related party transactions are reviewed for potential conflict of interest situations. Such transactions must be approved by the audit committee prior to consummation.

DESCRIPTION OF OTHER INDEBTEDNESS

F3 Capital Note

On July 30, 2010, we completed the acquisition of the remaining 55% ownership interest in Mandarin Drilling Corporation (the owner of thePlatinum Explorer) from F3 Capital, which we did not own pursuant to the Share Sale and Purchase Agreement dated July 6, 2010 between us and F3 Capital. The acquisition’s total consideration was $139.7 million, consisting of (i) approximately $79.7 million in cash, including $64.2 million paid directly to DSME for installment payments on thePlatinum Explorer, and (ii) the issuance of a promissory note in the principal amount of $60 million to F3 Capital (the “F3 Capital Note”) as described below.

The F3 Capital Note bears interest at the rate of 5% per annum, accruing and compounding daily, and will mature 90 months after July 30, 2010, its issue date. We originally valued the F3 Capital Note based on our then weighted average cost of capital resulting in a discounted present value of $27.8 million. The F3 Capital Note could have become convertible into our ordinary shares upon approval by our shareholders at a conversion price of $1.10 per share, subject to customary anti-dilution covenants. At our shareholder’s meeting in January 2011, shareholders did not approve the conversion of the F3 Capital Note. The F3 Capital Note also contains a preemptive right covenant that provides F3 Capital with the right to purchase a pro rata portion of any equity or

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convertible debt that we offer so long as the F3 Capital Note is outstanding if the price of the equity and convertible debt that we offer is less than the conversion price of the F3 Capital Note. Under the terms of the F3 Capital Note, if convertible, any principal amount that F3 Capital elects to convert would be reduced by any amounts owed by F3 Capital to Vantage International Management Co. or Vantage Deepwater Company. If we do not repay the F3 Capital Note on its scheduled maturity date or upon the occurrence of certain customary default provisions, the interest rate on any amounts outstanding under the F3 Capital Note will rise to 10% per annum.

In connection with the Company’s 7.875% convertible notes offering in August 2012, the principal amount of the F3 Capital Note was reduced by $6.5 million to $53.5 million as consideration for an equal amount of convertible notes sold to F3 Capital in such offering. As a result, the Company recognized a charge of approximately $2.5 million.

New Revolving Credit Agreement

Concurrently with the closing of the offering, we entered into the new revolving credit agreement which amended and restated the credit agreement, dated as of June 21, 2012, among the issuer, parent, the subsidiary guarantors party thereto, and Royal Bank of Canada, as lender and administrative agent, in order to, among other things, increase the advances and letters of credit from up to an aggregate principal amount of $25.0 million to up to an aggregate principal amount of $200.0 million. The maturity date of the new revolving credit agreement is April 25, 2017. Advances under the new revolving credit agreement bear interest at the ABR (as defined in the new revolving credit agreement) plus a margin of 2.50% or LIBOR plus a margin of 3.50%, at our option. We are able to prepay outstanding advances subject to certain prepayment minimums at any time.

The new revolving credit agreement includes customary covenants and events of default, including covenants that, among other things, restrict the granting of liens on certain assets, restrict the incurrence of indebtedness and the conveyance of and modification to vessels and require us to maintain certain financial ratios and provide periodic financial reports. The new revolving credit agreement contains certain other covenants similar to those in the indenture governing the notes. Advances under the new revolving credit agreement are secured by a first-priority lien on certain of our assets, which are substantially similar to those assets to be pledged in connection with the notes.

The collateral and administrative agents for the existing term loan, the trustee and collateral agent for the 2019 notes and the collateral and administrative agents for the credit agreement have entered into an intercreditor agreement governing the relationship between them as well as holders of any other indebtedness that is secured on a pari passu basis with the notes, and the trustee and collateral agent for the notes and the collateral and administrative agents for the new term loan will be joined as parties to such intercreditor agreement in connection with the issuance of the notes and the new term loan. The intercreditor agreement defines the rights of the holders of the pari passu obligations with respect to the collateral, and provides, among other things, that all indebtedness under the existing term loan, the indentures governing the notes and the 2019 notes, the new term loan and the other pari passu obligations will be secured by first priority liens on the collateral, which liens are intended to rank pari passu subject to certain exceptions, permitted liens and the amended intercreditor agreement. See “Description of Notes—Security—Intercreditor Agreement.”

As of December 31, 2012, we had not drawn any amounts under the credit agreement.

7.5% Senior Secured First Lien Notes due 2019

On October 25, 2012, we issued $1,150,000,000 aggregate principal amount of its 7.5% Senior Secured First Lien Notes due 2019 (the “2019 Notes”) under an Indenture (the “2019 Notes Indenture”) entered into on the same date with Wells Fargo Bank, National Association, as trustee and noteholder collateral agent.

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The 2019 Notes will mature on November 1, 2019 and bear interest at an annual rate of 7.5%. Interest on outstanding 2019 Notes will be payable semi-annually, in arrears, on May 1 and November 1 of each year, commencing on May 1, 2013. The 2019 Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by parent and each of our existing and future subsidiaries, including any existing and future subsidiaries that guarantee indebtedness under our existing term loan, or parent’s new revolving credit agreement with Royal Bank of Canada, as lender and collateral agent, and by certain of parent’s other subsidiaries.

The 2019 Notes and the related guarantees are secured by a first priority security interest in theEmerald Driller, theSapphire Driller, theTopaz Driller, theAquamarine Driller, thePlatinum Explorer, theTitanium Explorer, and upon its delivery, theTungsten Explorer. The 2019 Notes and the guarantees are also secured by certain other assets of ours and the guarantors (other than parent) and by a pledge of our stock and the guarantors (other than parent), in each case, subject to certain exceptions, permitted liens and the amended intercreditor agreement. The 2019 Notes: (i) are our senior secured obligations; (ii) rank equal in right of payment with our existing and future senior indebtedness, subject to the provisions of the amended intercreditor agreement; and (iii) rank senior in right of payment to all of our existing and future subordinated indebtedness. The guarantees of each guarantor: (a) are senior secured obligations of that guarantor; (b) rank equal in right of payment with all of that guarantor’s existing and future senior indebtedness, subject to the amended intercreditor agreement; and (iii) rank senior in right of payment to all of that guarantor’s existing and future subordinated indebtedness.

On or after November 1, 2015, we may redeem the 2019 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 any additional interest, if any, on the 2019 Notes redeemed, to the applicable redemption date, if redeemed during the periods indicated below, subject to the rights of holders of the 2019 Notes on the relevant record date to receive interest on the relevant interest payment date:

For the Period Below	Percentage
On or after November 1, 2015		105.625	%
On or after November 1, 2016		103.750	%
On or after November 1, 2017		101.875	%
On or after November 1, 2018		100.000	%

Unless we default in the payment of the redemption price, interest will cease to accrue on the 2019 Notes or portions thereof called for redemption on the applicable redemption date.

At any time prior to November 1, 2015, we may, at our option, redeem up to 35% of the aggregate principal amount of the 2019 Notes, at one time or from time to time, at a redemption price equal to 107.5% 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 2019 Notes issued under the 2019 Notes Indenture remain outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 60 days of the date of the closing of such equity offering. In addition, we may, at our option, redeem some or all of the 2019 Notes (excluding 2019 Notes held by us or our subsidiaries) at any time or from time to time prior to November 1, 2015 by paying a “make-whole” premium.

Under certain circumstances and subject to certain conditions, we also have the option to redeem the 2019 Notes, in whole but not in part, at any time, at a redemption price of 100% of the aggregate principal amount of the 2019 Notes, plus any accrued and unpaid interest, if any, to the date of redemption, if we or any guarantor has become or would become obligated to pay certain amounts as a result of the imposition of withholding taxes on the 2019 Notes as a result of a change in the laws of any jurisdiction in which we or any guarantor is organized or otherwise considered by a taxing authority to be a resident for tax purposes or from or through which we or any guarantor makes a payment on the 2019 Notes or any guarantee.

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Upon certain events of loss with respect to a vessel, we will be required to redeem, on a pro rata basis, the 2019 Notes and certain other pari passu obligations with proceeds received in respect of such loss at a redemption price for the 2019 Notes equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the date of redemption.

If parent or we experiences a change of control (as defined in the 2019 Notes Indenture), each holder of 2019 Notes will have the right to require us to repurchase all or any part of our 2019 Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of repurchase. If we or any restricted subsidiary engages in certain asset sales (other than a permitted sale of a vessel that is not a drillship), within 360 days of such sale, we generally must use the net cash proceeds from such sales to repay debt, to acquire another company in its industry, to make capital expenditures or to invest in its business, or we must make an offer to purchase a principal amount of the 2019 Notes equal to the excess net cash proceeds. The purchase price of each 2019 Note so purchased will be 100% of its principal amount, plus accrued and unpaid interest to the repurchase date. In the case of a permitted sale of a vessel that is not a drillship, within 180 days of such sale, we generally must reinvest the net cash proceeds from such sale in another vessel. Neither we nor any restricted subsidiary is permitted to engage in asset sales of drillships.

The 2019 Notes Indenture, among other things, limits our ability and any restricted subsidiaries’ ability and, in certain cases, the ability of parent, to: (i) pay dividends, redeem subordinated indebtedness or make other restricted payments; (ii) incur or guarantee additional indebtedness or issue preferred stock; (iii) create or incur liens; (iv) incur dividend or other payment restrictions affecting restricted subsidiaries; (v) consummate a merger, consolidation or sale of all or substantially all of their assets; (vi) enter into transactions with affiliates; (vii) transfer or sell assets; (viii) engage in business other than their current business and reasonably related extensions thereof; (ix) issue capital stock of certain subsidiaries; or (x) take or omit to take any actions that would adversely affect or impair in any material respect the collateral securing the 2019 Notes and the guarantees. These covenants are subject to a number of important exceptions and qualifications set forth in the 2019 Notes Indenture.

Convertible Notes

On August 21, 2012, parent issued $56.5 million aggregate principal amount of its 7.875% Senior Convertible Notes due 2042 (the “Convertible Notes”) under an indenture (as amended, the “Convertible Notes Indenture”) entered into on the same date with Wells Fargo Bank, National Association, as trustee.

The Convertible Notes will mature on September 1, 2042, unless earlier converted, repurchased or redeemed, and bear interest at a rate of 7.875% per annum, payable semiannually, in arrears, on March 1 and September 1 of each year, commencing on March 1, 2013.

The Convertible Notes are convertible into the our ordinary shares, or a combination of cash and ordinary shares, if any, at our election, based upon an initial conversion rate of 476.1905 ordinary shares per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $2.10 per ordinary share). In addition, for any conversions prior to September 1, 2017, holders will be entitled to a conversion make-whole payment upon conversion.

The Convertible Notes are subject to redemption by us at our option on or after September 1, 2015 and before September 1, 2017 if the volume weighted average price of our ordinary shares is greater than or equal to 125% of the applicable conversion price for at least 20 trading days during any 30 consecutive trading day period. Further, the Convertible Notes are subject to mandatory conversion at our option on or before September 1, 2015 if the volume weighted average price of our ordinary shares is greater than or equal to 150% of the applicable conversion price for at least 20 trading days during any 30 consecutive trading day period.

We may redeem the Convertible Notes at any time on or after September 1, 2017 at a redemption price equal to 100% of the principal amount of the Convertible Notes being redeemed, plus accrued and unpaid interest

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to the redemption date. Additionally, holders of the Convertible Notes may require us to repurchase the Convertible Notes, in whole or in part, for cash on September 1, 2015, September 1, 2017, or following a termination of trading event with respect to our ordinary shares at a price equal to 100% of the principal amount of the Convertible Notes being repurchased, plus accrued and unpaid interest to the repurchase date.

The Convertible Notes are our senior unsecured obligation and rank equal in payment with our other senior unsecured debt but are structurally subordinated to the debt of our subsidiaries as the Convertible Notes are not guaranteed by any of our subsidiaries.

Existing Term Loan

Concurrently with the closing of the 2019 Notes, we entered into a $500.0 million senior secured term loan with Citibank N.A. as the administrative agent and Wells Fargo Bank, National Association as the collateral agent. The existing term loan matures on October 25, 2017. The proceeds from the existing term loan were drawn in a single drawing. The existing term loan bears interest, at our option, at a rate equal to either (a) a base rate determined by reference to the highest of (1) the federal funds rate plus 50 basis points, (2) the prime commercial lending rate of Citibank, N.A. and (3) one percent per annum above the one-month adjusted LIBOR or (b) a LIBOR rate, in each case, plus an applicable margin and subject to interest rate floors.

Any repricing amendment or refinancing through the issuance of any debt that results in a repricing event occurring at any time during the first year after the closing date of the existing term loan must be accompanied by a 1.00% prepayment premium on the principal amount of the loans affected thereby or repaid, as applicable.

Our existing term loan includes change of control and asset sale mandatory prepayment provisions consistent with the redemption and prepayment provisions applicable to the 2019 Notes as described under the captions “Description of Notes–Redemption and Offer to Purchase–Change of Control” and “Description of Notes–Redemption and Offer to Purchase–Asset Sales.” We are required to offer to prepay our existing term loan following the occurrence of a change of control at 101% of the outstanding principal amount thereof, plus accrued and unpaid interest to the date of repayment, on terms consistent with those applicable to the new term loan, the notes and the 2019 Notes. We are also required to offer to prepay our existing term loan with excess proceeds from certain non-ordinary course dispositions of assets (other than deepwater vessels, which will not be permitted to be sold under the terms of the existing term loan).

All obligations under our existing term loan are fully and unconditionally guaranteed on a joint and several basis by each of the guarantors of the new term loan, the notes and the 2019 Notes, and all such obligations and guarantees are secured on a first-priority and pari passu basis by the collateral securing the notes and other pari passu obligations, subject to certain exceptions, permitted liens and the amended intercreditor agreement. The collateral and administrative agents for the existing term loan, the trustee and collateral agent for the notes and the 2019 Notes and the collateral and administrative agents for the credit agreement have entered into an intercreditor agreement governing the relationship between them as well as holders of any other indebtedness that is secured on a pari passu basis with the notes, and the trustee and collateral agent for the new notes and the collateral and administrative agents for the new term loan will be joined as parties to such intercreditor agreement in connection with the issuance of the notes and the new term loan. See “Description of Notes—Security—Intercreditor Agreement.” ).

Consistent with the new term loan and the indentures governing the notes and the 2019 Notes, the existing term loan does not include any financial maintenance covenants, but otherwise includes customary events of default, customary representations and warranties and customary covenants, including, among other things, restrictions on indebtedness, investments, asset sales, mergers and consolidations, prepayments of indebtedness, liens, transactions with affiliates and dividends and other distributions, in each case, consistent with comparable provisions applicable to the notes and the 2019 Notes. Consistent with the indentures governing the notes and the 2019 Notes, at any time that the existing term loan is rated investment grade, certain covenants contained in the existing term loan will be suspended.

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New Term Loan

Concurrently with the closing of the offering, we entered into a new $350.0 million senior secured term loan with Citibank N.A. as the administrative agent and Wells Fargo Bank, National Association as the collateral agent. The new term loan matures on the sixth anniversary of the closing of the loan. The proceeds from the new term loan were drawn in a single drawing on the closing date. The new term loan bears interest, at our option, at a rate equal to either (a) a base rate determined by reference to the highest of (1) the federal funds rate plus 50 basis points, (2) the prime commercial lending rate of Citibank, N.A. and (3) one percent per annum above the one-month adjusted LIBOR or (b) a LIBOR rate, in each case, plus an applicable margin and subject to interest rate floors. The new term loan is prepayable at any time, but in the first two years we must pay a make whole premium in addition to any such prepayment.

Our new term loan includes change of control provisions consistent with the provisions applicable to the notes as described under the caption “Description of Notes–Redemption and Offer to Purchase–Change of Control.” We are required to offer to prepay our new term loan following the occurrence of a change of control at 101% of the outstanding principal amount thereof, plus accrued and unpaid interest to the date of repayment, on terms consistent with those applicable to the senior secured notes. We are also required to offer to prepay our new term loan with excess proceeds from certain nonordinary course dispositions of assets.

All obligations under our new term loan are fully and unconditionally guaranteed on a joint and several basis by each of the guarantors of the existing term loan, the notes, and the 2019 Notes, and all such obligations and guarantees are secured on a first-priority and pari passu basis by the Collateral securing the existing term loan, the notes, and the 2019 Notes and other pari passu obligations, subject to certain exceptions, permitted liens and the amended intercreditor agreement. The collateral and administrative agents for the existing term loan, the trustee and collateral agent for the 2019 Notes and the collateral and administrative agents for the credit agreement have entered into an intercreditor agreement governing the relationship between them as well as holders of any other indebtedness that is secured on a pari passu basis with the notes, and the trustee and collateral agent for the notes and the collateral and administrative agents for the new term loan will be joined as parties to such intercreditor agreement in connection with the issuance of the notes and the new term loan. See “Description of Notes—Security—Intercreditor Agreement.”

Consistent with the existing term loan and the indentures governing the notes and the 2019 Notes, the new term loan does not include any financial maintenance covenants, but otherwise includes customary events of default, customary representations and warranties and customary covenants, including, among other things, restrictions on indebtedness, investments, asset sales, mergers and consolidations, prepayments of indebtedness, liens, transactions with affiliates and dividends and other distributions, in each case, consistent with comparable provisions applicable to the senior secured notes. Consistent with the existing term loan and the indentures governing the notes and the 2019 Notes, at any time that the new term loan is rated investment grade, certain covenants contained in the new term loan will be suspended.

DESCRIPTION OF THE EXCHANGE NOTES

The following description is a summary of the material provisions of the Indenture under which we issued $775.0 million of senior secured first lien notes due 2023 and under which we will issue the exchange notes and the related Note Guarantees. The following description also contains a summary of the Collateral Agreements we entered into in connection with the issuance of the notes. This summary 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 exchange notes. Copies of the Indenture, the Note Guarantees and the Collateral Agreements, including the Intercreditor Agreement, are available as set forth below under “—Additional Information.” You can find the definitions of certain terms used in this description below 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, its direct parent, or any of Parent’s other Subsidiaries.

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Brief Description of the Notes and the Note Guarantees

The Issuer will issue the exchange notes under the Indenture with the Guarantors and Wells Fargo Bank, National Association, as Trustee and Noteholder Collateral Agent. The terms of the exchange notes will include those stated in the Indenture and those made part of the Indenture by reference to the TIA.

The exchange notes will be:

• senior secured obligations of the Issuer;

• pari passu in right of payment with all existing and future senior Indebtedness of the Issuer, including the 2019 Notes, and subject to the terms of the Intercreditor Agreement;

• senior in right of payment to any existing and future subordinated Indebtedness of the Issuer;

• secured on a first prioritypari passu basis with the Pari Passu Obligations by substantially all of the assets of the Issuer and the Guarantors (other than Parent), subject to certain exceptions and Permitted Liens; and

• unconditionally guaranteed on a senior secured basis by the Guarantors.

The exchange 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 Facility, and by certain of Parent’s other Subsidiaries. Each guarantee of the exchange notes will be:

• senior secured obligations of that Guarantor;

• pari passu in right of payment with all existing and future senior Indebtedness of that Guarantor, including the 2019 Notes, and subject to the terms of the Intercreditor Agreement;

• senior in right of payment to any existing and future subordinated Indebtedness of that Guarantor; and

• secured on a first prioritypari passu basis with the Pari Passu Obligations by substantially all of the assets of that Guarantor (other than Parent), subject to certain exceptions and Permitted Liens.

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,provided, however that (a) any Subsidiaries that are the direct or indirect owners of theTungsten Explorer will become Restricted Subsidiaries and Guarantors within 20 business days after title to theTungsten Explorer becomes legally vested in the applicable Subsidiary, and (b) upon entry into a Drilling Contract for theTungsten Explorer, the Subsidiary that is the party (whether by novation or otherwise) to the Drilling Contract for the operation of theTungsten Explorer, will be or become a Restricted Subsidiary and a Guarantor, in each case in accordance with the provisions described below under the caption “—Certain Covenants—Additional Note Guarantees.” The Subsidiaries that are or are expected to become Restricted Subsidiaries and Guarantors as described in this paragraph are listed below under “—Restricted and Unrestricted Subsidiaries.”

At December 31, 2012, after giving effect to the offering of the old notes and the other Transactions, , the Issuer and the Restricted Subsidiaries, on a consolidated basis, would have had outstanding approximately $2.8 billion of senior indebtedness consisting of the notes, the 2019 Notes, the amounts outstanding under the Term Loan Facility, the amounts expected to be outstanding under the Second Term Loan Facility and the amounts outstanding under the Credit Agreement, and Parent and its Subsidiaries, on a consolidated basis, would have had outstanding approximately $2.8 billion of senior indebtedness consisting of the notes, the 2019 Notes, the amounts outstanding under the Term Loan Facility, the amounts expected to be outstanding under the Second Term Loan Facility, the F3 Capital Note, the Convertible Notes, the amounts outstanding under the Credit Agreement and short-term debt. In addition, the Issuer and the Guarantors would have the ability to incur additional Indebtedness, including among other Indebtedness, additional Indebtedness under any Credit Facility not to exceed $200.0 million pursuant to the terms of the Indenture.

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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 close of the offering, 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 Issuer’s 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, Maturity and Interest

The Issuer will issue in this offering $775.0 million in aggregate principal amount of exchange notes, assuming 100% of the old notes are tendered. The Issuer may issue additional notes under the Indenture from time to time after this offering. 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 the notes will accrue at the rate of 7.125% per year and will be payable semi-annually in arrears on April 1 and October 1 of each year, commencing on October 1, 2013. 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 March 15 and September 15. Interest on the notes will accrue for any additional notes 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.”

Methods of Receiving Payments on the Notes

Payments of principal of and premium, if any, and interest 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;provided that all payments of principal of and premium, if any, and interest on the notes represented by one or more global notes registered in the name of The Depository Trust Company (“DTC”) or its nominee will be made by the paying agent by wire transfer of immediately available funds to the accounts specified by the holder or holders thereof.

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.

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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 other Pari Passu Obligations, and by certain of Parent’s other Subsidiaries. The 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 Our Indebtedness and the Notes—U.S. federal, state and foreign fraudulent transfer laws may permit a court to void the notes and the guarantees, subordinate claims in respect of the notes and the 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 (other than Parent, except with respect to clause (4) below) 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 Restricted Subsidiary, if the sale or other disposition does not violate the “Merger, Consolidation; Sale of Assets” or “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.”

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Security

Collateral Agreements

The Pari Passu Obligations 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) (a) theEmerald Driller, theSapphire Driller, theTopaz Drillerand theAquamarine Driller under Ship Mortgages dated October 25, 2012, as amended by Amendment No. 1 thereto, (b) thePlatinum Explorer and theTitanium Explorer under Ship Mortgages dated October 25, 2012, with related Deeds of Covenant dated October 25, 2012 as amended by Amendment No. 1 thereto and, (c) when title thereto becomes legally vested in the applicable Guarantor, theTungsten Explorer, under a Ship Mortgage (including related Deed of Covenants) to be entered into upon such title vesting;

(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 Tungsten Explorer Construction Assignment;

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

(7) assignment of the Earnings Account.

Notwithstanding the foregoing, the Collateral will not 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 or forwarded to the Earnings Account, which will also be assigned as part of the Collateral. The Collateral also will not include (i) de minimis 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, (ii) any accounts, contracts, licenses or other general intangibles, or any permits, instruments, promissory notes or chattel paper, if and to the extent such account, contract, license, general intangible, permit, instrument, promissory note or chattel paper contains restrictions on assignments and/or the creation of Liens, or under which such an assignment or Lien would cause a default to occur under, or a termination pursuant to the terms of, such account, contract, license, general intangible, permit, instrument, promissory note or chattel paper (other than to the extent that any such term would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of Article 9 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity); provided, that immediately upon the ineffectiveness, invalidity, lapse or termination of any such provisions, the Collateral shall include such accounts, contracts, licenses, general intangibles, permits, instruments, promissory notes or chattel paper, as applicable, (iii) titled vehicles the perfection of security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction and that constitute passenger vehicles, light trucks (such as crew trucks with rated capacities ranging from one-half ton to one ton) and forklifts, (iv) rental equipment the title to which is held by a third party, to the extent not prohibited under any Pari Passu Document, (v) any Equity Interests of any Excluded Parent Subsidiary, (vi) property and assets owned by the Issuer or any Guarantor in which a Lien may not be granted without governmental approval or consent or in which the granting of a Lien is prohibited by applicable law (but only for so long as the Issuer or such other Guarantor has not obtained such approval or consent), (vii) cash balances held in Foreign Deposit Accounts; provided that in no instance shall any Foreign Deposit Account have any cash balances greater than $5.0 million for any single Foreign Deposit Account and $25.0 million for all Foreign Deposit Accounts in the

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aggregate, in each case for more than 10 business days and provided further that cash balances greater than these respective limits (excluding any such amounts that are expected to be applied to satisfy local tax obligations, local law requirements, or to discharge local accounts payable obligations) are required to be swept or deposited into the Earnings Account with written notice to the Pari Passu Collateral Agent at such time within such ten business day period and (viii) any Pari Passu Excluded Collateral. In addition, the laws of some non-U.S. jurisdictions in which a Vessel may operate may require that a local resident of that jurisdiction be the Person who enters into the Drilling Contract with respect to a Vessel drilling in such local jurisdiction’s waters. In order to satisfy this requirement, the relevant Guarantor may enter into a Permitted Third Party Charter with such local resident for the relevant Vessel, and such local resident will enter into the Drilling Contract. The Issuer and the Guarantors will covenant that, in such a case, (x) the Issuer and the Guarantors will effectively retain operational control of the relevant Vessel, (y) the Issuer and the Guarantors will use commercially reasonable efforts to cause such local resident to consent to the assignment of such Permitted Third Party Charter and (z) if such consent is received, the Issuer and the relevant Guarantors will execute and deliver to the Pari Passu Collateral Agent an assignment of such Permitted Third Party Charter.

The Liens will secure the payment and performance when due of all of the Note Obligations of the Issuer and the Guarantors, 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 in accordance with the provision of the preceding paragraph and the Collateral Agreements.

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 20 business days or as soon as practicable where applicable local law requires additional time for compliance with applicable legal requirements, 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 Pari Passu 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 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, upon the occurrence and during the continuance of an 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 Pari Passu 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 Pari Passu Collateral Agent; and

(3) the Pari Passu 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 Pari Passu Collateral Agent for the benefit of the holders of the notes in accordance with the provisions of the Indenture and the Collateral Agreements.

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The Pari Passu 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

The Issuer and the Guarantors are currently party to the Intercreditor Agreement. In connection with the issuance of the notes and entry into the Second Term Loan Facility, the Issuer sent an Intercreditor Designation Notice to the Pari Passu Collateral Agent whereby the Issuer designated all of the Note Obligations and Second Term Loan Obligations as “Other Pari Passu Obligations” for purposes of, and pursuant to, the Intercreditor Agreement, and each of the Trustee and Collateral Agent and the Second Term Loan Agent and the Second Term Loan Collateral Agent were joined as parties to the Intercreditor Agreement pursuant to the Intercreditor Joinder Agreements. As a result of such designation and joinders, the Note Obligations and the Second Term Loan Obligations are secured by the Common Collateral on apari passu basis with the other holders of Pari Passu Obligations. The Intercreditor Agreement may be amended from time to time without the consent of the Holders of the notes to add other parties holding Pari Passu Obligations permitted to be incurred under the Pari Passu Documents and the Intercreditor Agreement. Wells Fargo Bank, National Association, currently serves as collateral agent for all holders of Pari Passu Obligations (the “Pari Passu Collateral Agent”).

Rights of the Controlling Party

Under the Intercreditor Agreement, the “Controlling Party” has the right to direct the Pari Passu Collateral Agent (i) with respect to foreclosures and (ii) to take other actions with respect to the Common Collateral (and the Authorized Representatives of the Non-Controlling Secured Parties shall comply with the instructions delivered by the Controlling Party with respect to the Common Collateral in connection with such foreclosures and other actions), and the Non-Controlling Secured Parties have no rights to take any action with respect to the Common Collateral under the Intercreditor Agreement (other than at the direction or with the consent of the Controlling Party).

Identity of the Controlling Party

The following rules apply for determining the identity of the Controlling Party at any time that the Step-In Right is not in effect:

(A) The 2019 Noteholder Agent is currently the Controlling Party and will remain the Controlling Party until the earlier of (1) the Discharge of the 2019 Note Obligations and (2) the Non-Controlling Party Enforcement Date (such date, the “Trustee Control Termination Date”).

(B) If any Term Loan Obligations are outstanding on the Trustee Control Termination Date, then the Term Loan Agent shall become the Controlling Party. The Term Loan Agent will remain the Controlling Party until the earlier of (1) the Discharge of the Term Loan Obligations and (2) the Non-Controlling Party Enforcement Date (such date, the “Term Loan Control Termination Date”).

(C) Immediately following the occurrence of both the Trustee Control Termination Date and the Term Loan Control Termination Date, the Controlling Party will be the Authorized Representative of the Series of Pari Passu Obligations that constitutes the largest outstanding principal amount of any then outstanding Series of Pari Passu Obligations with respect to the Common Collateral (the “Major Non-Controlling Party”). The Trustee will be named as the Authorized Representative with respect to the Note Obligations for the purposes described above.

The “Non-Controlling Party Enforcement Date” is the date that is 180 days after the occurrence of both (a) an event of default, as defined in the Term Loan Facility or other applicable governing instrument for the

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Series of Pari Passu Obligations for which the Alternate Controlling Party is the Authorized Representative, as applicable, and (b) the Pari Passu Collateral Agent’s and each other Authorized Representative’s receipt of written notice from the Alternate Controlling Party certifying that (i) such Authorized Representative is the Alternate Controlling Party and that an event of default, as defined in the Term Loan Facility or such other applicable governing instrument for that Series of Pari Passu Obligations, has occurred and is continuing and (ii) the Pari Passu Obligations of that Series are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the Term Loan Facility or such other applicable governing instrument for that Series of Pari Passu Obligations;provided thatthe Non-Controlling Party Enforcement Date shall be stayed and shall not occur and shall be deemed not to have occurred with respect to any Common Collateral (1) at any time that (A) the then current Controlling Party has commenced (or caused the Pari Passu Collateral Agent to commence) and is diligently pursuing any enforcement action with respect to all or a material portion of such Common Collateral and (B) each other Authorized Representative has received written notice from the Controlling Party or the Pari Passu Collateral Agent thereof or (2) at any time an Issuer or the Guarantor that has granted a security interest in such Common Collateral is then a debtor under or with respect to (or otherwise subject to) any insolvency or liquidation proceeding.

Without limiting the Credit Agreement Agent’s right to exercise the Step-In Right, until the Non-Controlling Party Enforcement Date with respect to the applicable Controlling Party (upon which the Alternate Controlling Party shall become the Controlling Party), (a) the Controlling Party shall have the sole right to instruct the Pari Passu Collateral Agent to act or refrain from acting with respect to the Common Collateral, (b) the Pari Passu Collateral Agent shall not follow any instructions with respect to such Common Collateral from any Authorized Representative or other representative of any Non-Controlling Secured Party or other Pari Passu Secured Party (other than the Controlling Party), and (c) no Authorized Representative of any Non-Controlling Secured Party or other Pari Passu Secured Party (other than the Controlling Party) will instruct the Pari Passu Collateral Agent to commence any judicial or non-judicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its interests in or realize upon, or take any other action available to it in respect of, the Common Collateral, except that each Pari Passu Secured Party (i) shall be entitled to take certain actions to preserve and protect their claims and interests with respect to the Pari Passu Obligations, to create, prove, preserve and protect the validity, enforceability, perfection and priority of the Common Collateral and actions that unsecured creditors are entitled to take, and (ii) must take certain actions in order to preserve and protect their secured claims if the failure to take any such actions could result in a loss of all or any material part of such secured claims, in each case of clauses (i) and (ii), to the extent not prohibited in the Intercreditor Agreement.

Step-In Right

The Credit Agreement Agent has the right to become the Controlling Party (such right, the “Step-In Right”) at any time that the Credit Agreement Agent is not then the Controlling Party and (a) an event of default, as defined in the Credit Agreement, has occurred and is continuing, (b) (A) for a period of not less than 180 consecutive days (1) one or more Controlling Parties, collectively, have not commenced (or caused the Pari Passu Collateral Agent to commence) and have not been diligently pursuing any enforcement action with respect to all or a material portion of such Common Collateral and (2) the Issuer or Guarantor that has granted a security interest in such Common Collateral is not then a debtor under or with respect to (or otherwise subject to) any insolvency or liquidation proceeding and (B) the Credit Agreement Agent has notified the Controlling Party and each other Authorized Representative that it desires to become the Controlling Party, and (c) the Credit Agreement Agent has certified to the Pari Passu Collateral Agent and each other Authorized Representative in writing that (i) an event of default, as defined in the Credit Agreement, has occurred and is continuing and (ii) the Credit Agreement Obligations are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the Credit Agreement.

Immediately upon the exercise of the Step-In Right, (a) the Credit Agreement Agent shall automatically become the Controlling Party, (b) the 180-day period in the definition of “Non-Controlling Party Enforcement

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Date” with respect to the Credit Agreement Agent in its capacity as the Controlling Party shall be reset to zero and (c) the 180-day period in the definition of “Non-Controlling Party Enforcement Date” with respect to the Stayed Controlling Party shall be reset to zero and shall be stayed until such time as the Step-In Right has terminated in accordance with the Intercreditor Agreement. Upon the earlier of (1) the Discharge of Credit Agreement Obligations and (2) the Non-Controlling Party Enforcement Date, the Step-In Right shall permanently terminate (and shall no longer be exercisable) and the Stayed Controlling Party shall again become the Controlling Party.

No Contest, Protest or Objection

No Non-Controlling Secured Party (nor its Authorized Representative) may contest, protest or object to any foreclosure proceeding or action brought by the Pari Passu Collateral Agent (on the instruction of the Controlling Party) or the Controlling Secured Party. Each of the Pari Passu Secured Parties has also agreed that it will not contest or support any other person in contesting, (i) in any proceeding (including any insolvency or liquidation proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any of the Pari Passu Secured Parties in all or any part of the Common Collateral, or (ii) the provisions of the Intercreditor Agreement.

Waterfall

If the Pari Passu Collateral Agent, upon instruction from the Controlling Party, is taking action to enforce rights in respect of any Common Collateral, or any distribution is made with respect to any Common Collateral in any bankruptcy proceeding of the Issuer or any Guarantor or any Pari Passu Secured Party receives any payment with respect to any Common Collateral or the proceeds of any sale, collection or other liquidation of any such Common Collateral by the Pari Passu Collateral Agent, the proceeds of any such distribution or payment (subject to the paragraph below under the caption “—Payment Upon Event of Loss of a Vessel” shall be applied pursuant to the Intercreditor Agreement in the following order of priority:

First, to the payment of all unpaid fees, expenses, reimbursements and indemnification amounts incurred by the Pari Passu Collateral Agent and all fees owed to it in connection with such collection or sale or otherwise in connection with the Intercreditor Agreement or any other Pari Passu Document;

Second, to the payment of the Credit Agreement Obligations, including any interest, fees or other amounts that would have accrued on the Credit Agreement Obligations but for the filing of a bankruptcy petition with respect to the Issuer or any Guarantor (regardless of whether allowed or allowable as a claim in any such bankruptcy proceeding);

Third, after discharge of the Credit Agreement Obligations has occurred, to the payment of the other Pari Passu Obligations, including any interest, fees or other amounts that would have accrued on the applicable Pari Passu Obligations but for the filing of a bankruptcy petition with respect to the Issuer or any Guarantor (regardless of whether allowed or allowable as a claim in any such bankruptcy proceeding),pro rata in accordance with the relative amounts thereof on the date of any payment or distribution; and

Fourth, any surplus proceeds then remaining after the Discharge of all Pari Passu Obligations will be returned to the Issuer or the applicable Guarantor or to whomever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

Refrain by Pari Passu Secured Parties; Payment Over

Each Non-Controlling Secured Party acknowledges and agrees that the Pari Passu Collateral Agent shall be entitled, for the benefit of the Pari Passu Secured Parties, (a) to sell, transfer or otherwise dispose of or deal with any Common Collateral that is not prohibited by the Intercreditor Agreement and (b) to act solely on the instructions of the Controlling Party to the extent that such instructions do not require the Pari Passu Collateral Agent to act in violation of the Intercreditor Agreement, in each case, without regard to any rights to which the

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Non-Controlling Secured Parties would otherwise be entitled as a result of the Pari Passu Obligations with respect to the applicable Series. In addition, none of the Pari Passu Secured Parties may seek to have any Common Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Common Collateral. If any Pari Passu Secured Party obtains possession of any Common Collateral or realizes any proceeds or payment in respect thereof, at any time prior to the discharge of each of the Pari Passu Obligations, then it must hold such Common Collateral, proceeds or payment in trust for the other Pari Passu Secured Parties and promptly transfer such Common Collateral, proceeds or payment to the Pari Passu Collateral Agent to be distributed in accordance with the Intercreditor Agreement.

DIP Financing

If an Issuer or any Guarantor becomes subject to any bankruptcy case, the Intercreditor Agreement provides that (1) if an Issuer or any Guarantor shall, as debtor(s)-in-possession, move for approval of financing (the “DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or the use of cash collateral under Section 363 of the Bankruptcy Code, each Pari Passu Secured Party agrees not to object to any such financing or to the Liens on the Common Collateral securing the same (the “DIP Financing Liens”) or to any use of cash collateral that constitutes Common Collateral, unless any Controlling Secured Party, or an Authorized Representative of any Controlling Secured Party, shall then oppose or object to such DIP Financing or such DIP Financing Liens or use of cash collateral (and (i) to the extent that such DIP Financing Liens are senior to the Liens on any such Common Collateral for the benefit of the Controlling Secured Parties, each Non-Controlling Secured Party will subordinate its Liens with respect to such Common Collateral on the same terms as the Liens of the Controlling Secured Parties (other than any Liens of any Pari Passu Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) to the extent that such DIP Financing Liens rankpari passu with the Liens on any such Common Collateral granted to secure the Pari Passu Obligations of the Controlling Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Common Collateral as set forth in the Intercreditor Agreement), in each case so long as:

(A) the Pari Passu Secured Parties of each Series retain the benefit of their Liens on all such Common Collateral pledged to the DIP Lenders, including proceeds thereof arising after the commencement of such proceeding, with the same priority vis-à-vis all the other Pari Passu Secured Parties (other than any Liens of the Pari Passu Secured Parties constituting DIP Financing Liens) as existed prior to the commencement of the bankruptcy case,

(B) the Pari Passu Secured Parties are granted Liens on any additional Collateral as adequate protection or otherwise in connection with such DIP Financing or use of cash Collateral, with the same priority vis-à-vis the Pari Passu Secured Parties as set forth in the Intercreditor Agreement,

(C) if any amount of such DIP Financing or cash collateral is applied to repay any of the Pari Passu Obligations, such amount is applied pursuant to the Intercreditor Agreement, and

(D) if any Pari Passu Secured Parties are granted adequate protection, including in the form of periodic payments, in connection with such DIP Financing or use of cash Collateral, the proceeds of such adequate protection is applied pursuant to the Intercreditor Agreement;

provided that the Pari Passu Secured Parties of each Series shall have a right to object to the grant of a Lien to secure the DIP Financing over any Collateral subject to Liens in favor of any Pari Passu Secured Parties of such Series that shall not constitute Common Collateral; andprovided,further, that the Pari Passu Secured Parties receiving adequate protection shall not object to any other Pari Passu Secured Party receiving adequate protection comparable to any adequate protection granted to such Pari Passu Secured Parties in connection with a DIP Financing or use of cash Collateral.

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Change in Pari Passu Obligations

The Pari Passu Collateral Agent, on behalf of the Authorized Representative of each Series of Pari Passu Obligations, acknowledged that the Pari Passu Obligations of any Series may, subject to the limitations set forth in the other Pari Passu Documents, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced or otherwise amended or modified from time to time, all without affecting the priorities set forth in the Intercreditor Agreement defining the relative rights of the Pari Passu Secured Parties of any Series.

Payment Upon Event of Loss of a Vessel

Notwithstanding the pro rata payment provisions of the Intercreditor Agreement, in the event that the Issuer or any Guarantor shall at any time, or from time to time, receive any Event of Loss Proceeds, an amount equal to such Event of Loss Proceeds shall, in accordance with and to the extent required by the provisions of the 2019 Indenture, the Indenture, the Term Loan Facility, the Second Term Loan Facility or any Other Pari Passu Facility, be applied as a mandatory prepayment of the applicable Pari Passu Obligations in accordance with, and to the extent required by, the terms of the foregoing Pari Passu Documents. The Pari Passu Collateral Agent is required to place (at the expense of the Issuer) Mortgagee’s interest insurance. Mortgagee’s interest insurance is intended to provide payment to the holder of a ship mortgage in the event there are no proceeds from the underlying hull policies in a total loss situation because the Issuer or relevant Guarantor has breached its warranties in the hull insurance policy. Such a breach would give insurance underwriters a valid defense to payment under the underlying hull policies.

Other Pari Passu Obligations

To the extent, but only to the extent permitted by the provisions of the Pari Passu Documents, the Issuer may incur or issue and sell one or more Series of Other Pari Passu Obligations. Any such additional Series of Other Pari Passu Obligations may be secured by a Lien that rankspari passu with the Liens securing the Pari Passu Obligations, if and subject to the condition that the representative of any such additional class or Series of Pari Passu Obligations, acting on behalf of the holder of such Obligations, becomes a party to the Intercreditor Agreement by satisfying the conditions set forth therein.

No provision of the Intercreditor Agreement can be terminated, waived, amended or modified (other than pursuant to any joinder agreement) without the consent of each Authorized Representative. Notwithstanding the foregoing, the consent of 100% of the holders of the applicable Series of Pari Passu Secured Obligations is required to approve any amendment or waiver of the Collateral Agreements that (i) except as permitted under the Intercreditor Agreement with respect to DIP Financings, subordinates the Liens of the Pari Passu Secured Parties to which such Pari Passu Secured Obligations are owed in the Common Collateral to any other Lien (other than Permitted Liens that, under the terms of Pari Passu Documents with respect to such Series are entitled to rank senior in priority to the Liens securing the Pari Passu Secured Obligations of such Series), (ii) effects any changes in the application of proceeds of the Common Collateral that would adversely affect such Pari Passu Secured Parties or (iii) makes any change in provisions dealing with the required vote of holders of the Pari Passu Secured Obligations of such Pari Passu Secured Parties required to approve any amendment or waiver. In the event of any conflict between the terms of the Intercreditor Agreement and the Indenture, the notes, any Collateral Agreement or any other Pari Passu Document, the terms of the Intercreditor Agreement shall control.

Single Set of Security Documents

It is intended that none of the Pari Passu Secured Parties will cause or permit to exist any Liens on Common Collateral other than Liens in favor of the Pari Passu Collateral Agent securing the Pari Passu Secured Obligations. The Intercreditor Agreement contains provisions to give effect to this intention and that irrevocably appoint the Pari Passu Collateral Agent as agent for the Noteholder Collateral Agent.

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Partial Vessel Sales

From time to time, the Issuer and its Restricted Subsidiaries may consider the sale, conveyance or other transfer of a minority interest in a Vessel. Any such sale, conveyance or other transfer will be subject to the terms of the Indenture, including the “Restricted Payments,” “Asset Sales” and “Vessel Transfer and Partial Vessel Sales” covenants, may be subject to the “Merger, Consolidations; or Sale of Assets” and “Change of Control” covenants, and will be subject to the terms of the Intercreditor Agreement. The following provisions set forth how the terms of the Intercreditor Agreement and the other Pari Passu Documents will apply, upon the receipt of the Requisite Consents from holders of applicable Pari Passu Obligations, in respect of any such sale, conveyance or other transfer:

(a)Authorization by Holders of Notes. Each holder of notes, by its purchase and acceptance of notes, irrevocably and unconditionally (i) consents and agrees to the terms set forth below, (ii) appoints the Noteholder Collateral Agent to consent, agree and to otherwise act as its agent with respect to the terms set forth below and (iii) instructs the Pari Passu Collateral Agent and the Trustee to take all actions required with respect to the notes, the Intercreditor Agreement and the related Collateral to give effect to such terms upon the effectiveness of such provisions as set forth in clauses (b) through (d) below.

(b)Need for Requisite Consents. The Issuer and its Restricted Subsidiaries agree that the provisions set forth in clauses (a), (c) and (d) shall become effective only upon the requisite Pari Passu Secured Parties, other than the Noteholder Collateral Agent and the holders of notes (the consent and instruction with respect thereto will be provided as set forth above), providing any applicable consent or instructions required under the Intercreditor Agreement and the applicable Pari Passu Document (collectively, the “Requisite Consents”). For the avoidance of doubt, none of the foregoing shall permit any Person to take, or prohibit any Person from taking, any action for which any Pari Passu Document requires the consent of each holder of Pari Passu Obligations, in each case, prior to the receipt of such consent.

(c)Partial Vessel Sales. Upon and after receipt of the Requisite Consents, the Grantors are permitted from time to time to sell, convey or otherwise transfer to another Person (the “Vessel Minority Interest Owner”) partial interests in a Vessel, subject to the terms and conditions set forth in the applicable Pari Passu Document, including without limitation, the terms of the Indenture and the Collateral Agreements;provided that, in any event, such sale, conveyance, or transfer shall be subject to the Ship Mortgage with respect to such Vessel. If the Pari Passu Collateral Agent receives any amount in payment or on account of any Pari Passu Secured Obligations and the Pari Passu Collateral Agent pays or distributes to the Vessel Minority Interest Holder all or part of such amount by reason of clause (i) or (ii) below, then each Grantor shall be and remain liable to the Pari Passu Secured Parties for, and the Pari Passu Secured Obligations shall not be reduced by, the amount so paid or distributed to the same extent as if such amount had never originally been received by the Pari Passu Collateral Agent, and any guarantee of the Pari Passu Secured Obligations with respect to such amount shall continue to be effective or be reinstated, as the case may be, all as if such payment or distribution had not occurred. In connection with the foregoing:

(i) upon the occurrence of any Event of Loss (however defined in any Pari Passu Document) in respect of the applicable Vessel and the receipt of Event of Loss Proceeds by the Pari Passu Collateral Agent, notwithstanding the redemption provisions set forth under “—Mandatory Redemption Upon Event of Loss of a Vessel” or the equivalent redemption or repayment provisions in any other Pari Passu Document to the contrary, the Pari Passu Collateral Agent shall distribute such Event of Loss Proceeds as follows:

(A)first, to the payment of all unpaid fees, expenses, reimbursements and indemnification amounts owed to the Pari Passu Collateral Agent and any other Agent or Authorized Representative and all fees owed to any of them in connection with the collection of such proceeds (regardless of whether allowed or allowable as a claim in any bankruptcy proceeding), pro rata in accordance with the relative amounts thereof on the date of any payment or distribution; and

(B)second, with the remaining balance of the applicable Event of Loss Proceeds after giving effect to the distribution set forth in the immediately preceding subclause (A), (1) to such Vessel Minority

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Interest Owner, in an amount equal to the product of (x) such remaining balance and (y) the percentage of ownership interest in the applicable Vessel of the Vessel Minority Interest Owner and (2) to the Pari Passu Secured Parties, in an amount equal to the product of (x) such remaining balance and (y) the percentage of ownership interest in the applicable Vessel not owned by such Vessel Minority Interest Owner, to be distributed in accordance with the terms of the Intercreditor Agreement;

(ii) upon any exercise of rights and remedies by the Pari Passu Collateral Agent or any other Pari Passu Secured Party pursuant to applicable law or any Pari Passu Document with respect to the applicable Vessel or the proceeds thereof, the Pari Passu Collateral Agent shall distribute the proceeds of any Shared Payments received in respect thereof as follows:

(A)first, to the payment in full of (x) all obligations secured by liens and encumbrances existing on or with respect to such Vessel (other than the relevant Ship Mortgage) and (y) all other obligations having priority to the relevant Ship Mortgage under applicable law ;

(B)second, to the payment of all unpaid fees, expenses, reimbursements and indemnification amounts owed to the Pari Passu Collateral Agent and all fees owed to it in connection with such collection or sale or otherwise in connection with the Intercreditor Agreement or any other Pari Passu Document (regardless of whether allowed or allowable as a claim in any bankruptcy proceeding), pro rata in accordance with the relative amounts thereof on the date of any payment or distribution; and

(C)third, with the remaining balance of the applicable Shared Payments after giving effect to the distributions set forth in the immediately preceding subclauses (A) and (B), (1) to such Vessel Minority Interest Owner, in an amount equal to the product of (x) such remaining balance and (y) the percentage of ownership interest in the applicable Vessel of the Vessel Minority Interest Owner and (2) to the Pari Passu Secured Parties, in an amount equal to the product of (x) such remaining balance and (y) the percentage of ownership interest in the applicable Vessel not owned by such Vessel Minority Interest Owner, to be distributed in accordance with the terms of the Intercreditor Agreement;

(iii) any bill of sale or other instrument of partial transfer shall state on its face that the interest transferred to the Vessel Minority Interest Owner is subject to the lien of the relevant Ship Mortgage, and the Vessel Minority Interest Owner shall explicitly acknowledge to the Pari Passu Collateral Agent that the Vessel Minority Interest Owner takes such interest subject to the relevant Ship Mortgage; and

(iv) no provision of any Pari Passu Document shall limit or otherwise prohibit or restrict such Grantor’s ability to distribute to such Vessel Minority Interest Owner its pro rata share of revenue, earnings or other distributions due and owing and made in respect of such Vessel; provided that this clause (iv) shall be subject to the foregoing clauses (i) through (iii) and shall not modify or limit the application of any provision of any Pari Passu Document.

(d)Authorization of Agents. Notwithstanding anything to the contrary in any Pari Passu Document, upon and after receipt of the Requisite Consents, without the need for any further consent or other action by any Pari Passu Secured Party or Agent, then the Pari Passu Collateral Agent, the Controlling Party and any other Agent or other representative whose consent is otherwise required may amend, restate, supplement or otherwise modify any Pari Passu Document, including, without limiting the generality of the foregoing, all security agreements, ship mortgages, financing statements, other lien instruments, insurance arrangements and agreements, and intercreditor agreements, enter into one or more other Pari Passu Documents and may take any other action that is reasonably incidental thereto to give effect to or to evidence the foregoing, and each of:

(i) each applicable Agent;

(ii) each Authorized Representative, including without limitation the applicable Controlling Party;

(iii) the applicable Controlling Secured Parties; and

(iv) the Pari Passu Collateral Agent,

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will then take such actions as may be requested by the Issuer or the applicable Restricted Subsidiary in its reasonable discretion to give effect to or to evidence the foregoing and that are otherwise not prohibited by any of the Pari Passu Documents and each such Agent, Authorized Representative, Controlling Party or Pari Passu Collateral Agent shall act upon the written instruction of the Issuer or the applicable Restricted Subsidiary with respect thereto. Upon and after the receipt of the Requisite Consents, no Pari Passu Secured Party shall contest, protest or object to any action taken by the Pari Passu Collateral Agent, the Controlling Secured Parties, the Controlling Party or any applicable Agent or any other exercise by the Pari Passu Collateral Agent, the Controlling Party, the Controlling Secured Parties or any applicable Agent, in each case, to the extent (and only to the extent) that the Pari Passu Collateral Agent, the Controlling Party, the Controlling Secured Parties or such Agent, as the case may be, considers such action or exercise necessary or desirable to give effect to or to evidence the foregoing.

Release of Liens

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

(1) upon the full and final payment and performance of all Note Obligations of the Issuer and the Guarantors;

(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 Pari Passu 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 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 is 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 Pari Passu 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 is permitted to 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 Pari Passu 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 (a) 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 or (b) any amendment to, or other agreement in respect of, the Tungsten Explorer Construction Contract to the extent that any such amendment or agreement would be materially adverse to the Issuer or any of the Restricted Subsidiaries or the holders of the notes.

To the extent that any instrument, Mortgage or other document is required to be delivered to give effect to and perfect the Liens (including with respect to theTungsten Explorer when title thereto becomes legally vested in the applicable Guarantor), 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 20 business days following the Issue Date or, if an asset is acquired or delivered after the Issue Date, not later than 20 business days after such acquisition or delivery date;provided,however, that with respect to the Mortgage amendments in respect of the Panamanian flag vessels theEmerald Driller, theSapphire Driller, theTopaz Driller and theAquamarine Driller, the Issuer and the Guarantors will be required to file such instruments, Mortgages and/or other documents no later than the second business day following the Issue 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 20 business days or as soon as practicable where applicable local law requires additional time for compliance with applicable legal requirements; 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.

In furtherance of the foregoing, 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 Pari Passu 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;

(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; and

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(iii) not assign or grant a security interest or pledge in or of the Tungsten Explorer Construction Contract or Tungsten Explorer Refund Guarantee to any Person other than the Pari Passu Collateral Agent.

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, vessel management and insurance (with named windstorm coverage exclusions in the Gulf of Mexico unless the insurance advisor(s) to the Pari Passu Collateral Agent advises that such named windstorm coverage is available in the Gulf of Mexico on a commercially reasonable basis and customary with respect to the operation in the drilling industry of any Vessel in the Gulf of Mexico).

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 Pari Passu Collateral Agent to enter into the Collateral Agreements to which it is a party, and to have authorized and empowered the Pari Passu 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 Pari Passu Collateral Agent, 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 Our Indebtedness and the Notes—Rights of holders of notes in the collateral may be adversely affected by bankruptcy proceedings.” The ability of the Pari Passu Collateral Agent, 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 Our Indebtedness and the Notes—Because the issuer and parent and certain restricted subsidiaries and guarantors 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” and “—Risks Related to Business and Our Industry—Failure to obtain delivery of theCobalt Explorer could have a material adverse effect on our business.”

The Liens on some of the Collateral securing Note Obligations were not perfected as of the Issue Date. For example, Parent or its relevant Subsidiary is not scheduled to make the Tungsten Explorer Final Construction Payment under the Tungsten Explorer Construction Contract and take delivery until the second quarter of 2013 and therefore the Vessel did not constitute Collateral on the Issue Date of the old notes. In addition, the necessary amendments to the Mortgages for the Panamanian flag vessels theEmerald Driller, theSapphire Driller, theTopaz Driller and theAquamarine Driller were delivered on the Issue Date of the old notes, but filed no later than the second business day after the Issue Date, the earliest possible filing date with the Panamanian consulate, which was expected to be closed on the Issue Date of the old notes and the next succeeding business day for scheduled holidays. Accordingly, some of the instruments and other documents required to perfect or enhance the priority of a perfected security interest in certain types of Collateral (e.g., the Mortgage in respect of theTungsten Explorer, the amendments to the Mortgages for the Panamanian flag vessels theEmerald Driller, theSapphire Driller, theTopaz Driller and theAquamarine Driller , the earnings from any Tungsten Explorer Drilling Contract, the deposit accounts and securities accounts) were not delivered or filed on or prior to the Issue Date of the old notes. 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

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challenged by another party, the Issuer and its Subsidiaries file for bankruptcy or insolvency or there is a related foreclosure action on these assets. See “Risk Factors—Risks Related to Our Indebtedness and the Notes—There may not be sufficient collateral to pay all or any portion of the notes, including because the other holders of pari passu obligations will have pari passu liens on the collateral securing the notes and the other pari passu obligations” and “—Failure to obtain delivery of theCobalt Explorer could have a material adverse effect on our business.”

Additionally, the Pari Passu 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 or become liable for other obligations of the Issuer or relevant Guarantor such as maritime liens. Consequently, the Pari Passu 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 or other Pari Passu Document, 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 assets 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 Our Indebtedness and the Notes—There may not be sufficient collateral to pay all or any portion of the notes, including because the other holders of pari passu obligations will have pari passu liens on the collateral securing the notes and the other pari passu obligations.” 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 Our Indebtedness and the Notes—Foreclosing on the collateral may be difficult.”

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

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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 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 Guarantors 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

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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 April 1, 2016. At any time prior to April 1, 2016, 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 (which amount includes additional notes, if any) at a redemption price equal to 107.125% 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 (including any additional notes) 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 60 days of the date of the closing of such Equity Offering.

Optional Redemption On and After April 1, 2018. On or after April 1, 2018, 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:

For the Period Below	Percentage
On or after April 1, 2018		103.5625	%
On or after April 1, 2019		102.3750	%
On or after April 1, 2020		101.1875	%
On or after April 1, 2021 and thereafter		100.0000	%

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.

Optional Redemption Prior to April 1, 2018. At any time prior to April 1, 2018, the Issuer 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 outstanding 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 and any Additional Amounts to the extent any Additional Amounts are due and owing 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

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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.

Mandatory Redemption Upon Event of Loss of a Vessel

Upon the occurrence or happening of any Event of Loss, the Issuer shall be required to redeem notes and other Pari Passu Obligations containing provisions similar to those set forth in the Indenture with respect to a redemption upon an Event of Loss, the maximum principal amount of notes and such other Pari Passu Obligations that may be purchased out of the Event of Loss Proceeds received in respect of such loss (rounded to the nearest $1,000) upon not less than 30 nor more than 60 days’ notice to the Trustee, 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. The Issuer shall deliver the redemption notice to the holders of the notes within 30 days of the receipt of any Event of Loss Proceeds. If the aggregate principal amount of notes and other Pari Passu Obligations exceeds the amount of Event of Loss Proceeds, the Pari Passu Collateral Agent shall select notes and such other Pari Passu Obligations to be redeemed on apro rata basis. All Event of Loss Proceeds received in respect of an Event of Loss will be required to be deposited in a deposit account controlled by the Pari Passu Collateral Agent and held as Common Collateral subject to a Lien under the Collateral Agreements pending their application to redemption of notes and such other Pari Passu Obligations and, from such deposit account, the Pari Passu Collateral Agent may withdraw funds to deploy the Event of Loss Proceeds in compliance with the foregoing.

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 “Changeof 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 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 send 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 sent (the “Change of Control Payment Date”), pursuant to the procedures required by the Indenture and described in such

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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 send 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 note equal in principal amount to any unpurchased portion of the notes surrendered, if any;provided that each such 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 are 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.

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

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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 or upon a Mandatory Redemption Upon Event of Loss of a Vessel could cause a default under these other agreements, even if the Change of Control or Asset Sale or event giving rise to the Mandatory Redemption Upon Event of Loss of a Vessel 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 or event giving rise to the Mandatory Redemption Upon Event of Loss of a Vessel 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 Our Indebtedness and 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 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 any Asset Sale unless:

(1) Parent, 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;

(2) at least 75% of the consideration received in the Asset Sale by Parent, the Issuer or such Restricted Subsidiary is in the form of cash;provided, however, (i) 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 and (ii) any Vessel Asset Sale in respect of a Deepwater Vessel shall not be permitted until the Tungsten Explorer Delivery Date has occurred; and

(3) in the case of a Vessel Asset Sale of a Deepwater Vessel, Parent would, immediately after giving pro forma effect thereto, including the application of the net proceeds therefrom, as if the same had occurred on the first day of the applicable four-quarter period, (A) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in clause (a) of the first paragraph of the “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant, or (B) have a Consolidated Interest Coverage Ratio that is no worse than the Consolidated Interest Coverage Ratio immediately prior to such Vessel Asset Sale.

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

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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;

(b) any securities, notes or other obligations received by the Issuer or any such Restricted Subsidiary from such transferee that are converted by the Issuer or such Restricted Subsidiary into cash within 180 days of the receipt thereof, to the extent of the cash received in that conversion;

(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; and

(d) any Designated Non-cash Consideration, when taken together with all other Designated Non-cash Consideration received pursuant to this clause (d) that is at that time outstanding, not to exceed 5% of Issuer’s Consolidated Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value).

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

(1) to repay Indebtedness of the Issuer or the Restricted Subsidiaries, including notes and permanent reductions of Obligations under any Credit Facility (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto);

(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;

providedthat clauses (2) through (4) above shall be deemed to be satisfied if a bona fide binding contract committing to make the investment, acquisition or expenditure referred to herein is entered into by Parent, the Issuer or any Restricted Subsidiary, as the case may be, with a Person within the time period specified in the preceding paragraph and such Net Proceeds are subsequently applied in accordance with such contract within one year and six months following the date of such Asset Sale. In the event any such contract is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, then such Net Proceeds must be applied as set forth herein and if such termination or cancellation occurs later than the 360-day period, shall constitute Excess Proceeds as set forth below.

Pending the final application of any Net Proceeds, the Issuer may temporarily reduce outstanding revolving credit Indebtedness of Parent, the Issuer, any Restricted Subsidiary or any Other Guarantor, or otherwise 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 $20.0 million, the Issuer will, within ten (10) business days thereof, make an offer (the “Asset Sale Offer”) to all holders of notes and all holders of other Pari Passu Obligations 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 Obligations 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

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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 Obligations 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 Obligations to be purchased on apro 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.

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 apro 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 sent (or transmitted otherwise in accordance with the procedure of DTC) 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 sent 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, at the Issuers’ option and discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an Equity Offering or Change of Control, as the case may be. If any such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuers’ discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date so delayed.

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 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 (and in the case of global notes, in accordance with the procedures of DTC). 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

Set forth below are summaries of certain covenants that are contained in the Indenture. If on any date following the Issue Date, (i) the notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default has occurred and is continuing under the Indenture then, beginning on that day (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the covenants specifically listed under the following captions in this “Description of Notes” section of this prospectus will be suspended (collectively, the “Suspended Covenants”):

(1) “—Incurrence of Indebtedness and Issuance of Preferred Stock”;

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(2) “—Restricted Payments”;

(3) “—Dividend and Other Payment Restrictions Affecting Subsidiaries”;

(4) “—Asset Sales”;

(5) “—Transactions with Affiliates”;

(6) clause (4) of the first paragraph of “—Merger, Consolidation; Sale of Assets”; and

(7) “—Additional Note Guarantees.”

If and while Parent, the Issuer, the Restricted Subsidiaries and the Other Guarantors are not subject to the Suspended Covenants, the notes will be entitled to substantially less covenant protection. In the event that Parent, the Issuer, the Restricted Subsidiaries and the Other Guarantors are not subject to the Suspended Covenants under the indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the notes below an Investment Grade Rating, then Parent, the Issuer, the Restricted Subsidiaries and the Other Guarantors will thereafter again be subject to the Suspended Covenants under the Indenture with respect to events from any such Reversion Date until the maturity of the notes unless there is a subsequent Suspension Period. The period of time between any Covenant Suspension Event and any Reversion Date is referred to in this description as the “Suspension Period.”

On any Reversion Date, all Indebtedness incurred, or Disqualified Stock or preferred stock issued, during the Suspension Period will be classified as having been incurred or issued pursuant to the first paragraph of “—Incurrence of Indebtedness and Issuance of Preferred Stock” below or one of the clauses set forth in the second paragraph of “—Incurrence of Indebtedness and Issuance of Preferred Stock” below (to the extent such Indebtedness or Disqualified Stock or preferred stock would be permitted to be incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred or issued prior to the Suspension Period and outstanding on the Reversion Date);provided that to the extent such Indebtedness, Disqualified Stock or preferred stock would not be so permitted to be incurred or issued pursuant to the first or second paragraph of “—Incurrence of Indebtedness and Issuance of Preferred Stock,” such Indebtedness, Disqualified Stock or preferred stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (3) of the second paragraph under “—Incurrence of Indebtedness and Issuance of Preferred Stock.��� Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under “—Restricted Payments” will be made as though the covenant described under “—Restricted Payments” had been in effect since the Issue Date and prior to, but not during, the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under the first paragraph of “—Restricted Payments.” As described above, however, no Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by Parent, the Issuer, the Restricted Subsidiaries and the Other Guarantors during the Suspension Period. Within 30 days of such Reversion Date, the Issuer must comply with the terms of the covenant described under “—Certain Covenants—Additional Note Guarantees.”

Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period (including any action taken or omitted to be taken with respect thereto) or after the Suspension Period based solely on events that occurred during the Suspension Period will not give rise to a Default or Event of Default under the Indenture. In addition, the Indenture also permits, without causing a Default or Event of Default, Parent, Issuer, Restricted Subsidiaries and Other Guarantors to honor any contractual commitments entered into during a Suspension Period following a Reversion Date;provided that such contractual commitments were entered into during the Suspension Period and not in contemplation of a reversion of the Suspended Covenants.

For purposes of the “—Asset Sales” covenant, on the Reversion Date, any unutilized Excess Proceeds amount will be reset to zero.

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There can be no assurance that the notes will ever achieve or maintain Investment Grade Ratings.

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 Parent, the Issuer or any Restricted Subsidiary that is a Guarantor that is contractually subordinated to the notes or to any Note Guarantee (excluding any intercompany Indebtedness between or among Parent, the Issuer and any of such Restricted Subsidiaries that are Guarantors), 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 givingpro 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 Consolidated Interest Coverage Ratio 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), (9) and (10) 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 Issue Date 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

(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

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(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;plus

(f) $25.0 million.

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 sale (other than to a Subsidiary of the Issuer) of, Equity Interests of the Issuer (other than Disqualified Stock) or from the contribution of common equity capital to the Issuer, in each case, within 180 days of such exchange, sale or contribution;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 apro 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 Consolidated Interest Coverage Ratio set forth in clause (b) of the first paragraph of the “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant;

(6) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(7) Restricted Payments by the Issuer or any Restricted Subsidiary to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or warrants or upon the conversion or exchange of Capital Stock of any such Person;

(8) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Issuer or any Restricted Subsidiary held by any current or former officer, director or employee of the Issuer or any of its Restricted Subsidiaries pursuant to any equity subscription agreement, severance agreement, stock option agreement, shareholders’ agreement or similar agreement;provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not

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exceed $2.0 million in any twelve-month period (with any portion of such $2.0 million that is unused in any twelve-month period to be carried forward to successive twelve-month periods and added to such amount);

(9) Permitted Parent Payments; and

(10) Permitted Operating Expense and Tax Reimbursements.

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 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 3.5% of Parent’s Consolidated Tangible Assets.

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 or any Other Guarantor may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock and any Other Guarantor may issue shares of preferred 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 Consolidated Interest Coverage Ratio of 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 at least 2.0 to 1,

in each case determined on apro forma basis (including apro 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 Parent, the Issuer and the Guarantors of additional Indebtedness and letters of credit under a Credit Facility (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Issuer and the Guarantors thereunder) in a maximum aggregate principal amount at any one time outstanding under this clause (1) not to exceed $200.0 million;

(2) the incurrence by the Issuer and any Guarantor of Indebtedness represented by (a) the Term Loan Facility (and any guarantees thereof) in an aggregate principal amount for this clause (2)(a) at any one time outstanding not to exceed $500.0 million and (b) the Second Term Loan Facility (and any

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guarantees thereof) in an aggregate principal amount for this clause (2)(b) at any one time outstanding not to exceed $350.0 million;

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

(4) the incurrence by Parent, the Issuer, any Other Guarantor or any Restricted Subsidiary of Existing Indebtedness (other than Indebtedness described in clauses (1), (2) and (3) of this paragraph);

(5) the incurrence by Parent, the Issuer, the Restricted Subsidiaries or any Other Guarantor 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, the Restricted Subsidiaries or such Other Guarantor;provided that Parent would be able to incur at least $1.00 of additional Indebtedness pursuant to the ratio set forth in clause (a) of the first paragraph of this covenant after giving effect to the incurrence of any such Indebtedness pursuant to this clause (5);

(6) Indebtedness of (a) Parent or any Other Guarantor 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, any Other Guarantor, 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, an Other Guarantor, 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, such Restricted Subsidiary or such Other Guarantor, Parent or the Issuer, as applicable, would have been able to incur at least $1.00 of additional Indebtedness pursuant to the 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 or an Other Guarantor;

(7) the incurrence by Parent, the Issuer, any Restricted Subsidiary or any Other Guarantor 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), (6) or this clause (7);

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

(1) if (A) the Issuer or any Restricted Subsidiary is the obligor on such Indebtedness and the payee is not the Issuer or a Restricted Subsidiary or (B) Parent or any Other Guarantor is the obligor on such Indebtedness and the payee is not Parent or an Other Guarantor, as applicable, 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

(2) any (A) subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Parent, the Issuer, a Restricted Subsidiary or an Other Guarantor, or (B) sale or other transfer of any such Indebtedness to a Person that is not Parent, the Issuer, a Restricted Subsidiary or Other Guarantor,

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

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(9) the incurrence by the Parent, the Issuer, any Restricted Subsidiary or an Other Guarantor of Hedging Obligations in the ordinary course of business;

(10) the guarantee by Parent, the Issuer, any Restricted Subsidiary or any Other Guarantor of Indebtedness of Parent, the Issuer, any Restricted Subsidiary or any Other Guarantor that was permitted to be incurred by another provision of this covenant;provided that if the Indebtedness being guaranteed is subordinated to orpari passu with the notes, then the guarantee shall be subordinated orpari 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 Parent, the Issuer, any Restricted Subsidiary or any Other Guarantor 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 Parent, the Issuer, any Restricted Subsidiary or any Other Guarantor 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 Parent, the Issuer, any Restricted Subsidiary or any Other Guarantor 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 Parent, the Issuer, any Restricted Subsidiary or any Other Guarantor in connection with such disposition; and

(14) the incurrence by Parent, the Issuer, any Restricted Subsidiary or any Other Guarantor 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 $125.0 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, Disqualified Stock or preferred stock 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 divide and classify such item of Indebtedness on the date of its incurrence, or later re-divide or re-classify all or a portion of such item of Indebtedness, Disqualified Stock or preferred stock in any manner that complies with this covenant. The accrual of interest or preferred stock dividends, 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 preferred stock in the form of shares of the same class of preferred stock, Disqualified Stock in the form of additional shares of the same class of

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Disqualified Stock will be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock or preferred 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 or Other Guarantor 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 or property now owned or hereafter acquired that secures any Obligations under any Indebtedness (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;

(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 Facility,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, the Term Loan Facility and the Second Term Loan Facility 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;

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

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

(5) any instrument governing Indebtedness or Equity Interests of a Person acquired by the Parent, the Issuer, any of the Restricted Subsidiaries or any Other Guarantor as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests 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 or Other Guarantor that restricts distributions by that Restricted Subsidiary or Other Guarantor 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;

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

(14) any customary encumbrances or restrictions imposed pursuant to any agreement of the type described in the definition of “Permitted Investments.”

Merger, Consolidation; Sale of Assets

None of Parent, the Issuer or any other Guarantor will, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not Parent, the Issuer or such other Guarantor, 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 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, the Issuer or such other Guarantor, as applicable, is the surviving Person; or (b) the Person formed by or surviving any such consolidation or merger (if other than Parent, the Issuer or such other Guarantor, 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;

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(2) the Person formed by or surviving any such consolidation or merger (if other than Parent, the Issuer or such other Guarantor, as applicable) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of Parent, the Issuer or such other Guarantor, as applicable, under the notes, Note Guarantees and the other Obligations under the Indenture, the Registration Rights Agreement and the Collateral Agreements, as 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 givingpro 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 test set forth in the first paragraph of the “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant.

In addition, neither Parent nor the Issuer will, directly or indirectly, lease all or substantially all of the properties and assets of any of them or the Restricted Subsidiaries or Other Guarantors, 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. Clause (4) of the first paragraph of this covenant will not apply to any Guarantor, other than Parent.

Transactions with Affiliates

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, 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 Parent, the Issuer, any Restricted Subsidiary or any Other Guarantor (each, an “Affiliate Transaction”) unless:

(1) the Affiliate Transaction is on terms that are no less favorable to Parent, the Issuer, any applicable Restricted Subsidiary or any applicable Other Guarantor than those that would have been obtained in a comparable transaction by Parent, the Issuer, any applicable Restricted Subsidiary or any applicable Other Guarantor with an unrelated Person or, if there is no such comparable transaction, on terms that are fair and reasonable to Parent, the Issuer, any applicable Restricted Subsidiary and any applicable Other Guarantor and reflect an arms’ length negotiation; and

(2) Parent delivers to the Trustee:

(a) with respect to any Affiliate Transaction or series of related 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 Affiliate Transaction complies with this

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covenant and that such 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 Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $100.0 million, an opinion as to the fairness to Parent, the Issuer, any applicable Restricted Subsidiary or any applicable Other Guarantor of such 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 Affiliate Transactions 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 Parent, the Issuer, 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 $5.0 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); and

(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.

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.

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 Facility, the Term Loan Facility, the Second Term Loan Facility or any other Pari Passu

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Obligation 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 or otherwise accede to or join 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 Triggerprovided 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 or as soon as practicable where applicable local law requires additional time for compliance with applicable legal requirements.

Vessel Transfers and Partial Vessel Sales

Vessel Transfers

The Issuer and the Guarantors will be permitted to transfer all of the legal title to a Vessel from one existing Guarantor to another existing Guarantor (or to an entity that simultaneously with such transfer becomes a Guarantor) subject to all of the existing security covering such Vessel remaining in place. The Issuer also covenants in the Indenture as follows:

(1) the Issuer will give the Pari Passu Collateral Agent written notice of any such proposed transfer not fewer than 30 days prior to the anticipated date of such transfer;

(2) the bill of sale or other instrument of transfer will explicitly state that the transfer is subject to the assumption or continuance of the existing Ship Mortgage in full force and effect;

(3) the relevant Vessel will be duly re-registered in the name of the transferee Guarantor under the laws and flag of the relevant jurisdiction simultaneously with such transfer and evidence thereof delivered to the Pari Passu Collateral Agent on such date;

(4) if appropriate in the opinion of the legal counsel described in subclause (7) below, an instrument of assumption of mortgage will be executed by the transferee Guarantor and the Pari Passu Collateral Agent and registered promptly with such transfer with the appropriate authorities of the Vessel’s jurisdiction of registry, or any such other instrument required to perfect a Ship Mortgage in favor of the Pari Passu Collateral Agent as required by the Vessel’s jurisdiction of registry;

(5) simultaneously with such transfer, the transferee Guarantor will acknowledge in writing to the Pari Passu Collateral Agent that the Ship Mortgage and all other Collateral relating to the Vessel remains in full force and effect and is ratified and confirmed by the transferee Guarantor;

(6) on the same date of such transfer, the Issuer and the transferee Guarantor will deliver to the Pari Passu Collateral Agent a certificate of ownership and encumbrance or similar certificate issued by the jurisdiction of registration of the Vessel evidencing re-registration in the name of the transferee Guarantor and the continuance of the Ship Mortgage in favor of the Pari Passu Collateral Agent; and

(7) the Issuer will cause to be delivered to the Pari Passu Collateral Agent on the same date of such transfer a legal opinion from outside counsel reasonably satisfactory to the Pari Passu Collateral Agent to the following effect (i) the Vessel is duly registered (preliminarily registered if the jurisdiction is Panama) in the name of the transferee Guarantor with the appropriate authorities of the Vessel’s jurisdiction of

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registry; (ii) the Ship Mortgage constitutes the legal, valid and binding obligation of the transferee Guarantor and remains duly registered as a first priority Lien or ship mortgage in favor of the Pari Passu Collateral Agent with priority dating back to the date on which such Ship Mortgage was initially registered in favor of the Pari Passu Collateral Agent; (iii) an assumption of the Ship Mortgage by the transferee Guarantor has been duly registered (preliminarily registered if the jurisdiction is Panama) (or an opinion that such an assumption is not required to maintain the status of the mortgage or the assumption by the transferee Guarantor of all obligations of the mortgagor thereunder); (iv) all Collateral relating to the Vessel constitutes legal, valid and binding obligations of the transferee Guarantor; (v) all filings and consents in the relevant jurisdictions have been obtained or made; and (vi) such transfer is in compliance with the terms of the Indenture. Such legal opinion shall also contain such other opinions as are requested by the Pari Passu Collateral Agent and otherwise be in form and substance reasonably satisfactory to the Pari Passu Collateral Agent. The counsel issuing such opinion may rely on local counsel admitted to practice in the jurisdiction of registration of the Vessel with respect to matters governed by the laws of such jurisdiction. If the vessel transferred is registered under the laws and flag of Panama, the Issuer will deliver to the Pari Passu Collateral Agent an opinion of Panamanian counsel reasonably satisfactory to the Pari Passu Collateral Agent not later than five (5) months after the date of transfer confirming that such Vessel has been permanently registered in the name of the transferee Guarantor and that any assumption of Ship Mortgage or other instrument required to be filed has been permanently recorded.

Partial Vessel Sales

The Issuer and the Guarantors will be permitted to transfer partial interests in a Vessel in a transaction that complies with the terms of the Indenture, including the covenants described above under the captions “—Restricted Payments,” “—Asset Sales” “—Merger, Consolidation; Sale of Assets” and “—Change of Control” and in accordance with the terms described above under the caption “Description of Notes—Intercreditor Agreement–Partial Vessel Sales.” The Issuer will also covenant in the Indenture as follows:

(1) the Issuer will give the Pari Passu Collateral Agent written notice of any such proposed transfer not fewer than 30 days prior to the anticipated date of such transfer;

(2) any bill of sale or other instrument of partial transfer shall state on its face that the interest transferred is subject to the lien of the relevant Ship Mortgage;

(3) the relevant Vessel will be duly re-registered in the joint names of the transferor Guarantor and the transferee showing the individual percentage interest held by each under the laws and flag of the relevant jurisdiction simultaneously with such transfer and evidence thereof delivered to the Pari Passu Collateral Agent on such date;

(4) simultaneously with such transfer the transferee will acknowledge in writing to the Pari Passu Collateral Agent that it takes its interest subject to the Ship Mortgage;

(5) on the same date of such transfer, the Issuer will deliver to the Pari Pasu Collateral Agent a certificate of ownership and encumbrance or similar certificate issued by the jurisdiction of registration of the Vessel evidencing (x) re-registration in the joint names of the transferor Guarantor and the transferee and (y) the continuance of the Ship Mortgage in favor of the Pari Passu Collateral Agent; and

(6) the Issuer will cause to be delivered to the Pari Passu Collateral Agent on the same date of such transfer a legal opinion from outside counsel reasonably satisfactory to the Pari Passu Collateral Agent to the following effect (i) the Vessel is duly registered (preliminarily registered if the jurisdiction is Panama) in the joint names of the transferor Guarantor and the transferee with the appropriate authorities of the Vessel’s jurisdiction of registry; (ii) the Ship Mortgage continues to constitute the legal, valid and binding obligation of the transferor Guarantor and remains duly registered as a first priority Lien or ship mortgage in favor of the Pari Passu Collateral Agent with priority dating back to the date on which such Ship Mortgage was initially registered in favor of the Pari Passu Collateral Agent; (iii) all

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Collateral relating to the Vessel continues to constitute legal, valid and binding obligations of the transferor Guarantor; (iv) all filings and consents in the relevant jurisdictions have been obtained or made; and (v) such transfer is in compliance with the terms of the Indenture. Such legal opinion shall also contain such other opinions as are requested by the Pari Passu Collateral Agent and otherwise be in form and substance reasonably satisfactory the Pari Passu Collateral Agent. The counsel issuing such opinion may rely on local counsel admitted to practice in the jurisdiction of registration of the Vessel with respect to matters governed by the laws of such jurisdiction. If the Vessel transferred is registered under the laws and flag of Panama, the Issuer will also covenant to deliver to the Pari Passu Collateral Agent an opinion of Panamanian counsel reasonably satisfactory to the Pari Passu Collateral Agent not later than five (5) months after the date of transfer confirming that such Vessel has been permanently registered in the joint names of the transferor Guarantor and the transferee.

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 the “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 the “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.

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

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Stock” covenant, equal to the total Indebtedness of such Subsidiary calculated on apro 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 and shall be required to comply with the conditions set forth in this clause (2) in connection therewith within 20 business days or as soon as practicable where applicable local law requires additional time for compliance with applicable legal requirements. 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 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 and the Issuer will be deemed to have furnished such reports referred to above to the Trustee and the holders of the notes if Parent has filed such reports with the SEC via the EDGAR filing system (or any successor system) and such reports are publicly available.

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

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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.

Delivery of such reports, information and documents to the Trustee shall be for informational purposes only, and the Trustee’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including Parent or the Issuer, compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on officers’ certificates).

Documents filed by us with the SEC via the EDGAR system will be deemed filed with the Trustee as of the time such documents are filed via EDGAR. Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on officers’ certificates).

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, as the case may be, to timely offer to purchase, purchase and pay for notes as required by the provisions described under “—Redemption & Offer to Purchase—Change of Control,” “—Redemption & Offer to Purchase—Asset Sales,” or “—Redemption & Offer to Purchase—Mandatory Redemption Upon Event of Loss of a Vessel,” 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”;

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(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 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 $25.0 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 $25.0 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 outstanding 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

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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 outstanding notes will become due and payable immediately without further 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 outstanding 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 outstanding 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 outstanding 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 outstanding 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 outstanding 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.

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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 outstanding notes and all obligations of the Guarantors discharged with respect to their Note Guarantees (“Legal Defeasance”) except for:

(1) the rights of holders of outstanding 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;

(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 and Asset Sale 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 outstanding 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 outstanding 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 outstanding 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;

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(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.

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 sending 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 outstanding notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes).

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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 outstanding notes and a waiver of the payment default that resulted from such acceleration);

(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; or

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

The consent of holders representing at least two-thirds of outstanding 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, the Trustee, the Noteholder Collateral Agent and the Pari Passu Collateral Agent, as applicable, may amend or supplement the Indenture Documents and the Registration Rights Agreement:

(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, Noteholder Collateral Agent or Pari Passu 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

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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 theTungsten Explorer and its mortgaging after the Issue Date; or

(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, including with respect to 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 outstanding 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 and certain of the Collateral Agreements, including the Security Agreement and the Intercreditor Agreement, will be governed by, and construed in accordance with, the laws of the State of New York.

Additional Information

Anyone who receives this prospectus may obtain a copy of the Indenture or the Collateral Agreements without charge by writing to the Issuer at 777 Post Oak Boulevard, Suite 800, Houston, Texas 77056; Attention: General Counsel.

Book Entry, Delivery and Form

The exchange notes, like the old notes, initially will be represented by one or more notes in registered, global form without interest coupons (collectively, the “Global Notes”). The Global Notes will be deposited upon issuance with the Trustee as custodian for DTC, in New York, New York, and registered in the name of DTC or its nominee, in each case, for credit to an account of a direct or indirect participant in DTC as described below.

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Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for definitive notes in registered certificated form (“Certificated Notes”) except in the limited circumstances described below. See “—Exchange of Global Notes for Certificated Notes.” Except in the limited circumstances described below, owners of beneficial interests in the Global Notes will not be entitled to receive physical delivery of notes in certificated form.

Rule 144A Notes and Regulation D Notes (including beneficial interests in such Notes) will be subject to certain restrictions on transfer and will bear a restrictive legend as described under “Notice to Investors.” Regulation S Notes will also bear the legend as described under “Notice to Investors.” In addition, transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of Euroclear and Clearstream), which may change from time to time.

Depository Procedures

The following description of the operations and procedures of DTC, Euroclear and Clearstream are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. The Issuer takes no responsibility for these operations and procedures and urges investors to contact the system or their participants directly to discuss these matters.

DTC has advised the Issuer that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the “Participants”) and to facilitate the clearance and settlement of transactions in those securities between the Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the initial purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the “Indirect Participants”). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

DTC has also advised the Issuer that, pursuant to procedures established by it:

(1) upon deposit of the Global Notes, DTC will credit the accounts of the Participants designated by the initial purchasers with portions of the principal amount of the Global Notes; and

(2) ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Notes).

All interests in a Global Note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems. The laws of some states require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such Persons will be limited to that extent. Because DTC can act only on behalf of the Participants, which in turn act on behalf of the Indirect Participants, the ability of a Person having beneficial interests in a Global Note to pledge such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Except as described below, owners of interests in the Global Notes will not have notes registered in their names, will not receive physical delivery of notes in certificated form and will not be considered the registered owners or “holders” thereof under the Indenture for any purpose.

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Payments in respect of the principal of, and interest and premium, if any, on a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the Indenture. Under the terms of the Indenture, the Issuer and the Trustee will treat the Persons in whose names the notes, including the Global Notes, are registered as the owners of the notes for the purpose of receiving payments and for all other purposes. Consequently, neither the Issuer, the Trustee nor any agent of the Issuer or the Trustee has or will have any responsibility or liability for:

(1) any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating to, or payments made on account of, beneficial ownership interest in the Global Notes) or for maintaining, supervising or reviewing any of DTC’s records or any Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in the Global Notes; or

(2) any other matter relating to the actions and practices of DTC or any of its Participants, or Indirect Participants.

DTC has advised the Issuer that its current practice, upon receipt of any payment in respect of securities such as the notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe that it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the Trustee or the Issuer. Neither the Issuer nor the Trustee will be liable for any delay by DTC or any of the Participants or the Indirect Participants in identifying the beneficial owners of the notes, and the Issuer and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

Transfers between the Participants will be effected in accordance with DTC’s procedures, and will be settled in same-day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

Subject to compliance with the transfer restrictions applicable to the notes described herein, cross-market transfers between the Participants, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by their respective depositaries; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

DTC has advised the Issuer that it will take any action permitted to be taken by a holder of notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of the notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the notes, DTC reserves the right to exchange the Global Notes for legended notes in certificated form, and to distribute such notes to its Participants.

None of the Issuer, the Trustee and any of their respective agents will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

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Exchange of Global Notes for Certificated Notes

A Global Note is exchangeable for Certificated Notes if:

(1) DTC (a) notifies the Issuer that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to be a clearing agency registered under the Exchange Act and, in either case, the Issuer fails to appoint a successor depositary;

(2) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Certificated Notes; or

(3) there has occurred and is continuing a Default or Event of Default with respect to the notes and DTC requests such exchange.

In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes upon prior written notice given to the Trustee by or on behalf of DTC in accordance with the Indenture. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures) and will bear the applicable restrictive legend unless that legend is not required by applicable law.

Exchange of Certificated Notes for Global Notes

Certificated Notes may not be exchanged for beneficial interests in any Global Note unless the transferor first delivers to the Trustee a written certificate (in the form provided in the Indenture) to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such notes.

Same Day Settlement and Payment

The Issuer will make payments in respect of the notes represented by the Global Notes (including principal, premium, if any, and interest) by wire transfer of immediately available funds to the accounts specified by DTC or its nominee. The Issuer will make all payments of principal, interest and premium, if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the holders of the Certificated Notes or, if no such account is specified, by mailing a check to each such holder’s registered address. The notes represented by the Global Notes are expected to be eligible to trade in DTC’s Same-Day Funds Settlement System, and any permitted secondary market trading activity in such notes will, therefore, be required by DTC to be settled in immediately available funds. The Issuer expects that secondary trading in any Certificated Notes will also be settled in immediately available funds.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a Participant will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised the Issuer that cash received in Euroclear or Clearstream as a result of sales of interests in a Global Note by or through a Euroclear or Clearstream participant to a Participant will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC’s settlement date.

Certain Definitions

Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for a full disclosure of all defined terms used therein, as well as any other capitalized terms used herein for which no definition is provided.

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“2015 Indenture” means the indenture, dated as of July 30, 2010, of the Issuer and Parent (as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time), with the Guarantors (as defined therein), and the noteholder collateral agent named therein pursuant to which the 2015 Notes were issued.

“2015 Notes” means the Issuer’s 11 1/2% Senior Secured First Lien Notes due 2015 issued under the 2015 Indenture.

“2019 Holders” means the Holders (as defined in the 2019 Indenture) of the 2019 Notes.

“2019 Indenture” means the indenture, dated as of October 25, 2012 of the Issuer and Parent (as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time), with the Guarantors (as defined therein), and the 2019 Noteholder Agent pursuant to which the 2019 Notes were issued.

“2019 Indenture Documents”means the 2019 Indenture and any agreement, instrument or other document evidencing or governing any 2019 Note Obligations.

“2019 Noteholder Agent” means means Wells Fargo Bank, National Association, and any and all successors thereto, as trustee and collateral agent (together with its successors and permitted assigns) under the 2019 Indenture.

“2019 Note Obligations” means “ means the “Obligations” (as defined in the 2019 Indenture) of the Grantors under the 2019 Indenture, the 2019 Notes, the Collateral Agreements and any other related document or instrument executed and delivered pursuant to any of the foregoing.

“2019 Notes” means the Issuer’s 7.5% Senior Secured First Lien Notes due 2019 issued under the 2019 Indenture.

“2019 Notes Secured Parties” means, collectively, the 2019 Holders (including the holders of any additional notes subsequently issued under and in compliance with the terms of the 2019 Indenture) and the 2019 Noteholder Agent.

“2019 Trustee” means Wells Fargo Bank, National Association, as trustee (together with its successors and permitted assigns) under the 2019 Indenture.

“Acquired Debt” means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person (regardless of the form of the applicable transaction by which such Person became a Subsidiary) or expressly assumed in connection with the acquisition of assets from any such Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person or of such Indebtedness being incurred in connection with the acquisition of assets; and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

Acquired Debt will be deemed to be incurred on the date the acquired Person becomes a Subsidiary or the later of the date such Indebtedness is incurred or the date of the related acquisition of assets from such Person.

“Additional Amounts” has the meaning set forth under the caption “—Withholding Taxes.”

“Additional Interest” has the meaning given to such term in the Registration Rights Agreement.

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“Additional Vessel”means a drilling rig or drillship or other vessel that is used or useful in the Permitted Business;provided that upon the consummation of a Vessel Asset Sale where all of the interests in any such Additional Vessel are sold, leased, conveyed or otherwise disposed of in a transaction that complies with the terms of the Indenture, including the covenants described above under the captions “—Restricted Payments,” “—Asset Sales” and “—Merger, Consolidation; Sale of Assets,” such Additional Vessel shall not thereafter constitute an Additional Vessel hereunder.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise;provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

“Affiliate Transactions” has the meaning set forth under the “Transactions with Affiliates” covenant.

“Agents” means, collectively, the Pari Passu Collateral Agent, the 2019 Noteholder Agent, the Credit Agreement Collateral Agent, the Term Loan Collateral Agent, and any Authorized Representative for the Other Pari Passu Secured Parties, including the Noteholder Agent and the Second Term Loan Collateral Agent.

“Alternate Controlling Party” means (a) in the case of the 2019 Trustee, the Term Loan Agent, (b) in the case of the Term Loan Agent, the Major Non-Controlling Party, and (c) in the case of the Credit Agreement Agent, the Stayed Controlling Party.

“Applicable Premium” means, with respect to any note on any redemption date, the greater of:

(1) 1.0% of the principal amount of the note; and

(2) the excess of:

(a) the present value at such redemption date of (i) the redemption price of the note at April 1, 2018, (such redemption price being set forth in the table appearing above under the caption “—Optional Redemption”) plus (ii) all required interest payments due on the note through April 1, 2018 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

(b) the principal amount of the note.

The Issuer will calculate the Applicable Premium prior to the applicable redemption date and deliver an officers’ certificate setting forth the Applicable Premium and showing the calculation thereof in reasonable detail.

“Asset Sale” means:

(1) the sale, lease, conveyance or other disposition of any assets or rights;provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of Parent, the Issuer and the Restricted Subsidiaries taken as a whole or of the Issuer and the Restricted Subsidiaries taken as a whole will be governed by the provisions of the “Change of Control” covenant and/or the “Merger, Consolidation; Sale of Assets” covenant and not by the provisions of the “Asset Sale” covenant;

(2) the issuance of Equity Interests in any of the Restricted Subsidiaries or the sale of Equity Interests in any of the Issuer’s Subsidiaries other than statutory or directors qualifying shares; and

(3) an Involuntary Transfer.

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Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:

(1) any single transaction or series of related transactions that involves assets having a Fair Market Value or that results in generating Net Proceeds, in either case, of less than $10.0 million;

(2) a transfer of Equity Interests or other assets between or among the Issuer and any of the Restricted Subsidiaries;

(3) an issuance of Equity Interests by a Restricted Subsidiary to the Issuer or to another Restricted Subsidiary;

(4) the sale or lease or other disposition of products, services or accounts receivable in the ordinary course of business and any sale or conveyance or other disposition of damaged, worn-out or obsolete assets in the ordinary course of business;

(5) the sale or other disposition of cash or Cash Equivalents;

(6) a Restricted Payment that does not violate the “Restricted Payments” covenant or a Permitted Investment;

(7) the pledge, asset sale or other disposition by Parent or any Excluded Parent Subsidiary of the Equity Interests of any Excluded Parent Subsidiary; and

(8) any transfer of property in connection with a sale and leaseback transaction.

“Asset Sale Offer” has the meaning set forth under the “Asset Sales” covenant.

“Authorized Representative” means (i) in the case of any Term Loan Obligations or the Term Loan Secured Parties, the Term Loan Agent, (ii) in the case of the 2019 Note Obligations, the 2019 Trustee, (iii) in the case of any Series of Other Pari Passu Obligations or Other Pari Passu Secured Parties that become subject to the Intercreditor Agreement, including under the Indenture and the Second Term Loan Facility, the Authorized Representative named for such Series, and (v) in the case of the Credit Agreement Obligations, the Credit Agreement Agent.

“Bankruptcy Code” means Title 11 of the United States Code, as amended.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

“Board of Directors” means:

(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

(2) with respect to a partnership, the board of directors of the general partner of the partnership;

(3) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof or the manager or any committee of managers; and

(4) with respect to any other Person, the board or committee of such Person serving a similar function.

“Calculation Date” means the date on which the event occurred for which the calculation of Parent Consolidated Cash Flow or Issuer Consolidated Cash Flow is made.

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“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“Cash Equivalents” means:

(1) United States dollars;

(2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than six months from the date of acquisition;

(3) certificates of deposit and Eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B” or better;

(4) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5) commercial paper having one of the two highest ratings obtainable from Moody’s or S&P and, in each case, maturing within six months after the date of acquisition;

(6) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition; and

(7) investments in (a) Foreign Deposit Accounts and cash management facilities maintained at one of the three largest banks in which any Restricted Subsidiary or any Other Guarantor maintains its registered or local office and (b) such investments as are comparable to the cash equivalents described in clauses (1) through (6) above that are customary investments for entities in such jurisdictions and that are consistent with the goal of preservation of capital and that are prudent under the circumstances.

“Change of Control” means the occurrence of any of the following:

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Parent, the Issuer and the Restricted Subsidiaries taken as a whole (other than assets of Excluded Parent Subsidiaries) or the Issuer and the Restricted Subsidiaries taken as a whole, in either case, to any “person” (as that term is used in Section 13(d) of the Exchange Act);

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(2) any “person” (as defined above) acquires, directly or indirectly, in one or a series of transactions Beneficial Ownership of more than 50% of the Voting Stock of Parent (or any other direct or indirect parent of the Issuer) or the Issuer and maintains such Beneficial Ownership of more than 50% of the Voting Stock of Parent (or any other direct or indirect parent of the Issuer) or the Issuer, measured by voting power rather than number of shares, for more than 15 consecutive business days;

(3) the adoption of a plan relating to the liquidation or dissolution of Parent or the Issuer;

(4) the consummation of any transaction or any series of transactions (including, without limitation, any merger, consolidation or other business combination), the result of which is that any “person” (as defined above), becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of Parent (or any other direct or indirect parent of the Issuer), measured by voting power rather than number of shares;

(5) Parent or the Issuer consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, Parent or the Issuer, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of Parent or the Issuer or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of Parent or the Issuer outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance);

(6) the first day on which Parent ceases to own at least 90% of the outstanding Equity Interests of the Issuer; or

(7) the first day on which a majority of the members of the Board of Directors of Parent are not Continuing Directors.

“Change of Control Offer” has the meaning set forth under “—Redemption & Offer to Purchase—Change of Control.”

“Change of Control Payment” has the meaning set forth under “—Redemption & Offer to Purchase—Change of Control.”

“Change of Control Payment Date” has the meaning set forth under “—Redemption & Offer to Purchase—Change of Control.”

“Collateral” means all assets and property, whether now owned, or hereafter acquired, upon which a Lien or Mortgage securing the obligations under the Indenture, the Notes or the Note Guarantees, is granted or purported to be granted under any Collateral Agreement.

“Collateral Agreements” means, collectively the Security Agreement, each Mortgage, each assignment, the Intercreditor Agreement, the Intercreditor Joinder Agreements, the Insurance and Earnings Supplement, the Intercreditor Designation Notice and each other instrument, including any security document or pledge agreement, creating Liens in favor of the Pari Passu Collateral Agent as required by the Indenture or the Intercreditor Agreement, in each case, as the same may be in effect from time to time.

“Common Collateral” means, at any time, Collateral in which the Pari Passu Collateral Agent and/or holders of one or more Series of Pari Passu Obligations (or their respective Authorized Representatives) hold a valid and perfected security interest at such time. Notwithstanding the foregoing, neither Credit Agreement Excluded Collateral nor Pari Passu Excluded Collateral will constitute Common Collateral.

“Consent Solicitation” means the solicitation of consents from the holders of the 2015 Notes by the Issuer, upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated March 18, 2013 and in the accompanying Consent and Letter of Transmittal, as the same may be amended or supplemented from time to time.

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“Consolidated Cash Flow” means Parent Consolidated Cash Flow or Issuer Consolidated Cash Flow, as applicable, on the Calculation Date.

“Consolidated Interest Coverage Ratio” means, with respect to any Person for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Consolidated Interest Expense of such Person for such period;provided, however, that the Consolidated Interest Coverage Ratio shall be calculated givingpro forma effect to any transaction that may be givenpro forma effect in accordance with Article 11 of Regulation S-X under the Securities Act as in effect from time to time;provided, further, however, that (a) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, shall be excluded and (b) the Consolidated Interest Expense attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, shall be excluded, but only to the extent that the obligations giving rise to such Consolidated Interest Expense will not be obligations of the referent Person or any of the Restricted Subsidiaries (in the case of the Issuer) or the referent Person and its Subsidiaries (in the case of the Parent) following the Calculation Date.

“Consolidated Interest Expense” means, with respect to any Person for any period, the sum, without duplication, of:

(1) the consolidated interest expense of such Person and its Restricted Subsidiaries (in the case of the Issuer), or such Person and its Subsidiaries (in the case of Parent) for such period, whether paid or accrued (including, without limitation, amortization of original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net payments (if any) pursuant to Hedging Obligations but excluding:

(a) amortization of debt issuance costs; and

(b) any nonrecurring charges relating to any premium or penalty paid, write off of deferred finance costs or original issue discount or other charges in connection with redeeming or otherwise retiring any Indebtedness prior to its Stated Maturity, to the extent that any of such nonrecurring charges constitute interest expense); and

(2) the consolidated interest expense of such Person and any Restricted Subsidiaries (in the case of the Issuer) or such Person and its Subsidiaries (in the case of Parent) that was capitalized during such period.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries (in the case of the Issuer) or such Person and its Subsidiaries (in the case of Parent) for such period, on a consolidated basis, determined in accordance with GAAP;provided that:

(1) the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary;

(2) the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders;

(3) the cumulative effect of a change in accounting principles will be excluded; and

(4) non-cash gains and losses due solely to fluctuations in currency values will be excluded.

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“Consolidated Tangible Assets” means, with respect to any Person as of any date, the amount which, in accordance with GAAP, would be set forth under the caption “Total Assets” (or any like caption) on a consolidated balance sheet of such Person and its Restricted Subsidiaries, less all goodwill, patents, tradenames, trademarks, copyrights, franchises, experimental expenses, organization expenses and any other amounts classified as intangible assets in accordance with GAAP.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of Parent who:

(1) was a member of such Board of Directors on the Issue Date; or

(2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election; provided, however, that if a majority of the members of the Board of Directors of Parent are at any time nominated for election by any single “person” or any group of persons having any agreement, arrangement or understanding with respect to nomination of directors (as the term “person” is used in Section 13(d) of the Exchange Act) and elected to the Board of Directors of Parent, each member so nominated and elected shall not be a Continuing Director, regardless of whether such member is currently serving, or has previously served, as a member of the Board of Directors of Parent.

“Contract Unwind Trigger” means the termination of the underlying Drilling Contract and the collection of all revenue and accounts receivable owing under such Drilling Contract to the applicable Subsidiary.

“Contract Winning Trigger” means the entering into a Drilling Contract by any direct or indirect Subsidiary of Parent or the Issuer that is not already a Guarantor, under which the drilling services are to be performed by a Vessel or any Additional Vessel of the Issuer or any Restricted Subsidiary.

“Controlling Secured Parties” means, at any time with respect to any Common Collateral, the Series of Pari Passu Secured Parties whose Authorized Representative is the Controlling Party for such Common Collateral at such time.

“Convertible Notes“ means Parent’s 7.875% Senior Convertible Notes due 2042 issued under an indenture dated as of August 21, 2012, as supplemented by a supplemental indenture dated August 21, 2012, between Parent and Wells Fargo Bank, National Association in its capacity as trustee under such indenture.

“Credit Agreement”means that certain Amended and Restated Credit Agreement dated on or about March 28, 2013, as amended, restated, modified, renewed, refunded, replaced or Refinanced, among Parent, the Issuer, the guarantors from time to time party thereto, the lenders from time to time party thereto, the Credit Agreement Collateral Agent and the Credit Agreement Agent.

“Credit Agreement Agent” means Royal Bank of Canada, together with its successors and permitted assigns in such capacity.

“Credit Agreement Collateral Agent” means the collateral agent under the Credit Agreement, which shall initially be Wells Fargo Bank, National Association.

“Credit Agreement Collateral Agreements” means the Collateral Agreements and any agreement, document or instrument pursuant to which a Lien is granted by any Grantor to secure any Credit Agreement Obligations or under which rights or remedies with respect to any such Lien are governed, as the same may be amended, restated, modified, renewed, refunded, replaced or Refinanced from time to time as permitted by the Pari Passu Documents.

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“Credit Agreement Documents” means the Credit Agreement, the Credit Agreement Collateral Agreements, and any other agreement, instrument or other document evidencing or governing any Credit Agreement Obligations.

“Credit Agreement Excluded Collateral” means the insurance proceeds received in respect of the total loss of a Vessel.

“Credit Agreement Obligations” means Indebtedness incurred pursuant to the Credit Agreement and which is permitted pursuant to the Term Loan Agreement, the Second Term Loan Agreement, the 2019 Indenture, and clause (1) of the second paragraph of the covenant described above under “Incurrence of Indebtedness and Issuance of Preferred Stock” to be secured by a first Lien that is pari passu on the Common Collateral, in an aggregate principal amount for all such Indebtedness not to exceed $200.0 million plus interest (including interest which but for the filing of a petition in bankruptcy with respect to the Issuer, the Parent or any other Guarantor (in each case, including in its capacity as a co-borrower thereunder), would have accrued on such obligations, whether or not a claim for such interest or fees is allowed in such proceeding), fees, costs and expenses including legal fees and expenses to the extent authorized under the Credit Agreement Documents.

“Credit Agreement Secured Parties” means, collectively, the lenders from time to time party to the Credit Agreement, the Credit Agreement Collateral Agent and the Credit Agreement Agent.

“Credit Facility” means a credit agreement (including the Credit Agreement), term loan (other than the Term Loan and the Second Term Loan), promissory note or notes with, or other evidence of Indebtedness to, banks or other institutional lenders, investors or credit providers, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

“Deepwater Vessel” means each of (i) the Bahamian flag vessels thePlatinum Explorer, theTitanium Explorer and, upon delivery to the applicable Guarantor, theTungsten Explorer, and (ii) any other deepwater vessel hereafter acquired by the Issuer or any Restricted Subsidiary. For the avoidance of doubt, as of the Issue Date, the Panamanian flag vessels theEmerald Driller, theSapphire Driller, theTopaz Driller and theAquamarine Driller are not Deepwater Vessels.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Default Interest” has the meaning set forth under “—Events of Default and Remedies.”

“Designated Non-cash Consideration”means the Fair Market Value of non-cash consideration received by Parent, the Issuer or a Restricted Subsidiary in connection with an Asset Sale, less the amount of cash or Cash Equivalents received in connection with a subsequent sale or other disposition of such Designated Non-cash Consideration. For the avoidance of doubt, the assets described in clauses (a), (b) and (c) of the second paragraph of the Asset Sales covenant shall not constitute Designated Non-cash Consideration.

“Discharge” means, with respect to any Common Collateral and any Series of Pari Passu Obligations, the date on which such Series of Pari Passu Obligations is no longer required to be secured by such Common Collateral. The term “Discharged” shall have a corresponding meaning.

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or

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otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the notes mature. Notwithstanding the preceding sentence, the following will not constitute Disqualified Stock: (1) any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require Parent or the Issuer to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale if the terms of such Capital Stock provide that Parent or the Issuer may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption “—Certain Covenants—Restricted Payments”; and (2) Capital Stock that is convertible or exchangeable into other Capital Stock. The amount of Disqualified Stock deemed to be outstanding at any time for purposes of the Indenture is the maximum amount that Parent or the Issuer and the Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.

“Drilling Contract” means any drilling contract in respect of any Vessel or other contract for use of any Vessel (except Internal Charters and Permitted Third Party Charters).

“DSME” means Daewoo Shipbuilding & Marine Engineering Co., Ltd., a corporation organized and existing under the laws of the Republic of South Korea.

“Earnings Account” means, collectively, the interest bearing accounts maintained from time to time with JPMorgan Chase Bank, N.A., the Pari Passu Collateral Agent or another financial institution reasonably acceptable and located in the United States subject to an account control agreement, except to the extent prohibited by applicable law.

“Earnings Assignment” means collectively the first priority assignments of earnings in favor of the Pari Passu Collateral Agent given by the Issuer, each applicable Guarantor, and each applicable Internal Charterer respecting all earnings derived from the Vessels and their respective operations, as the same may be amended, supplemented or modified from time to time.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means a sale of Equity Interests (other than Disqualified Stock) (x) of the Issuer or (y) the proceeds of which are in an amount equal to or exceeding the aggregate principal amount of the notes to be redeemed and are contributed to the equity capital of the Issuer or any of its Restricted Subsidiaries.

“Event of Default” has the meaning set forth under the caption “—Events of Default and Remedies.”

“Event of Loss” means any of the following events:

(1) the actual or constructive total loss of a Vessel or the agreed or compromised total loss of a Vessel;

(2) the destruction of a Vessel;

(3) damage to a Vessel to an extent, determined in good faith by Parent within 90 days after the occurrence of such damage as shall make repair thereof uneconomical or shall render such Vessel permanently unfit for normal use (other than obsolescence); or

(4) the condemnation, confiscation, requisition for title, seizure, forfeiture or other taking of title to or use of a Vessel that shall not be revoked within six months.

An Event of Loss shall be deemed to have occurred:

(1) in the event of the destruction or other actual total loss of a Vessel, on the date of such loss, or if such date is unknown, on the date such Vessel was last reported;

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(2) in the event of a constructive, agreed or compromised total loss of a Vessel, on the date of determination of such total loss;

(3) in the case of any event referred to in clause (3) above, upon such date of determination; or

(4) in the case of any event referred to in clause (4) above, on the date that is six months after the occurrence of such event.

“Event of Loss Proceeds” means all compensation, damages and other payments (including insurance proceeds) received by Parent, the Issuer, or a Subsidiary of either of them, or the Trustee or the Noteholder Collateral Agent, jointly or severally, from any Person, including any governmental authority, with respect to or in connection with an Event of Loss.

“Excess Proceeds” has the meaning set forth under the caption “—Redemption & Offer to Purchase—Asset Sales.”

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC thereunder.

“Excluded Holder” has the meaning set forth under the caption “—Withholding Taxes.”

“Excluded Parent Subsidiaries” means the current and future Subsidiaries of Parent that are not the Issuer, Guarantors or Restricted Subsidiaries. As of the Issue Date, the Excluded Parent Subsidiaries consisted of Vantage Luxembourg I SARL, Vantage Energy Services Inc., Vantage International Management Co. Pte. Ltd., Vantage International Payroll Company, Vantage Driller V Co., Vantage Driller VI Co., Vantage Holdings Caymans, Platinum Explorer Company, Titanium Explorer Company, Cobalt Explorer Company, Vantage Holdings Malaysia II Co, Vantage Deepwater Holdings Company, Cobalt Explorer Holdings Company, Vantage Drilling de Mexico SRL CV, Vantage Luxembourg II SARL, Advantage ODC Limited, Vantage Drilling Netherlands II BV and Vantage Drilling do Brasil Servicios de Petroleo Ltda.

“Existing Indebtedness” means Indebtedness of Parent, the Issuer, any Restricted Subsidiary or any Other Guarantor (other than Indebtedness under the notes and the Note Guarantees, the Term Loan Facility, the Second Term Loan Facility and the Credit Facility) in existence on the Issue Date, until such amounts are repaid.

“F3 Capital Note” means the convertible promissory note between Parent and F3 Capital in the original face amount of $60.0 million, as the same may be amended, supplemented or modified from time to time.

“Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the Board of Directors of Parent (unless otherwise provided in the Indenture).

“Foreign Deposit Account” has the meaning set forth in the Security Agreement.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, as are in effect from time to time;provided that GAAP as in effect on the date of the Indenture shall be applied in respect of determining whether leases should be recorded as operating leases under GAAP.

“Grantor” means the Parent, the Issuer and each Guarantor.

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“Guarantors” means Parent, each Subsidiary of the Issuer and each Other Guarantor that executes a Note Guarantee in accordance with the provisions of the Indenture, in each case, together with their respective successors and assigns until the Note Guarantee of such Person has been released in accordance with the provisions of the Indenture.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

(1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;

(2) other agreements or arrangements designed to manage interest rates or interest rate risk; and

(3) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.

“holders of notes” means the registered holder of the notes pursuant to the Indenture.

“incur” has the meaning set forth under the “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent:

(1) in respect of borrowed money;

(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(3) in respect of banker’s acceptances;

(4) representing Capital Lease Obligations;

(5) representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed; or

(6) representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the guarantee by the specified Person of any Indebtedness of any other Person.

“Indenture” means the indenture to be entered into as of the Issue Date pursuant to which the notes will be issued on the Issue Date among the Issuer, the Guarantors, the Trustee and the Noteholder Collateral Agent, as amended, supplemented or modified.

“Indenture Documents” means any of the notes, the Indenture, the Note Guarantees and the Collateral Agreements.

“Insurance and Earnings Supplement” means Insurance and Earnings Supplement to be entered into on the Issue Date by the Pari Passu Collateral Agent, the Issuer and the Guarantors.

“Intercreditor Agreement” means (i) the Amended and Restated Intercreditor Agreement dated as of October 25, 2012, among the Pari Passu Collateral Agent, the 2019 Trustee, the 2019 Noteholder Agent, the Credit Agreement Agent, the Credit Agreement Collateral Agent, the Term Loan Agent, the Term Loan

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Collateral Agent, the trustee and collateral agent under the 2015 Indenture, the Grantors and the other parties from time to time party thereto, including the Trustee, the Collateral Agent, the Second Term Loan Collateral Agent and the Second Term Loan Agent, which have been joined as parties pursuant to the Intercreditor Joinder Agreements, as such Amended and Restated Intercreditor Agreement may be further amended, restated, supplemented or otherwise modified from time to time in accordance with the Indenture and (ii) any replacement thereof that contains terms not materially less favorable to the holders of the notes than the Amended and Restated Intercreditor Agreement referred to in clause (i).

“Intercreditor Designation Notice” means the notice letter to be delivered by the Issuer on the Issue Date whereby the Issuer designates the Note Obligations and the Second Term Loan Obligations as “Other Pari Passu Obligations” for purposes of the Intercreditor Agreement.

“Intercreditor Joinder Agreements” means (i) the Joinder Agreement to Intercreditor Agreement to be entered into on the Issue Date, by the Collateral Agent and Trustee and acknowledged by the Pari Passu Collateral Agent and the Issuer and (ii) the Joinder Agreement to Intercreditor Agreement to be entered into on the Issue Date, by the Second Term Loan Agent and Second Term Loan Collateral Agent, and acknowledged by the Pari Passu Collateral Agent and the Issuer.

“Internal Charter” means any charter or other contract respecting the use or operations of any Vessel between any Guarantor that is a Vessel owner and any Internal Charterer.

“Internal Charter Unwind Trigger” means the termination of the underlying Internal Charter and the collection of all revenue and accounts receivable owing under such Internal Charter to the applicable Subsidiary.

“Internal Charterer” means any Subsidiary of the Issuer or any Subsidiary of Parent, in each case, that is not the owner of the relevant Vessel and that is a party to any Drilling Contract or any bareboat charter or other such charter in respect of a Vessel.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any Rating Agency, in each case, with a stable or better outlook.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Issuer or any Subsidiary of the Issuer sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of the Issuer such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Issuer, the Issuer will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Issuer’s Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption “—Certain Covenants—Restricted Payments.” The acquisition by the Issuer or any Subsidiary of the Issuer of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Issuer or such Subsidiary in such third Person that is not a Subsidiary of such Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of the covenant described above under the caption “—Certain Covenants—Restricted Payments.” Except as otherwise provided in the Indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.

“Involuntary Transfer” means, with respect to any property or asset (other than a Vessel, which shall be governed by the covenant “Redemption & Offer to Purchase—Mandatory Redemption Upon Event of Loss of a

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Vessel”) of the Issuer or any Restricted Subsidiary, (a) any damage to such asset that results in an insurance settlement with respect thereto on the basis of a total or a constructive or compromised total loss, (b) the confiscation, condemnation, requisition, appropriation or similar taking regarding such asset by any government or instrumentality or agency thereof, including by deed in lieu of condemnation, or (c) foreclosure or other enforcement of a Lien or the exercise by a holder of a Lien of any rights with respect to it.

“Issue Date” means the first date on which the notes are issued under the Indenture.

“Issuer Consolidated Cash Flow” means, with respect to any period, the Consolidated Net Income of the Issuer for such period plus, without duplication:

(1) an amount equal to (a) any extraordinary loss plus (b) any net loss realized by the Issuer or any of the Restricted Subsidiaries in connection with an Asset Sale, to the extent such losses were deducted in computing such Consolidated Net Income;plus

(2) provision for taxes based on income or profits of the Issuer and the Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income;plus

(3) the Consolidated Interest Expense of the Issuer and the Restricted Subsidiaries to the extent that such Consolidated Interest Expenses were deducted in computing such Consolidated Net Income;plus

(4) depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of the Issuer and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income;minus

(5) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business, in each case, on a consolidated basis and determined in accordance with GAAP.

Issuer Consolidated Cash Flow shall be calculated to give effect to the following:

(A) Pro forma effect shall be given to any acquisition of a company, business, asset or Vessel that has been made by the Issuer or any of the Restricted Subsidiaries during the four-quarter reference period, or approved and expected to be consummated within 30 days of the Calculation Date, including, in each case, through a merger or consolidation or an acquisition, and including any related financing transactions, in each case during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date, in each case, as if such transaction had occurred on the first day of the applicable four-quarter reference period.

(B) The Issuer Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, shall be excluded.

(C) The provision for taxes based on the income or profits of, and the depreciation, amortization and other non-cash expenses of, a Restricted Subsidiary will be added to Consolidated Net Income to compute Issuer Consolidated Cash Flow only to the extent that a corresponding amount would be permitted at the date of determination to be dividended to the Issuer by such Restricted Subsidiary without prior governmental approval (that has not been obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Restricted Subsidiary or its stockholders.

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For the avoidance of doubt, the calculation of the ratio test set forth in clause (b) of the first paragraph of the “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant, shall give effect to any incurrence, assumption or guarantee of any Indebtedness relating to the construction, delivery and/or acquisition of any Vessel in accordance with the foregoing clause (A).

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“Moody’s” means Moody’s Investors Service, Inc., or any successor to the rating agency business thereof.

“Mortgage” means each Ship Mortgage, each other mortgage, deed of trust, deed to secure debt and any other document or instrument under which any Lien on property owned or leased by the Issuer or any Guarantor is granted to secure Obligations under the Indenture or under which rights or remedies with respect to any such Liens are governed, as the same may be amended, supplemented or modified from time to time.

“Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however:

(1) any gain (but not loss), together with any related provision for taxes on such gain (but not loss), realized in connection with (a) any Asset Sale or (b) the disposition of any securities by such Person or any of the Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of the Restricted Subsidiaries; and

(2) any extraordinary gain (but not loss), together with any related provision for taxes on such extraordinary gain (but not loss).

“Net Proceeds” means the aggregate cash proceeds received by the Issuer or any Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of (1) the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, sales commissions, relocation expenses incurred as a result of the Asset Sale, and taxes paid or payable as a result of the Asset Sale after taking into account any available tax credits or deductions and any tax sharing arrangements; and (2) any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

“Non-Controlling Secured Parties” means, at any time, with respect to any Common Collateral, the Pari Passu Secured Parties that are not Controlling Secured Parties with respect to such Common Collateral at such time.

“Non-Recourse Debt” means Indebtedness:

(1) as to which neither the Issuer nor any of the Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;

(2) no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of the Issuer or any of the Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity; and

(3) as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of the Issuer or any of the Restricted Subsidiaries.

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“Note Guarantee” means the guarantee by each Guarantor of the Issuer’s obligations under the Indenture and the notes, executed pursuant to the provisions of the Indenture.

“Noteholder Collateral Agent” means Wells Fargo Bank, National Association, in its capacity as collateral agent for the benefit of the noteholders under the Collateral Agreements, together with its successors in such capacity.

“Note Obligations” means the Obligations of the Issuer and the Guarantors under the Indenture Documents.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

“Offering Memorandum” means the Offering Memorandum dated March 21, 2013 of the Issuer relating to the notes issued on the Issue Date.

“Other Guarantor” means a Guarantor that is a direct or indirect Subsidiary of Parent but not a direct or indirect Subsidiary of the Issuer and whose sole purpose is to be (a) a party to a Drilling Contract or an Internal Charter or (b) the parent company of an Internal Charterer, in each case, to the extent (i) such Subsidiary is not permitted to become a direct or indirect Subsidiary of the Issuer due to restrictions imposed by the terms of the applicable Drilling Contract, (ii) causing such Subsidiary to become a direct or indirect Subsidiary of the Issuer would result in adverse tax treatment or a violation of applicable laws or (iii) the sole business and activity of such Subsidiary is to act as a bidding entity for Drilling Contracts. No Other Guarantor shall engage in any other business or activities or incur or guarantee any Indebtedness (other than guarantees of the Pari Passu Obligations), and any earnings of such Other Guarantor attributable to any Drilling Contract or Internal Charter in respect of a Vessel shall be subject to the Earnings Assignment. As of the Issue Date, the Other Guarantors are Vantage Driller I Co., a Cayman Islands exempted company, Vantage Driller II Co., a Cayman Islands exempted company, Vantage Driller IV Co., a Cayman Islands exempted company, Vantage Holding Hungary Kft, a Hungarian limited liability company, Vantage Drilling Netherlands BV, a private company with limited liability under the laws of the Netherlands, and PT Vantage Drilling Company Indonesia, a company organized under the laws of Indonesia.

“Other Pari Passu Facility” means each indenture, credit agreement, Credit Facility (other than the Credit Agreement) or other governing agreement with respect to any Other Pari Passu Obligations, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

“Other Pari Passu Obligations” means other Indebtedness of the Issuer or the Restricted Subsidiaries that is equally and ratably secured with the Pari Passu Obligations as permitted by the Indenture and is designated by the Issuer as an Other Pari Passu Obligation.

“Other Pari Passu Secured Parties” means the holders of any Other Pari Passu Obligations and any Authorized Representative with respect thereto.

“Parent” means Vantage Drilling Company, a Cayman Islands exempted company with limited liability, and its successors.

“Parent Consolidated Cash Flow” means, with respect to any period, the Consolidated Net Income of Parent for such periodplus, without duplication:

(1) an amount equal to (a) any extraordinary loss plus (b) any net loss realized by Parent and its Subsidiaries in connection with an Asset Sale, to the extent such losses were deducted in computing such Consolidated Net Income;plus

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(2) provision for taxes based on income or profits of Parent and its Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income;plus

(3) the Consolidated Interest Expense of Parent and its Subsidiaries to the extent that such Consolidated Interest Expenses were deducted in computing such Consolidated Net Income;plus

(4) depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of Parent and its Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income;minus

(5) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business, in each case, on a consolidated basis and determined in accordance with GAAP.

Parent Consolidated Cash Flow shall be calculated to give effect to the following:

(A) Pro forma effect shall be given to any acquisition of a company, business, asset or Additional Vessel that has been made by Parent or any of its Subsidiaries or to the commencement of operations of an Additional Vessel first delivered to Parent or any of its Subsidiaries, in each case, during the four-quarter reference period, or approved and expected to be consummated within 30 days of the Calculation Date, including, in each case, through a merger or consolidation or an acquisition, and including any related financing transactions, in each case during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date, in each case, as if such transaction had occurred on the first day of the applicable four-quarter reference period.

(B) With respect to the calculation of the Consolidated Interest Coverage Ratio for purposes of clause (a) of the first paragraph of the “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant,pro forma effect shall be given to any delivery to, or acquisition by, Parent or any of its consolidated Subsidiaries of any Additional Vessel or construction contract for such Additional Vessel usable in the normal course of business of Parent that is (or are) subject to a Qualified Services Contract;provided that:

(I) the amount of Parent Consolidated Cash Flow attributable to such Additional Vessel shall be calculated in good faith by a responsible financial or accounting officer of such Person;

(II) in the case of earned revenues under a Qualified Services Contract, the Parent Consolidated Cash Flow shall be based on revenues actually earned pursuant to the Qualified Services Contract relating to such Additional Vessel or Additional Vessels, taking into account, where applicable, only actual expenses incurred without duplication in any measurement period;

(III) the amount of Parent Consolidated Cash Flow shall be the lesser of the Parent Consolidated Cash Flow derived on apro forma basis from revenues for (a) the first full year of the Qualified Services Contract and (b) the average of the Parent Consolidated Cash Flow of each year of such Qualified Services Contract for the term of the Qualified Services Contract;

(IV) in determining the estimated expenses attributable to such Additional Vessel, the calculation shall give effect to the interest expense attributable to the incurrence, assumption or guarantee of any Indebtedness relating to the construction, delivery and/or acquisition of such Additional Vessel (including Indebtedness that is to be Incurred following the time of calculation in order to consummate the construction, acquisition and/or delivery of the Additional Vessel);

(V) with respect to any expenses attributable to an Additional Vessel, if the actual expenses differ from the estimate, the actual amount shall be used in such calculation;

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(VI) if a Qualified Services Contract is terminated, or is amended, supplemented or modified, following the Calculation Date, and after giving effect to the termination or the terms of such Qualified Services Contract as so amended, supplemented or modified, the Issuer would not have been able to but did incur additional Indebtedness pursuant to the ratio set forth in clause (a) of the first paragraph of the “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant, Parent will, at the time of any such event, be required to either: (a) repay all or any part of any such Indebtedness that would not have been permitted to be incurred had the Qualified Services Contract or such amendments, supplements or modifications thereto not been in effect at the time such Indebtedness was originally incurred, or (b) enter into a replacement Qualified Services Contract, the terms of which would have permitted the incurrence of such Indebtedness had such replacement contract been in effect at the time such Indebtedness was incurred; and

(VII) notwithstanding the foregoing, thepro forma inclusion of Parent Consolidated Cash Flow attributable to any such Qualified Services Contract for the four-quarter reference period shall be reduced by the actual Parent Consolidated Cash Flow from such Additional Vessel previously earned and accounted for in the actual results for the four-quarter reference period, which actual Parent Consolidated Cash Flow may be included in the foregoing clause (A).

(C) The Parent Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, shall be excluded.

(D) The provision for taxes based on the income or profits of, and the depreciation, amortization and other non-cash expenses of, a Subsidiary (other than an Unrestricted Subsidiary) will be added to Consolidated Net Income to compute Parent Consolidated Cash Flow only to the extent that a corresponding amount would be permitted at the date of determination to be dividended to Parent by such Subsidiary without prior governmental approval (that has not been obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to the Subsidiary or its stockholders.

For the avoidance of doubt, (1) the calculation of the ratio test set forth in clause (a) of the first paragraph of the “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant, shall give effect to any incurrence, assumption or guarantee of any Indebtedness relating to the construction, delivery and/or acquisition of any Additional Vessel in accordance with the foregoing clauses (A) and (B); and (2) the acquisition of an Additional Vessel with actual earned Parent Consolidated Cash Flow and future Parent Consolidated Cash Flow expected by virtue of the existence of a Qualified Services Contract, may be givenpro forma effect due to the combined effect of the foregoing clauses (A) and (B).

“Pari Passu Collateral Agent” means the collateral agent for all holders of Pari Passu Obligations. Wells Fargo Bank National Association will initially serve as the Pari Passu Collateral Agent.

“Pari Passu Documents” means the 2019 Indenture Documents, the Term Loan Documents, the Credit Agreement Documents and any other document or instrument evidencing or governing any Other Pari Passu Obligations, including the Indenture Documents and the Second Term Loan Documents.

“Pari Passu Excluded Collateral” means any cash, certificate of deposit, deposit account, money market account or other such liquid assets to the extent that such cash, certificate of deposit, deposit account, money market account or other such liquid assets are on deposit or maintained with the Credit Agreement Agent or any other Credit Agreement Secured Party (other than the Pari Passu Collateral Agent) to secure the Credit Agreement Obligations.

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“Pari Passu Obligations” means (a) the Term Loan Obligations, (b) the Credit Agreement Obligations, (c) the 2019 Note Obligations, (d) all Other Pari Passu Obligations, including the Note Obligations and the Second Term Loan Obligations, and (e) all other Obligations in respect of, or arising under, the Pari Passu Documents, including all fees and expenses of the collateral agent payable with respect thereto and shall include all interest and fees, which but for the filing of a petition in bankruptcy with respect to the Issuer, the Parent or any other Guarantor (in each case, including in its capacity as a co-borrower thereunder), would have accrued on such obligations, whether or not a claim for such interest or fees is allowed in such proceeding.

“Pari Passu Secured Party” means (a) the Pari Passu Collateral Agent, (b) the Term Loan Secured Parties, (c) the 2019 Notes Secured Parties, (d) the Credit Agreement Secured Parties and (e) the holders of Other Pari Passu Obligations, including the Trustee, the Noteholder Collateral Agent and the holders of the notes and the Second Term Loan Secured Parties.

“Permitted Business” means:

(1) with respect to the Issuer and the Restricted Subsidiaries, a business in which the Issuer and the Restricted Subsidiaries were engaged on the date of the Indenture, as described in the Offering Memorandum, and any business reasonably related or complimentary thereto; and

(2) with respect to Parent, the ownership of the Equity Interests in the Issuer and Parent’s other Subsidiaries and the business in which Parent is engaged on the date of the Indenture and, as described in the Offering Memorandum and any business reasonably related or complimentary thereto.

“Permitted Investments” means:

(1) any Investment in the Issuer or in a wholly owned Restricted Subsidiary that is a Guarantor;

(2) any Investment in Cash Equivalents;

(3) any Investment by the Issuer or any wholly owned Restricted Subsidiary in a Person, if as a result of such Investment:

(a) such Person becomes a wholly owned Restricted Subsidiary and a Guarantor; or

(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Issuer or a wholly owned Restricted Subsidiary that is a Guarantor;

(4) Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (4) that are at the time outstanding not to exceed the greater of (a) $100.0 million and (b) 5% of the Issuer’s Consolidated Tangible Assets;

(5) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the “Asset Sales” covenant;

(6) any acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Issuer;

(7) any Investments received in compromise or resolution of obligations of trade creditors or customers that were incurred in the ordinary course of business of the Issuer or any of the Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer and any Investments obtained in exchange for any such Investments;

(8) Investments represented by Hedging Obligations; and

(9) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken

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together with all other Investments made pursuant to this clause (9) that are at the time outstanding not to exceed $25.0 million.

“Permitted Liens” means:

(1) Liens on assets of the Issuer and the Guarantors securing Indebtedness and other Obligations under any Credit Facility that is permitted by the terms of the Indenture to be incurred pursuant to clause (1) of the second paragraph of the covenant described above under the “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant;

(2) Liens existing on the date of the Indenture, including Liens securing (a) the notes and the related Note Guarantees, (b) the exchange notes and related Note Guarantees to be issued pursuant to the Registration Rights Agreement, (c) the Term Loan and the related guarantees, (d) the Second Term Loan Facility and the related guarantees, and (e) the 2019 Notes and the related note guarantees and the exchange notes and related note guarantees to be issued pursuant to the registration rights agreement with respect thereto, in each case, that are permitted by the terms of the Indenture to be incurred pursuant to clauses (2), (3) or (4) of the second paragraph of the covenant described above under the “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant;

(3) Liens in respect of Indebtedness of Parent permitted to be incurred by clause (a) of the first paragraph of the covenant described above under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” covering only the assets constructed or acquired with or financed by such Indebtedness;provided that none of the assets of the Issuer or any Guarantor (other than Parent) will be permitted to be subject to any Lien pursuant to this clause (3);

(4) Liens in favor of the Issuer or the Guarantors;

(5) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with Parent, the Issuer or any Subsidiary of the Issuer;provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with the Issuer or the Subsidiary;

(6) Liens on property (including Capital Stock) existing at the time of acquisition of the property by Parent, the Issuer or any Subsidiary of the Issuer;provided that such Liens were in existence prior to, such acquisition, and not incurred in contemplation of, such acquisition;

(7) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

(8) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of the second paragraph of the covenant described above under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” covering only the assets constructed or acquired with or financed by such Indebtedness;

(9) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted;provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;

(10) Liens imposed by law, such as necessaries suppliers, carriers’, warehousemen’s, landlord’s, mechanics’ crews wages, salvage and general average Liens, in each case, incurred in the ordinary course of business not more than 30 days past due or which are being contested in good faith;

(11) survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

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(12) the pledge or encumbrance by Parent or any Excluded Parent Subsidiary of the Equity Interests, property or assets of any Excluded Parent Subsidiary;

(13) Liens created for the benefit of (or to secure) the notes or the Note Guarantees;

(14) Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under the Indenture;provided,however, that:

(a) the new Lien is limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Indebtedness (plus improvements and accessions to such property, or proceeds or distributions thereof); and

(b) the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (i) the outstanding principal amount, or, if greater, committed amount, of the original Indebtedness and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge;

(15) Liens for obligations owed to vendors or other third parties that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted,provided that, any reserve or other appropriate provision as is required in conformity with GAAP has been made thereof;

(16) Liens to secure Hedging Obligations of the Issuer or any Restricted Subsidiary; and

(17) Liens incurred in the ordinary course of business of the Issuer or any Guarantor with respect to obligations that do not exceed $25.0 million at any one time outstanding.

“Permitted Operating Expense and Tax Reimbursements” means, without duplication as to amounts, actual amounts paid by Parent for the benefit of the Issuer and the Restricted Subsidiaries in respect of bona fide goods, taxes, services and other operating expenses incurred from and after the Issue Date and relating to the Permitted Business of the Issuer and the Restricted Subsidiaries;provided that any amounts so paid to Parent are on terms no less favorable than those available in arm’s length transactions with unaffiliated third parties;provided further, that in no event shall any amounts that may be classified as Permitted Parent Payments be treated as Permitted Operating Expense and Tax Reimbursements.

“Permitted Parent Payments” means, without duplication as to amounts, payments to Parent by the Issuer or any Restricted Subsidiary to permit Parent to pay reasonable and bona fide franchise taxes and accounting, legal and administrative expenses of the Issuer and the Guarantors when due, in an aggregate amount not to exceed $25.0 million per annum, which amount shall increase by 1.0% per annum on January 1 of each year, beginning on January 1, 2013.

“Permitted Refinancing Indebtedness” means any Indebtedness of Parent, the Issuer or any of the Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge other Indebtedness of Parent, the Issuer or any of the Restricted Subsidiaries (other than intercompany Indebtedness);provided that:

(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith);

(2) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged;

(3) if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is (a) subordinated in right of payment to the notes or a Note Guarantee, then such Permitted Refinancing

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Indebtedness is subordinated in right of payment to the notes or such Note Guarantee, as the case may be, or (b) pari passu in right of payment to the notes or a Note Guarantee, then such Permitted Refinancing Indebtedness is subordinated orpari passu in right of payment to the notes or such Note Guarantee, as the case may be, in the case of each of clauses (a) and (b), on terms at least as favorable to the holders of notes as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged;

(4) in the case of Indebtedness of the Issuer or any Restricted Subsidiary, such Indebtedness is incurred either by the Issuer or by the Restricted Subsidiary or both the Issuer and the Restricted Subsidiary who is the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged;

(5) in the case of Indebtedness of Parent, such Indebtedness is incurred either by Parent or by an Excluded Parent Subsidiary or both Parent and an Excluded Parent Subsidiary who is the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and

(6) in the case of guarantees by Other Guarantors of any Indebtedness being refinanced that is permitted by the Indenture to be refinanced, such new guarantee of the Other Guarantor is incurred by the same Other Guarantor who is the obligor on the guarantee being renewed, refunded, refinanced, replaced, defeased or discharged.

“Permitted Third Party Charter” means the charter of a Vessel to a third party in conjunction with the conduct of drilling operations, where a Guarantor (other than Parent) effectively retains operational control of the Vessel and local law requires a resident person of the nation in whose waters the Vessel is located to charter the Vessel as a condition to the lawful conduct of drilling operations in such waters and where the Issuer or a Guarantor is the ultimate beneficiary of indemnities under the Drilling Contract.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Qualified Services Contract” means, with respect to any Additional Vessel acquired by or committed to be delivered to, Parent or any of its Subsidiaries, a bona fide contract or series of contracts, together with any amendments, supplements or modifications thereto, that the Board of Directors of Parent, acting in good faith, designates as a “Qualified Services Contract” pursuant to a resolution of the Board of Directors of Parent, which contract or contracts:

(1) are between Parent or one of its Subsidiaries, on the one hand, and (a) a Person with a rating (or a Person whose parent has such a rating) of either BBB- or higher from S&P or Baa3 or higher from Moody’s, or if such ratings are not available, then a similar investment grade rating from another nationally recognized statistical rating agency or (b) any other Person provided such contract is supported by letters of credit, performance bonds or guarantees from a Person or its parent that has an investment grade rating as described in the preceding subclause (a) of this clause (1), or such contract provides for a lockbox or similar arrangements or direct payment to Parent or its Subsidiary, as the case may be, by a Person with (or a Person whose parent has) such an investment grade rating, for the full amount of the contracted payments due over the four-quarter reference period considered in calculating Consolidated Cash Flow;

(2) provide for services to be performed by Parent or one or more of its Subsidiaries involving the use of such Additional Vessel by Parent or one or more of its Subsidiaries, in either case for a minimum aggregate period of at least one year;

(3) provide for a fixed or minimum dayrate or fixed rate for such Additional Vessel covering all the period in (2) above; and

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(4) for purposes of the “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant, provide that revenues from such Qualified Services Contract are to be received by Parent or its Subsidiary within one year of (a) delivery of the related Additional Vessel and (b) the incurrence of any Indebtedness pursuant to such clause.

“Rating Agency” means (1) each of Moody’s and S&P and (2) if Moody’s or S&P ceases to rate the notes for reasons outside of Parent’s control, a “nationally recognized statistical rating organization” within the meaning of Rule 15cs-1(c)(2)(vi)(F) under the Exchange Act selected by Parent or any direct or indirect parent of Parent (as certified by a resolution of the Board of Directors of Parent or such direct or indirect parent of Parent, as applicable) as a replacement agency for Moody’s or S&P, as the case may be.

“Redemption Date” means the date of redemption established by the Issuer pursuant to the Indenture as described under “—Redemption & Offers to Purchase.”

“Registration Rights Agreement” means the Registration Rights Agreement entered into as of the Issue Date among the Representatives, the Issuer and the Guarantors and any other Registration Rights Agreement entered into from time to time in connection with the issuance of additional notes under the Indenture.

“Representatives” means (a) with respect to the issuance of the initial notes on the Issue Date, Citigroup Global Markets Inc. and Jefferies LLC, and (b) with respect to any issuance of additional notes, any one or more initial purchasers acting in such role pursuant to a purchase agreement entered into with the Issuer and the Guarantors.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” means any Subsidiary of the Issuer that is not an Unrestricted Subsidiary.

“S&P” means Standard & Poor’s Rating Services or any successor to the rating agency business thereof.

“SEC” means the U.S. Securities and Exchange Commission.

“Second Term Loan Agent” means the administrative agent under the Second Term Loan Facility, which shall initially be Citibank, N.A.

“Second Term Loan Collateral Agent” means the collateral agent under the Second Term Loan Facility, which shall initially be Wells Fargo Bank, National Association.

“Second Term Loan Documents”means the Second Term Loan Facility, the Collateral Agreements and any agreement, instrument or other document evidencing or governing any Second Term Loan Obligations.

“Second Term Loan Facility” means that certain Term Loan Agreement to be dated as of the Issue Date, among the Issuer, as co-borrower, the US Borrower (as defined therein), the Parent as a guarantor and other guarantors party thereto, the lenders from time to time party thereto, the Second Term Loan Agent, and the Second Term Loan Collateral Agent, as collateral agent for such lenders.

“Second Term Loan Obligations”means the “Obligations” (as defined in the Second Term Loan Facility) of the Grantors under the Second Term Loan Facility, the Collateral Agreements and any other related document or instrument executed and delivered pursuant to any of the foregoing.

“Second Term Loan Secured Parties”means, collectively, the lenders from time to time party to the Second Term Loan Facility, the Second Term Loan Collateral Agent and the Second Term Loan Agent.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC thereunder.

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“Security Agreement” means the Pledge and Security Agreement, dated as of October 25, 2012, among the Issuer and the Grantors (as defined therein) from time to time party thereto in favor of the Pari Passu Collateral Agent, as amended, amended and restated, or supplemented from time to time in accordance with its terms.

“Series” means (a) with respect to the Pari Passu Secured Parties, each of (i) the Term Loan Secured Parties (in their capacities as such), (ii) the 2019 Notes Secured Parties (in their capacity as such), (iii) the Other Pari Passu Secured Parties that become subject to the Intercreditor Agreement after the date thereof that are represented by a common Authorized Representative (in its capacity as such for such Other Pari Passu Secured Parties) and (iv) the Credit Agreement Secured Parties and (b) with respect to any Pari Passu Obligations, each of (i) the Term Loan Obligations, (ii) the 2019 Note Obligations, (iii) the Other Pari Passu Obligations incurred pursuant to any Other Pari Passu Agreement, which pursuant to any joinder agreement, are to be represented under the Intercreditor Agreement by a common Authorized Representative (in its capacity as such for such Other Pari Passu Obligations) and (iv) the Credit Agreement Obligations.

“Shared Payment” means any and all Common Collateral or Credit Agreement Excluded Collateral or proceeds thereof received by any Pari Passu Secured Party pursuant to any Pari Passu Documents or by the exercise of any rights available to it under applicable law or in any proceeding (including any insolvency or liquidation proceeding) or in connection with any disposition of, collection on, or in connection with any insurance policy claim or condemnation award (or deed in lieu of condemnation) with respect to, such Common Collateral or such Credit Agreement Excluded Collateral.

“Ship Mortgage”means collectively the first naval mortgages and other instruments such as statutory mortgages and deeds over the Vessels (including, with respect to theTungsten Explorer, executed, delivered, and recorded as of the date, subject to adjustment across time zones, theTungsten Explorer is delivered by DSME to the applicable Subsidiary), each duly registered in the Bahamian or Panamanian ship registry, as applicable, in favor of the Pari Passu Collateral Agent, as the same may be amended, supplemented or modified from time to time.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the date of the Indenture.

“Specified Tax Jurisdiction” means each jurisdiction in which the Issuer or any Guarantor is organized or otherwise considered by a taxing authority to be a resident for tax purposes or from or through which the Issuer or any Guarantor makes a payment on the notes or any Note Guarantee.

“Stated Maturity” means, with respect to any installment of interest or principal on any item or series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the date of the Indenture or, if such item or series is incurred after the date of the Indenture, the date such item or series is incurred will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Stayed Controlling Party” means, at any time the Step-In Right is in effect, the Authorized Representative that was the Controlling Party immediately prior to the exercise by the Credit Agreement Agent of the Step-In Right.

“Subsidiary” means, with respect to any specified Person:

(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting

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power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

“Taxes” has the meaning defined under the caption “—Withholding Taxes.”

“Tender Offer”means the offer to purchase for cash any and all of the outstanding 2015 Notes by the Issuer, upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated March 18, 2013 and in the accompanying Consent and Letter of Transmittal, as the same may be amended or supplemented from time to time.

“Term Loan Agent” means the administrative agent under the Term Loan Facility, which shall initially be Citibank, N.A.

“Term Loan Collateral Agent” means the collateral agent under the Term Loan Facility, which shall initially be Wells Fargo Bank, National Association.

“Term Loan Documents” means the Term Loan Facility, the Collateral Agreements and any agreement, instrument or other document evidencing or governing any Term Loan Obligations.

“Term Loan Facility” means that certain Term Loan Agreement dated as of October 25, 2012, among the Issuer, as co-borrower, the US Borrower (as defined therein), the Parent as a guarantor and other guarantors party thereto, the lenders from time to time party thereto, the Term Loan Agent, and the Term Loan Collateral Agent, as collateral agent for such lenders.

“Term Loan Obligations” means the “Obligations” (as defined in the Term Loan Facility) of the Grantors under the Term Loan Facility, the Collateral Agreements and any other related document or instrument executed and delivered pursuant to any of the foregoing.

“Term Loan Secured Parties” means, collectively, the lenders from time to time party to the Term Loan Facility, the Term Loan Collateral Agent and the Term Loan Agent.

“TIA” means the Trust Indenture Act of 1939, as amended, and the rules and regulations of the SEC thereunder.

“Transaction Fees” means the fees and expenses in connection with (a) the issuance and sale of the notes, (b) the entry into the Second Term Loan Facility, (c) the entry into the Credit Agreement, (d) the consummation of the Tender Offer and Consent Solicitation including (i) the tender offer consideration paid to holders of our 2015 Notes who tender their 2015 Notes in connection with and subject to the terms of the Tender Offer and (ii) the consent fee paid to holders of our 2015 Notes in connection with and subject to the terms of the Consent Solicitation and (e) all other transactions relating to the foregoing.

“Transactions”means, collectively, (a) the issuance and sale of the notes and the entry into the Registration Rights Agreement and related Collateral Agreements, including the Intercreditor Joinder Agreements, (b) the entry into the Second Term Loan Facility, (c) the entry into the Credit Agreement, (d) the consummation of the Tender Offer and Consent Solicitation, (e) the payment of the Transaction Fees and (f) all other transactions relating to the foregoing.

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“Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to April 1, 2018; provided, however, that if the period from the redemption date to April 1, 2018 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trustee” means Wells Fargo Bank, National Association in its capacity as trustee under the Indenture.

“Tungsten Explorer”means the Ultra Deepwater Drillship Hull No. 3615 currently under construction at DSME, with delivery expected in the second quarter of 2013, to be owned by, and registered in the name of, the Issuer or a Restricted Subsidiary under Bahamian flag (subject to any Vessel Asset Sale following the Tungsten Explorer Delivery Date).

“Tungsten Explorer Construction Assignment” means the first priority assignment of the Tungsten Explorer Construction Contract and Tungsten Explorer Refund Guarantee in favor of the Pari Passu Collateral Agent given by Tungsten Explorer Company together with the consent thereto, if any, of each of DSME and Korea Eximbank, as issuer of the Tungsten Explorer Refund Guarantee.

“Tungsten Explorer Construction Contract” means the Construction Contract between DSME and Tungsten Explorer Company dated May 9, 2011, respecting the construction and delivery of theTungsten Explorer, as amended, modified, or supplemented from time to time.

“Tungsten Explorer Delivery Date” means the date on which theTungsten Explorer is delivered by DSME to the applicable Subsidiary, and accepted by, Parent, the Issuer or a Subsidiary of Parent or the Issuer.

“Tungsten Explorer Drilling Contract” means a Drilling Contract in respect of theTungsten Explorer.

“Tungsten Explorer Final Construction Payment” means the payment of approximately $415 million due and payable to DSME pursuant to the terms and conditions of the Tungsten Explorer Construction Contract.

“Tungsten Explorer Refund Guarantee” means the Letter of Credit issued by the Korea Eximbank, or similar instrument respecting the obligations of DSME under the Tungsten Explorer Construction Contract, as amended, modified or supplemented from time to time.

“Uniform Commercial Code” means the Uniform Commercial Code as in effect in any applicable jurisdiction from time to time.

“Unrestricted Subsidiary” means any Subsidiary of the Issuer that is designated by the Board of Directors of Parent as an Unrestricted Subsidiary pursuant to a resolution of such Board of Directors, but only to the extent that such Subsidiary:

(1) has no Indebtedness other than Non-Recourse Debt;

(2) except as permitted by the covenant described above under the caption “—Certain Covenants—Transactions with Affiliates,” is not party to any agreement, contract, arrangement or understanding with Parent, the Issuer or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to Parent, the Issuer or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Issuer;

(3) is a Person with respect to which none of Parent, the Issuer nor any of the Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or

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preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;

(4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Issuer or any of the Restricted Subsidiaries; and

(5) is not the owner or Internal Charterer of a Vessel.

“Vessel” means each of (i) the Panamanian flag vessels theEmerald Driller, theSapphire Driller, theTopaz Driller and theAquamarine Driller, (ii) the Deepwater Vessels and (iii) any other Additional Vessel hereafter acquired by the Issuer or any Restricted Subsidiary in each case together with all related spares, equipment and any additions or improvements; provided that for the purposes of any provision related to the acquisition or disposition of a Vessel, such acquisition or disposition may be conducted through the transfer of all of the Capital Stock of any special purpose entity that owns such Vessel; provided further that upon the consummation of a Vessel Asset Sale where all of the interests in such Vessel are sold, leased, conveyed or otherwise disposed of in a transaction that complies with the terms of the Indenture, including the covenants described above under the captions “—Restricted Payments,” “—Asset Sales” and “—Merger, Consolidation; Sale of Assets,” such Vessel shall not thereafter constitute a Vessel hereunder.

“Vessel Asset Sale” means a sale, lease (except under an Internal Charter, a Drilling Contract or a Permitted Third Party Charter), conveyance or other disposition of a Vessel, or any minority interest in a Vessel, right to a Vessel or construction contract respecting the construction of any Vessel; provided that any Vessel Asset Sale with respect to a minority interest in a Vessel will be subject to the Mortgage relating to such Vessel.

“Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2) the then outstanding principal amount of such Indebtedness.

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of certain U.S. federal income tax consequences relevant to the exchange of the exchange notes for the old notes, but does not purport to be a complete analysis for all potential tax effects. The summary is based upon the Internal Revenue Code of 1986, as amended, Treasury Regulations, Internal Revenue Service rulings and pronouncements and judicial decisions now in effect, all of which may be subject to change at any time by legislative, judicial or administrative action. These changes may be applied retroactively in a manner that could adversely affect a holder of the exchange notes. The description does not consider the effect of any applicable foreign, state, local or other tax laws or estate or gift tax considerations.Each holder is encouraged to consult, and depend on, his own tax advisor in analyzing the particular tax consequences of exchanging such holder’s old notes for the exchange notes, including the applicability and effect of any federal, state, local and foreign tax laws.

The exchange of the exchange notes for the old notes will not be a taxable event to a holder for United States federal income tax purposes. Accordingly, a holder will have the same adjusted issue price, adjusted basis and holding period in the exchange notes as it had in the old notes immediately before the exchange.

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PLAN OF DISTRIBUTION

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for old notes where such old notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for 120 days after the consummation of the exchange offer, we will make this prospectus, as amended or supplemented, available upon request to any broker-dealer for use in connection with any such resale.

We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The enclosed letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

We have agreed to pay all expenses incident to the exchange offer (including the expenses of one counsel for the holders of the notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the old notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

The validity of the exchange notes and certain legal matters in connection with this exchange offer will be passed upon for us by Fulbright & Jaworski L.L.P., Houston, Texas, by our Cayman Islands counsel, Maples and Calder, by our Hungarian counsel, Reti, Antall & Partners Law Firm, by our Netherlands counsel, Heussen, by our Malaysian counsel, Azmi & Associates, by our Cypriot counsel, Ioannides Demetriou LLC, by our Polish counsel, PricewaterhouseCoopers Legal Szurminska-Jaworska Sp.k., by our Luxembourg counsel, Arendt & Medernach, and by our Indonesian counsel, Hadromi & Partners Law Firm.

EXPERTS

Our consolidated financial statements as of December 31, 2012 and 2011, and for each of the three fiscal years in the period ended December 31, 2012, and the effectiveness of our internal control over financial reporting as of December 31, 2012, incorporated herein by reference from our Annual Report on Form 10-K for the year ended December 31, 2012 have been audited by UHY LLP, an independent registered public accounting firm, as set forth in their reports thereon, and are incorporated in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

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WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the Exchange Act, and in accordance therewith we file reports, proxy statements and other information with the SEC. You may read and copy this information at the Public Reference Room of the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. For more information about the operation of the Public Reference Room, call the SEC at 1-800-SEC-0330. The SEC also maintains a free web site that contains reports, proxy and information statements, and other information about issuers who file electronically with the SEC. The Internet address of the SEC’s website is www.sec.gov. Our SEC filings are also available to the public on our website at www.vantagedrilling.com. Please note that information contained in our website, whether currently posted or posted in the future, is not a part of this offering memorandum or the documents incorporated by reference in this offering memorandum. This offering memorandum also contains summaries of the terms of certain agreements that we or our subsidiary guarantors have entered, or will enter, into in connection with this offering. The descriptions contained in this offering memorandum or those agreements do not purport to be complete and are subject to, and qualified in their entirety by reference to, the definitive agreements. You may request a copy of the agreements defined herein at no cost by writing or telephoning us at the following address: Attention: Investor Relations, Vantage Drilling Company, 777 Post Oak Boulevard, Suite 800, Houston, Texas 77056; phone number (281) 404-4700.

INCORPORATION BY REFERENCE

We are incorporating by reference into this offering memorandum certain information that we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this offering memorandum, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, until the closing of the offering.

• Annual report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on February 15, 2013;

• Quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2013, filed with the SEC on May 10, 2013;

• Definitive proxy statement on Schedule 14A, filed with the SEC on February 15, 2013 as amended by the Definitive Additional Materials (Amendment No. 1) on Schedule 14A, filed with the SEC on March 4, 2013; and

• Current reports on Form 8-K filed with the SEC on January 25, 2013, March 18, 2013, March 19, 2013, March 20, 2013, April 3, 2013, May 24, 2013, June 26, 2013, July 10, 2013 and July 16, 2013.

Any statement contained in a document incorporated or deemed to be incorporated by reference into this offering memorandum shall be deemed to be modified or superseded for purposes of this offering memorandum to the extent that a statement contained in this offering memorandum or in any other subsequently filed document that is or is deemed to be incorporated by reference into such document modifies or supersedes such prior statement.

You may request a copy of these filings, at no cost, by writing or telephoning us at Vantage Drilling Company, 777 Post Oak Boulevard, Suite 800, Houston, Texas 77056, Attn: Investor Relations; telephone number (281) 404-4700.

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OFFSHORE GROUP INVESTMENT LIMITED

a subsidiary of

Exchange Offer for

$775,000,000 7.125% Senior Secured First Lien Notes due 2023

PROSPECTUS

July 26, 2013