prior to publication, this document contained inside ... · practice statement (companies: schemes...

For immediate release 31 July 2020

KCA Deutag enters into a binding lock-up agreement with the majority of its creditors in connection with a proposed financial restructuring that will address its

upcoming maturities and significantly delever its balance sheet Prior to publication, this document contained inside information under Regulation (EU) 596/2014 on market abuse.

ABERDEEN, 31 July 2020 - following the announcements made on 26 March 2020 and 2 May 2020, KCA Deutag (KCA Deutag or the Company) is pleased to announce today that it has entered into a lock-up agreement (the Lock-up Agreement) with an ad-hoc committee of holders of existing senior secured notes and term loan (the Ad-hoc Committee) and certain revolving credit facility lenders (the RCF Lenders): Highlights of the proposed financial restructuring

A significant reduction of outstanding debt under the existing notes, term loan and bank facilities from USD 1.9 billion to USD 510 million – resulting in net leverage of 1.4x (pro forma for the transaction)12.

A robust capital structure with a 5 year runway until the maturity of the reinstated bond debt and a 5 year extension to a $60m guarantee facility.

USD 106 million overall reduction in annual debt servicing costs.

Access to significant liquidity via USD 117 3 million cash on balance sheet expected at closing.

The proposed financial restructuring has the support of the majority of the Company’s Creditors. The Lock-up Agreement has been executed by the Ad-hoc Committee (representing more than 71.1% of the amount outstanding under the existing senior secured notes and 73.1% of the amount outstanding under the term loan). Additionally, members of the Ad-hoc Committee and other RCF Lenders representing 26.5% of the amount outstanding under the revolving credit facility have executed the binding Lock-up Agreement. Certain other RCF Lenders, including the provider of the Group’s working capital facility, are seeking final credit committee approval, to enter into the Lock-up Agreement, which would increase the percentage of RCF commitments under the Lock-up Agreement to 77.4%. The major existing shareholders of the Group have also confirmed their support for the proposed financial restructuring and are likely to accede to the Lock-up Agreement shortly.

1 Based on LTM Jun-2020 EBITDA of $293m, pro forma total debt of c.$510m, and current cash at 30-Jun-2020 of $100m (which excludes $80m of transaction costs) 2 Includes Oman and IDTEC debt of $10m 3 Based on forecast Q3 FY2020 cash of $117m (after deducting $80m of transaction costs while including $52m of overseas cash estimated at Q3 FY2020)

2

An early bird lock-up fee of 0.15% (which is calculated as a percentage of a creditor’s

Participating Creditor Exposure (as defined in the Lock-up Agreement)) will be payable by 21 August 2020 to creditors who are party to, or accede to, the Lock-up Agreement by 14 August 2020 and have complied with their obligations under the Lock-up Agreement.

The Company intends to complete the proposed financial restructuring around November 2020 through an English law scheme of arrangement under the Companies Act 2006.

Bob Ellis, Chairman of the Board of KCA Deutag said: “The execution of the binding Lock-up Agreement is an important step towards the deleveraging and strengthening of the Company’s balance sheet and achievement of a long-term sustainable capital structure. This constitutes an important milestone in the process to implement the financial restructuring of the business which will provide the Company with a platform to support the future development of the business and deliver long-term value for all of its stakeholders. We look forward to working with the Ad-hoc Committee and RCF Lenders as the new major shareholders of KCA Deutag and greatly appreciate their backing of the Company and its management team. The Company’s current shareholders led by Pamplona and AQI have provided KCAD with strategic input in growing and developing the business. The Company would like to thank them for their leadership to date and their support for the proposed consensual transaction.” Further Details on the Lock-up Agreement The Lock-up Agreement has been entered into by: the holders of 51.7% of the aggregate principal amount of the 7.25% Senior Secured

Notes due 2021 (ISIN Code: US48244LAA61 / USG5222MAA39) (the 2021 Notes);

the holders of 82.7% of the aggregate principal amount of the 9.875% Senior Secured Notes due 2022 (ISIN Code: US48244LAC28 / USG5222MAB12) (the 2022 Notes);

the holders of 73.6% of the aggregate principal amount of the 9.625% Senior Secured Notes due 2023 (ISIN Code: US48244LAE83 / USG5222MAC94) (the 2023 Notes and, together with the 2021 Notes and the 2022 Notes, the Notes with any holder of the Notes being a Holder); and

entities holding directly or indirectly 54.3% of the total commitments under the credit agreement originally dated 16 May 2014 (the Credit Agreement with any lender under the Credit Agreement being a Lender and any term loan lender under the Credit Agreement being a Term Loan Lender).

The Lock-up Agreement outlines the terms of the proposed financial restructuring of the Company’s existing liabilities under the Notes and the Credit Agreement. The presentation appended to this announcement as Annex 1 includes a market update, a summary of the terms of the proposed financial restructuring and certain updates on the Company’s business (including an updated business plan). The proposed financial restructuring envisages that all of the liabilities under the Notes and the Credit Agreement (other than in respect of the guarantee/letter of credit facilities under the Credit Agreement) will be

3

exchanged for a combination of a $500m new debt instrument and 100% of the equity in the KCA Deutag group post-restructuring. Additional detail on the terms of the proposed financial restructuring can be found in the restructuring term sheets and restructuring steps plan scheduled to the Lock-up Agreement. The terms of the Lock-up Agreement are effective immediately and substantially maintain the standstill arrangements put in place by the standstill agreement entered into by the Company and several of its creditors on 2 May 2020 (the Standstill Agreement). Pursuant to the terms of the Lock-up Agreement, KCA Deutag will continue to not make any interest or amortisation payments due under the Notes or the Credit Agreement whilst the Lock-up Agreement is in effect. A copy of the Lock-up Agreement is appended to this announcement as Annex 2. Any Holder or Lender who would like to become a Participating Creditor under (and as defined in) the Lock-up Agreement (a Participation) will need to, to the extent such Holder or Lender is not already a party thereto, sign an accession agreement (an Accession Agreement) in or substantially in the form set out in Schedule 5 (Form of Accession Agreement) to the Lock-up Agreement and in the case of Holders, provide relevant instructions to The Depository Trust Company (DTC), Euroclear Bank S.A./N.V. (Euroclear) and Clearstream Banking S.A. (Clearstream and, together with Euroclear and DTC, the Clearing Systems), as applicable, by following the procedures as set forth in Annex 3. The deadline for the Holders to provide instructions to the Clearing Systems is 5 p.m. New York time on 14 August 2020, subject to extension by the Issuer (as defined below) as further described in Annex 3 (the Expiration Time ). Holders that wish to accede after the Expiration Time should refer to the “Expiration Time; Extensions” section in Annex 3. The Company has engaged an Information Agent, Lucid Issuer Services Limited ( the Information Agent or Lucid), who will be responsible for compiling the Accession Agreements and the submission of the instruction on the Clearing Systems. Lucid will provide any Holder or Lender wishing to become a Participating Creditor with a word version of the form of Accession Agreement on request. Lucid ’s details are also provided at the end of this statement. Holders or Lenders who require further information in connection with the Lock-up Agreement before becoming a Participating Creditor are invited to contact Moelis & Company UK LLP (in their capacity as the financial advisers to the Ad-hoc Committee and whose details are provided at the end of this statement) by no later than 5:00 pm (London time) on 13 August 2020. Any creditor that becomes a Participating Creditor and is or becomes a Holder agrees to the giving of notice to the trustee (the Trustee) and the security agent (the Security Agent) in respect of each issuance of Notes in which it holds an interest in the form as set forth in Schedule 6 (Form of Standing Notice to Trustee and Security Agent) ( the Standing Notice) of the Lock-up Agreement and authorizes and instructs the Information Agent to send such notice on its behalf. The standing notice delivered to the Trustee and the Security Agent on 9 May 2020 pursuant to the Standstill Agreement (the Existing Standing Notice) shall remain in effect until the Standing Notice is delivered by the Information Agent on behalf of the Holders of at least a majority in aggregate principal amount of the relevant outstanding Notes pursuant to the Lock-up Agreement, upon which the Standing Notice will replace the Existing Standing Notice and the Existing Standing Notice will be terminated. KCA Deutag will make further announcements in due course, as appropriate.

4

* * * * * For more information, please visit our website: www.kcadeutag.com For investor relations queries, please email: [email protected] Contact details for Houlihan Lokey (financial advisor to KCA Deutag), Moelis & Company (financial advisor to the Ad-hoc Committee) and Lucid are as follows: Houlihan Lokey EMEA, LLP Chris Foley Tel: +44-20-7747-2717 Email: [email protected] Moelis & Company Rohan Choudhary Tel: + 44-20-7634-3660 Email: [email protected] Lucid Issuer Services Limited Sunjeeve Patel / Paul Kamminga Tel: +44 207 704 0880 Email: [email protected] Website: www.lucid-is.com/kcadeutag

5

Annex 1

Information Disclosure Document

KCA Deutag is a leading international

drilling, engineering and technology

company working onshore and

offshore with a focus on safety,

quality and operational performance

1

KCAD Information Disclosure Document

July 2020

Disclaimer

2

This document may contain or may be deemed to constitute price-sensitive and material non-public information, and the recipient acknowledges that the use of such information may be regulated or prohibited by applicable legislation, including securities law relating to insider dealing and market abuse

This document is provided for information purposes and is not intended (in whole or in part) as an offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any securities of the KCA Deutag group or its affiliates nor should any part of any of this document form the basis of, or be relied on in connection with, any contract or commitment whomsoever

Nothing contained in this document is intended, or should be construed, as a recommendation to buy or sell any securities or other obligations

Introduction and Market Update

Executive Summary

4

These materials cover the following update points regarding KCAD and the proposed transaction:


• Provides an overview of i) the oil and gas market pre OPEC+ and COVID-19 (the “Crisis”), ii) the initial impact the Crisis had on the oil and gas industry and KCAD, and iii) the macro assumptions underpinning KCAD’s revised five year business plan (prepared during May-2020 to satisfy a milestone under the Standstill Agreement)

Trading Update

• Outlines KCAD’s Q2 FY2020 financial results which includes the following:

− Q2 FY2020 Revenue: $292m

− Q2 FY2020 EBITDA: $65m

Overview of Proposed Transaction

• Explains the key points and merits of the proposed restructuring transaction

− Pro forma net leverage of 1.4x(1) versus current net leverage of 6.3x(2)

− Retained access to WCF and guarantee facilities

− Enhanced operating flexibility

− Consensual deal with the support of KCAD’s major shareholders, key creditors, and lending banks

Five Year Business Plan

• Details the Company’s post Crisis five year business plan (FY2020 to FY2024)

1) Based on LTM Jun-2020 EBITDA of $293m, pro forma total debt of c.$510m, and current cash at 30-Jun-2020 of $100m (which excludes $80m of transaction costs))

2) Based on LTM Jun-2020 EBITDA of $293m, total debt at 20-Jun-2020 of c.$1.9bn (SSNs, TLB, RCF/ WCF, Oman debt, and IDTEC debt), and current cash at 30-Jun-2020 of $100m (which excludes $80m of transaction costs))

1

2

3

4


5

• ‘Lower for much longer’ was the Accepted Mindset

− Oil prices were stabilising between $55-65 per barrel

− Geopolitical risks were being ignored

− Cash flows of E&P companies were improving

− The OFSE industry was oversupplied leading to a clear dislocation to oil prices

• The industry was chasing the bottom since the downturn in 2015/16

• There was an inability to improve pricing & contracts were being signed at historic lows

• Investors were Fleeing the Oil & Gas Industry

− O&G market share of the S&P fell from ~18% to < 6%

− Investors began demanding ESG focus & were voting with their money

− “Energy Transition” was becoming more than just a ‘catch phrase’

• The Company was Reviewing Multiple Strategic Options

− Advisors were hired to outline and structure potential alternatives

− Growth strategy tactics were developed to transform the business

• KCAD’s Business Activity Fundamentals were Improving

− The Dalma acquisition was completed and synergies were realized

− Management deployed #enhancethebrand improvement initiatives

− Utilisation rates were increasing for the Land business unit

− The last of the multi-year Offshore contracts were being signed

− Bentec received a large 7 rig order from a key Russian customer

− The RDS greenfield opportunity pipeline was improving

Market Pre-COVID-19 and OPEC+

1 OFSE represents Oilfield Services and Equipment providers2 CNBC Morningstar estimates of the Energy industry investments in ESG

OFSE1 underperformed the Oil price trend

ESG funds capture record inflows in 20192


6

• Unprecedented Historic Supply/Demand Divergence

− E&P companies reacted with deep capex/opex cuts

− Balancing budgets became difficult for oil producing nations

− OPEC+ reached a deal including historic oil production cuts

− Most global storage capacity was already full

− The US O&G space was being decimated with rapid rig laydowns

• Length of Lockdowns will Impact the Economic Recovery

− The pace of economic normalisation is uncertain

− Consumer behaviors may change post global lockdowns

− There is a mounting fear of irreparable economic damage

• How the Pandemic Lockdowns Impacted KCAD Activity

− KCAD proactively navigated the COVID-19 constraints

− There was little to no impact from virus infections on field operations

− Customers quickly halted most marginal projects

− Supply chain challenges delayed key project deliveries

− Ubiquitous customer discount conversations began and are ongoing

− Multiple customers are still studying activity levels and scope

− The company swiftly initiated aggressive cash & cost actions

− New curfews began impacting KCAD’s ability to rotate field crews

Impact of the Crisis

1 Graphs source: Texas Railroad Commission hearings April 2020. Data from

IEA, EIA and Projection models based on their internal algorithms

Oil/Petroleum Production and Consumption 1

Oil/Petroleum Demand Recovery Projections 1


7

• Short term Oil Price Predictions

− Price is expected to be in the mid $30s per barrel for the rest of 2020

− The future price will depend on the slope of the economic recovery

− The longer the lockdown periods, likely the harder the recovery

• Uncertainty with Current & Near-term Industry Activity

− Oil demand was peaking before the lockdowns occured

• Stability in the oil price was driven by OPEC+ production cuts

• Stable oil prices supported investments in E&P projects

− The demand collapse quickly impacted marginal operations

• Many production assets cannot cover cash costs

• Low utilisation rates have resulted in negative margins

− Most E&Ps have already cut capex/opex spending

− All Oil & Gas industry segments have been impacted

− International rig counts are expected to drop in 2020 & 2021

• This will impact KCAD activity levels and rig utilisation

− Supply chain disruptions may persist in medium term

• Analysts are Becoming More Pessimistic on the Industry Outlook

− Projects to carry higher uncertainty and have lower returns

• Potential Acceleration of the Energy Transition is Expected

− European IOCs restated their commitments to net zero carbon

Market Predictions

GS estimates vs consensus vs strip prices for Brent oil1

1 Goldman Sachs report dated 3 May 20202 JP Morgan, Oil Services & Equipment Report – 12 May 2020

Estimates show a decrease in average rig count globally

International Rig Count2


8

• Given the Uncertainties with the Economic Recovery

− A ‘return to a new normal’ is expected

− Oil price will remain under pressure throughout 2020/21

− The recovery will not commence until 2022

• Business Units have Forecast the Impact to there Operations under Multiple Forecast Scenarios

− Determined the lowest level of rig utilisation, by country, by project

− Evaluated each of the local competitive environments

− Reviewed historical activity & behavior for each customer

• Market Outlook Challenges in the Current Environment

− Demand destruction may drive industry consolidation

− Immediate and lasting activity reductions in many areas

− E&P companies are under pressure to maximise cash flows

− The lack of capital will force the industry to cut costs and change

− Activity levels may return to pre-pandemic levels in time

− Day rates and pricing will take much longer to recover

Impact on the Company

Business Plan Brent Oil price assumptions ($/bbl) 1

1 Internal company assumptions for the 5 year restructuring business plan2 Arthur D Little report - Impact of COVID19 on Oil & Gas April 2020

Arthur D Little recently summarised two potential recovery scenarios2

Trading Update

151 172

119 116 13

959

12

(20)

60

140

220

300

380

Q2 2020 Q2 2019

Trading Update

10

Recent Financial and Operating Performance – Q2 FY2020

• Land Drilling: 12% year over year decrease driven by dayrate

discounts and lower rig move revenues. Utilisation remained slightly

higher than the prior year but started to decline later in the quarter as

customers reduced activity

• Offshore Services: 2% revenue increase during the quarter relative

to FY2019 mainly due to increased revenues in Angola. However,

some strings were stacked during the quarter, particularly in the North

Sea, and will reduce activity going forward

• Bentec: The 86% reduction to revenues relative to PY is because

there was 3 rigs delivered during Q2 2019 versus no rig deliveries this

year. Customer enquiries and order intake is also down versus last

year

• RDS: 20% year over year revenue decline due to lower activity

resulting from the Crisis

• Group: Although in total Q2 FY2020 EBITDA is lower than Q2

FY2019, the two largest BU's both improved results due to quick

management action to drive cost savings across the business as the

soon as the Crisis arose

• Land Drilling: Slight EBITDA improvement was driven by cost

savings being achieved ahead of the full impact of the activity

reductions

• Offshore Services: Slight EBITDA improvement was driven by the

increase in revenues, some cost savings across the BU

• Bentec: Significantly lower EBITDA than Q2 FY2019 which had been

boosted by the 3 rig deliveries

• RDS: Lower EBITDA due to delayed projects in Norway leading to

lower offshore man hours

• Corporate: Reduced corporate costs due to quick action on savings

which lowered employee costs

EBITDA Commentary

Consolidated Revenue

Consolidated EBITDA(1)

LAND | OFFSHORE | RDS | BENTEC | CORPORATE

Revenue Commentary

1 Before non-recurring items

3

$m

$m

292

395

65

74

47 46

20 19 1

12

(3) (4)

1

(10)

10

30

50

70

90

Q2 2020 Q2 2019

Trading Update

11

Cost Reduction Initiatives

• Management’s Immediate Response

• A call to action was raised across the business on cost control

• The key focus has been on overhead cost, Land opex and capex

• The Company has a target to reduce overhead by 10% in FY2020/21

versus previous expectations

• In April, most non-rig based staff moved to a 4-day week for 3 months

providing an immediate $4m saving

• The backfilling of any positions and overall recruitment was frozen

• All non-business critical spend has been stopped

• All areas across the Group are aligning overheads with activity reductions,

identifying additional cost reduction initiatives and monitoring government

support opportunities (e.g. the short time working initiative in Germany)

• Land Opex Cost Control

• KCAD is targeting to reduce rig opex costs by 10% in FY2020 through

supply chain management and tight cost control

• Supply chain cost savings in FY2021 are assumed to reduce from 10% to

5%

• In addition, reduced rig personnel levels will generate a further 5% in

savings

• Rig personnel savings are achieved by agreeing reductions with clients in

return for providing discounts

• Capex Control

• Significant reductions to FY2020 capex commitments through tight

controls and the transfer of equipment from stacked rigs

• Using of equipment from stacked rigs will require additional FY2021 capex

but the net spend in FY2021 will still be lower than pre-Crisis plans

Target savings vs. Previous Expectations

FY2020 EBITDA savings by division

Trading Update

12

Backlog as of 01-Jun-2020

Current Backlog (as of 01-Jun-2020)

Current Firm & Optioned Revenues (as of 01-Jun-2020)

LAND | OFFSHORE | RDS | BENTEC

$m

$m

• Group: Total backlog of $4.9bn is $500m lower than the 01-Apr-2020

$5.4bn backlog (reported on 02-May-2020)

• Land: As of 01-Jun-2020, Land Drilling’s revenue back log stood at

$1.6bn, relatively unchanged vs. the 01-Apr-2020 total backlog of

$1.7bn (reported on 02-May-2020)

• Offshore: Offshore Service's current backlog is $3.1bn, approximately

$400m lower than the business unit's 01-Apr-2020 total backlog of

$3.5bn (reported on 02-May-2020) principally due to the devaluation of

the underlying contract currencies during the Crisis

• RDS: The business unit’s 01-Jun-2020 backlog of $41m is in-line with

its 01-Apr-2020 backlog of $43m (reported on 02-May-2020)

• Bentec: Bentec’s 01-Jun-2020 backlog of $137m is approximately

$4m lower than its 01-Apr-2020 $141m total backlog (reported on 02-

May-2020)

Commentary

• 2020: $567m of the Company’s remaining 2020 forecast revenues

(approximately 96%) are under firm or option contracts

• 2021: As of 01-Jun-2020, $886m of KCAD’s $1.1bn of forecast 2021

revenues (approximately 81%) is under contract

• 2022: The Company’s strong backlog extends well beyond 2021 as

KCAD has $3.4bn of revenue under contract for fiscal years 2022 and

beyond

Commentary


14

• KCAD is pleased to announce that it has agreed a comprehensive consensual restructuring that achieves significant de-leveraging and positions KCAD for future growth

• The transaction contemplates a reduction of $1.4bn of debt via equitisation and reinstatement of $500m new Senior Secured Notes

− Achieves pro forma net leverage of 1.4x(1) from current level of 6.3x(2)

− Further de-leveraging expected over the course of the Company’s Base Case business plan

− In return for converting their debt claims to equity, creditors to receive 100% of KCAD’s new equity

− Existing shareholders to receive equity warrants in return for their support of the proposed transaction

• KCAD to retain access to its WCF and guarantee facilities

• KCAD to have access to $225m of super senior basket capacity which could be used to raise additional RCF facilities

− The super senior basket will be partially used by the $83m of Guarantee facilities

• The transaction is supported by 66% of the Group’s third party financial creditors(4)

• Closing is expected to occur during mid-Q4 2020

KCAD has achieved a comprehensive and holistic solution for its capital structure

The Company’s current shareholders led by Pamplona and AQI have provided KCAD with strategic input in growing and developing the business. The Company would like to thank them for their leadership to date and their support for the proposed consensual transaction. The transaction will enable the Company to continue operating as the leading provider of oilfield drilling

and rig engineering services, globally

Pre Restructuring Post Restructuring

Total Debt$1.9bn(3)

Total Debt$510m(3)

Equitisation: $1.4bn

Pro Forma Capitalization

1.0x reduction

to net

leverage

De-leveraging over Business Plan (Base Case)

(1)

(5)

1) Based on LTM Jun-2020 EBITDA of $293m, pro forma total debt of c.$510m, and current cash at 30-Jun-2020 of $100m (which excludes $80m of transaction costs))2) Based on LTM Jun-2020 EBITDA of $293m, total debt at 30-Jun-2020 of c.$1.9bn (SSNs, TLB, RCF/ WCF, Oman debt, and IDTEC debt), and current cash at 30-Jun-2020 of $100m (which

excludes $80m of transaction costs))3) Includes Oman and IDTEC debt of $10m4) As of 31-Jul-20205) Based on 2024 forecast EBITDA of $319m and Q4 2024 forecast cash of $375m

Net Leverage: 6.3x(2)

Net Leverage: 1.4x(1)

Benefits of the Proposed Transaction

$117m(3) of day-one cash

Adequate and growing liquidity

forecast over the course of the

business plan

Excess liquidity will provide

Company with a range of

potential investment options

Run-way until the next debt

maturity

Significant de-leveraging

to net leverage of 1.4x(1)

Reduction of annual debt

service cost from

$155m(2) to $49m

Further deleveraging

forecast over business

plan through EBITDA

growth and cash flow

generation

Shareholder group is

committed to the long-term

success of the business

Alignment with

management on strategy

and long-term value

creation

New Board of Directors to

to be appointed by

Shareholders in

consultation with

management

Improved operational

flexibility to:

• Re-invest in the business

• Capitalise on appealing

acquisition / strategic

opportunities such as

acquisition of rig assets

Maintains access to WCF

and guarantee facilities

$225m of super senior

basket capacity; could be

used to raise RCF and

Guarantee facilities

15

Enables the Company to achieve a holistic solution and positions the business for growth

1) Based on LTM Jun-2020 EBITDA of $293m, pro forma total debt of c.$510m, and current cash at 30-Jun-2020 of $100m (which excludes $80m of

transaction costs))

2) Based on the cash interest on the 2021, 2022 and 2023 SSNs and the cash interest and scheduled amortisation on the TLB

3) Based on forecast Q3 FY2020 cash of $117m (after deducting $80m of transaction costs while including $52m of overseas cash estimated at Q3 FY2020)

10%

21%

69%

RCF / WCF Holders TLB Lenders SSN Holders

Gross

Reinstated

Debt (SSNs)

Quantum: $500m of Senior Secured Notes

Interest: 9.875% of cash interest

Price: 100%

Maturity: Five years from issuance date

Ranking: Senior secured

Guarantee

Facility

$83m maintaining all outstanding guarantees

Ranking: Super Senior

Closing Cash

and Liquidity(1)

$117m (including overseas cash of $52m)

Closing Net

Leverage(2)

1.4x

Financial

Maintenance

Covenants

None

Super Senior

Basket

Capacity

Greater of $225m and 100% of EBITDA (partially

used by the $83m of Guarantee Facilities)

Ranking: May be super senior

Available to be used to raise additional RCF

borrowing capacity, if required

Debt

Incurrence

Test

Senior Secured Leverage Ratio: 2.5x (net)

Security Shares, material bank accounts and intercompany

receivables; floating charge over assets of English

companies

Issue Date

Guarantor

Coverage

91% of EBITDA(3)

Change of

Control

Put right at 101% plus accrued and unpaid interest

Subject to ratings/based portability: (i) if SSNs are rated BB+

or better prior to CoC, SSNs are portable regardless of post-

CoC rating; (ii) if SSNs are rated B+ to BB, rating of at least

BB need to be affirmed post-CoC for SSNs to be portable;

(iii) if SSNs are rated B or lower prior to CoC event, no

portability

Redemption NC2, 50%, 25%, par

Equity Claw: 40% at rate equal to par plus coupon; 50%

outstanding

During the non-call period, the Issuer may redeem up to

10% per calendar year at 103%

Listing and

Settlement

The International Stock Exchange / Euroclear, Clearstream


16

Proposed Transaction Terms and Conditions

Pro forma for the proposed capital structure, the Company would have net leverage of 1.4x and cash on hand / operating liquidity of $117m

1) Based on forecast Q3 FY2020 cash of $117m (after deducting $80m of transaction costs while including $52m of overseas cash estimated at Q3 FY2020)2) Based on LTM Jun-2020 EBITDA of $293m, pro forma total debt of c.$510m, and current cash at 30-Jun-2020 of $100m (which excludes $80m of transaction

costs))3) As of 31-Dec-20194) Includes accrued interest up to 27-Oct-2020, the assumed Scheme Effective Date

Summary Term Sheet

Pro forma Equity Ownership(4)


17

Cash is forecast to grow materially over the business plan

Forecast Cash(1)(2)

1) Based on forecast Q3 FY2020 closing cash of $117m (which is net of $80m of transaction costs and includes estimated Q3 FY2020

overseas cash of $52m)

2) Includes overseas cash over the forecast period with interest paid semi-annually

3) Closing of the transaction is assumed to occur during mid Q4 2020 with closing cash based on forecast Q3 FY2020 figures

Strong cash flow profile providing KCAD with a considerable ability to finance growth and strategic initiatives

Forecast $258m increase in cash over business plan

(3)

Five Year Business Plan

192 203 170 169 200 211 227

91 8974 70

73 76 77

(16) (13) (14) (15) (15) (15) (15)

273 299 236 231 265 288 319

(40)

60

160

260

360

2018 A 2019 A 2020 E 2021 E 2022 E 2023 E 2024 E

5 Year Business Plan Forecast

Consolidated Revenues and EBITDA

19

LAND | OFFSHORE | RDS | BENTEC | CORPORATE

• Revenue is expected to decrease by 18% in FY2020 as a result

of the crisis across all of the business units

• FY2021 is expected to be relatively flat year on year due to

continued expected low activity levels and pricing

• Revenue in FY2022 is expected to increase by 7% as a

result of improved land drilling utilisation

• Activity levels are forecast to return to levels similar to those

of FY2019 by FY2023 and are expected to remain stable

during FY2024, allowing for some pricing improvements

• It is also expected that RDS and Bentec will experience an

increased volume of orders over the same period

Revenue Commentary

• Despite several cost reduction initiatives taken by the

Company, FY2020 EBITDA is still forecast to drop 21% as a

result of the revenue declines noted above

• FY2021 EBITDA is expected to remain largely flat relative to

FY2020 and margins are forecast to remain stable as a result

KCAD’s cost management activities undertaken in response to

the crisis

• FY2022 EBITDA is forecast to increase in line with expected

revenue growth and limited improvement to EBITDA margins

• Improved activity levels and pricing as well as new Bentec and

RDS orders are expected to drive EBITDA growth during

FY2023 and FY2024

EBITDA Commentary

Consolidated Revenue(1)(2)

Consolidated EBITDA(1)(2)

1 2018 figures include 8 months of Dalma operations 2 Revenue and EBITDA include Eliminations on Consolidations and General Corporate Overhead Costs

602 669 553 534 616 648 672

512 480450 420

409 432 428

96 159

71 9290 114 174

1,263 1,360 1,122 1,094 1,168 1,267 1,359

0

500

1000

1500

2018 A 2019 A 2020 E 2021 E 2022 E 2023 E 2024 E$m

5252

48 48 5172 85

11

111

11

416

3 33

91910

84

44

53

$m

56 57 59 61 6621 21 31 34 36

135 145 163 170 18259 44

49 53 5611 1011 17 27

282 278 313 336 366

0

100

200

300

400

500

2020 E 2021 E 2022 E 2023 E 2024 E

20% 20% 19% 18% 18%

8% 8% 10% 10% 10%

48% 52% 52% 51% 50%

21% 16% 16% 16% 15%

4% 4% 4% 5% 7%

0%

20%

40%

60%

80%

100%

2020 E 2021 E 2022 E 2023 E 2024 E


20

Consolidated EBITDA by Region

• Europe and Caspian: EBITDA contribution from this region is

expected to remain at 20% of total during FY2020 and FY2021

before dropping to 19% in FY2022 and then to 18% thereafter

• Africa: This region’s EBITDA contribution as a percentage

of total is forecast to be 8% during the first two years of the

business plan before increasing to 10% due to forecast

higher land drilling utilisation in Algeria

• Middle East: The region’s EBITDA decreased in FY2020

compared to FY2019 due to the stacking of several rigs in

the region. However, the Middle East is expected to remain

KCAD’s core geography generating between 48% to 52% of

total EBITDA during each year of the business plan. The

expected increase in EBITDA contribution from 48% to 52%

during FY2021 is a result of the two new leased rigs coming

on line during H2 FY2020

• Russia: KCAD’s reliance on Russia is forecast to decrease

as the region’s EBITDA contribution is expected to fall from

21% during FY2020 to 15% by FY2024

• Other: KCAD is expecting an increased EBITDA

contribution from other regions over the course of the

business plan. The increase from 4% to 7% from FY2022

through to FY2024 is largely the result of a forecast increase

in Bentec new rig orders as this BU does not report on a

regional basis

CommentaryConsolidated EBITDA Contribution by Region(1)(2)

$m

%

EUROPE & CASPIAN | AFRICA | MIDDLE EAST | RUSSIA | OTHER(1)

1 Other includes Bentec information2 EBITDA presented in the chart is stated before Corporate and BU Overheads

Consolidated EBITDA Contribution % by Region(1)

54 48 46 46

7061 55 59

65

4 4

1415 13 14

3730

29 31

1319

14 12

194 178 162 167

15.4%13.1%

14.5% 15.3%

-5.0%

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

0

50

100

150

200

250

300

350

2018 A 2019 A 2020 E 2021 E

51 48 46 45

27 23 13 12

14 1513 14

36 2928 31

13 1914 12

147 140 119 117

11.6%10.3% 10.6% 10.7%

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

14.0%

16.0%

0

50

100

150

200

250

300

350

2018 A 2019 A 2020 E 2021 E


21

Overhead Breakdown

• Management has implemented several cost reduction initiatives

since FY2018, which have resulted in a 200bps decrease in

overheads as a percentage of revenue in FY2019

• The crisis has necessitated additional cost reductions

• There is a target to reduce overheads by 10% in FY2020 versus

FY2019

• Key initiatives include:

• Moving most non-rig based staff to a 4 day work week for

three months

• Freezing new recruitment and the backfilling of open

positions

• Stopping all non-business critical spend

• Aligning overhead costs with activity reductions,

identifying additional cost reduction options, and

monitoring government support opportunities

• 2021 overheads are forecast to be slightly higher but as can been

seen in the lower chart this is linked to additional activity which is

fully recovered

• The Company has some protection regarding contract recoveries,

particularly within the Offshore services business unit

• Overheads are directly recoverable from the client in

many of the contracts on a cost plus basis

• Net of recoveries, overheads as a % of revenue are maintained

below historical norms due to the proactive focus on overhead

reductions

Commentary Gross Overhead Costs

Overhead Costs Net of Contract Recoveries

LAND | OFFSHORE | RDS | BENTEC | CORPORATE | DALMA | OVERHEAD AS % REVENUE

$m

$m

192 203 170 169 200 211 227

31.9% 30.3% 30.7% 31.6% 32.4% 32.5% 33.8%

0.0%

10.0%

20.0%

30.0%

40.0%

50.0%

04080

120160200240280320360

2018 A 2019 A 2020 E 2021 E 2022 E 2023 E 2024 E

EBITDA Margin

602 669 553 534 616 648 672

0

200

400

600

800

2018 A 2019 A 2020 E 2021 E 2022 E 2023 E 2024 E


Land Drilling Revenues and EBITDA

22

• As a result of the crisis, Land Drilling has been negatively

impacted by lower activity levels and prices across all regions

• The combined impact of lower activity and prices is expected to

result in a material drop in revenues during FY2020

• FY2021 Land Drilling revenues are expected to remain largely

unchanged as utilisation levels and pricing are forecast to

remain flat across the industry

• Improved utilisation and limited pricing increases are expected

to drive some revenue growth over the rest of the business plan

Revenue Commentary

• In line with the forecast revenue decrease, FY2020 EBITDA is

also expected to drop

• However, Land Drilling EBITDA margin is expected to improve

to 31% from 30% as a result of prudent cost management

• FY2021 EBITDA is expected to remain flat year on year with a

100bps increase to EBITDA margin through continued cost

management initiatives

• Both EBITDA and EBITDA margins are forecast to increase in

FY2022, FY2023, and FY2024 as improved utilisation is

expected to drive some pricing increases

• An estimated $12m and $68m of Land Drilling’s forecast

FY2020 and FY2021 EBITDA is not under contract and have

yet to be won by the Company

EBITDA Commentary

Land Revenue(1)

Land EBITDA(1)

1 2018 figures include 8 months of Dalma operations. 2019 includes adjustments to revenue and opex for IFRS 15, relating to

recognition of mobilisation/ demobilisation income, no EBITDA impact.

$m

$m


23

Land Drilling Key Assumptions

• Day rates have been re-based to 100 in order to demonstrate

the average day rate movements assumed across the plan

period

• A 3% reduction to day rates is expected during the remainder of

FY2020 as a result of customer requested discounts

• Day rates are forecast to remain flat through FY2021

• Beginning in H2 FY2022, day rates are expected to begin to

recover as the customer requested discounts are forecast to

begin to unwind

• A forecast 1% and 2% increase to day rates is expected in

FY2023 and FY2024 as the discounts completely unwind and

activity levels increase

Day Rate Commentary

• Although the Company was experiencing improved utilisation

levels in FY2019 and during the first quarter of FY2020,

utilisation is dropping due to the suspension and termination of

multiple land drilling contracts

• Utilisation is forecast to remain depressed from H2 FY2020

through H2 FY2021 and is only expected to improve after in H2

FY2022

• Despite the forecast improvements, utilisation is not expected to

return to FY2019 levels until H1 FY2022

• The Company is also expecting to scrap 7 of its older less

capable rigs during the latter years of the plan

• Utilisation in FY2024 would be 74%, excluding the impact of

scrapping the 7 rigs

Utilisation Commentary

(2)

1 Utilisation pro-forma for the inclusion of rigs suspended under contract as of the date of the business plan.2 The forecast suspensions are as at the date of the business plan

(1) (1) (1) (1)(1)

Utilisation

Day Rates

4 16 4 3 4 9 19

3.6%

9.2%

4.3% 3.1% 3.7%7.3%

10.7%

-10.0%

0.0%

10.0%

20.0%

30.0%

0

10

20

30

40

50

60

2018 A 2019 A 2020 E 2021 E 2022 E 2023 E 2024 E

EBITDA Margin

107 178 81 97 97 121 180

0

50

100

150

200

250

300

2018 A 2019 A 2020 E 2021 E 2022 E 2023 E 2024 E


Bentec Revenues and EBITDA

24

• Revenue is expected to decrease from $178m to $81m from FY2019 to

FY2020. The expected revenue decrease is largely attributable to a

change to a large new build rig contract as only one rig will be delivered

in FY2020 as opposed to 3 under the original contract terms

• Reduced top drive and other component sales are also

expected to contribute to the forecast revenue decline

• Bentec revenue is expected to remain depressed during FY2021 and

FY2022 as no new rig orders have been forecast (FY2021 and FY2022

forecast include 2 rig deliveries each year relating to the large rig

contract mentioned above)

• Top drive sales are also forecast to remain at low levels

• New rig deliveries are expected to begin in FY2023 and continue

through FY2024, driving the forecast revenue increase over the same

period

1 Figures are inclusive of IDTEC consolidation2 2019 EBITDA figures are before exceptional costs of $8m in relation to a dispute with a subcontractor in relation to delivery

issues under a contract with a Ukrainian client

Revenue Commentary

EBITDA Commentary

• Bentec EBITDA is expected to follow the business unit’s forecast

revenue trajectory over the forecast period

• FY2020 EBITDA is forecast to drop by 79% year on year reflecting the

changes to the large 7 new build rig order noted above

• EBITDA is then forecast to remain flat during FY2021 and FY2022 but

increase during FY2023 and FY2024 on the back of forecast new build

rig orders, improved top drive orders, and a gradual improvement to

other component sales

Bentec Revenue(1)

Bentec EBITDA(1)(2)

$m

$m

91 89 74 70 73 76 77

17.7% 18.5%16.4% 16.8% 17.8% 17.5% 18.1%

-10.0%

0.0%

10.0%

20.0%

30.0%

0

30

60

90

120

150

2018 A 2019 A 2020 E 2021 E 2022 E 2023 E 2024 E

EBITDA Margin

512 480 450 420 409 432 428

0

100

200

300

400

500

600

700

2018 A 2019 A 2020 E 2021 E 2022 E 2023 E 2024 E


Offshore Services Revenues and EBITDA

25

• FY2020 revenues are expected to fall by 6% year on year due to crisis

related lower activity levels, contract renegotiations (resulting in some

rate reductions across regions), and the unexpected stacking of several

operating strings

• Revenues are forecast to continue fall by another 7% during FY2021

because of the full year impact of the renegotiated contract rates

• The lower rates are expected to become the new normal with only small

contractual rate escalations over the remainder of the business plan

• Consequently, revenues are not forecast to recover meaningfully from

their low point in FY2022

Revenue Commentary

EBITDA Commentary

• EBITDA is expected to largely follow forecast revenues with a 17%

decrease in FY2020 and a 5% decrease in FY2021

• EBITDA is forecast to increase by 3%, 4%, and 2% in FY2022, FY2023,

and FY2024 as a result of marginal contractual rate escalations and a

small forecast increase in the number operating strings, respectively

Offshore Revenue

Offshore EBITDA(1)

$m

$m

1 EBITDA presented before eliminations


Offshore Key Assumptions - Backlog

26

1 Contract status shown as at 1 May 2020

Contract Platform

Client Country Assets Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 end date status #

Exxon Canada Hebron M ar-46 Operating 1

Equinor (Stato il) Norway CAT J (2) M ay-36 Operating 2

Equinor (Stato il) Norway Oseberg's (4) & Kvitebjorn Oct-28 Operating / Stacked 4/1

AIOC Azerbaijan Azeris, SD, DWG, Cop & Chirag Apr-26 Operating / Stacked 5/2

Vår Energi Norway Ringhorne Dec-25 Stacked 1

Enquest UK Thistle, Heather & M agnus Dec-25 Stacked 3

CNOOC UK Scott Feb-25 Stacked 1

CNR UK Ninian's (2) Tiffany Nov-24 Stacked 3

Exxon Angola Kizomba (2) Jan-24 Operating / Stacked 1/1

Total UK Alwyn / Dunbar M ay-23 Stacked 2

Chrysaor (COP) UK Britannia Nov-22 Stacked 1

Equinor (Stato il) Norway Pipe pool management Nov-22 Active mgmt. contract

SEIC Russia LA, PA & PB M ay-21 Operating/Stacked 2/1

2019 2020 2021

Backlog Commentary(1)

• As a result of KCAD’s long term contracts and strong customer relationships, no significant change is expected in the number of drill

strings under contract

• Although all contracts are expected to remain in place, the impact of the crisis resulted in the unexpected stacking of numerous drill

strings across several regions

• KCAD will continue to earn revenue from these contracts but due to the reduced number of personnel required to manage a stacked

drill string revenues earned from these contracts is forecast to be lower

3 5 4 4 4 8 10

4.8%

9.8%8.1% 8.0% 8.7%

11.1% 11.9%

0.0%

5.0%

10.0%

15.0%

20.0%

0

10

20

30

40

50

2018 A 2019 A 2020 E 2021 E 2022 E 2023 E 2024 E

EBITDA Margin

52 52 48 48 51 72 85

0

20

40

60

80

100

120

140

2018 A 2019 A 2020 E 2021 E 2022 E 2023 E 2024 E


RDS Services Revenues and EBITDA

27

• RDS revenues are expected to decrease by 8% year over year during

FY2020 as engineering work is often one of the first areas impacted

during a down turn

• KCAD is forecasting E&P engineering work / capex spend to remain at

low levels through FY2020 and FY2021 as customers defer future

capex in light of limited confidence in the oil and gas market

• Accordingly, RDS’s revenues are expected to remain flat until they

increase by 40% in FY2023 and then by a further 18% in FY2024

• The FY2023 and FY2024 revenue growth is predicated on an expected

increase in greenfield and brownfield projects and growth of the

renewables and alternative energy businesses

Revenue Commentary

EBITDA Commentary

• FY2020 EBITDA is expected to fall 24% from FY2019 and is forecast to

remain largely unchanged until FY2023

• RDS’s EBITDA is then expected to increase by 80% in FY2023 and by

another 27% in FY2024 as a result of an uptick both brownfield and

greenfield engineering activity as well as meaningful renewable and

alternative energy related contract wins

RDS Revenue ($m)

RDS EBITDA ($m)

$m

$m


28

Consolidated EBITDA(1)

1 EBITDA include Eliminations on Consolidations and General Corporate Overhead Costs

∆LAND | ∆OFFSHORE | ∆RDS | ∆BENTEC | ∆CORPORATE


Consolidated Cash Flow

29

$m 2020 2021 2022 2023 2024

EBITDA 236.4 230.8 265.3 288.0 318.6

Exceptional items (3.7) (4.6) (3.6) (3.6) (3.6)

Working capital (48.9) 2.4 (18.7) (24.3) (5.5)

Other (18.8) (2.3) (2.4) (2.5) (2.5)

Capex (45.4) (57.8) (62.2) (63.0) (65.1)

Tax (32.9) (27.4) (27.5) (32.6) (35.5)

Lease payments (36.9) (45.3) (45.3) (42.3) (42.1)

Dividends to non-controlling

interest(3.7) (6.3) (8.7) (11.1) (10.8)

Pre-financing cash flow 46.0 89.4 96.9 108.7 153.4

Net finance costs (11.7) (0.3) (0.2) (0.2) (0.2)

Drawdown/(repayment) excl. RCF (18.0) (1.0) 0.0 0.0 0.0

Net cash flow 16.3 88.1 96.6 108.5 153.2

Cash Flow Commentary(1)

Pre- financing Cash Flow:

• Despite the forecast consolidated EBITDA declines in FY2020 and FY2021, the

Company is still expected to generate meaningful cash flow of $46m and $89m over

the same periods, respectively

• By FY2024, forecast pre-financing cash flow is expected recover to $153m, which is

a 234% increase from the FY2020 lows

Working Capital:

• There is an expected $49m working capital outflow forecast during FY2020 due to

the unwinding of a large payables position at the end of FY2019, the advanced

receipt of a payment by Bentec in FY2019 and an inventory build within the Bentec

business unit

• FY2021 working capital is expected to remain flat (along with revenue and EBITDA)

before increasing during the final years of the forecast as activity picks up across

the business

Other:

• The $19m forecast outflow during FY2020 is attributable currency related

movements from the volatility of exchange rates which reverse non-cash

movements elsewhere in the cash flow statement

• These cash flow items are expected to remain flat over the plan

Capex:

• Following reduced capex spend in FY2020 and FY2021, it is assumed to return to

historical norms as activity levels increase during the later years of the business

plan

Tax:

• Cash taxes are slightly reduced as a result of lower EBITDA over the business plan

Lease Payments:

• Lease payments increase in FY2021 to reflect a full year of operations of new

leased land drilling assets and remain flat thereafter. This will also cause leasing

debt to increase by approximately $70m relative to FY2019

Dividends:

• Relates to payments made to joint venture partners

1 Before transaction fees

Consolidated Forecast Cash Flow


Forecast Capex

30

Capex Commentary

• In response to the down turn from the crisis, KCAD quickly

implemented reductions to capex spending which are forecast to

continue through FY2020

• Generally, maintenance capex is used by the Company to (i) meet

the costs of 5 and 10 yearly recertifications, (ii) renewal of well

control equipment and (iii) unstacking and reactivation of rigs

• Growth capex is quite minimal over the business plan and mainly

relates to support service contracts, such as drill pipe and

warehouse management

• Corporate functions relate to IT and software development

• Capex spending is expected to increase from $45m to $58m

during FY2021 as the result of higher activity in the second half of

FY2021

• After FY2021, capex levels are expected to return to normal levels

in line with the expected pick up of activity, particularly within the

land drilling segment

42 46 52 48 49

3 6 1 1 1 - 6 9 14 14

45 58 62 63 65

0

20

40

60

80

2020 E 2021 E 2022 E 2023 E 2024 E

Capex - cash profile

Maintenance capex Growth capex Reactivation capex

2020 2021 2022 2023 2024

Annual cash spending 2020 - 2024

Growth capex

Offshore Services 2.3 4.6 - - -

Growth capex 2.3 4.6 - - -

Bentec - R&D 0.9 1.2 1.0 1.1 1.4

Total Growth spending 3.2 5.8 1.0 1.1 1.4

Maintenance capex

Land 38.0 39.9 46.0 39.8 41.5

Offshore Services 1.1 1.5 2.1 3.6 3.3

Bentec 1.8 1.3 1.5 1.8 2.0

Corporate Functions 1.3 3.2 2.8 2.8 2.8

42.2 46.0 52.4 47.9 49.4

Reactivation capex

Total Land Drilling - 6.0 8.8 14.1 14.2

Total Maintenance spending 42.2 52.0 61.2 61.9 63.7

Total cash spend 45.4 57.8 62.2 63.0 65.1


Working Capital(1)

31

• Working capital is forecast using a bottom up approach with a consistent days receivable and payable utilised to calculate trade

receivables and payables

• Bentec working capital is driven by contractual delivery schedules and any upfront payments. Working capital movements during the

plan period are largely driven largely driven by new build rig activity and the timing of the associated cash receipts

• There is an expected $49m working capital outflow forecast during FY2020 due to the unwinding of a large payables position at the

end of FY2019, the advanced receipt of a payment by Bentec in FY2019 and an inventory build within Bentec during 2020

• FY2021 working capital is expected to remain largely flat on a year over year basis as increasing receivables linked to higher

revenues in H2 2021 are offset by a reduction in Bentec’s inventory because of new build rig deliveries

• Working capital then increases during the remainder of the plan period as activity increases with Bentec being a significant

contributor as new build deliveries are forecast to re-commence during FY2023 and continue through FY2024. No advance

payments are assumed to be received on these forecast rig orders

1 The above figures from 2018 onwards are inclusive of working capital acquired with the Dalma business

($42m in April 2018)

$m

265299

249 281 288 309 319

166145

175 140 142160 165

(258) (298)(229) (230) (220) (235) (243)

173146

194 191 210 234 240

8729 55 44 64 80 88

(350)

(200)

(50)

100

250

400

550

2018 2019 2020 2021 2022 2023 2024

Group net Working Capital

Receivables Inventory Payables Group Net Working Capital Bentec Net Working Capital


32

Company’s Forecast Cash

Forecast Cash(1)(2)

1) Based on forecast Q3 FY2020 cash of $117m (which is net of $80m of transaction costs and includes forecast Q3 FY2020 overseas cash

of $52m)

2) Includes overseas cash over the forecast period with interest paid semi-annually

3) Closing of the transaction is assumed to occur during mid-Q4 FY2020 with closing cash based on forecast Q3 FY2020 figures

Forecast $258m increase in cash over business plan

• On the back of KCAD’s strong forecast free cash flow, the Company’s forecast cash is projected to increase from a starting point of

$117m at Q3 FY2020 to $375m by FY2024

• The cash balance shown includes overseas cash

• Over the 5-year business plan, the forecast overseas cash balance fluctuates between a low of $45m and a high of $62m

• As of 30-Jun-2020 (before the impact of the proposed transaction), the Company’s cash and liquidity was $180m ($123m excluding cash

held at overseas bank accounts) and $130m (including c.$7m of RCF / WCF headroom), respectively

$m

(3)

Appendix


Corporate costs allocations to the BU’s

34

Summary of key assumptions

• The main drivers of corporate costs from FY2019 to FY2020 are reduced senior management and consultancy costs as well as

corporate cost reduction initiatives undertaken in response to the crisis

• These initiatives include the following:

• Moving most non-rig based staff to a 4 day work week for three months

• Freezing new recruitment and the backfilling of open positions

• Stopping all non-business critical spend

• Aligning overhead costs with activity reductions, identifying additional cost reduction options, and monitoring government

support opportunities

Pre Al loc. Post Pre Al loc. Post Pre Al loc. Post Pre Al loc. Post Pre Al loc. Post Pre Al loc. Post Pre Al loc. Post

$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000

Land 199.1 (7.0) 192.1 209.3 (6.6) 202.7 176.6 (6.9) 169.7 175.8 (7.1) 168.7 206.9 (7.1) 199.8 217.8 (7.1) 210.7 234.2 (7.1) 227.1

Bentec 5.9 (2.0) 3.9 17.7 (1.6) 16.1 5.1 (1.8) 3.3 4.7 (1.8) 2.8 5.2 (1.8) 3.4 10.4 (1.8) 8.6 20.8 (1.8) 19.0

Offshore Services 97.3 (6.6) 90.7 93.3 (4.5) 88.8 78.3 (4.6) 73.8 75.3 (5.0) 70.3 77.6 (5.0) 72.7 80.8 (5.0) 75.8 82.3 (5.0) 77.4

RDS 4.3 (1.8) 2.5 6.5 (1.5) 5.0 5.1 (1.3) 3.8 5.3 (1.4) 3.9 5.9 (1.4) 4.4 9.4 (1.4) 8.0 11.5 (1.4) 10.1

Support & Other (33.7) 17.4 (16.3) (27.7) 14.3 (13.4) (28.7) 14.5 (14.2) (30.3) 15.3 (15.0) (30.3) 15.3 (15.0) (30.3) 15.3 (15.0) (30.3) 15.3 (15.0)

EBITDA 272.9 0.0 272.9 299.2 0.0 299.2 236.4 0.0 236.4 230.8 (0.0) 230.8 265.3 0.0 265.3 288.0 0.0 288.0 318.6 0.0 318.6

Non-recurring (18.7) 0.0 (18.7) (7.8) 0.0 (7.8) (3.7) 0.0 (3.7) (4.6) 0.0 (4.6) (3.6) 0.0 (3.6) (3.6) 0.0 (3.6) (3.6) 0.0 (3.6)

EBITDA post non-recurring 254.2 0.0 254.2 291.4 0.0 291.4 232.6 0.0 232.6 226.2 (0.0) 226.2 261.7 0.0 261.7 284.4 0.0 284.4 315.0 0.0 315.0

2021 2022 2023 20242018 2019 2020


35

Base Case and Downside Case Revenue and EBITDA

Upside Case Assumptions

Downside Case Assumptions

• Land Drilling:

• Forecast accelerated restarts of stacked rigs during FY2021 and a

continued assumed improvement to utilisation during FY2022

• Day rates are assumed to increase by 2% in FY2023 and again in

FY2024

• Offshore Services:

• Forecast early restart of drilling strings during FY2021 continuing

into FY2022

• RDS and Bentec:

• Assumed greater pick up in activity during FY2023 and FY2024,

resulting in more new contract awards to both RDS and Bentec

• Land Drilling:

• Forecast utilisation during FY2020 is assumed to fall further in

several regions relative to the Base Case whilst the anticipated

start up of new rig contracts is delayed until FY2022

• Increased price pressure is also assumed

• Offshore Services:

• Assumed that an expected platform reactivation is delayed and

more rigs are stacked across several regions relative to Base Case

• A key contract is assumed to be lost during FY2022 which will

have a negative impact revenue and EBITDA going forward

• RDS and Bentec:

• Relative to the Base Case, a slower recovery to Bentec and RDS

is forecast for the entire business plan period


Base, Upside and Downside Case Forecast Company Cash (pro forma for proposed transaction)

36

Quarterly Cash Balance ($m)(1)(2)

1) Based on forecast Q3 FY2020 cash of $117m (which is net of $80m of transaction costs and includes forecast Q3 FY2020 overseas cash

of $52m)

2) Cash figures include forecast overseas cash and are net of estimated transaction costs of $80m

3) Closing of the transaction is assumed to occur during mid-Q4 FY2020 with closing cash based on forecast Q3 FY2020 figures

(2)


Downside Scenario

37

$m 2020 2021 2022 2023 2024

Downside Adjustments

EBITDA (25.0) (61.0) (36.9) (49.6) (77.2)

Exceptional items (1.5) (10.5) 0.0 0.0 0.0

Working Capital (9.8) 9.7 12.1 11.1 (2.8)

Other 0.0 0.0 0.0 0.0 0.0

Capex 6.8 4.6 3.7 2.4 3.0

Tax 3.2 8.6 4.4 5.9 9.3

Lease payments 8.0 16.0 0.0 0.0 0.0

Dividends to non-controlling interest 0.1 0.4 0.6 0.0 0.0

Total Downside Adjustment (18.2) (32.2) (16.0) (30.2) (67.7)

$m 2020 2021 2022 2023 2024 2020 2021 2022 2023 2024

EBITDA 211.3 169.8 228.4 238.5 241.4 236.4 230.8 265.3 288.0 318.6

Exceptional items (5.3) (15.1) (3.6) (3.6) (3.6) (3.7) (4.6) (3.6) (3.6) (3.6)

Working capital (58.6) 12.0 (6.5) (13.2) (8.4) (48.9) 2.4 (18.7) (24.3) (5.5)

Other (18.8) (2.3) (2.4) (2.5) (2.5) (18.8) (2.3) (2.4) (2.5) (2.5)

Capex (38.6) (53.1) (58.5) (60.6) (62.1) (45.4) (57.8) (62.2) (63.0) (65.1)

Tax (29.7) (18.9) (23.1) (26.6) (26.3) (32.9) (27.4) (27.5) (32.6) (35.5)

Lease payments (28.9) (29.3) (45.3) (42.3) (42.1) (36.9) (45.3) (45.3) (42.3) (42.1)

Dividends to non-controlling interest (3.6) (5.9) (8.1) (11.1) (10.8) (3.7) (6.3) (8.7) (11.1) (10.8)

Pre-financing cash flow 27.8 57.2 80.8 78.5 85.7 46.0 89.4 96.9 108.7 153.4

Net finance costs (11.7) (0.3) (0.2) (0.2) (0.2) (11.7) (0.3) (0.2) (0.2) (0.2)

Drawdown/(repayment) excl. RCF (18.0) (1.0) 0.0 0.0 0.0 (18.0) (1.0) 0.0 0.0 0.0

Net cash flow (1.9) 56.0 80.6 78.3 85.5 16.3 88.1 96.6 108.5 153.2

Downside Base Case


Upside Scenario

38

$m 2020 2021 2022 2023 2024

Upside Adjustments

EBITDA 1.5 31.4 44.2 55.2 54.2

Exceptional items 0.0 0.0 0.0 0.0 0.0

Working Capital (0.8) (9.1) 0.2 (4.4) (3.2)

Other 0.0 0.0 0.0 0.0 0.0

Capex (0.8) (0.9) 0.4 (1.1) (0.7)

Tax (0.2) (3.8) (5.3) (6.6) (6.5)

Lease payments 0.0 0.0 0.0 0.0 0.0

Dividends to non-controlling interest 0.0 0.0 (0.4) (0.6) (0.6)

Total Upside Adjustment (0.2) 17.7 39.1 42.5 43.2

$m 2020 2021 2022 2023 2024 2020 2021 2022 2023 2024

EBITDA 237.9 262.2 309.5 343.2 372.8 236.4 230.8 265.3 288.0 318.6

Exceptional items (3.7) (4.6) (3.6) (3.6) (3.6) (3.7) (4.6) (3.6) (3.6) (3.6)

Working capital (49.6) (6.7) (18.4) (28.7) (8.8) (48.9) 2.4 (18.7) (24.3) (5.5)

Other (18.8) (2.3) (2.4) (2.5) (2.5) (18.8) (2.3) (2.4) (2.5) (2.5)

Capex (46.2) (58.7) (61.8) (64.1) (65.8) (45.4) (57.8) (62.2) (63.0) (65.1)

Tax (33.1) (31.2) (32.8) (39.2) (42.0) (32.9) (27.4) (27.5) (32.6) (35.5)

Lease payments (36.9) (45.3) (45.3) (42.3) (42.1) (36.9) (45.3) (45.3) (42.3) (42.1)

Dividends to non-controlling interest (3.7) (6.3) (9.1) (11.6) (11.4) (3.7) (6.3) (8.7) (11.1) (10.8)

Pre-financing cash flow 45.7 107.0 135.9 151.2 196.6 46.0 89.4 96.9 108.7 153.4

Net finance costs (11.7) (0.3) (0.2) (0.2) (0.2) (11.7) (0.3) (0.2) (0.2) (0.2)

Drawdown/(repayment) excl. RCF (18.0) (1.0) 0.0 0.0 0.0 (18.0) (1.0) 0.0 0.0 0.0

Net cash flow 16.1 105.8 135.7 151.0 196.4 16.3 88.1 96.6 108.5 153.2

Upside Base Case

Pre-Transaction Adj. Post-Transaction

Capital Structure $m Leverage Int. Rate Maturity $m $m Leverage Int. Rate Maturity

Oman & IDTEC Debt 10 0.0x 2020-21 - 10 0.0x 2020-21

$210m WCF 203 0.7x L + 400bps 2022 (203) - - 2025

$415m TLB 415 1.4x L + 675bps 2023 (415) - -

2021 SSN 375 1.3x 7.250% 2021 (375) - -

2022 SSN 535 1.8x 9.875% 2022 (535) - -

2023 SSN 400 1.4x 9.625% 2023 (400) - -

New SSNs - - 500 500 1.7x 9.875% 2025

Total Debt 1,938 6.6x (1,428) 510 1.7x

Less Cash (100) (0.3x) - (100) (0.3x)

Net Debt 1,838 6.3x (1,428) 410 1.4x

LTM Jun-2020 EBITDA 293 293

Pro Forma Capital Structure

39

Pro forma Capital Structure

Commentary

1• $1.4bn of debt converted to equity

• Closing gross debt of $510m

• Net Leverage of 1.4x(2)

• Will operate as a net nil facility post-transaction

1 2

2

3

3

4

4

1) Pre transaction commitment of $210m with drawn amount of $203m (i.e., $7m of headroom under the facility)2) Principal amount of $407m plus an $8m estimated embedded derivative calculated for accounting purposes only3) Based on current cash at 30-Jun-2020 of $180m (which includes $57m of cash held in overseas bank accounts) less

$80m of estimated transaction costs

(3)

(1)

(2)

6

Annex 2

Lock-up Agreement

EXECUTION VERSION

Allen & Overy LLP

0101521-0000029 UKO3: 2000454432.15

LOCK-UP AGREEMENT

___ JULY 2020

Between

KCA DEUTAG ALPHA II LIMITED as the Company

KCA DEUTAG UK FINANCE PLC as the Issuer

CERTAIN OTHER MEMBERS OF THE KCA DEUTAG GROUP

CERTAIN CREDITORS OF THE KCA DEUTAG GROUP as Participating Creditors

31

0101521-0000029 UKO3: 2000454432.15

CONTENTS

Clause Page

1. Definitions and Interpretation ................................................................................................ 1 2. Effective Date................................................................................................................... 17 3. Relationship with Other Documents ..................................................................................... 18 4. Participating Creditors' Rights and Obligations ...................................................................... 19

5. Undertakings to Support the Proposed Restructuring............................................................... 19 6. Undertakings by the Obligors .............................................................................................. 21 7. Undertakings by the Participating Creditors........................................................................... 26 8. Forbearance and Deferrals .................................................................................................. 30

9. Participating Shareholders, Holdcos and Releases .................................................................. 32 10. Accession ........................................................................................................................ 35 11. Restriction on Debt Transfers .............................................................................................. 35 12. Termination...................................................................................................................... 36

13. Representations................................................................................................................. 39

14. Lock-Up Fee .................................................................................................................... 42 15. Reservation of Rights......................................................................................................... 43 16. Specific Performance ......................................................................................................... 43

17. Further Assurance ............................................................................................................. 43 18. Amendments and Waivers .................................................................................................. 44 19. Miscellaneous ................................................................................................................... 45 20. Governing Law and Jurisdiction .......................................................................................... 50

Signatures ................................................................................................................................... 52

Schedule

1. Other Obligors .................................................................................................................. 54 2. Original Participating Creditors ........................................................................................... 56

3. Restructuring Term Sheets .................................................................................................. 60 Part 1 Debt Documentation Principles........................................................................... 60 Part 2 Reinstated Bond Term Sheet .............................................................................. 61 Part 3 New LC Facility Term Sheet ( ) ................................................................. 62

Part 4 New Cash Management Facilities Term Sheet....................................................... 63 Part 5 Security and Intercreditor Principles .................................................................... 64 Part 6 Equity Term Sheet ............................................................................................ 65 Part 7 Warrants Term Sheet ........................................................................................ 66

4. Restructuring Steps Plan..................................................................................................... 67 5. Form of Accession Agreement ............................................................................................ 68 6. Form of Standing Notice to Trustee and Security Agent .......................................................... 70 7. Form of Notice of Holdings ................................................................................................ 72

8. Form of Transfer Notice (Participating Creditors)................................................................... 74 9. Form of Transfer Notice (Participating Creditor to Additional Participating Creditor) .................. 75 10. Form of Increase Notice ..................................................................................................... 77 11. Conditions Precedent ......................................................................................................... 78

12. Restructuring Conditions Precedent...................................................................................... 79 13. Scope of Deloitte IBR ........................................................................................................ 80 14. Forms of Supplemental Indenture ........................................................................................ 81 15. Form of Amendment Agreement ......................................................................................... 82

16. Liquidation and related costs ............................................................................................... 83 17. Indicative structure of the Alpha Group following the Post-Restructuring Reorganisation............. 84

0101521-0000029 UKO3: 2000454432.15 1

THIS AGREEMENT is dated ___ July 2020 between:

(1) KCA DEUTAG ALPHA II LIMITED (the Company);

(2) KCA DEUTAG UK FINANCE PLC (the Issuer);

(3) KCAD HOLDINGS I LIMITED (Holdings I);

(4) KCAD HOLDINGS II LIMITED (Holdings II);

(5) KCA DEUTAG FINANCE I LIMITED (Finance I);

(6) THE ENTITIES listed in Schedule 1 (Other Obligors) (the Other Obligors); and

(7) THE FINANCIAL INSTITUTIONS listed in Schedule 2 (Original Participating Creditors) (the

Original Participating Creditors).

BACKGROUND:

(A) In light of the impact of the Covid-19 Pandemic and the OPEC-related Oil Price Reduction on the

business of the Group, the Company entered into a standstill agreement with certain of the Creditors

on 2 May 2020 (the Standstill Agreement).

(B) During the course of the Standstill Period (as defined in the Standstill Agreement), the Company has

been in discussions with the Ad-Hoc Committee and the RCF Lenders (and their respective Advisors)

on the terms of a restructuring of the financial indebtedness of the Group.

(C) The Obligors, the Ad-Hoc Committee and the RCF Lenders have agreed to the terms of the Proposed

Restructuring and have agreed to enter into this Agreement in order to facilitate its implementation.

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

2021 Notes means the $375 million 7.25% senior secured notes due 2021 (ISIN Codes:

US48244LAA61 / USG5222MAA39; CUSIPs: 48244LAA6 / G5222MAA3) governed by the 2021

Notes Indenture;

2021 Notes Indenture means the indenture dated 16 May 2014 between, among others, the Issuer and

Deutsche Trustee Company Limited as trustee (as amended and supplemented from time to time);


US48244LAC28 / USG5222MAB12; CUSIPs: 48244LAC2 / G5222MAB1) governed by the 2022

Notes Indenture;

2022 Notes Indenture means the indenture dated 5 April 2017 between, among others, the Issuer and


31

0101521-0000029 UKO3: 2000454432.15 2


US48244LAE83 / USG5222MAC94; CUSIPs: 48244LAE8 / G5222MAC9) governed by the 2023

Notes Indenture;

2023 Notes Indenture means the indenture dated 9 April 2018 between, among others, the Issuer and


Accession Agreement means an accession agreement in or substantially in the form set out in

Schedule 5 (Form of Accession Agreement);

Ad-Hoc Committee means the ad-hoc committee of Noteholders and Term Loan Lenders comprising

the following members as at the date of this Agreement:

0101521-0000029 UKO3: 2000454432.15 3

Advisor Fee Letters means:

(a) the fee letter dated 23 April 2020 between Alpha, Lloyds Bank plc, the RCF Lenders, and Linklaters LLP;

(b) the fee letter dated 23 April 2020 between Alpha, FTI Consulting LLP and Linklaters LLP;

(c) the fee letter dated 26 March 2020 from Weil, Gotshal & Manges (London) LLP and countersigned on 26 March 2020 by, among others, Alpha;

(d) the fee letter dated 15 April 2020 from Moelis & Company UK LLP and countersigned by the relevant Group Companies on 17 April 2020; and

(e) any other letter between the Company or any other Group Company and a legal or financial advisor to the Ad-Hoc Committee or the RCF Lenders setting out the fees payable to such advisor;

Advisors means the AHC Advisors and the RCF Advisors;

Affiliate means in relation to a person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company;

AHC Advisors means the legal and financial advisors to the Ad-Hoc Committee, being respectively:

(a) Weil, Gotshal & Manges (London) LLP; and

(b) Moelis & Company UK LLP;

Alpha means KCA Deutag Alpha Limited;

Alpha Board means the board of directors of Alpha;

Alpha Group means Alpha and each of its Restricted Subsidiaries from time to time;

Alpha Group Company means any member of the Alpha Group from time to time;

Alpha Intercompany Loan Release means the release by the Company of the interest bearing intercompany loans receivable due from Alpha in consideration for the issue to the Company of ordinary shares in Alpha (as set out in step 2 in the Deloitte Steps Paper);

Ancillary Facility means each "Ancillary Facility" under and as defined in the Credit Agreement;

Business Day means any day other than a Saturday, Sunday or public holiday in England and Wales or the state of New York on which banks are open for general business in London and New York;

0101521-0000029 UKO3: 2000454432.15 4

Calculation Time means:

(a) in respect of an Original Participating Creditor, the Initial Calculation Time; and

(b) in respect of any other Participating Creditor, 5:00pm New York City time on the date of its

Accession Agreement;

Cashflow Forecast means a 13 week cash flow forecast for the Alpha Group and, where applicable,

a reconciliation of the actual cash position against the previous Cashflow Forecast provided, together

with (i) a general commentary on the cash flow forecast (ii) a commentary on the reasons for any

variances to the previous Cashflow Forecast, (iii) a summary of the total utilisation and available

headroom in respect of LC/Undertakings under the Operational Facilities and (iv) a summary of the

liquidity position of the Alpha Group (including, without limitation, confirmation of the aggregate

amount of Free Cash held by the Alpha Group and the amount thereof that is held in bank accounts

not subject to Transaction Security), in each case as in the same form as the Cashflow Forecast

provided to, and in the format agreed by, the Advisors in connection with the Standstill Agreement;

CEO means Joseph Elkhoury or such other person acceptable to the Majority Participating AHC

Creditors and the Majority Participating RCF Lenders;

CFO means Neil Gilchrist or such other person acceptable to the Majority Participating AHC


Chairperson means Bob Ellis or such other person acceptable to the Majority Participating AHC


Cleansing Announcement has the meaning given to that term in each Confidentiality Agreement;

Company Board means the board of directors of the Company;

Company's Counsel means Allen & Overy LLP;

Completion Date means the date on which all the Restructuring Documents are effective and

unconditional in accordance with their terms and all other conditions precedent under the Restructuring

Documents have been fulfilled or waived in accordance with their terms, as notified by the Company

to the other Parties.

Confidentiality Agreement means a non-disclosure agreement entered into prior to the date of this

Agreement between an Original Participating Creditor and Holdings I or Alpha;

Core Equity Terms means, in respect of the arrangements set out in the Equity Term Sheet:

(a) any increase of the 5% threshold for Major Shareholders; and

(b) any amendment to or the removal of:

(i) the pari passu ranking of shares in relation to dividends and other distributions and

the return of capital;

(ii) the 5% aggregate shareholding threshold of Major Shareholders below which the

Major Shareholder concept falls away;

(iii) the ability of Major Shareholders to elect to have their voting rights capped;

(iv) the Shareholder Super Reserved Matters (as defined in the Equity Term Sheet);

0101521-0000029 UKO3: 2000454432.15 5

(v) the thresholds for entitlements to receive information; or

(vi) the rights set out in the sections of the Equity Term Sheet entitled "Pre-emptive

Rights", "Transfer Restrictions", "Tag-Along Rights" and "Drag-Along Rights";

Core Holdco means:

(a) Holdings I;

(b) Holdings II; and

(c) Finance I;

Core Intercreditor Terms means:

(a) the manner in which the proceeds of enforcement of the Post-Restructuring Security are

distributed under the New Intercreditor Agreement;

(b) the order of priority or subordination of that Reinstated Bilateral Facility Debt under the New

Intercreditor Agreement;

(c) the provisions in the Reinstated Bond Term Sheet which permit certain debt to be secured on

a super-senior basis on the “Collateral”; and

(d) the provisions in the following sections of the Security and Intercreditor Principles:

(i) "Cash management facilities and New LC Facilities";

(ii) "Chapter 11 provisions";

(iii) "Enforcement – consultation period";

(iv) "Enforcement instructions";

(v) "Fairness opinion";

(vi) "Turnover"; and

(vii) "Anti-layering".

Core Reinstated Bond Terms means, in respect of the terms of the Reinstated Bond set out in the

Debt Term Sheets:

(a) a change to a borrower or issuer of the Reinstated Bond;

(b) a change to the termination date under any Reinstated Bond Document;

(c) a change to the stated amount of the Reinstated Bond, the interest rate applicable to the

Reinstated Bond or any commitment or other fee applicable to the Reinstated Bond;

(d) the currency of payment of any amount payable under any Reinstated Bond Document; and

(e) the commitment or availability periods of amounts made available or that are payable under

any Reinstated Bond Document;

Court means the High Court of Justice of England and Wales;

0101521-0000029 UKO3: 2000454432.15 6

Covid-19 Pandemic means the outbreak of coronavirus disease (also known as 'COVID-19') assessed

to be a pandemic by the World Health Organisation on 11 March 2020;

Credit Agreement means the credit agreement dated 16 May 2014 (as amended and restated from

time to time) between, among others, Alpha as parent, the other obligors party thereto, Goldman Sachs

Lending Partners LLC as term loan administrative agent and Lloyds Bank plc as revolving credit

administrative agent;

Credit Facilities means the Facilities made available under the Credit Agreement, including the

Ancillary Facilities;

Creditors means each Original Participating Creditor together with any other bank, financial

institution, trust, fund or other person who provides financial indebtedness or accommodation to a

Group Company under or in connection with an Existing Financing (in that capacity);

Current LC Facility Limit means $42,906,887.76;

Current Undertaking Facility Limit means $22,183,661;

Data Room means the online data room hosted by Merrill Datasite with the designated project name

“Kelly" containing documents and information relating to the Group made available by the Company

to the Advisors;

Debt means all present and future moneys, debts and liabilities due, arising or incurred from time to

time by any Group Company to any Creditor under or in connection with any Finance Document,

including without limitation drawn amounts and undrawn commitments (whether alone or jointly and

severally, with any other person, whether actually or contingently, and whether as principal, surety or

otherwise);

Debt Documentation Principles means the debt documentation principles set out at Part 1 of

Schedule 3 (Restructuring Term Sheets);

Debt Term Sheets means:

(a) the Debt Documentation Principles;

(b) the Reinstated Bond Term Sheet;

(c) the New LC Facility Term Sheet ( );

(d) if delivers an Accession Agreement, the LC Facility Run-Off Term Sheet;

(e) the New Cash Management Facilities Term Sheet; and

(f) the Security and Intercreditor Principles;

Deloitte Steps Paper means the KCA Deutag Group Strawman Structure Report dated on or about

the date of this Agreement and prepared by Deloitte LLP;

Effective Date has the meaning given to that term in Clause 2 (Effective Date);

End Date means the earlier of the Termination Date, the Long Stop Date and the Completion Date;

Equity Documents means:

0101521-0000029 UKO3: 2000454432.15 7

(a) the shareholders’ agreement for Jersey Newco that will govern the rights as between the

shareholders of Jersey Newco in accordance with the terms set out in the Equity Term Sheet;

(b) the articles of association of the Newcos; and

(c) the Warrants;

Equity Term Sheet means the equity term sheet set out at Part 6 of Schedule 3 (Restructuring Term

Sheets);

Exchange Act means the U.S. Securities Exchange Act of 1934, as amended;

Existing Financing means each of the Notes and the Credit Facilities;

means .

LC Facility Run-Off Term Sheet means, if delivers an Accession Agreement, the term

sheet attached to that Accession Agreement;

Finance Document means any document evidencing an Existing Financing or any security interest,

guarantee, indemnity or similar assurance granted in connection with any Existing Financing and any

related finance document (howsoever described) including those documents described as ‘Finance

Documents’ under the Intercreditor Agreement;

Fortnightly Information Package means the written update to the Advisors in the form agreed

pursuant to the terms of the Standstill Agreement, including the most recent Cashflow Forecast;

Free Cash means cash at bank held by any Alpha Group Company;

Group means the Company and its Subsidiaries from time to time;

Group Company means any member of the Group from time to time;

Holdcos means:

(a) each Core Holdco;

(b) KCA Deutag Finance II Limited;

(c) Land Rig Ventures I Limited;

(d) Land Rig Ventures II Limited; and

(e) KCA Deutag Drilling Rigs I Limited;

Holding Company means, in relation to a person, any other person in respect of which it is a

Subsidiary;

Implementation Documents means:

(a) the scheme document in respect of the Issuer Scheme;

(b) the restructuring implementation deed to be entered into by, amongst others, the Issuer (for

itself and the Scheme Creditors pursuant to the authority granted in the Issuer Scheme) and

the Obligors and that will set out the steps required to implement the Proposed Restructuring;

and

0101521-0000029 UKO3: 2000454432.15 8

(c) the explanatory statement to be circulated by the Issuer to the Scheme Creditors in respect of

the Issuer Scheme;

Increase Notice means a notice in or substantially in the form set out in Schedule 10 (Form of Increase

Notice);

Information Agent means Lucid Issuer Services Limited;

Initial Calculation Time means 5:00pm New York City time on 29 July 2020;

Insolvency Event has the meaning given to that term in the Intercreditor Agreement but shall exclude:

(a) any suspension of payments;

(b) any solvent liquidation or dissolution of any Alpha Group Company (other than a Guarantor,

Borrower, Issuer (as defined in any Existing Financing) or third-party security provider in

respect of any Existing Financing) commenced as part of any solvent reorganisation where

steps have already been taken as at the date of this Agreement to enter into such reorganisation

and which have been disclosed to the Advisors prior to the Effective Date;

(c) any step taken or to be taken in relation to the Issuer Scheme; or

(d) any other action, legal proceedings or other procedure or step which is taken in order to

implement the Proposed Restructuring that has been agreed to by the Majority Participating

AHC Creditors and by the Majority Participating RCF Lenders;

Investors’ Shareholders Agreement means the investors’ shareholders agreement originally dated

11 July 2012 (as amended and restated from time to time including on 30 April 2018) entered into

between Holdings I, PHM Holdco 14 S.à r.l. and the A Shareholders (as defined therein);

Issuer Scheme means the scheme of arrangement to be proposed by the Issuer under Part 26 of the

Companies Act 2006 in relation to any or all of the Debt to support, facilitate, implement or

consummate or otherwise give effect to all or any part of the Proposed Restructuring, as contemplated

by this Agreement, the Restructuring Term Sheets, the Restructuring Steps Plan;

Jersey Newco has the meaning given to it in the Restructuring Steps Plan;

KCA Deutag Group means Holdings I and each of its Subsidiaries from time to time;

LC Facility means the standby letter of credit and lender guarantee facility made available to the

Company and certain Group Companies by pursuant to an agreement originally dated

16 May 2014, as amended and/or amended and restated from time to time (including on 8 March 2017

and 6 September 2018), being an Ancillary Facility under the Credit Agreement;

LC/Undertaking means any letter of credit, guarantee, performance bond or similar instrument issued

or to be issued under any Operational Facility;

Lenders means the Term Loan Lenders and the RCF Lenders;

Lock-Up Fee means the fee payable to Participating Creditors on the terms described in Clause 14(a)

(Lock-Up Fee);

Long Stop Date means 5:00pm London time on 30 November 2020 or such later date as may be

agreed in writing (whether pursuant to a single extension or multiple extensions) by:

0101521-0000029 UKO3: 2000454432.15 9

(a) in the case of any extension (or extensions, as the case the case may be) to a date falling on or

prior to 21 December 2020, the Majority Participating AHC Creditors and the Majority

Participating RCF Lenders; and

(b) in the case of any extension (or extensions, as the case may be) to a date falling after 21

December 2020, each Participating Creditor;

Majority Participating AHC Creditors means two or more Participating Creditors each of which is

a member of the Ad-Hoc Committee (with Affiliates and Approved Funds of a Participating Creditor

deemed, together with that Participating Creditor, to be a single Participating Creditor for this purpose)

holding Participating Creditor Exposures which aggregate more than 50 per cent. of the Total

Participating Creditor Exposure held by members of the Ad-Hoc Committee;

Majority Participating RCF Lenders means two or more Participating Creditors each of which is

an RCF Lender (with Affiliates and Approved Funds of a Participating Creditor deemed, together with

that Participating Creditor, to be a single Participating Creditor for this purpose) holding Participating

Creditor Exposures (in its capacity as RCF Lender) under the Credit Facilities which aggregate more

than 50 per cent. of the Total Participating Creditor Exposure held by RCF Lenders (in their capacity

as RCF Lenders);

Major Shareholder has the meaning given to that term in the Equity Term Sheet;

Material Adverse Effect means an event or circumstance, including any failure by any Party to

comply with its obligations under this Agreement, which (after taking into account all relevant

circumstances):

(a) adversely affects the business, operations, or condition (financial or otherwise) of the Group

or the implementation of the Proposed Restructuring such that it is reasonably likely that:

(i) any Party will not be able to perform its material obligations in accordance with the

Restructuring Term Sheets or the Restructuring Steps Plan; or

(ii) the Proposed Restructuring is not capable of being implemented; or

(b) is otherwise reasonably likely to have a material adverse effect on or material adverse change

in the consolidated financial condition, assets or business of the Group taken as a whole.

NED means John Ensall or such other person acceptable to the Majority Participating AHC Creditors

and the Majority Participating RCF Lenders;

New Cash Management Facilities Agreement means the agreement to be entered into by certain

members of the Group and in relation to the ;

New Intercreditor Agreement means the new intercreditor agreement that will regulate the ranking

and priority of the Reinstated Debt in the manner set out in the Security and Intercreditor Principles;

New LC Facility Agreement means:

(a) the agreement to be entered into by certain members of the Group and in

relation to the New Facilities; and

(b) if delivers an Accession Agreement, the agreement to be entered into by certain members

of the Group and in relation to the restatement of the terms of the Undertaking Facility ;

New LC Facility Term Sheet ( ) means Part 3 of Schedule 3 (Restructuring Term Sheets);

0101521-0000029 UKO3: 2000454432.15 10

New Cash Management Facilities Term Sheet means Part 4 of Schedule 3 (Restructuring Term

Sheets);

Noteholders means the beneficial owners of the Notes from time to time;

Notes means:

(a) the 2021 Notes;

(b) the 2022 Notes; and

(c) the 2023 Notes;

Notes Indentures means:

(a) the 2021 Notes Indenture;

(b) the 2022 Notes Indenture; and

(c) the 2023 Notes Indenture;

Notice of Holdings means the notice delivered by a Participating Creditor to the Company and the

Information Agent with respect to the aggregate principal amount of holdings of Existing Financings

held by such Participating Creditor in or substantially the same form as set out in Schedule 7 (Notice

of Holdings);

Obligor means each of the Company, the Issuer and each Other Obligor;

OPEC-Plus means the Organization of the Petroleum Exporting Countries plus the Russian

Federation and certain other oil exporting countries;

OPEC-related Oil Price Reduction means the reduction in the price of crude oil arising directly or

indirectly from actions taken in March 2020 by OPEC-Plus in connection with the pricing and level

of production of crude oil;

Operational Facilities means any Existing Financing which is:

(a) a Revolving Loan;

(b) the Overdraft Facility;

(c) the LC Facility; and

(d) the Undertaking Facility;

Overdraft Facility means the overdraft and cash-pooling facility made available to the Company and

certain Group Companies by pursuant to an agreement dated 25 September 2018,

being an Ancillary Facility under the Credit Agreement;

Participating Creditor means:

(a) any Original Participating Creditor; and

(b) any Creditor which provides an Existing Financing and which has become a Party by

executing and delivering to the Company an Accession Agreement in accordance with Clause

0101521-0000029 UKO3: 2000454432.15 11

9 (Accession) or a Transfer Notice (Participating Creditor to Additional Participating

Creditor);

Participating Creditor Exposure means:

(a) in relation to an Original Participating Creditor, the aggregate principal amount of Debt

notified by it to the Company and the Information Agent in its Notice of Holdings (as verified

by the Information Agent via the Public Process, if applicable) and the aggregate principal

amount of any other Debt transferred to it after the Initial Calculation Time, plus in each case

any accrued and unpaid interest thereon; and

(b) in relation to any other Participating Creditor, the aggregate principal amount of Debt notified

by it to the Company and the Information Agent in its Accession Agreement or Transfer

Notice (Participating Creditor to Additional Participating Creditor) (as verified by the

Information Agent via the Public Process, if applicable) and the aggregate principal amount

of any other Debt transferred to it after the relevant Calculation Time, plus in each case any

accrued and unpaid interest thereon,

to the extent not reduced or transferred by it in accordance with this Agreement and excluding, in each

case, Debt transferred to a Participating Creditor in its capacity as a Qualified Market Maker by a

Creditor that is not a Participating Creditor at the time of such transfer;

Participating Shareholders means any Shareholder or their nominee which becomes a Party by

executing and delivering to the Company an Accession Agreement in accordance with Clause 10

(Accession);

Party means a party to this Agreement;

Payment means, in respect of any liabilities or obligations, a payment, prepayment, repayment,

redemption, defeasance or discharge of those liabilities or obligations;

Permitted Security means any cash cover provided solely in respect of any LC/Undertaking issued

under the LC Facility or the Undertaking Facility after the Standstill Effective Date: (a) that is issued

at such time as the total notional amount of LC/Undertakings under the LC Facility or the Undertaking

Facility exceeds, or the issuance of which results in the total notional amount of LC/Undertakings

under the LC Facility or the Undertaking Facility exceeding, the Current LC Facility Limit or the

Current Undertaking Facility Limit (as applicable), provided in each case that the amount of such cash

cover does not exceed the amount of such excess; or (b) the expiry date (however described) of which

falls after the Revolving Maturity Date and which the relevant Alpha Group Company is obliged to

cash collateralise pursuant to the Credit Agreement or the agreement documenting the LC Facility or

the Undertaking Facility (as applicable);

Post-Restructuring Obligors means the entities that are contemplated to be obligors in respect of the

Reinstated Debt Documents as set out in the Debt Term Sheets;

Post-Restructuring Security means the security package that it is contemplated will secure the

Reinstated Debt Documents as set out in the Security and Intercreditor Principles;

Public Process has the meaning given to that term in Clause 19.4 (Information Agent) below;

Proposed Restructuring means the proposed financial restructuring of the Group (including its

capital structure) as described in and contemplated by this Agreement, the Restructuring Steps Plan

and the Restructuring Term Sheets;

0101521-0000029 UKO3: 2000454432.15 12

Qualified Market Maker means an entity that:

(a) holds itself out to the public or the applicable private markets as standing ready in the ordinary

course of business to purchase from customers, and sell to customers, any indebtedness under

the Existing Financings (or enter with customers into long and short positions in respect of

indebtedness under the Existing Financings), in its capacity as a broker-dealer or market maker

in the indebtedness under the Existing Financings; and

(b) is, in fact, regularly in the business of making a two-way market in indebtedness under the

Existing Financings;

RCF Advisors means the legal and financial advisers to the RCF Lenders, being respectively:

(a) Linklaters LLP; and

(b) FTI Consulting LLP;

RCF Lenders means the "Revolving Lenders" under and as defined in the Credit Agreement;

Reinstated Bilateral Facility Debt means:

(a) new facilities on the terms set out in the New LC Facility Term Sheet ( ) (the New

Facilities);

(b) if delivers an Accession Agreement, the Undertaking Facility, which will be re-

documented on the terms set out in the LC Facility Run-Off Term Sheet(the Restated

Facilities); and

(c) new cash management facilities on the terms set out in the New Cash Management Facilities

Term Sheet (the New Facilities);

Reinstated Bilateral Facility Document means:

(a) in relation to the New Facilities, the relevant New LC Facility Agreement and the New

Intercreditor Agreement;

(b) if delivers an Accession Agreement, in relation to the Restated Facilities, the

relevant New LC Facility Agreement and the New Intercreditor Agreement; and

(c) in relation to the New Facilities, the New Cash Management Facilities Agreement and

the New Intercreditor Agreement.

Reinstated Bilateral Facility Lender means:

(a) in relation to the New Facilities,

(b) in relation to the Restated Facilities and upon its accession as a Participating Creditor

pursuant to Clause 10 (Accession), ; and

(c) in relation to the New Facilities, .

Reinstated Bond means a bond on the terms set out in the Reinstated Bond Term Sheet;

0101521-0000029 UKO3: 2000454432.15 13

Reinstated Bond Documents means the documents setting out the full terms of the Reinstated Bond

as agreed in accordance with the Debt Documentation Principles and the other terms of this

Agreement;

Reinstated Bond Term Sheet means the term sheet set out at Part 2 of Schedule 3 (Restructuring

Term Sheets);

Reinstated Debt means:

(a) the Reinstated Bond; and

(b) the Reinstated Bilateral Facility Debt;

Reinstated Debt Documents means the documents setting out the full terms of the Reinstated Debt

as agreed in accordance with the Debt Term Sheets and the other terms of this Agreement.

Released Parties means:

(a) the Company;

(b) the Issuer;

(c) the Holdcos;

(d) any Shareholder;

(e) each Other Obligor;

(f) each party that gives an undertaking to be bound by the terms of the Issuer Scheme;

(g) the Ad-Hoc Committee;

(h) the RCF Lenders;

(i) each other Creditor;

(j) the Information Agent,

and, in each case, each of their respective directors (both current and former), managers, officers,

employees, professional advisers or any of them;

Relevant Director means:

(a) each Shareholder Director; and

(b) any director (current or previous) of any Holdco or the Company that is not a Shareholder

Director;

Restructuring Conditions Precedent means the documents and evidence set out in Schedule 12

(Restructuring Conditions Precedent);

Restructuring Documents means all documents, agreements, filings, notifications, letters, releases

and instruments necessary and/or desirable to support, facilitate implement and/or consummate the

Proposed Restructuring in accordance with this Agreement, the Restructuring Term Sheets and the

Restructuring Steps Plan, including the Reinstated Debt Documents, the Implementation Documents

and the Equity Documents;

0101521-0000029 UKO3: 2000454432.15 14

Restructuring Steps Plan means the steps plan for the implementation of the Proposed Restructuring

set out at Schedule 4 (Restructuring Steps Plan);

Restructuring Term Sheets means:

(a) the Debt Term Sheets;

(b) the Equity Term Sheet; and

(c) the Warrants Term Sheet;

Scheme Creditors means the Creditors whose claims against the Issuer are the subject of the Issuer

Scheme;

Scheme Meeting means the meeting or meetings of Scheme Creditors to vote on the Issuer Scheme

convened pursuant to an order of the Court (and any adjournment of such meeting or meetings);

Securities Act means the Securities Act of 1933, as amended;

Security Agent has the meaning given to that term in the Intercreditor Agreement;

Security and Intercreditor Principles means the security and intercreditor principles set out at Part

4 of Schedule 3 (Restructuring Term Sheets);

Shareholder means the entities, funds or accounts party (current or previous) to the Investors’

Shareholders Agreement from time to time and, in each case, including any Affiliate (as that term is

defined in the Investors’ Shareholders Agreement) of such a party;

Shareholder Director means any director (current or previous) of any Group Company or Holdco,

appointed by a Shareholder pursuant to the terms of the Inves tors’ Shareholders Agreement;

Shareholders’ Advisors means Kirkland & Ellis International LLP;

Standstill Effective Date has the meaning given to the term ‘Effective Date’ in the Standstill

Agreement;

Subsidiary means a subsidiary within the meaning of section 1159 of the Companies Act 2006;

Super Majority Participating Creditors means two or more Participating Creditors (with Affiliates

and Approved Funds of a Participating Creditor deemed, together with that Participating Creditor, to

be a single Participating Creditor for this purpose) holding Participating Creditor Exposures which

aggregate more than 75 per cent. of the Total Participating Creditor Exposure;

Tax Structure Paper means a tax structure paper prepared by Deloitte LLP in connection with the

Proposed Restructuring;

Termination Date means the date on which this Agreement is terminated in accordance with Clause

12 (Termination);

Termination Event has the meaning given to that term in Clause 12 (Termination);

Term Loan Lenders means the "Term Loan Lenders" under and as defined in the Credit Agreement;

Total Participating Creditor Exposure means the aggregate Participating Creditor Exposure of the

Participating Creditors under the Existing Financings outstanding from time to time;

0101521-0000029 UKO3: 2000454432.15 15

Transfer Notice means a Transfer Notice (Participating Creditors) or a Transfer Notice (Participating

Creditor to Additional Participating Creditor) as applicable;

Transfer Notice (Participating Creditors) means a notice in or substantially in the form set out in

Schedule 8 (Form of Transfer Notice (Participating Creditors));

Transfer Notice (Participating Creditor to Additional Participating Creditor) means a notice in

or substantially in the form set out in Schedule 9 (Form of Transfer Notice (Participating Creditor to

Additional Participating Creditors));

Transaction Security has the meaning given to that term in the Intercreditor Agreement;

Undertaking Facility means the custom bonds, standby letters of credit and bank guarantee facility

made available to the Company and certain Group Companies by pursuant

to an agreement dated 26 March 2018, being an Ancillary Facility under the Credit Agreement;

VAT means value added tax imposed in any member state of the European Union pursuant to EC

Council Directive 2006/112 on the common system of value added tax and national legislation

implementing that Directive or any predecessor to it or supplemental to that Directive and any other

sales or turnover tax of a similar nature imposed in any country that is not a member of the European

Union together with all penalties or interest thereon or any tax of a similar nature which be substituted

for or levied in addition to it;

Warrants means the non-voting share warrants to be issued by Jersey Newco to the Participating

Shareholders (provided that the Participating Shareholders (if any) and the Holdcos comply with their

obligations under this Agreement) with respect to the Proposed Restructuring in accordance with the

terms of the Warrants Term Sheet;

Warrants Term Sheet means the term sheet with respect to the Warrants set out in Part 7 of Schedule

3 (Restructuring Term Sheets); and

Work Fee Letter means (i) the fee letter dated 2 May 2020 from the Ad-Hoc Committee and

countersigned by, among others, Alpha and (ii) the fee letter dated 4 May 2020 from the RCF Lenders

and countersigned by, among others, Alpha.

1.2 Interpretation

(a) Unless a contrary indication appears, any reference in this Agreement to:

(i) the Ad-Hoc Committee includes, where the context requires, each member of the Ad-Hoc

Committee;

(ii) the RCF Lenders includes, where the context requires, each RCF Lender;

(iii) assets includes present and future properties, revenues and rights of every description;

(iv) a Finance Document or any other agreement or instrument is a reference to that Finance

Document or other agreement or instrument as amended, novated, supplemented, extended,

restated or replaced;

(v) a Restructuring Term Sheet, the Restructuring Steps Plan or this Agreement is a reference

to that Restructuring Term Sheet, the Restructuring Steps Plan or this Agreement together

with any amendments made in accordance with Clause 18 (Amendments and Waivers);

(vi) "includes" and "including" means include and including, without limitation;

0101521-0000029 UKO3: 2000454432.15 16

(vii) a person includes any individual, firm, company, corporation, government, state or agency of

a state or any association, trust, joint venture, consortium or partnership (whether or not having

separate legal personality);

(viii) a "regulation" includes any regulation, rule, official directive, request or guideline (whether

or not having the force of law) of any governmental, intergovernmental or supranational body,

agency, department or of any regulatory, self-regulatory or other authority or organisation;

(ix) shares or share capital includes equivalent ownership interests (and shareholder and similar

expressions shall be construed accordingly);

(x) “£” is to the lawful currency of the United Kingdom, and “$” and “US$” is to the lawful

currency of the United States of America;

(xi) a provision of law is a reference to that provision as amended or re-enacted; and

(xii) words imparting the plural shall include the singular and vice versa and words imparting one

gender shall include all genders.

(b) Clause and Schedule headings are for ease of reference only.

(c) The Schedules to this Agreement form part of this Agreement.

(d) Unless otherwise defined in this Agreement, capitalised terms have the meanings given to them in the

Credit Agreement in force as at the date of this Agreement.

(e) Subject to paragraph (g) below, a reference to a Participating Creditor is a reference to such person

solely in their capacity as a Participating Creditor and a person that beneficially owns and controls the

voting in respect of that Participating Creditor Exposure and not in any other capacity or in respect of

any other debt, agreement or instrument.

(f) A reference to beneficial owner is to the person that holds the beneficial and/or ultimate economic

interest in any Participating Creditor Exposure (but does not include (i) any sub-participation if that

person does not control the voting in respect of that Participating Creditor Exposure or (ii) an unsettled

trade).

(g) For the purpose of calculating a person’s entitlement to be paid the Lock-Up Fee, that person’s

Participating Creditor Exposure shall (i) include a contracted but unsettled trade of Debt to that person

from another person and (ii) exclude a contracted but unsettled trade of Debt from that person to

another person, provided in each case that that person has confirmed in its Notice of Holdings.

Accession Letter or Transfer Notice (Participating Creditor to Additional Participating Creditor) (as

applicable) the existence of any unsettled trades to which it is party and its entitlement to receive

accrued and unpaid interest in respect of the relevant traded Debt.

(h) In entering into this Agreement:

(i) any acknowledgement, confirmation or representation given by the Company is made on

behalf of itself and each other Group Company; and

(ii) the Company shall procure that each other Group Company shall comply with the terms of

this Agreement.

0101521-0000029 UKO3: 2000454432.15 17

1.3 Execution by Participating Creditors

(a) Where a Participating Creditor enters into or accedes to this Agreement in its capacity as investment

manager or investment adviser on behalf of funds, accounts or entities it manages or advises:

(i) if specific fund(s), separate account(s) or separate entities are specified in such Participating

Creditor's signature page (each a Specified Fund or Separate Account), this Agreement shall

apply to that investment manager or investment adviser only with respect to the Specified

Fund or Separate Account, and will not apply to any other fund, account or entity managed or

advised by that investment manager or investment adviser or to its or their Affiliates and any

funds, accounts or entities managed or advised by its or their Affiliates; and

(ii) references in this Agreement to Participating Creditor Exposure or exposure beneficially

owned by the Participating Creditor shall mean Participating Creditor Exposure or exposure

which is (A) beneficially owned by the Noteholder or Lender (as applicable) that is managed

or advised by the Participating Creditor (or, where the relevant Lender or Noteholder holds

that Participating Creditor Exposure or exposure on trust, legally owned by that Lender or

Noteholder and beneficially owned by the beneficiaries of that trust, which beneficiaries are

managed or advised by the Participating Creditor) and (B) subject to the discretionary

management and control of the Participating Creditor.

(b) If any investment manager or investment adviser (as applicable) enters into or accedes to this

Agreement on behalf of funds or accounts it manages or advises. each other Party acknowledges that:

(i) the relevant investment manager or investment adviser (as applicable) docs not execute this

Agreement in any personal capacity:

(ii) the relevant investment manager or investment adviser (as applicable) executes this

Agreement pursuant to, and to the extent of, its authority to act in such capacity; and

(iii) the relevant investment manager or investment adviser (as applicable) does not make any

representations, warranties or undertakings of any kind in any personal capacity to any Party,

and shall have no personal liability whatsoever to any Party, under or in connection with this

Agreement, and no Party will have any recourse to it in any personal capacity in any way

whatsoever.

2. EFFECTIVE DATE

(a) This Clause 2 (Effective Date) and:

(i) Clause 1 (Definitions and Interpretation);

(ii) Clause 3 (Relationship with other Documents);

(iii) Clause 11 (Restriction on debt transfers);

(iv) Clause 13 (Representations);

(v) Clause 19 (Miscellaneous); and

(vi) Clause 20 (Governing Law and Jurisdiction),

shall become effective on the date of this Agreement.

0101521-0000029 UKO3: 2000454432.15 18

(b) The remaining provisions of this Agreement shall become effective on the first date (the Effective

Date) on which:

(i) this Agreement has been executed by each of the Obligors, each Core Holdco and each

Original Participating Creditor;

(ii) the Company has received written confirmation (by way of email correspondence) from the

Majority Participating AHC Creditors and the Majority Participating RCF Lenders (or, in each

case, their respective Advisors) that the requisite instructions, documents and evidence

specified in Schedule 11 (Conditions Precedent) have been received by or have been

evidenced to each of the Majority Participating AHC Creditors and the Majority Participating

RCF Lenders (or, in each case, their respective Advisors) and are in form and substance

satisfactory to each of the Majority Participating AHC Creditors and the Majority Participating

RCF Lenders; and

(iii) the Group has published the Cleansing Announcement regarding this Agreement in

accordance with the terms of each Confidentiality Agreement.

(c) Promptly on becoming aware that the Effective Date has occurred, the Information Agent (on behalf

of the Company) shall notify each of Deutsche Trustee Company Limited in its capacity as trustee in

respect of each of the Notes, the Term Loan Administrative Agent, the Revolving Credit

Administrative Agent and the Security Agent in writing of the occurrence of the Effective Date.

3. RELATIONSHIP WITH OTHER DOCUMENTS

(a) Unless a contrary indication appears in this Agreement, the Parties shall continue to comply with the

Finance Documents to which they are a party, provided that until the End Date, in the event of any

inconsistency between:

(i) the terms of the Finance Documents and this Agreement in relation to any obligation of, or

restriction on, any Obligor or any other member of the Group or any Participating Creditor,

this Agreement shall prevail; or

(ii) this Agreement and any Restructuring Document, the relevant Restructuring Document shall

prevail.

(b) The Parties that are also party to the Standstill Agreement (the Standstill Parties) agree that, on and

from the Effective Date:

(i) this Agreement shall override the terms of the Standstill Agreement save that the provisions

of clause 5 (Forbearance and Deferrals) of the Standstill Agreement, including the standing

notice to trustee and security agent provided thereunder, shall continue in full force and effect

independent of the terms of this Agreement until the date (the Verified Holdings Date) on

which the Information Agent (on behalf of the Noteholders that are Participating Creditors)

sends the notice referred to in Clause 8.4 (Standing Notice to Trustee and Security Agent)

below; and

(ii) the Termination Longstop Date (as defined in the Standstill Agreement) shall be extended to

the Verified Holdings Date.

(c) The Standstill Parties agree that, save as set out in paragraph (d) below and without prejudice to clause

9.4 (Effect of Termination) of the Standstill Agreement, the Standstill Agreement shall terminate on

the Verified Holdings Date and that this Agreement shall constitute mutual written consent for the

purposes of clause 9.3 (Termination by agreement) of the Standstill Agreement.

0101521-0000029 UKO3: 2000454432.15 19

(d) The Standstill Parties agree that, notwithstanding the termination of the Standstill Agreement, the

following provisions of the Standstill Agreement shall continue in full force and effect:

(i) clause 4.3(a); and

(ii) clause 4.3(b)(i).

4. PARTICIPATING CREDITORS' RIGHTS AND OBLIGATIONS

(a) The obligations of each Participating Creditor under this Agreement are several. Failure by a

Participating Creditor to perform its obligations under this Agreement does not affect the obligations

of any other Party under this Agreement. No Participating Creditor is responsible for the obligations

of any other Party under this Agreement.

(b) The rights of each Participating Creditor under or in connection with this Agreement are separate and

independent rights. A Participating Creditor may, except as otherwise stated in this Agreement,

separately enforce its rights under this Agreement.

5. UNDERTAKINGS TO SUPPORT THE PROPOSED RESTRUCTURING

5.1 General

(a) Each Party agrees that, until the End Date, it will (and, in the case of the Company, it will procure that

each Group Company will) promptly take all actions required pursuant to and in accordance with this

Agreement and the Restructuring Steps Plan which are necessary to facilitate, implement, consummate

or otherwise give effect to all or any part of the Proposed Restructuring. In the case of :

(i) this undertaking shall only apply to any actions required pursuant to and in accordance with

this Agreement and the Restructuring Steps Plan which are necessary to facilitate, implement,

consummate or otherwise give effect to the documentation of the Restated Facilities; and

(ii) nothing in this Agreement shall be interpreted as an indication that supports or consents

to the Issuer Scheme or any other aspect of the Proposed Restructuring other than as expressly

set out in the LC Facility Run-Off Term Sheet.

(b) No Party shall (and the Company shall procure that no Group Company will):

(i) take, encourage, assist or support (or procure that any other person takes, encourages, assists

or supports) any action which would, or would reasonably be expected to, breach or be

inconsistent with this Agreement, the Restructuring Term Sheets or the Restructuring Steps

Plan (taken as a whole) or delay, impede or prevent the implementation or consummation of

all or any part of the Proposed Restructuring;

(ii) challenge or object, or encourage or support any challenge or objection, to any term of any

scheme of arrangement, consent solicitation, arrangement and reconstruction, alternative

restructuring or any step proposed to support, facilitate, implement, consummate or otherwise

give effect to all or any part of the Proposed Restructuring; or

(iii) vote, or allow any proxy appointed by it to vote, in favour of any scheme of arrangement,

consent solicitation, arrangement and reconstruction, alternative restructuring, amendment,

waiver, consent or other proposal which would be inconsistent with, or otherwise delay,

impede, frustrate or prevent the implementation of all or any part of the Proposed

Restructuring or be inconsistent with all or any part of the Restructuring Term Sheets or the

Restructuring Steps Plan.

0101521-0000029 UKO3: 2000454432.15 20

(c) Paragraph (b) above shall not apply to

5.2 Restructuring Documents

(a) The relevant Obligors, the Ad-Hoc Committee (or the AHC Advisors on its behalf), the Participating

Shareholders (if any, and only in relation to the Restructuring Documents to which the Participating

Shareholders and/or the Holdcos will be a party) and the RCF Lenders shall (and the Company shall

procure that each Group Company shall) enter into negotiations with a view to agreeing (in good faith)

the Restructuring Documents, in a form consistent with the Restructuring Term Sheets in all material

respects, necessary in order to implement and consummate the Proposed Restructuring as soon as

reasonably practicable after the Effective Date and in any event before the Long Stop Date.

(b) The relevant Obligors, the Ad-Hoc Committee, the Participating Shareholders (if any) and the RCF

Lenders agree that it is their intention to agree the form of all required Restructuring Documents by

no later than 31 August 2020.

(c) Following confirmation from the Company, the Majority Participating RCF Lenders and the AHC

Advisors that the relevant Restructuring Documents are in a final form which is consistent with the

Restructuring Term Sheets in all material respects and acceptable to the Company, the Majority

Participating AHC Creditors and the Majority Participating RCF Lenders (each acting reasonably),

each Party shall promptly execute and deliver to the Company's Counsel those Restructuring

Documents to which it will be a party, provided that nothing in this paragraph (c) shall:

(i) require a Participating Creditor to execute and deliver a Restructuring Document if, in that

Participating Creditor's reasonable opinion, such Restructuring Document is not in a form

which is substantially consistent with the Restructuring Term Sheets in all material respects;

or

(ii) require a Reinstated Bilateral Facility Lender to execute and deliver any Reinstated Bilateral

Facility Document unless such Reinstated Bilateral Facility Document is in a final form which

is acceptable to the relevant Reinstated Bilateral Facility Lender (acting reasonably), it being

agreed and acknowledged by each Reinstated Bilateral Facility Lender that this paragraph (c)

shall not entitle it to renegotiate any provision included in the Restructuring Term Sheets

relating to its Reinstated Bilateral Debt or the New Intercreditor Agreement.

(d) Following confirmation in accordance with the terms of this Clause 5.2 (Restructuring Documents)

that the Restructuring Documents relating to the rights and obligations of a Reinstated Bilateral

Facility Lender in respect of the relevant Reinstated Bilateral Facility Debt are in a final form which

is acceptable to such Reinstated Bilateral Facility Lender, that Reinstated Bilateral Facility Lender (in

its capacity as such) agrees to execute an undertaking to be bound by the terms of the Issuer Scheme

at the request of the Company.

(e) Each Party hereby acknowledges that the Restructuring Term Sheets set out in summary only the key

terms of the Proposed Restructuring and the Parties agree that the AHC Advisors (on behalf of the Ad-

Hoc Committee), the RCF Lenders, the Shareholders’ Advisors (on behalf of the Participating

Shareholders (if any) and Holdcos and only in relation to the Restructuring Documents to which the

Participating Shareholders and/or the Holdcos will be a party) and the Group Companies may negotiate

and prepare the Restructuring Documents, provided that:

(i) the Restructuring Documents shall be consistent with the Restructuring Term Sheets in all

material respects;

(ii) any conditions precedent to be included in the Restructuring Documents and to be satisfied on

or prior to the Completion Date shall include the Restructuring Conditions Precedent;

0101521-0000029 UKO3: 2000454432.15 21

(iii) the Advisors report to, and where appropriate consult with, (in relation to the AHC Advisors)

the Ad Hoc Committee and (in relation to the RCF Advisors) the RCF Lenders with regard to

the progress of the negotiations in respect of and, if appropriate, the detailed terms of the

Restructuring Documents; and

(iv) with respect to the execution and delivery of the Restructuring Documents, paragraph (c)

above shall apply.

(f) This Clause 5.2 (Restructuring Documents) shall only require to take actions which are necessary

to facilitate, implement, consummate or otherwise give effect to the documentation of the Restated

Facilities, and for the avoidance of doubt shall not be required to take any action pursuant

to paragraph (d) above.

5.3 Potential impediments to the Proposed Restructuring

The Company shall promptly notify the Participating Creditors of any matter or circumstance which

it knows, or suspects would reasonably be expected, to be a material impediment to the implementation

or consummation of the Proposed Restructuring, unless it knows that any other person has already

notified the Participating Creditors of any such matter or circumstance.

6. UNDERTAKINGS BY THE OBLIGORS

6.1 Implementation of the Proposed Restructuring

(a) Until the End Date, the Obligors shall (and the Company undertakes to ensure that each other Group

Company will) fully co-operate with the Participating Creditors and the Advisors and promptly take

all actions necessary in order to support, facilitate, implement, consummate or otherwise give effect

to the Proposed Restructuring, provided that such actions are not inconsistent with this Agreement, the

Restructuring Term Sheets or the Restructuring Steps Plan taken as a whole.

(b) The Company shall:

(i) procure the delivery to the Advisors of a draft of the Tax Structure Paper by no later than the

date falling 10 Business Days after the Effective Date (subject in each case to the relevant

recipient first agreeing and executing a form of hold harmless letter in favour of Deloitte LLP);

and

(ii) issue a letter to the Scheme Creditors in respect of the Issuer Scheme, as contemplated by

Practice Statement (Companies: Schemes of Arrangement under Part 26 and Part 26A of the

Companies Act 2006) dated 26 June 2020, by no later than 11 September 2020.

6.2 Information and Co-operation

(a) Until the End Date, the Company will:

(i) promptly upon becoming aware, notify the Advisors of the details of any event or

circumstance which is (or would be after the expiry of any applicable grace period or the

giving of any notice) a Termination Event and, in the event this Agreement is terminated, the

Company will notify the Information Agent and the trustee in respect of the Notes of such

termination and publish a public notice to that effect as contemplated by this Agreement and

the Form of Standing Notice to Trustee and Security Agent set out in Schedule 6 (Form of

Standing Notice to Trustee and Security Agent);

0101521-0000029 UKO3: 2000454432.15 22

(ii) provide to the Advisors promptly following receipt copies of any documents relating to any

Termination Event (including an Insolvency Event) or step, action or proceeding described in

paragraphs (a) to (h) of Clause 7.2 (Restrictions on enforcement) that has been taken;

(iii) provide to the Advisors, promptly, details of any refusal by any Creditor (whether a

Participating Creditor or not) to make an advance or utilisation following a drawdown or

utilisation request having been submitted by a Group Company in accordance with the relevant

Finance Document;

(iv) promptly provide to the Advisors:

(A) all information held by the Group concerning its business and financial affairs, books

and records and the contracts to which it is a party; and

(B) reasonable access to the relevant management teams,

in each case, as reasonably requested by such Advisor in order to perform its due

diligence and carry out its work in accordance with its appointment and/or in order to

agree the Restructuring Documents and to facilitate the Proposed Restructuring;

(v) provide to the Advisors:

(A) on each date falling at fortnightly intervals from the date of delivery of the previous

Fortnightly Information Package, an updated Fortnightly Information Package; and

(B) as soon as the same become available and in any event within 30 days after the end of

each calendar month, provide to the Advisors (the Monthly Information Package):

I. the most recent set of monthly management accounts (to be provided at the

segment level) which shall include (i) a general commentary and (ii) a

commentary on the reasons for any variance between the financial data

provided in the monthly management accounts and the projections included

in the most recent Budget;

II. the most recent monthly operations performance report including certain

KPIs (to be provided in the substantially the same format as that provided to

Advisors under the Standstill Agreement); and

III. any other information which could reasonably be expected to be material to

the financial position or prospects of the Alpha Group;

(vi) promptly following delivery of the Monthly Information Package, arrange a conference call

between the Advisors and management of the Company (to include, without limitation, the

NED and CFO) to cover, among other things, questions in respect of the most recent

Fortnightly Information Package and Monthly Information Package;

(vii) promptly upon request by a Participating Creditor (or an Advisor on its behalf):

(A) provide an update from the Information Agent on the number of Lenders and

Noteholders that are Participating Creditors and their aggregate Participating Creditor

Exposures; and

(B) at the Company's expense, take all such action (including giving notice, order or

direction and the making of any filings or registrations) for the purpose of the

0101521-0000029 UKO3: 2000454432.15 23

perfection, protection or maintenance of any Transaction Security to the extent such

steps are required pursuant to the Finance Documents;

(viii) discharge (or procure the discharge of) the fees, costs and expenses of:

(A) the Advisors in accordance with the Advisor Fee Letters; and

(B) each of the RCF Lenders and the Ad-Hoc Committee in accordance with the Work

Fee Letters;

(ix) discharge the fees, costs and expenses of any agent, trustee, security trustee or other

administrative party in respect of an Existing Financing (whenever accrued (including, for the

avoidance of doubt, prior to the date of this agreement) in accordance with the terms of the

applicable Finance Documents;

(x) ensure that at all times: (i) the NED remains appointed to the Company Board and the Alpha

Board in each case on the terms agreed with the Advisors in accordance with the Standstill

Agreement; and (ii) the only members of the Company Board and the Alpha Board are the

CEO, CFO, NED and the Chairperson;

(xi) ensure that its, and each Group Company’s respective, centre of main interest (as that term is

used in Article 3(1) of Regulation (EU) 2015/848 of 20 May 2015 on insolvency proceedings

(recast)) is situated in its respective jurisdiction of incorporation or formation or in England

and Wales or Scotland;

(xii) not agree, and will procure that no Group Company agrees, to reduce any commitments

(howsoever described) in respect of the Alpha Group’s letter of credit, financial guarantee or

bonding (or similar instrument) lines (including, without limitation, those under the Credit

Agreement) under any Operational Facility; and

(xiii) procure that neither Allen & Overy LLP nor Houlihan Lokey EMEA, LLP represents any of

the (direct or indirect) shareholders of the Company in relation to the transactions

contemplated by this Agreement.

6.3 Restrictive covenants

(a) Subject to paragraph (b) below, each Obligor covenants in favour of the Participating Creditors that

until the End Date it will not (and the Company undertakes to procure that no other Group Company

will) (each a specified transaction):

(i) create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with

respect to any Indebtedness (as defined in the Credit Agreement and the Notes Indentures)

contingently or otherwise, other than with respect to (i) Indebtedness permitted under the

Credit Agreement and Notes Indentures outstanding as at the Standstill Effective Date and (ii)

any customary cash management, cash pooling or netting or setting off arrangements in the

ordinary course of business (which, for the avoidance of doubt, may not include any

receivables financing, factoring or sale and leaseback arrangements);

(ii) create, incur, assume or otherwise cause or suffer to exist or become effective any Lien (as

defined in the Credit Agreement and the Notes Indentures) securing Indebtedness on any of

its property or assets or give any guarantee or indemnity or like commitments, in any such

case of whatever nature, other than (i) Liens permitted under the Credit Agreement and Notes

Indentures existing as at the Standstill Effective Date, (ii) Liens for taxes, (iii) Liens imposed

by, or arising out of, the operation of law or arising under a suppliers’ or account banks’

standard terms and conditions; or (iv) any Permitted Security;

0101521-0000029 UKO3: 2000454432.15 24

(iii) declare, make or pay any dividend, charge, fee (including any monitoring or advisory fee), or

other distribution (or interest on any unpaid dividend, charge, fee, or other distribution) in

relation to, connected with, or in respect of, or to, any of the Equity Investors (or any Affiliate

or Connected Person (as defined in the Credit Agreement) thereof) or make any Restricted

Payment (as defined in the Credit Agreement) or purchase, redeem or otherwise acquire any

Equity Interests (as defined in the Credit Agreement) in the Company or any Indebtedness of

any Group Company in respect of an Existing Financing or repay or make any Payment in

respect of any direct or indirect shareholder debt (howsoever described) or make any other

Payment to any of its shareholders or any of their Affiliates (other than other members of the

Alpha Group) or advisors or directors (other than those directors’ contractual remuneration

and any bonus payments on the terms applicable as at the date of this Agreement);

(iv) (i) make any Investment (as defined in the Credit Agreement) or otherwise purchase or acquire

(including pursuant to any merger or consolidation) any interest in any other person or

business, (ii) change its capital structure, increase its authorised share capital, issue any shares

to any person, grant to any person any conditional or unconditional option, warrant or other

right to call for the issue or allotment of, subscribe for, purchase or otherwise acquire any

shares of any Group Company (including any right of pre-emption, conversion or exchange),

or alter any right attaching to any share capital of any Group Company, (iii) incorporate or

establish any Subsidiary, (iv) designate any Subsidiary as an Unrestricted Subsidiary pursuant

to the Credit Agreement or any Notes Indenture or (v) enter into amalgamation, merger,

corporate reorganisation, consolidation, liquidation or winding up or corporate reconstruction;

(v) purchase any of the Notes or any of the loans under the Credit Agreement in the open market

(and for the avoidance of doubt, notwithstanding any provision of the Credit Agreement to the

contrary, no Affiliated Lender (as defined in the Credit Agreement) shall be permitted to enter

into any purchase or sale of any Term Loans (as defined in the Credit Agreement));

(vi) either in a single transaction or a series of transactions (whether related or not) and whether

voluntarily or involuntarily, sell, lease, convey, transfer, assign or otherwise dispose of any

asset (including, without limitation, any Rig or any receivable owing to a Group Company or

pursuant to any sale and leaseback) to any person;

(vii) enter into, amend, vary, novate, supplement, supersede, waive or terminate any terms of any

constitutional document, any material contract, lease, licence or financing document

(including, without limitation, any Finance Document);

(viii) enter into any Affiliate Transaction (as defined in the Credit Agreement and each Notes

Indenture);

(ix) make any demand for, or accelerate the due date for, or declare due and payable immediately

or payable on demand, or require the return of, any amount owing to it or to be returned to it

under or in connection with an intercompany loan;

(x) open any bank account or instruct that any bank account is maintained for its benefit; or

(xi) make any bonus payment to, or any payment to fund any bonus payment to, any director of

the Company or Alpha.

(b) Sub-paragraphs (i) to (ix) of paragraph (a) above shall not prohibit any specified transaction which is

(i) expressly contemplated by the Restructuring Term Sheets or the Restructuring Steps Plan

(including the Alpha Intercompany Loan Release) or which is necessary to implement,

consummate or otherwise give effect to the Proposed Restructuring;

0101521-0000029 UKO3: 2000454432.15 25

(ii) expressly agreed in writing with the Majority Participating AHC Creditors and the Majority

Participating RCF Lenders; or

(iii) not otherwise prohibited under the terms of the Finance Documents in force as at the date of

this Agreement and which is (in each case as determined in the good faith judgement of an

Officer of the Company):

(A) existing at the date of this Agreement (or which is committed to be provided or entered

into at the date of this Agreement and which has been notified to the Advisors) or any

amendment or renewal thereof to the extent not adverse to the Participating Creditors;

(B) payments to KCA Deutag Holdings II Limited in order to fund the reimbursement of

administrative expenses of, and the payment of the contractual remuneration (but

excluding any discretionary bonus) of the Chairperson;

(C) entered into in the ordinary course of trading and consistent with past practice (other

than, for the avoidance of doubt, payments described in sub-paragraph (a)(iii) above);

(D) imposed by, or arising out of, the operation of law, rule, regulation or order;

(E) entered into as part of any solvent reorganisation of any Alpha Group Company (other

than a Guarantor, Issuer (as defined in any Existing Financing) or third-party security

provider in respect of any Existing Financing) where steps have already been taken as

at the date of this Agreement to enter into such reorganisation and which have been

disclosed to the Advisors prior to the Effective Date;

(F) entered into between a Group Company that is a Guarantor and any other Group

Company that is a Guarantor or between a Group Company that is not a Guarantor

and any other Group Company that is a not a Guarantor;

(G) entered into by a Group Company that is not a Guarantor and any other Group

Company that is a Guarantor on arm's length terms or on terms that are more

favourable than arm’s length terms to the relevant Group Company that is a

Guarantor;

(H) payments between a Group Company that is a Guarantor and a Group Company that

is not a Guarantor in order to facilitate the ordinary course of trading of the Group

consistent with past practice of the Group; or

(I) in relation to paragraph (a)(vii) above only, any amendment, variation, novation,

supplementation, waiver or termination of any material contract (other than any

constitutional document or financing document (including, without limitation, any

Finance Document)) that has been approved by the NED and that is a result of the

Covid-19 Pandemic or the OPEC-related Oil Price Reduction.

6.4 Use of cash

(a) The Company shall procure that at all times Free Cash in the amount of at least US$75,000,000 (or its

equivalent in any other currency) (or such lower amount as may be agreed from time to time by the

Majority Participating AHC Creditors and the Majority Participating RCF Lenders) is held by the

Alpha Group and compliance with this obligation shall be tested by reference to the most recent

Cashflow Forecast provided as part of the Fortnightly Information Package.

(b) To the extent permitted by applicable law and regulation, the Company shall procure that all cash

balances, including Free Cash, held by any Group Company are held in bank accounts which are

0101521-0000029 UKO3: 2000454432.15 26

subject to Transaction Security, provided that the Alpha Group shall be entitled to hold Free Cash, up

to an aggregate amount of US$50,000,000 (or equivalent in any other currency), in bank accounts

which are not subject to Transaction Security. For the avoidance of doubt, no cash balances are to be

applied in Payment (including in mandatory, or voluntary, prepayment) of any amounts due or owing

or owed under the Existing Financings except to the extent specifically and expressly contemplated

by this Agreement.

7. UNDERTAKINGS BY THE PARTICIPATING CREDITORS

7.1 Implementation of the Proposed Restructuring

Until the End Date:

(a) each Participating Creditor (other than shall promptly take all actions which it is

reasonably requested by the Company to take, in order to support, facilitate, implement,

consummate or otherwise give effect to the Proposed Restructuring, provided that such actions

are not inconsistent with the Restructuring Documents agreed in accordance with Clause 5.2

(Restructuring Documents), this Agreement, the Restructuring Term Sheets or the

Restructuring Steps Plan;

(b) each Participating Creditor (other than ) shall:

(i) if it is a Scheme Creditor and subject to subparagraph (ii) below, attend any Scheme

Meeting by proxy or in person and exercise and cast all of its votes (or instruct its

proxy or other relevant person to vote, to the extent it is legally entitled to instruct that

person to vote) in respect of its Debt in favour of the Issuer Scheme and any

amendment or modification to the Issuer Scheme or adjournment to a Scheme

Meeting, provided that the terms of the Issuer Scheme or such amendment or

modification, do not include any material terms which are likely to (and nor is any

such adjournment likely to) adversely affect or conflict with the terms of the Proposed

Restructuring or its implementation;

(ii) if (A) any proposal is made to adjourn the Scheme Meeting or (B) the terms of the

Issuer Scheme or any amendment or modification of the Issuer Scheme include any

material terms which, in each case is or are likely to adversely affect or conflict with

the terms of the Proposed Restructuring or its implementation, exercise and cast all of

its votes in respect of its Debt against any such amendment or modification to the

Issuer Scheme or proposal to adjourn the Scheme Meeting (as applicable); and

(iii) vote in respect of (or instruct its proxy or other relevant person to vote, to the extent

it is legally entitled to instruct that person to vote), execute and/or deliver within any

applicable time periods any proxies, instructions, directions or consents reasonably

required by the trustee in respect of each of the Notes, the Term Loan Administrative

Agent, the Revolving Credit Administrative Agent and the Security Agent (as

applicable) to facilitate the implementation of the Proposed Restructuring.

(c) no Participating Creditor (other than shall:

(i) commence, take, support or actively assist (or request, instruct or procure that any

other person commence, take, support, or actively assist) any judicial, arbitration,

regulatory proceedings or any other action inconsistent with the terms of this

Agreement or the Restructuring Term Sheets, that would reasonably be expected to

impede, prevent or frustrate the implementation of the Proposed Restructuring; or

0101521-0000029 UKO3: 2000454432.15 27

(ii) vote, or allow any proxy appointed by it to vote, in respect of its Debt in favour of any

amendment, waiver, consent or other proposal which would breach or be inconsistent

with this Agreement, the Proposed Restructuring or the Restructuring Term Sheets.

7.2 Restrictions on enforcement

Until the End Date, other than as expressly permitted under this Agreement, each Participating

Creditor shall not (and will not cause or instruct any agent, trustee, security trustee or other

administrative party to do the same):

(a) terminate its commitments, make any demand for, or accelerate the due date for, or declare

due and payable immediately or payable on demand, or require the return of, any amount

owing to it or to be returned to it under or in connection with any Finance Document (other

than as a result of it becoming unlawful for a Creditor to perform its obligations under any

Existing Financing);

(b) petition, apply or vote for, initiate, support or take any steps (including the appointment of any

liquidator, receiver, administrator, administrative receiver, compulsory manager or similar

officer) with a view to any bankruptcy, insolvency, liquidation, business reorganisation (other

than any solvent reorganisation which has been disclosed to the Advisors prior to the Effective

Date), administration, receivership or dissolution proceedings under any insolvency or other

laws involving any Group Company, or any Group Company's assets or any suspension of

payments or moratorium of any indebtedness of any Group Company, or any analogous

procedure or step in any jurisdiction involving any Group Company, in each case under or in

connection with any Finance Document;

(c) take any other action to enforce the Payment of monies under any Existing Financing;

(d) in relation to any Group Company, take any action to terminate or cancel any hedging or

derivative arrangement, any guarantee, letter of credit or like commitment in favour of a third

party, any foreign exchange facility or any other Existing Financing;

(e) exercise any right of set off, account combination or payment netting in reduction of

outstanding amounts under any Existing Financing, except that any Participating Creditor

providing Overdraft Facilities may continue to apply netting arrangements in effect as at the

Initial Calculation Time in accordance with the existing terms thereof, and provided that this

paragraph (e) shall not restrict any rights under the LC Facility and/or the Undertaking Facility

to apply any Permitted Security given in respect of any LC/Undertaking issued after the

Standstill Effective Date against any amount paid by the issuer in respect of such

LC/Undertaking;

(f) take any action to perfect or to enforce or make any demand, or direct any other person to take

any action to perfect or to enforce or make any demand, under any security interest or any

guarantee or like commitment or similar support given in connection with an Existing

Financing by any Group Company (other than any perfection steps permitted under paragraph

6.2(a)(vii)(B) (Information and Co-operation);

(g) commence or join any legal or arbitration proceedings against any Group Company to recover

any monies under any Existing Financing; or

(h) benefit from any security interest, cash collateral, cash cover, guarantee, indemnity or other

assurance against loss given by or on behalf of any Group Company, other than:

(i) any security interest, cash collateral, cash cover, guarantee, indemnity or other

assurance against loss existing as at the Initial Calculation Time (or any replacement

0101521-0000029 UKO3: 2000454432.15 28

security interest, cash collateral, cash cover, guarantee, indemnity or other assurance

against loss which is identical to the security interest, cash collateral, cash cover,

guarantee, indemnity or other assurance against loss replaced (disregarding for this

purpose any hardening periods) and provided that the amount secured is not

increased); or

(ii) Permitted Security,

in each case, other than:

(A) the taking of any action expressly contemplated by the Restructuring Term Sheets or the

Restructuring Steps Plan or which is otherwise necessary to implement, consummate or

otherwise give effect to the Proposed Restructuring;

(B) the taking of any action falling within paragraphs (b) or (g) above which is necessary (but only

to the extent necessary) to preserve the validity, existence or priority of claims in respect of

this Agreement or a Finance Document, including the registration of such claims before any

court or governmental authority and the bringing, supporting or joining of proceedings to

prevent any loss of the right to bring, support or join proceedings by reason of applicable

limitation periods; and

(C) bringing legal proceedings against any person solely for the purpose of:

I. obtaining injunctive relief (or any analogous remedy outside England and Wales) to

restrain any actual or putative breach of this Agreement or any Finance Document to

which it is party;

II. obtaining specific performance (other than specific performance of an obligation to

make a payment or to comply with any provision of any Finance Document in respect

of which the Participating Creditors have given any waiver, deferral or forbearance

under this Agreement) with no claim for damages; or

III. requesting judicial interpretation of any provision of this Agreement or any Finance

Document to which it is party with no claim for damages.

7.3 Maintenance of Operational Facilities

(a) Each Participating Creditor agrees that until the End Date, Operational Facilities made available by

Participating Creditors to the Group Companies and in effect at the Initial Calculation Time (as that

term is defined in the Standstill Agreement) will be made available and continue to be operated in

accordance with the terms of that Operational Facility (and without the need to give any certificate of

no default or to make any representations) applicable as at the Initial Calculation Time and that:

(i) with respect to the LC Facility, notwithstanding anything to the contrary under the terms of

such LC Facility, the total notional amount of any LC/Undertakings shall not at any time

exceed the Current LC Facility Limit plus the aggregate amount of any Permitted Security

provided pursuant to the terms of the LC Facility (up to a maximum aggregate amount of

$27,093,112.24) provided that the Facility Limit (as such term is defined in the LC Facility)

shall be reduced to the Current LC Facility Limit (and, notwithstanding the reduction of the

Facility Limit, the Participating Creditors agree that the reduction shall not prevent the

issuance of new LC/Undertakings after the Standstill Effective Date subject to the terms of

this agreement and section 2.22(d) of the Credit Agreement shall not apply); and

0101521-0000029 UKO3: 2000454432.15 29

(ii) with respect to the Undertaking Facility, notwithstanding anything to the contrary under the

terms of such Undertaking Facility, the total notional amount of any LC/Undertakings shall

not at any time exceed the Current Undertaking Facility Limit,

and any reduction and/or cancellation of the LC Facility and/or the Undertaking Facility in accordance

with the above shall result in a corresponding amount of the Revolving Commitments also being

irrevocably and permanently reduced and/or cancelled.

(b) The Participating Creditor party to the LC Facility agrees:

(i) to issue LC/Undertakings available to be issued under that facility as requested by the

Company and/or any of the Group Companies without any Permitted Security in an aggregate

notional amount up to the Current LC Facility Limit and may only request Permitted Security

in the circumstances set out in the definition of Permitted Security; and

(ii) that, if at any time the aggregate of the Current LC Facility Limit and the amount of Permitted

Security (less any amount held pursuant to limb (c) of the definition of Permitted Security)

held in respect of the LC Facility is greater than the total notional amount of LC/Undertakings

under the LC Facility, the relevant Participating Creditor shall return any such excess

Permitted Security to the Company, provided that, the relevant Participating Creditor shall not

be under any obligation to return any excess in the event that, in its reasonable opinion, to do

so would be reasonably likely to effect the validity, or enforceability, of the remaining

Permitted Security or any part thereof.

(c) Each Participating Creditor agrees that until (and including) the End Date:

(i) on maturity or roll-over dates all Operational Facilities will be renewed or rolled over on the

same terms (without the need to give any certificate of no default or to make any

representations);

(ii) undrawn or unutilised portions of Operational Facilities, whether committed or uncommitted,

will not be cancelled; and

(iii) any utilisation of the LC Facility or the Undertaking Facility in an amount in excess of the

Current LC Facility Limit or the Current Undertaking Facility Limit (as the case may be and

notwithstanding that such utilisation will benefit from Permitted Security), shall incur interest

(other than default interest), fees, costs, expenses and commissions in accordance with the

terms of the relevant Operational Facility and all such interest, fees, costs, expenses and

commissions shall be remain due and payable and shall be paid in full by the Company in

accordance with the terms of the relevant Operational Facility and nothing in this Agreement

shall act as a deferral or waiver or forbearance (or any accommodation of any description) in

relation thereto.

7.4 No obligation

Nothing in this Agreement shall:

(a) require any Participating Creditor (or any director, manager or officer of that Participating

Creditor) to take action which is prohibited or otherwise restricted by applicable law or

regulation or direction of any governmental authority or court of competent jurisdiction or to

waive or forego the benefit of any applicable legal professional privilege or to breach the terms

of any Confidentiality Agreement;

(b) require any Participating Creditor (or any director, manager or officer of that Participating

Creditor) to incur any liability, including any out-of-pocket expense, or to make any equity,

0101521-0000029 UKO3: 2000454432.15 30

debt or other financing available to any member of the Group, or to provide any indemnity in

favour of any person, other than as expressly contemplated by this Agreement (including the

Restructuring Term Sheets and the Restructuring Steps Plan) or as expressly agreed by that

Participating Creditor; or

(c) require any Participating Creditor, as a creditor or as an expected equity holder, by reason of

this Agreement or the transactions contemplated by this Agreement (including the

Restructuring Term Sheets and the Restructuring Steps Plan) to make, seek or receive any

filings, notifications, consents, determinations, authorisations, permits, approvals, licences or

the like with, or provide any documentation or information to, any regulatory or self-

regulatory bodies having jurisdiction over member of the Group or the Participating Creditor.

7.5 Submission to English court

By executing this Agreement, and notwithstanding any term to the contrary in any Finance Document,

each Participating Creditor (other than ) acknowledges and submits to the jurisdiction of the

English court in respect of the Issuer Scheme and agrees that it shall enter an appearance formally in

connection with the Issuer Scheme (if required by the Court or, if any creditor that is not a Participating

Creditor formally objects to the Issuer Scheme, as reasonably requested by the Company) or be willing

to be joined formally to the Issuer Scheme as a defendant (if required by the Court).

8. FORBEARANCE AND DEFERRALS

8.1 Lenders under the Credit Agreement

Each Lender that is or becomes a Participating Creditor agrees until the End Date to forbear from

exercising any rights or remedies it may have as a result of any Default or Event of Default (as defined

in the Credit Agreement) which may occur as a result of:

(a) any action taken which is expressly contemplated by the Restructuring Term Sheets or the

Restructuring Steps Plan (including the Alpha Intercompany Loan Release) or which is

necessary to implement, consummate or otherwise give effect to the Proposed Restructuring;

or

(b) the breach of:

(i) the financial covenant set out in section 6.22 (Financial Covenant) of the Credit

Agreement in respect of each Quarter Period ending prior to the End Date;

(ii) section 7.01(a) or 7.01(b) of the Credit Agreement as a result of any amount not being

paid under the Credit Agreement;

(iii) section 7.01(f) of the Credit Agreement as a result of (x) any amount not being paid

under the Existing Financings, or (y) any other default referred to in this Clause 8

(Forbearance and Deferrals);

(iv) section 7.01(g)(v) of the Credit Agreement as a result of any amount not being paid

under the Existing Financings or the entry into of the Standstill Agreement or this

Agreement or any public announcement relating to the same; or

(v) section 7.01(j) or 7.01(l) of the Credit Agreement solely due to circumstances which,

as at the date of this Agreement, have arisen, or could reasonably be expected to arise,

directly or indirectly as a result of the Covid-19 Pandemic or the OPEC-related Oil

Price Reduction.

0101521-0000029 UKO3: 2000454432.15 31

8.2 Lenders – Agreement to amend the Credit Agreement

(a) Each Lender that is or becomes a Participating Creditor (other than consents to the amendment

of the Credit Agreement substantially in the form of the amendment agreement (the Credit

Agreement Amendment Agreement) set out in Schedule 15 (Form of Amendment Agreement) and

authorises and directs the Term Loan Administrative Agent and the Revolving Credit Administrative

Agent to enter into the Credit Agreement Amendment Agreement in substantially the form set out in

Schedule 15 (Form of Amendment Agreement) upon the execution of this Agreement by Lenders who

(when combined with any other Lender that has confirmed to the Information Agent, the Term Loan

Agent and the Revolving Credit Administrative Agent its consent to the amendment of the Credit

Agreement in the form set out in the Credit Agreement Amendment Agreement) constitute the

Required Lenders (as defined in the Credit Agreement) as confirmed by the Information Agent in

consultation with the Term Loan Administrative Agent and the Revolving Credit Administrative

Agent. Each of the Term Loan Administrative Agent and the Revolving Credit Administrative Agent

shall be entitled to rely on this provision as an express third party beneficiary hereof.

(b) Each Obligor (other than Alpha) consents to the amendments to the Credit Agreement set out in the

Credit Agreement Amendment Agreement and authorises Alpha to enter into the Credit Agreement

Amendment Agreement on its behalf.

8.3 Noteholders

Each Noteholder that is or becomes a Participating Creditor agrees until the End Date to forbear from

exercising any rights or remedies it may have as a result of any Default or Event of Default (as defined

in the Applicable Indenture (as defined below)) which may occur as a result of:

(a) any action taken which is expressly contemplated by the Restructuring Term Sheets or the

Restructuring Steps Plan (including the Alpha Intercompany Loan Release) or which is

necessary to implement, consummate or otherwise give effect to the Proposed Restructuring;

or

(b) the breach of:

(i) section 6.01(a)(1) of each Notes Indenture in respect of which it holds Notes (an

Applicable Indenture) as a result of any amount of interest not being paid under that

Applicable Indenture;

(ii) section 6.01(a)(5) of each Applicable Indenture as a result of (x) any amount not being

paid under the Existing Financings, or (y) any other default referred to in this Clause

8 (Forbearance and Deferrals); or

(iii) section 6.01(a)(9)(E) of the 2021 Notes Indenture and the 2022 Notes Indenture and

section 6.01(a)(10)(E) of the 2023 Notes Indenture as a result of any amount not being

paid under the Existing Financings or the entry into of the Standstill Agreement, this

Agreement or any public announcement relating to the same.

8.4 Noteholders – Standing Notice to Trustee and Security Agent

Each Noteholder that is or becomes a Participating Creditor consents to the giving of notice to the

trustee and security agent in respect of each issuance of Notes in which it holds an interest in the form

set out in Schedule 6 (Form of Standing Notice to Trustee and Security Agent) and authorises and

instructs the Information Agent to send such notice on its behalf.

0101521-0000029 UKO3: 2000454432.15 32

8.5 Noteholders – Agreement to amend the Notes Indentures

Each Noteholder that is or becomes a Participating Creditor consents to the amendment of each Notes

Indenture in respect of each issuance of Notes in which it holds an interest in the manner described in

the forms of supplemental indenture set out in Schedule 14 (Forms of Supplemental Indenture) and

authorises and directs the trustee and the security agent in respect of each issuance of Notes in which

it holds an interest to enter into such supplemental indentures upon receipt of the required consents as

confirmed by the Information Agent.

8.6 Deferral of payments

(a) Subject to Clause 7.3(c)(iii) (Maintenance of Operational Facilities), each Participating Creditor

agrees to defer all of its rights to the payment of interest (including default interest), fees and

commissions accrued under any of the Existing Financings or which may accrue under any of the

Existing Financings prior to the End Date (other than fees payable under the Work Fee Letters) and

the amount of any scheduled repayment of principal falling due prior to the End Date, such that any

amount that otherwise falls due for payment prior to the End Date shall not be payable on that date

and instead shall be due and payable on the End Date (unless the relevant payment obligation has been

compromised or amended as part of the Proposed Restructuring).

(b) For the avoidance of doubt, each Obligor acknowledges that interest (including default interest, which

will accrue from the original scheduled date of payment), fees and commissions (each as applicable)

continue to accrue in accordance with the terms of each relevant Existing Financing.

8.7 Giving effect to waivers and deferrals

(a) The waivers, forbearances, amendments and deferrals referred to in this Clause 8 (Forbearance and

Deferrals) shall be deemed to take effect in respect of a given waiver, amendment or deferral under a

given Existing Financing automatically on the first date on which a Creditor or Creditors holding the

requisite proportion of claims under that Existing Financing necessary to grant such a waiver,

forbearance, amendment or deferral in accordance with the terms of that Existing Financing have

executed or acceded to this Agreement and, with respect to the amendments of the Notes Indentures

set out in Schedule 14 (Forms of Supplemental Indenture) only, upon execution of the relevant

supplemental indenture evidencing the same, the forms of which are set out in Schedule 14 (Forms of

Supplemental Indenture).

(b) This Agreement constitutes an agreement in writing entered into by the Parent (on behalf of itself and

the Borrowers) (in each case as defined in the Credit Agreement) for the purposes of section 9.02 of

the Credit Agreement.

(c) Each Participating Creditor undertakes (in respect of the Existing Financings to which they are party

or in which they otherwise hold an economic interest from time to time) to give such further notices

or instructions to the relevant agent, trustee or other administrative party and to execute (or cause or

instruct the relevant agent, trustee or other administrative party to execute) such further documents as

are necessary to give effect to the waivers, forbearances, amendments and deferrals referred to in this

Clause 8 (Forbearance and Deferrals), provided that nothing in this Clause 8 (Forbearance and

Deferrals) shall oblige the Participating Creditors to make any payment or provide any indemnity or

cash cover to any person.

9. PARTICIPATING SHAREHOLDERS, HOLDCOS AND RELEASES

9.1 Co-operation and liquidation

(a) Until the End Date, each Participating Shareholder and each Core Holdco shall (and shall procure that

each other Holdco that is not a Core Holdco shall):

0101521-0000029 UKO3: 2000454432.15 33

(i) promptly take all actions which it is reasonably requested by the Company to take, in order to

support, facilitate, implement, consummate or otherwise give effect to the Proposed

Restructuring, provided that such actions are not inconsistent with this Agreement, the

Restructuring Term Sheets or the Restructuring Steps Plan; and

(ii) promptly take all actions which it is reasonably requested by the Company to take in

connection with any intercompany balances outstanding between a Holdco and a Group

Company, in order to support, facilitate, implement, consummate or otherwise give effect to

the Proposed Restructuring.

(b) Each Participating Shareholder and Core Holdco consents to the Alpha Intercompany Loan Release

and any other steps set out in the Deloitte Steps Paper.

(c) Subject to Clause 9.1(d) (Co-operation and liquidation) below, the Parties agree that the Alpha Group

shall:

(i) fund the costs and expenses of an orderly liquidation of the Company and each of the Holdcos

following the Completion Date in full;

(ii) ensure that the benefit of any directors and officer’s insurance policy and any other indemnity

(including any run-off coverage related thereto) in place with respect to the applicable

Relevant Directors remains in full force and effect following the Completion Date for a period

of 3 years;

(iii) administer and coordinate the orderly solvent liquidation of the Company and each of the

Holdcos following the Completion Date;

(iv) make its employees and officers available (where reasonably necessary) to support and help

to facilitate the transactions referred to in sub-paragraph (c)(iii); and

(v) fund the legal fees of each of the Holdcos, the Shareholders and (from the Completion Date)

the Company in connection with this Agreement and the transactions referred to in sub-

paragraph (c)(iii) above.

(d) The funding by the Alpha Group referred to in Clause 9.1(c) above (Co-operation and liquidation)

above shall be limited to:

(i) the items specified in Schedule 16 (Liquidation and Related Costs) and capped at the

respective amounts specified therein;

(ii) any accrued and irrecoverable VAT payments that may be payable by the Company or the

Holdcos in respect of those items; and

(iii) any other item that may be otherwise reasonably requested to be funded by the Company or a

Holdco in connection with its solvent liquidation in the good faith opinion of its directors as

confirmed to and approved by the directors of Alpha, such approval not to be unreasonably

withheld or delayed.

9.2 Releases on the Completion Date

(a) If the Completion Date occurs, and subject to Clause 9.2(b) (Releases on the Completion Date) below,

each Creditor, the Issuer and each other Obligor (in each case, on behalf of itself and each of its

successors and assigns) shall:

0101521-0000029 UKO3: 2000454432.15 34

(i) irrevocably and unconditionally fully, finally and absolutely waive and release and forever

discharge, to the fullest extent permitted by law, each and every claim and any and all

proceedings, damages, counterclaims, complaints, liabilities, rights and set-offs, whether

present or future, prospective or contingent, whether in this jurisdiction or any other or under

any law or in equity, in contract (including breaches, or non-performance of contract), statute

or in fact (including negligence, breach of trust and misrepresentation) or any other manner

whatsoever, breach of statutory duty, for contribution or for interest and/or costs and/or

disbursements, whether or not for a fixed or unliquidated amount, whether filed or unfiled,

whether asserted or unasserted, whether or not presently known to the parties or to the law,

that it ever hard, may have or hereafter can, shall or may have against the Released Parties, in

each case, in relation to or arising out of or in connection with:

(A) the Existing Financings;

(B) the negotiation or preparation of the Proposed Restructuring, the Issuer Scheme or the

Restructuring Documents or the implementation and/or consummation of the


(C) the execution of the Restructuring Documents or any other documents required to

implement the Proposed Restructuring or the taking of any steps or actions necessary

or desirable to implement the Proposed Restructuring (including, without limitation,

the steps set out in the Restructuring Steps Plan); and

(D) with respect to the Shareholders or any Relevant Director (past or present), any matter

arising out of or in connection with any steps, actions or omissions on or prior to the

Completion Date by or on behalf of such person holding such positions with respect

to any Group Company or Holdco (as the case may be); and

(ii) irrevocably and unconditionally undertakes that it will not commence, take or continue, or

support any person commencing, taking or continuing, or instruct any person to commence,

take or continue any proceedings or other judicial, quasi-judicial, administrative or regulatory

process in any jurisdiction whatsoever against any Released Party, in each case in relation to

or arising out or in connection with:

(A) the Existing Financings;

(B) the negotiation or preparation of the Proposed Restructuring, the Issuer Scheme or the

Restructuring Documents or the implementation and/or consummation of the


(C) the execution of the Restructuring Documents or any other documents required to

implement the Proposed Restructuring or the taking of any steps or actions necessary

or desirable to implement the Proposed Restructuring (including, without limitation,

the steps set out in the Restructuring Steps Plan); and

(D) with respect to the Shareholders or any Relevant Director (past or present), any matter

arising out of or in connection with any steps, actions or omissions on or prior to the

Completion Date by or on behalf of such person holding such positions with respect

to any Group Company or Holdco (as the case may be).

(b) Clause 9.2(a) (Releases on the Completion Date) above shall not in any way:

(i) affect, impair or prejudice any right of any Creditor arising under any Restructuring Document

(including as a consequence of non-compliance with the terms of any Restructuring

Document; or

0101521-0000029 UKO3: 2000454432.15 35

(ii) apply to any claim or liability in respect of fraud, gross negligence or wilful misconduct by

any Released Party.

(c) The Parties intend to enter into a deed of release to give effect to the releases referred to in this Clause

9.2 (Releases on the Completion Date), which shall be entered into in accordance with the

Restructuring Steps Plan.

10. ACCESSION

(a) Upon the delivery to the Information Agent on behalf of the Company of a duly executed Accession

Agreement, a Creditor which is party to that Accession Agreement shall become a party to this

Agreement as a Participating Creditor.

(b) Upon delivery to the Company of a duly executed Accession Agreement, a Shareholder (or its

nominee) which is party to that Accession Agreement shall become a party to this Agreement as a

Participating Shareholder.

(c) The obligations of as a Reinstated Bilateral Facility Lender, an RCF Lender and a Participating

Creditor shall become effective and binding on it on the date on which it becomes a party to this

Agreement as a Participating Creditor.

(d) Any Creditor or Participating Shareholder who becomes party to this Agreement in accordance with

this Clause 10 above shall be entitled to the benefit of all the provisions and be bound by all of the

obligations contained in this Agreement with effect from the date of such accession as if such person

had been an original party to this Agreement. If a Creditor wishes to accede to this Agreement, that

Participating Creditor must accede in respect of all (and not only part) of its Participating Creditor

Exposure (other than Debt held or controlled by it in its capacity as a Qualified Market Maker).

11. RESTRICTION ON DEBT TRANSFERS

Until the End Date:

(a) other than in its capacity as a Qualified Market Maker or as permitted under paragraph (d)

below, no Participating Creditor may sell, assign, pledge, sub-participate or otherwise dispose

of any of its rights or transfer any of its rights or obligations in respect of, or declare or create

any trust of any of its rights, title, interest or benefits in respect of, any Finance Document or

this Agreement (each, a Transfer) to, or in favour of, any person who is not already a

Participating Creditor:

(i) except as permitted under the relevant Finance Document, provided that, in relation

to any RCF Lender that is a Participating Creditor, notwithstanding Section 9.04(b)

of the Credit Agreement, the prior written consent of the Parent shall not be required

for an assignment in respect of any Revolving Loan; and

(ii) unless and until that person delivers to the Information Agent a duly completed and

signed Transfer Notice (Participating Creditor to Additional Participating Creditor),

and at such time that person shall be entitled to the benefit of all the provisions and

be bound by all of the obligations contained in this Agreement with effect from the

date of its duly completed and signed Transfer Notice (Participating Creditor to

Additional Participating Creditor) as if such person had been an original party to this

Agreement;

(b) any Participating Creditor purporting to effect a Transfer before the relevant transferee is

bound by the terms of this Agreement in accordance with this Clause 11 (Restriction on Debt

Transfers) agrees that it shall remain liable as a Participating Creditor in respect of its

0101521-0000029 UKO3: 2000454432.15 36

obligations and liabilities under this Agreement in respect of the relevant claims purportedly

transferred until the proposed transferee is bound by the terms of this Agreement in accordance

with this Clause 11 (Restriction on Debt Transfers);

(c) nothing in this Agreement shall be deemed to limit or restrict the ability or right of any

Participating Creditor to acquire any additional exposure in respect of any Existing Financing

(Additional Exposure) provided, however, that in the event that any Participating Creditor

(with the exception of any Participating Creditor acting in its capacity as a Qualified Market

Maker) acquires any interest in any Additional Exposure after the Effective Date such

Additional Exposure shall immediately upon its acquisition become subject to the terms of

this Agreement until (and including) the End Date. Each Participating Creditor agrees to

inform the Information Agent on behalf of the Company of any such acquisition promptly by

submitting either a duly completed and signed Transfer Notice (Participating Creditors) (in

the case of an acquisition of Additional Exposure from another Participating Creditor) or

Increase Notice (in the case of an acquisition of Additional Exposure from a party who is not

a Participating Creditor); and

(d) a Participating Creditor may effect a Transfer to a Qualified Market Maker that is not a

Participating Creditor (a QMM Transfer) and such Qualified Market Maker shall not be

required to accede to this Agreement or otherwise agree to be bound by the terms and

conditions of this Agreement, provided that:

(i) such Qualified Market Maker, on the same day on which the QMM Transfer occurs,

transfers the rights, title, interest or benefits in respect of any Finance Document or

this Agreement that are the subject of such QMM Transfer to a Participating Creditor

or to a transferee who has executed and delivered a Transfer Notice (Participating

Creditor to Additional Participating Creditor) or Accession Agreement (as applicable)

to the Information Agent prior to the date of the such QMM Transfer (a Back-to-Back

Transfer); and

(ii) on or prior to the date of the QMM Transfer, the Information Agent has received all

documentation required under the terms of this Agreement in relation to both the

QMM Transfer and the Back-to-Back Transfer.

12. TERMINATION

12.1 Voluntary termination

(a) This Agreement may be terminated by the Majority Participating AHC Creditors or the Majority

Participating RCF Lenders (or, in the case of the paragraph (iv) below only, the Majority Participating

AHC Creditors and the Majority Participating RCF Lenders) with immediate effect by written notice

to the Company (with the Company to provide (through the Information Agent) a copy of such notice

to all Participating Creditors) if any of the following events or circumstances (each a Termination

Event) occurs:

(i) any Group Company takes any step or action referred to in Clause 7.2(b) (Restriction on

enforcement) or an Insolvency Event occurs in respect of any Group Company;

(ii) any Obligor fails to comply with:

(A) Clause 5 (Undertakings to support the Proposed Restructuring), Clause 6

(Undertakings by the Obligors) or Clause 14 (Lock-Up Fee); or

0101521-0000029 UKO3: 2000454432.15 37

(B) any other provision of this Agreement where that failure materially and adversely

affects, or might reasonably be expected to materially and adversely affect, the

interests of the Participating Creditors under their Existing Financings,

unless the failure to comply is capable of remedy and is remedied within five Business

Days of the earlier of (i) the Majority Participating AHC Creditors or the Majority

Participating RCF Lenders notifying the Company of such failure to comply and (ii)

any Group Company becoming aware of the failure to comply;

(iii) an Event of Default (as defined in the Existing Financings) occurs and is continuing, which is

not subject to Clause 8 (Forbearance and Deferrals);

(iv) if, acting reasonably, the Majority Participating AHC Creditors and the Majority Participating

RCF Lenders determine that any event or circumstance has occurred at any time following the

Effective Date which has a Material Adverse Effect;

(v) any representation or warranty given by an Obligor under this Agreement proves to be

incorrect or misleading in any material respect except for representations or warranties that

are qualified as to "materiality", "Material Adverse Effect" or similar language, in which case

such representations and warranties will be true and correct (after giving effect to such

qualification therein) in all respects;

(vi) an Obligor rescinds or purports to rescind or repudiates or purports to repudiate this

Agreement or evidences an intention to rescind or repudiate this Agreement;

(vii) it is or becomes unlawful for an Obligor to perform any of its obligations under this

Agreement;

(viii) subject to the Legal Reservations, any obligation or obligations of the Obligors under this

Agreement are not or cease to be legal, valid, binding or enforceable and the cessation

individually or cumulatively materially and adversely affects the interests of the Participating

Creditors under this Agreement;

(ix) a Group Company makes any Payment of principal amount, interest (including default

interest), fees, commissions or any other amounts accrued under any of the Existing

Financings to any Creditor other than any Payment:

(A) approved in writing by the Majority Participating AHC Creditors and the

Majority Participating RCF Lenders;

(B) made pursuant to the Work Fee Letters;

(C) constituting the repayment of the principal amount of a Revolving Loan

provided that an amount equal to that principal amount is redrawn

immediately upon such repayment, such repayment and redrawing being on

a cashless basis;

(D) constituting a deposit into any bank account or other payment which reduces

the net exposure of a Creditor under the Overdraft (but provided such amount

remain available for redrawing in accordance with the terms of the Overdraft);

(E) in connection with the provision of Permitted Security; or

(F) which is otherwise made in accordance with the terms of this Agreement; or

0101521-0000029 UKO3: 2000454432.15 38

(x) an order of a governmental body or court of competent jurisdiction restraining or otherwise

preventing the implementation of the Proposed Restructuring is made is not revoked,

withdrawn or dismissed within 15 Business Days of it being made.

(b) This Agreement may be terminated with immediate effect by the mutual written consent of the

Company, the Majority Participating AHC Creditors and the Majority Participating RCF Lenders.

12.2 Automatic termination

This Agreement shall automatically terminate on the earlier of:

(a) if the Effective Date has not occurred, the date falling 10 Business Days after the date of this

Agreement;

(b) the date on which termination occurs in accordance with Clause 12.1 (Voluntary termination);

(c) the Long Stop Date; and

(d) the Completion Date.

12.3 Effect of termination

(a) This Agreement will cease to have any further effect on the Termination Date (save in respect of any

breaches of this Agreement which occurred prior to the Termination Date) with the exception of the

provisions of Clauses 1 (Definitions and Interpretation) 4 (Participating Creditors' Rights and

Obligations), 12 (Termination), 14 (Reservation of Rights), 19 (Miscellaneous), and 20 (Governing

Law and Jurisdiction), which shall remain in full force and effect following the termination of this

Agreement.

(b) For the avoidance of doubt, following the Termination Date, any rights of the Participating Creditors

under or in connection with the Existing Financings in respect of any event of default (however

described in the Existing Financings) that are subject to:

(i) Clause 8 (Forbearance and Deferrals) including (but not limited to) the obligation to exercise

temporary forbearance in relation to any enforcement action, deferral of any amounts due

under the Finance Documents and availability of financial commitments; and

(ii) any other obligation (however described) in the provisions of this Agreement,

shall be reinstated in full immediately upon the Termination Date (unless the relevant right or

obligation has been compromised or amended as part of the Proposed Restructuring).

12.4 Termination by individual Participating Creditor

This Agreement may be terminated by written notice to the Company by a Participating Creditor (in

respect of that Participating Creditor only), and any consents, waivers, forbearances or otherwise

provided by such Participating Creditor rescinded (to the extent allowed by law), if:

(a) in any applicable jurisdiction, it becomes unlawful for that Participating Creditor to perform

any of its obligations as contemplated by this Agreement or to enter into the Proposed

Restructuring;

(b) an order of a governmental body or court of competent jurisdiction restraining or otherwise

preventing the implementation of the Proposed Restructuring is made and is not revoked,

withdrawn or dismissed within 15 Business Days of it being made;

0101521-0000029 UKO3: 2000454432.15 39

(c) in respect of a Reinstated Bilateral Facility Lender:

(i) the Company requests that Reinstated Bilateral Facility Lender to execute a

Reinstated Bilateral Facility Document (which is otherwise agreed by the relevant

parties in accordance with Clause 5.2 (Restructuring Documents)) in a form that is

not consistent with the relevant Restructuring Term Sheets in all material respects and

that Reinstated Bilateral Facility Lender does not agree to the form of that Reinstated

Bilateral Facility Document, but only to the extent that that Reinstated Bilateral

Facility Lender has complied with its obligations under Clause 5.2 (Restructuring

Documents); or

(ii) an amendment is made pursuant to paragraph (ii) or (iv) of Clause 18(b) and that

Reinstated Bilateral Facility Lender has not consented to such amendment; or

(d) in respect of the Lender in respect of the Overdraft Facility, an amendment is made pursuant

to Clause 18(b)(iii) and it has not consented to such amendment,

and Clause 12.3 (Effect of termination) shall apply mutatis mutandis in respect of any such termination

by a Participating Creditor.

12.5 Notice of Termination

The Information Agent (on behalf of the Company) shall notify each of the Participating Creditors,

the Holdcos, Deutsche Trustee Company Limited in its capacity as trustee in respect of each of the

Notes, the Term Loan Administrative Agent, the Revolving Credit Administrative Agent and the

Security Agent in writing of the occurrence of the Termination Date.

12.6 No termination for own breach

Notwithstanding any other Clause in this Agreement, nothing in this Agreement permits any Party to

terminate this Agreement as a result of its own breach of this Agreement.

13. REPRESENTATIONS

13.1 Representations of the Obligors

(a) The Obligors confirm to each Participating Creditor that on the date of this Agreement and on the

Effective Date, the Repeating Representations (other than section 3.09 of the Credit Agreement):

(i) are true and correct in all material respects except for Repeating Representations that are

qualified as to "materiality", "Material Adverse Effect" or similar language, in which case

such Repeating Representations will be true and correct (after giving effect to such

qualification therein) in all respects; and

(ii) would also be true and correct if references to the Credit Agreement were construed as

references to the Credit Agreement to the extent amended and/or overridden by this

Agreement.

(b) The Obligors confirm to each Participating Creditor that on the date of this Agreement and on the

Effective Date:

(i) the information provided in the Data Room and all other written information provided to the

Participating Creditors by any member of the Group in connection with the negotiation,

consideration and implementation of the Proposed Restructuring as at such date is true and

accurate in all material respects and that information taken as a whole is not misleading in any

0101521-0000029 UKO3: 2000454432.15 40

material respect and the financial projections or forecasts provided have been prepared on the

basis of accurate historical information and on the basis of reasonable assumptions (provided

that it is acknowledged that financial projections or forecasts are subject to uncertainties

including those arising as a result of Covid-19 Pandemic and the OPEC-related Oil Price

Reduction and there can be no assurance that any such financial projections or forecasts will

be realised);

(ii) no Indebtedness has been incurred by the Alpha Group from a person that is not a member of

the Alpha Group other than as disclosed in section 19.2 of the Data Room;

(iii) no Subsidiary has been designated as an Unrestricted Subsidiary in accordance with the terms

of the Credit Agreement;

(iv) no Group Company nor any of their Affiliates has purchased any of the Notes or any of the

loans under the Credit Agreement;

(v) no Event of Default (as defined in the Existing Financings) has occurred and is continuing

(other than any that is subject to Clause 8 (Forbearance and Deferrals);

(vi) no fees, Payments or dividends have been paid by the Alpha Group to any of its shareholders

or any of their Affiliates (other than other members of the Alpha Group) or advisors or

directors (other than those directors’ contractual remuneration and any bonus payments) since

16 April 2020;

(vii) after giving effect to the Proposed Restructuring, none of the Obligors will be required to

register as an “investment company” within the meaning of the U.S. Investment Company Act

of 1940, as amended, and the rules and regulations of the U.S. Securities and Exchange

Commission thereunder;

(viii) the relevant issuers of the securities offered in connection with the Proposed Restructuring are

“foreign private issuers” (as such term is defined in the rules and regulations under the

Securities Act and the Exchange Act);

(ix) no Insolvency Event has occurred in respect of a Group Company; and

(x) no material litigation, arbitration or administrative proceedings of or before any court, arbitral

body or agency have been started or (to the best of its knowledge and belief) threatened against

it or any Group Company that and (to the best of its knowledge and belief) there are no

circumstances likely to give rise to any such litigation, arbitration or administrative

proceedings (in each case other than as disclosed to the Advisors prior to the Effective Date).

13.2 Representations of the Participating Creditors

(a) Each Original Participating Creditor represents to the Company that as at the Initial Calculation Time

it is the beneficial owner of, or the duly authorised investment advisor, investment manager,

representative or account manager for the beneficial owner of, the Participating Creditor Exposure in

(or greater than) the aggregate principal amount of holdings of Existing Financings as set out in its

Notice of Holdings.

(b) Each Participating Creditor represents to the Company that:

(i) it is duly incorporated (if a corporate person) or duly established (in any other case) and validly

existing under the law of its jurisdiction of incorporation or formation;

0101521-0000029 UKO3: 2000454432.15 41

(ii) the obligations expressed to be assumed by it in this Agreement are legal, valid and binding

and enforceable, subject to any applicable Legal Reservations;

(iii) it has the power to enter into, perform and deliver, and has taken all necessary action to

authorise its entry into, performance and delivery of this Agreement and (subject to the

fulfilment of the conditions to the implementation and consummation of the Proposed

Restructuring specified in the Restructuring Term Sheets and the Restructuring Steps Plan)

the transactions contemplated by this Agreement;

(iv) it has the power and authority to vote, deal with, approve changes to, dispose of and transfer

all its Participating Creditor Exposure as contemplated by this Agreement, the Restructuring

Term Sheets and the Restructuring Steps Plan;

(v) its Participating Creditor Exposure constitutes all of the Debt legally or beneficially held by it

(other than Debt held or controlled by it in its capacity as a Qualified Market Maker);

(vi) if the Participating Creditor is:

(A) a Noteholder;

(B) a Term Loan Lender;

(C) a Lender in respect of a Revolving Loan; or

(D) a Lender in respect of the Overdraft Facility,

it is either:

I. in the United States or a U.S. person (as defined in Regulation S under the Securities

Act) and is a "qualified institutional buyer" as defined in Rule 144A under the

Securities Act (a QIB) or acting on behalf of a QIB, or an institutional "accredited

investor" within the meaning of Rule 501(a)(1), (2), (3) and (7) of Regulation D under

the Securities Act or acting on behalf of accredited investors; or

II. not a U.S. person (as defined in Regulation S under the Securities Act) and is outside

the United States;

(vii) it is a sophisticated investor with experience in evaluating transactions such as the Proposed

Restructuring and has had access to such information as it deems necessary or appropriate in

connection with its decision to participate in the Proposed Restructuring;

(viii) it understands that by its acquisition or holding of any securities as a result of its decision to

participate in the Proposed Restructuring it is assuming and is capable of bearing the risk of

loss that may occur with respect to such securities, including the possibility that it may lose

all or a substantial portion of its investment in such securities;

(ix) any securities it acquires as a result of its decision to participate in the Proposed Restructuring

have not been registered under the Securities Act or under the securities laws of any state or

other jurisdiction of the United States, and that such securities are being offered to it in reliance

on an exemption from, or in transactions not subject to, the registration requirements of the

Securities Act; and

(x) its decision to participate in the Proposed Restructuring is based solely on its own independent

investigation and evaluation of the Group and in conducting such investigation and evaluation,

it has not relied on advice from the AHC Advisors (unless it is a member of the Ad-Hoc

0101521-0000029 UKO3: 2000454432.15 42

Committee) or the RCF Advisors (unless it is an RCF Lender) or from any Group Company

or their respective advisors.

(c) The representations set out in Clause 13.2(b) (Representations of the Participating Creditors) above

are deemed to be made (i) by each Original Participating Creditor on the date of this Agreement, and

(ii) by each other Participating Creditor on the date on which such Participating Creditor accedes to

this Agreement by delivery of a duly executed Accession Agreement, in each case by reference to the

fact and circumstances existing at that time.

(d) Delivery of an Accession Agreement by a Creditor constitutes confirmation by the relevant person

that the representations set out in Clause 13.2(b) (Representations of the Participating Creditors) are

true and correct in relation to it as at the date of delivery as if made by reference to the facts and

circumstances then existing.

(e) If an investment manager or investment adviser (as applicable) enters into or accedes to this Agreement

on behalf of funds or accounts it manages or advises, the representations set out in paragraphs (vii),

(viii), (ix) and (x) of Clause 13.2(b) (Representations of the Participating Creditors) above shall be

deemed to be given by that investment manager or investment adviser on behalf of the funds or

accounts that it manages or advises.

13.3 Representations of the Holdcos

(a) Each Core Holdco represents (for itself and on behalf of each Holdco that is not a Core Holdco) to the

other Parties that:

(i) it is duly incorporated and validly existing under the law of its jurisdiction of incorporation or

formation;

(ii) the obligations expressed to be assumed by it in this Agreement are legal, valid and binding

and enforceable, subject to any applicable Legal Reservations; and

(iii) it has the power to enter into, perform and deliver, and has taken all necessary action to

authorise its entry into, performance and delivery of this Agreement and (subject to the

fulfilment of the conditions to the implementation and consummation of the Proposed

Restructuring specified in the Restructuring Term Sheets and the Restructuring Steps Plan)

the transactions contemplated by this Agreement.

14. LOCK-UP FEE

(a) No later than 15 Business Days following the Effective Date, Abbot Group Limited (AGL) shall,

subject to the completion of any "know your customer" checks it may have in relation to any Lender

that is a Participating Creditor eligible to receive the Lock-Up Fee, pay (or procure payment) to each

Participating Creditor that has signed or acceded to this Agreement on the date falling 10 Business

Days following the Effective Date (the Fee Accrual Date) (and who remains a Participating Creditor

on, and is not in breach of its obligations under this Agreement as at, the date on which the Lock-Up

Fee is paid), or to an entity or entities under the control of such Participating Creditor, an amount equal

to 0.15 per cent. of such Participating Creditor’s Participating Creditor Exposure as at the Fee Accrual

Date.

(b) Payment of any amount to a Participating Creditor in accordance with paragraph (a) above shall be

made by the Company via the clearing systems in respect of any relevant Participating Creditor that is

a Noteholder or, if the relevant Participating Creditor is not a Noteholder, to the bank account directed

by the relevant Participating Creditor in writing to the Company in its Notice of Holdings, Accession

Letter or Transfer Notice (Participating Creditor to Additional Participating Creditor) (as applicable).

0101521-0000029 UKO3: 2000454432.15 43

(c) Each other Obligor (other than the Company) hereby irrevocably and unconditionally guarantees to

the relevant Participating Creditors the punctual performance by AGL of its obligations under this

Clause 14 (Lock-Up Fee) and undertakes to those Participating Creditors that if AGL (or another

Group Company) does not pay any amount when due under this Clause 14 (Lock-Up Fee), it shall

immediately on demand pay that amount as if it were the principal obligor.

(d) All payments to be made by AGL (or another Group Company on its behalf) and/or another Obligor

under this Clause 14 (Lock-Up Fee) shall be made in US Dollars in immediately available funds and

without (and free and clear of any deduction for) set-off or counterclaim.

(e) All payments to be made under this Clause 14 (Lock-Up Fee) shall be free and clear of any withholding

taxes or deductions. In the event that AGL and/or another Obligor is required to make any deduction

or withholding relating to taxes, AGL and/or that Obligor shall pay additional amounts such that the

net amount received by each applicable Participating Creditor after all such deductions and/or

withholdings is the same as the sum it would have received had no such deduction or withholding been

required or made.

(f) All amounts payable under this Clause 14 (Lock-Up Fee) are exclusive of amounts in respect of VAT.

AGL shall, on receipt of a valid VAT invoice from a Participating Creditor in relation to the payment

of the Lock-Up Fee, pay to that Participating Creditor any additional amounts in respect of VAT as

are chargeable on any supply for VAT purposes which that Participating Creditor is required to account

to the relevant taxation authority.

15. RESERVATION OF RIGHTS

(a) The Obligors acknowledge and agree that nothing in this Agreement shall:

(i) except as expressly agreed in this Agreement, constitute a waiver of any rights of any

Participating Creditor as between any Group Company and any Participating Creditor under

any Finance Document and, except as expressly agreed in this Agreement, each Participating

Creditor reserves any rights it may have against any Group Company under any Finance

Document; or

(ii) oblige any Creditor to make any further advances, or extension of credit available to, any

Group Company beyond that outstanding as at the Initial Calculation Time other than as

expressly contemplated by this Agreement.

(b) Except as expressly provided in this Agreement, the Finance Documents remain in full force and effect

and the Participating Creditors reserve all rights and remedies under the relevant Finance Documents.

16. SPECIFIC PERFORMANCE

Without prejudice to any other remedy available to any Party, the obligations under this Agreement

may, subject to applicable law, be the subject of specific performance by the relevant Parties. Each

Party acknowledges that damages shall not be an adequate remedy for breach of its obligations under

this Agreement.

17. FURTHER ASSURANCE

Subject to the terms of this Agreement, the Parties shall promptly execute and deliver such other

documents or agreements and take such other action as may be reasonably necessary or desirable for

the implementation of this Agreement and the consummation of the transactions contemplated by this

Agreement, the Restructuring Term Sheets (or any of them) and the Restructuring Steps Plan.

0101521-0000029 UKO3: 2000454432.15 44

18. AMENDMENTS AND WAIVERS

(a) Subject to paragraph (b) below, any amendments to, modifications of, or (unless otherwise expressly

specified) waivers in respect of, this Agreement (including the Restructuring Term Sheets and the

Restructuring Steps Plan) shall be effective if made in writing with the written consent of the

Company, the Majority Participating AHC Creditors and the Majority Participating RCF Lenders and

such amendments, modifications and waivers will be binding on all Participating Creditors.

(b) An amendment or waiver of:

(i) any term of this Agreement (including the Restructuring Term Sheets and the Restructuring

Steps Plan) which is minor or technical may be made by the Company, provided that the

Advisors agree in writing that such amendment is minor or technical in nature. Such

amendment or waiver shall be notified to all Participating Creditors by the Company (through

the Information Agent), and any such amendment or waiver will be binding on all Parties;

(ii) any term of this Agreement (including the Restructuring Term Sheets and the Restructuring

Steps Plan) which changes or has the effect of changing any of the Core Reinstated Bond

Terms may only be made with the consent of the Company and the Super Majority

Participating Creditors;

(iii) any term of this Agreement (including the Restructuring Term Sheets and the Restructuring

Steps Plan) which changes or has the effect of changing any of the Core Equity Terms may

only be made with the consent of the Company and the Super Majority Participating Creditors;

(iv) any term of this Agreement (including the Restructuring Term Sheets and the Restructuring

Steps Plan) relating to the terms of the Restructuring Term Sheets that relate to the Post-

Restructuring Security or the Post-Restructuring Obligors (unless such change is to increase

the number of Post-Restructuring Obligors or to increase the scope of the Post-Restructuring

Security) may only be made with the consent of the Company and the Super Majority

Participating Creditors.

(v) Clause 5.2(c)(ii) (Restructuring Documents) (and the provisions contained therein) may only

be made with the consent of the Company and each Reinstated Bilateral Facility Lender;

(vi) any term of the New LC Facility Term Sheet ( ), the LC Facility Run-Off Term

Sheet or the New Cash Management Facilities Term Sheet may only be made with the consent

of the Company and the relevant Reinstated Bilateral Facility Lender. For the avoidance of

doubt, where the "Change of Control" section of the New LC Facility Term Sheet ( ) or

the LC Facility Run-Off Term Sheet cross-refers to the definitions in the "Change of

Control" section of the Reinstated Bond Term Sheet, and the provisions in that section of the

Reinstated Bond Term Sheet are amended, the "Change of Control" section in the New LC

Facility Term Sheet ( ) and the LC Facility Run-Off Term Sheet will not have been

deemed to have been amended automatically, and any such amendment will require the

consent of the Company and (in respect of the New LC Facility Term Sheet ( )

and (in respect of the LC Facility Run-Off Term Sheet)

in accordance with this paragraph (vi);

(vii) any Core Intercreditor Term may only be made with the consent of the Company, the Super

Majority Participating Creditors and each Reinstated Bilateral Facility Lender;

(viii) any term of this Agreement (including the Restructuring Term Sheets and the Restructuring

Steps Plan) which affects any Participating Creditor disproportionately in comparison to other

Participating Creditors may not be effected without the consent of the Company and that

Participating Creditor;

0101521-0000029 UKO3: 2000454432.15 45

(ix) any term of this Agreement which changes or has the effect of changing any term of the

Warrants Term Sheet may only be made with the consent of the Participating Shareholders (if

any) and the Super Majority Participating Creditors;

(x) any term of this Agreement (including the Restructuring Term Sheets or the Restructuring

Steps Plan) relating to:

(A) the definitions of Current LC Facility Limit, Current Undertaking Facility Limit, LC

Facility, LC/Undertaking, Overdraft Facility, Permitted Security or Undertaking

Facility in Clause 1.1 (Definitions); or

(B) Clause 7.3 (Maintenance of Operational Facilities),

may only be made with the consent of the Company and the relevant Lender or Lenders in

respect of the Overdraft Facility, the LC Facility and the Undertaking Facility;

(xi) any term of this Agreement (including the Restructuring Term Sheets and the Restructuring

Steps Plan) relating to:

(A) the definitions of Majority Participating AHC Creditors, Majority Participating RCF

Lenders or Super Majority Participating Creditors in Clause 1.1 (Definitions);

(B) the definitions of End Date, Long-Stop Date (other than as expressly provided within

such definition), Termination Date or Proposed Restructuring, in Clause 1.1

(Definitions);

(C) Clause 12 (Termination);

(D) this Clause 18 (Amendments and Waivers); or

(E) a requirement to obtain the consent of all Participating Creditors or a particular

majority of Participating Creditors,

may only be made with the consent of the Company and all Participating Creditors.

(c) Any amendment or waiver referred to in this Clause 18 (Amendments and Waivers) shall become

effective and binding on all Parties on receipt of the requisite consents by the Company.

(d) The Company shall (through the Information Agent) promptly notify the Parties of any amendment or

waiver in respect of this Agreement (including the Restructuring Term Sheets and the Restructuring

Steps Plan).

19. MISCELLANEOUS

19.1 Construction

(a) From and after the Effective Date until (and including) the End Date:

(i) all references to the Credit Agreement and the Loan Documents shall mean such Credit

Agreement and such Loan Documents as modified by this Agreement and the other documents

executed pursuant hereto. This Agreement is designated a Loan Document for the purposes of

the provisions of the other Loan Documents; and

(ii) all references to the Notes Indentures and the Notes Documents (in each case, as defined under

the relevant Notes Indenture) shall mean such Notes Indenture and such Notes Documents as

0101521-0000029 UKO3: 2000454432.15 46

modified by this Agreement and the other documents executed pursuant hereto. This

Agreement is designated a Notes Document for the purposes of the provisions of the other

Notes Documents.

(b) Subject to the terms of this Agreement:

(i) the Credit Agreement will remain in full force and effect, and until (and including) the End

Date the Credit Agreement and this Agreement will be read and construed as one document;

and

(ii) each Notes Indenture will remain in full force and effect, and until (and including) the End

Date each Notes Indenture and this Agreement will be read and construed as one document.

19.2 Confidentiality

(a) Paragraphs (b) to (d) below shall not apply to any Original Participating Creditor or any other

Participating Creditor who has entered into a Confidentiality Agreement and the terms of the relevant

Confidentiality Agreements entered into with such Participating Creditors shall continue to apply.

(b) Subject to paragraphs (c) and (d) below, each Participating Creditor and each Core Holdco shall (and

shall procure that each Holdco that is not a Core Holdco will) keep confidential the terms of this

Agreement and all information provided to it under this Agreement.

(c) Each Participating Creditor and each Holdco may disclose to any of its affiliates and each Participating

Creditor may disclose to any person (a participant) with whom it is proposing to enter, or has entered

into, any kind of transfer, participation or other agreement in relation to this Agreement:

(i) a copy of this Agreement; and

(ii) any information which that Participating Creditor or Holdco (in its capacity as a Participating

Creditor or Holdco) has been provided to it under this Agreement,

but only if it agrees in writing with such participant for the benefit of each Participating

Creditor (other than the disclosing Participating Creditor, if applicable) and the Company to

keep the document or information confidential on the same terms (with consequential

changes) as are set out in this Clause 19.2 (Confidentiality).

(d) Each Participating Creditor and each Holdco is entitled to disclose the information referred to in

paragraph (c) above:

(i) in connection with any legal or arbitration proceedings arising out of or in connection with

this Agreement;

(ii) if required to do so by an order of a court of competent jurisdiction;

(iii) pursuant to any law or regulation including applicable insider trading and market abuse laws

in accordance with which that Participating Creditor or Holdco is required to act;

(iv) to a governmental, banking, taxation or other regulatory authority of any competent

jurisdiction;

(v) to its accountants or legal advisers or any other professional advisers; or

(vi) if such information is publicly available otherwise than through a default of that Participating

Creditor or Holdco.

0101521-0000029 UKO3: 2000454432.15 47

(e) Each Participating Creditor agrees that the Company shall not be required to cleanse any of the

information provided pursuant to the terms of this Agreement.

19.3 Public Announcements

Other than the Cleansing Announcement to be made in accordance with Clause 2(b)(iii) (Effective

Date), the Company shall not make (and shall procure that no other Group Company makes) any public

announcement regarding this Agreement or the Proposed Restructuring unless the contents of that

announcement have been agreed with the Majority Participating AHC Creditors and the Majority

Participating RCF Lenders (or their respective Advisors), provided that no reference shall be made to

the Shareholders in such an announcement without first being agreed with the Shareholders (or the

Shareholders’ Advisors), provided further that nothing shall restrict the Company, or any Group

Company, from making any public announcement which may be required by law, regulation or

applicable listing rules. If the Company, or any Group Company, is required by law regulation or

applicable listing rules to make an announcement regarding this Agreement or the Proposed

Restructuring, the Company (or the relevant Group Company) shall use reasonable endeavours to

consult with the Majority Participating AHC Creditors and the Majority Participating RCF Lenders

(or their respective Advisors) prior to making the announcement, but shall not be restricted by this

Clause 19.3 (Public Announcements) from complying with its legal, regulatory or listing rules

obligations.

19.4 Information Agent

(a) The Company has appointed the Information Agent who shall be responsible for reconciling

Participating Creditors' holdings of Existing Financings based on the information provided to it.

Determinations by the Information Agent in this regard shall be final and may not be disputed by any

Participating Creditor.

(b) Each Original Participating Creditor acknowledges that, on or following the Effective Date, the

Information Agent will launch a public process via the clearing systems in respect of each set of Notes

(the Public Process) to verify the holdings of Noteholders that are Participating Creditors and to

request other Noteholders to agree to the terms of this Agreement. Each Noteholder that is an Original

Participating Creditor undertakes to respond as soon as reasonably practicable to any request made by

or on behalf of the Information Agent in connection with the Public Process. Following the conclusion

of the Public Process, the Information Agent will confirm to the Company (and to the trustee and the

security agent in respect of each series of Notes) the Participating Creditor Exposures as at the relevant

time of the Noteholders that are Participating Creditors.

(c) Each Participating Creditor represents and warrants to the Company and the Information Agent that it

is the ultimate beneficial owner of an exposure under each Existing Financing in respect of which, and

in the amount which, it has stated or confirmed (directly or indirectly) to the Information Agent from

time to time that it holds an exposure.

(d) Until the End Date, each Participating Creditor shall, as soon as reasonably practicable following a

written request from the Information Agent, provide evidence to the Information Agent (in form and

substance satisfactory to the Information Agent) of its exposure in respect of the Existing Financings.

For the avoidance of doubt, delivery of a duly completed and signed Transfer Notice or Increase

Notice, if applicable, will satisfy a Participating Creditor's obligation under this paragraph.

(e) Each Lender that is a Participating Creditor acknowledges that the Information Agent may have access

to, and may rely on for the purposes of this Agreement, information regarding their holdings provided

by the Term Loan Administrative Agent and the Revolving Credit Administrative Agent.

(f) The Information Agent shall treat all information that it receives from Participating Creditors in

connection with this Agreement as strictly confidential information.

0101521-0000029 UKO3: 2000454432.15 48

(g) The Information Agent may rely on this Clause 19.4 (Information Agent) as if it was a party to this

Agreement.

(h) The Company shall be entitled to rely on any certificate or notice received from the Information Agent.

19.5 Severability

If a term of this Agreement is or becomes illegal, invalid or unenforceable in any respect in any

jurisdiction, such invalidity will not affect the legality, validity or enforceability:

(a) in that jurisdiction of any other term of this Agreement; or

(b) in other jurisdictions of that or any other term of this Agreement.

19.6 Third Party Rights

(a) Unless otherwise expressly provided for in this Agreement, a person who is not a Party may not

enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

(b) For the avoidance of doubt, notwithstanding any term of any Finance Document or any other term of

this Agreement, the consent of any person that is not a Party is not required to amend or vary this

Agreement at any time.

19.7 Counterparts

This Agreement may be executed in any number of counterparts and by the parties on separate

counterparts, each of which shall constitute an original and all of which together shall evidenc e the

same agreement.

19.8 Successors and assigns

This Agreement is intended to bind and inure to the benefit of the Parties and their respective

successors, assigns and transferees.

19.9 Privilege

Nothing in this Agreement shall require any Party (or any director, manager or officer of that Party)

to waive or forego the benefit of any applicable legal professional privilege.

19.10 Directors' duties and personal liability

(a) Nothing in this Agreement shall:

(i) restrict or attempt to restrict any officer, manager or director of any Holdco or Group Company

from complying with any fiduciary, common law, regulatory or legal obligation, requirement,

direction or instruction to commence insolvency proceedings or analogous proceedings in

respect of such Group Company; or

(ii) require any Party (or its directors, managers and/or officers) to take or refrain from taking any

action, or to procure that a Holdco or Group Company (or its directors, managers and/or

officers) take or refrain from taking any action, to the extent that taking or refraining from

taking such action would breach any director's manager’s and/or officer’s duties or

responsibilities or any regulatory requirements or directions (whether under statute or

common law or the equivalent in any jurisdiction), provided that in each case such breach

0101521-0000029 UKO3: 2000454432.15 49

cannot be avoided or remedied by taking reasonable steps which would not otherwise cause

material detriment to that Party.

(b) No personal liability shall attach to any director, officer or employee of any Holdco or Group Company

for any representation or statement made by such person in any certificate or notice given by or on

behalf of any Holdco or Group Company by any such director, officer or employee save in the case of

fraud, wilful default or gross negligence in which case liability (if any) shall be determined in

accordance with applicable law. Any such director, officer or employee may rely on and enforce this

provision as if he was a party to this Agreement.

19.11 Advisors

(a) Other than pursuant to the engagement letters of the Advisors or as expressly provided in this

Agreement, the Advisors (and their respective partners, directors, officers, employees and agents) shall

owe no duties, and shall not have any obligations of any kind, to any Party under or in connection with

the Proposed Restructuring or this Agreement and shall not be liable for any act or omission of any

kind in connection with the Proposed Restructuring or this Agreement other than in respect of fraud,

wilful default or gross negligence and no Party may take any proceedings against any such person in

respect of any claim it might have in respect of any such act or omission.

(b) No Advisor shall be obliged to take or refrain from taking any action, if such action or inaction would

or might (in each case in its reasonable opinion) constitute a breach of any law or regulation or a breach

of any fiduciary duty or duty of confidentiality which it is required to comply with or if such action or

inaction would be otherwise actionable at the suit of any person (and each Advisor may do anything

which in its reasonable opinion is necessary to comply with any such law, regulation or duty or to

avoid any such suit).

(c) The Parties agree that the AHC Advisors represent the Ad-Hoc Committee and the RCF Advisors

represent the RCF Lenders, and acknowledge that the Advisors are duly authorised to negotiate and

agree the Restructuring Documents on behalf of the Participating Creditors in accordance with this

Agreement.

(d) The Advisors may rely on this Clause 19.11 (Advisors) as if they were parties to this Agreement.

19.12 Execution by Participating Creditors

(a) Each Participating Creditor that is an RCF Lender and/or an Ancillary Lender is entering into this

Agreement in its capacity as an RCF Lender and/or an Ancillary Lender only, and only in respect of

Participating Credit Exposure it holds as an RCF Lender and/or an Ancillary Lender (other than any

Loan or Commitment it may hold as a Qualified Market Maker).

(b) Notwithstanding anything stated to the contrary under this Agreement, if a Participating Creditor is

entering into or acceding to this Agreement in respect of a specific business unit (as specified on its

signature page to this Agreement or any Accession Agreement) (a Specific Business Unit), then the

terms of this Agreement shall only apply to such Specific Business Unit and not to any other business

unit within that legal entity which has not signed or acceded to this Agreement (in accordance with

the terms of this Agreement), and therefore, that Participating Creditor shall not be required to procure

compliance with this Agreement on behalf of such other business unit within that legal entity

19.13 Notices

(a) Any communication in connection with this Agreement must be given by email. Except as provided

below, the notice details of each party for all communications in connection with this Agreement are

those as listed on its signature page to this Agreement or (in the case of a Participating Creditor that

accedes to this Agreement pursuant to Clause 9 (Accession)) its Accession Agreement.

0101521-0000029 UKO3: 2000454432.15 50

(b) The contact details of the Company for this purpose are:

E-mail: [email protected]

Attention: Tony Byrne, General Counsel

with a copy to: Allen & Overy LLP

E-mail: Kelly A&O Core Finance [email protected]

Attention: Ian Field / James Graham

(c) The contact details of the Information Agent for this purpose are:


(d) All communications under this Agreement to or from a Group Company (other than the Company)

must be sent through the Company.

(e) Any communication given to the Company in connection with this Agreement will be deemed to have

also been given to the other Group Companies.

(f) Any communication or document made or delivered by one person to another under or in connection

with this Agreement will only be effective when actually received in legible form and, if a particular

department or officer is specified as part of its address details provided, if addressed to that department

or officer.

20. GOVERNING LAW AND JURISDICTION

20.1 Governing law and jurisdiction

This Agreement and any non-contractual obligations arising out of or in connection with it are

governed by English law.

20.2 Jurisdiction of English courts

(a) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection

with this Agreement (including a dispute regarding the existence, validity or termination of this

Agreement) (a Dispute).

(b) The parties agree that the courts of England are the most appropriate and convenient courts to settle

Disputes and accordingly no party will argue to the contrary.

20.3 Service of process

(a) Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other

than an Obligor incorporated in England and Wales):

(i) irrevocably appoints the Company as its agent for service of process in relation to any

proceedings before the English courts in connection with this Agreement and the Company,

by its execution of this Agreement, accepts that appointment); and

(ii) agrees that failure by an agent for service of process to notify the relevant Group Company of

the process will not invalidate the proceedings concerned.

0101521-0000029 UKO3: 2000454432.15 51

(b) Each Participating Creditor acknowledges that any communications sent to the Company in its

capacity as agent for service of process in accordance with this Clause 20.3 (Service of process) must

also be copied to Allen & Overy LLP at the address provided in Clause 19.13 above.

THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.

SIGNATURES

[Signature pages deliberately removed]

Oblhwrname

KCA Deutag US Finance LLC

[Abbot Group Limited

IA.bbot Holdings Limited

IA.bbot Investments (North Africa) Limited

KCA Deutag (Land Rie:) Limited

KCA Deutag Alpha Limited

KCA Deutag Caspian Limited

IKCA Deutag Drilling Group Limited

IKCA European Holdings Limited

[Abbot Verwaltungsgesellschaft mbH

SC:mDULEl

OTIIER OBLIGORS

crmisdiction of incornoration

Delaware

England

!England

!England

England

England

England

!England

!England

Germany

Germany

Germany

Germany

Germany

Netherlands

Bentec GmbH Drilling & Oilfield Systems

IKCA Deutag Drilling GmbH

IKCA Deutag GmbH

KCA Deutag Tietbohrgesellschaft mbH

KCA Deutag Europe BV

IKCA Deutag Nederland BV !Netherlands

IA.bbot Holdings Norge AS IN01wav

KCA Deutag Drilling Norge AS No1way

IKCA Deutag Drilling Offshore Services AS IN01way

IKCA Deutag Holdings Norge AS IN01wav

KCA Deutag MODU Operations AS No1way

KCA Deutag Offshore AS No1way

KCA Deutag Enere:v Global LLC Oman

IKCA Deutag Enere:v International LLC Oman

0101521-0000029 UK03 2000454432.15 54

0101521-0000029 UKO3: 2000454432.15 55

KCA Deutag Energy LLC Oman

KCA Deutag Energy National LLC Oman

KCA Deutag Drilling LLC Russia

KCA Deutag Russia LLC Russia

KCA Deutag Gulf Drilling Limited Company Saudi Arabia

KCA Deutag Drilling Limited Scotland

KCA Deutag Technical Support Limited Scotland

KCA Deutag Rig Design Services Limited Scotland

SET Drilling Company Limited Scotland

KCA Deutag Pte Ltd Singapore

SCHEDULE 2

ORIGINAL PARTICIPATING CREDITORS

[Names of Original Participating Creditors deliberately removed]

0101521-0000029 UKO3: 2000454432.15 60

SCHEDULE 3

RESTRUCTURING TERM SHEETS

PART 1

DEBT DOCUMENTATION PRINCIPLES

0101521-0000029 UKO3: 2000683870.3 1

Debt Documentation Principles

This sets out the principles on which the Reinstated Bond, the New RCF Facility, the New LC Facilities and the New Cash Management Facilities will be documented.

Reinstated Bond:

The Reinstated Bond will be made available under a new indenture, the base for which will be the Group’s existing 2023 bond indenture amended to reflect the Reinstated Bond Term Sheet (the New Indenture).

New RCF Facility:

The New RCF Facility will be made available under a credit facility agreement (the New Facility Agreement). The base for the New Facility Agreement will be the LMA leveraged finance facility agreement amended to reflect the New RCF Term Sheet, the high yield covenants and defaults included in the Reinstated Bond and the definitions and other terms from the Group’s existing facility agreement (the Existing Facility Agreement).

New LC Facilities:

Each of the New LC Facilities will be made available under separate facility (each a New LC Facility Agreement). The base for each New LC Facility Agreement will be the LMA leveraged finance facility agreement amended to reflect the applicable New LC Facility Term Sheet.

New Cash Management Facilities:

New cash management facilities will be made available on the terms set out in the New Cash Management Facilities Term Sheet (the New Cash Management Facilities Agreement).

Other documentation:

Other documentation will include: (a) an intercreditor agreement establishing, inter alia, the relationship between the Reinstated Bond, the New RCF Facility, the New LC Facilities, the New Cash Management Facilities, certain hedging liabilities, certain intercompany loans and any shareholder loans (the New Intercreditor Agreement) and (b) all relevant security documentation (the New Security Documents).

The New Intercreditor Agreement will reflect the terms set out in the Security and Intercreditor Principles.

The New Security Documents will be based on the existing documentation as updated to reflect the terms set out in the Security and Intercreditor Principles.

Preparation of documentation:

Counsel to the Parent, Allen & Overy LLP, will draft the New Indenture, the New Facility Agreement, the New LC Facility Agreements and the New Intercreditor Agreement. Counsel to the new bondholders will draft the New Security Documents.

0101521-0000029 UKO3: 2000454432.15 61

PART 2

REINSTATED BOND TERM SHEET

Restated Bond Term Sheet

This term sheet sets out the terms for the restated bonds (the “Notes”) to be issued as part of the restructuring. Capitalized terms not otherwise defined herein will have the same meaning as provided in the indenture governing the Existing 2023 Notes (as defined below).

General

Principal Amount $500 million

Issue Date Completion Date

Issue Price 100%

Interest Rate 9.875%

Interest Payment Date June 1 and December 1 of each year, commencing on June 1, 2021

Maturity Date Five (5) years from the Issue Date.

Issuer KCA Deutag UK Finance plc

Guarantors Post Restructuring Obligors as set out in the Security and Intercreditor Principles

Security As set out in the Security and Intercreditor Principles

Intercreditor Agreement

The Notes will be subject to the New Intercreditor Agreement. Indebtedness incurred under (a) prong (i) of the Credit Facilities Basket (including any Reinstated Bilateral Facility Debt and any overdraft facility incurred thereunder) and (b) any currency and interest rate hedging, may have super senior priority status with respect to any proceeds from the enforcement of Collateral

Documentation The indenture for the Notes will be based on the existing indenture dated April 9, 2018 entered into by, among others, KCA Deutag UK Finance plc and KCA Deutag Alpha Limited, relating to the $400 million 9.625% Senior Secured Notes due 2023 (the Existing 2023 Notes), as amended by the terms set forth in this term sheet and certain other drafting changes.

Governing Law New York

Listing The International Stock Exchange

Trustee As per majority AHG selection in consultation with the Company

Settlement Euroclear/Clearstream

Optional Redemption

Redemption NC2, 50%, 25%, par Subject to a make-whole during the non-call period at a discount rate of T+50bps (T subject to zero floor)

2

Equity Claw 40% at rate equal to par plus coupon; 50% outstanding

10% Redemption at 103% During the non-call period, the Issuer may redeem up to 10% per calendar year at 103%

90% Squeeze Out Yes, for any tender offer

Change of Control

Change of Control Put Noteholder put right at 101% plus accrued and unpaid interest

Change of Control To remove prongs (2) (plan for liquidation or dissolution of the Company), (4) (Continuing Directors) and (5) (failing to own 100% of the Issuer) under “Change of Control” definition

Permitted Holders Any equity holder holding more than 10% of the voting power of the Voting Stock of the Company on the Issue Date plus any affiliates and related parties

Portability Ratings-based portability as follows: - if the Notes are rated BB+ (or equivalent) or better by at least

two of the three agencies immediately prior to signing of the relevant transaction, the Notes will be portable regardless of any post-Change of Control rating;

- if the Notes are rated B+ to BB (or equivalent) by two of the three agencies immediately prior to signing of the relevant transaction, at least two of the three rating agencies will need to affirm a post-Change of Control rating of at least BB for the Notes to be portable; and

- if the Notes are rated B (or equivalent) or lower by two of the three agencies immediately prior to signing of the relevant transaction, the Notes are not portable

Other Technical changes to be made to prevent Change of Control hair-trigger if shareholders enter into/withdraw from shareholders agreement

Covenants – General

Basket Growers To be based on EBITDA (as defined in the Existing Facility Agreement) which will include addbacks for the full run-rate effect of any synergies reasonably expected to be realized within 24 months and subject to a cap of 20% of EBITDA (after including such synergies) Grower baskets and ratios to be set based on FY2021 base case EBITDA of $231 million

Leverage Ratios All leverage ratios are net ratios and will exclude any Indebtedness outstanding under prong (i) of the Credit Facility basket (including any Reinstated Bilateral Facility Debt) and under any overdraft facility

Financial Maintenance None

3

Covenant

Covenants – Debt/Liens

Ratio Debt Fixed Charge Coverage Ratio (FCCR) of at least 2.0x May be secured by the Collateral on a junior basis

Credit Facilities Basket (i) Greater of $225 million and 100% of EBITDA for Credit Facilities, including any letter of credit/guarantee facility or overdraft facility; plus (ii) the maximum amount of Senior Secured Indebtedness such that Consolidated Senior Secured Net Leverage Ratio (CSSNLR) does not exceed 2.5 to 1.0) May be secured by the Collateral and in case of any Indebtedness incurred under prong (i) above, on a super senior basis No asset sale ratchet Debt that is not secured on the collateral on a pari passu basis with the Notes shall not count towards the CSSNLR

Dalma Acquisition Financing Basket

To be deleted

Capital Leases and Purchase Money Basket

Greater of $70 million and 30% EBITDA May be secured by the Collateral (but with respect to Capital Leases covering only the assets acquired, improved, constructed, leased with or financed by such Indebtedness, the shares of entities that own such assets, and receivables and bank accounts therefrom)

General Debt Basket Greater of $80 million and 35% EBITDA May be secured by the Collateral

Acquired / Acquisition Debt Unlimited acquired and acquisition debt so long as FCCR (or if Senior Secured Indebtedness, CSSNLR) test is met or FCCR (or if Senior Secured Indebtedness, CSSNLR) would not be worse as a result May be secured by the Collateral

Hedging Unlimited non-speculative currency and interest rate hedging May be secured by the Collateral on a super senior basis

Overdraft Facilities Unlimited May be secured by the Collateral and by non-Collateral

Contribution Debt 100% May be secured by the Collateral

Receivables Financing Unlimited non-recourse receivables financing and to be carved out of Indebtedness definition Unlimited advances on receivables factoring

4

Local Credit Facilities Greater of $25 million and 10% of EBITDA May be secured by the Collateral

Guarantees of JV Debt Greater of $20 million and 8% of EBITDA

Refinancing Indebtedness Refinancing Indebtedness in respect of any Indebtedness may be incurred from time to time after the termination, discharge, or repayment of that Indebtedness

Non-Guarantor Debt Cap Any member of Restricted Group may incur any Indebtedness, subject to a non-guarantor cap of the greater of $115 million and 50% of EBITDA under the FCCR-based ratio debt basket, FCCR-based acquisition debt basket, general debt basket and contribution debt basket

Reclassification Reclassification permitted, but Indebtedness incurred under prong (i) of the Credit Facilities Basket outstanding on Issue Date may not be reclassified

Permitted Liens General Basket

(a) Greater of $90m and 37.5% of EBITDA (Rigs to be carved out from this basket) and (b) greater of $25m and 10% of EBITDA under the Local Credit Facilities basket

Covenants - Restricted Payments

Build-up Basket 50% Consolidated Net Income (or 100% if negative) starting from the beginning of the fiscal quarter commencing immediately after the Issue Date; provided no Events of Default/Default and there is capacity to incur $1 of Indebtedness under the FCCR test Starter basket of $25 million

RP Leverage Basket Consolidated Net Leverage Ratio (CNLR) does not exceed 0.5x inside CNLR on the Issue Date Does not reduce build-up basket

General RP Basket Greater of $45 million and 20% of EBITDA

Permitted Investments General Basket

Greater of $80 million and 35% of EBITDA

Post-IPO Dividends Basket Following the Initial Public Offering, greater of (i) 6% of net cash proceeds received by the Company from an equity offering and (ii) (A) the greater of 7% of the Market Capitalization and 7% of the IPO Market Capitalization; provided that CNLR does not exceed CNLR on the Issue Date, and (B) the greater of 5% of the Market Capitalization and 5% of the IPO Market Capitalization; provided that CNLR does not exceed 0.5x above CNLR on the Issue Date

Investments in Joint Venture and Unrestricted Subsidiaries

Combined basket for investments in joint ventures and Unrestricted Subsidiaries up to the greater of $80 million and 35% of EBITDA

Management Equity Repurchases

Greater of $7 million and 3% of EBITDA per calendar year (and following the Initial Public Offering, greater of $10 million and 5%

5

of EBITDA per calendar year), with unlimited carry-forward to succeeding years, subject to approval of the Company’s Board of Directors.

Parent Expenses Customary expenses, plus general basket of greater of $5m and 2% of EBITDA in any 12-month period

Management Advances General Basket

Greater of $5 million and 2% of EBITDA, subject to approval of the Company’s Board of Directors

Asset Sales

De Minimis Threshold Greater of $25 million and 10% of EBITDA

Designated Non-Cash Greater of $35 million and 15% of EBITDA

Excess Proceeds Offer Greater of $45 million and 20% of EBITDA

Transactions with Affiliates

De Minimis Threshold Greater of $10 million and 5% of EBITDA

Board Approval Threshold Greater of $30 million and 12.5% of EBITDA

Fairness Opinion Threshold Not applicable

Other

Limitation on Guarantee Additional guarantee of a Restricted Subsidiary that guarantees (i) any public debt or (ii) any Credit Facility exceeding $20 million of the Issuer or a Guarantor, subject to the Agreed Security Principles

IFRS 16 All calculations are on a post-IFRS 16 basis Carve out all ordinary course lease obligations (operating leases). All leases to be carved out of the numerator of all leverage calculations, except that CSSNLR will include leases to the extent that they are secured on the Collateral

Affiliate Disenfranchisement

Creditor SPV shareholders not disenfranchised; standard disenfranchisement provision otherwise applies

Covenant Calculation Flexibility

Covenant calculation timing flexibility for all transactions, to permit calculation at signing of agreement and not at closing as per recent market precedents For purposes of calculating any capacity under any ratio-based basket, any amounts incurred under any fixed (or other non-ratio-based) basket on the same date within the same covenant shall be disregarded

Permitted Reorganization To add concept as per recent market precedents

Unrestricted Subsidiary Amend to reflect recent market precedents with respect to allowing designation as long as no default

Parent Debt Customary mechanics to be added to allow for servicing of any parent debt to be incurred at a holding company or other financing vehicle above the credit group

Sale of “all or substantially To be specified that the sale of assets representing less than 50% of

6

all” of properties or assets total assets (including goodwill and intangibles) or EBITDA will not be deemed to constitute the sale of all or substantially all assets

Definition of Asset Sale Solely for the third paragraph under the Asset Sale covenant, exclude asset sales, the proceeds of which are used to make a Restricted Payment or Permitted Investment

Reclassification Permit reclassification with respect to the Restricted Payments (including, for the avoidance of doubt, Permitted Investments) and Liens covenants

Events of Default

Cross-payment / Cross-acceleration Default


Judgment Default Greater of $45 million and 20% of EBITDA

Impairment of Security Default


Acceleration Threshold 30%

Make-whole on Acceleration

No

0101521-0000029 UKO3: 2000454432.15 62

PART 3

NEW LC FACILITY TERM SHEET ( )

0101521-0000029 UKO3: 2000713116.9 1

New LC Facility Term Sheet ( )

This term sheet sets out the terms for a new bilateral super senior LC/bank guarantee facility to be put in place as part of the restructuring.

PARTIES

Holdco: A newly incorporated company under the laws of England.

Parent: KCA Deutag Alpha Limited, a company incorporated under the laws of England.

Borrowers: Abbot Group Limited, Abbot Holdings Limited, Abbot Holdings Norge AS, Bentec GmbH Drilling And Oilfield Systems, KCA Deutag Alpha Limited, KCA Deutag Caspian Limited, KCA Deutag Drilling (Ben Rinnes) AS, KCA Deutag Drilling Gmbh, KCA Deutag Drilling Group Limited, KCA Deutag Drilling Limited, KCA Deutag Drilling Norge AS, KCA Deutag GmbH, KCA Deutag Holdings Norge AS, KCA Deutag Offshore AS, KCA Deutag Technical Support Limited, KCA European Holdings Limited, Set Drilling Company

Bank:

Agent: None – bilateral facility

Security Agent: Lucid or GLAS

NEW LC FACILITY

Facility Limit: USD60million (provided that only USD50million may be utilised until the Undertaking has been cancelled and returned). In the event that the Undertaking has not been cancelled and returned within 6 months after the Completion Date, the Facility Limit shall be automatically permanently reduced to USD50million.

DCS sub-limit: USD19million reducing to USD12million after the Undertaking has been cancelled and returned

Customs bond sub-limit: USD15million

The available amount of each limit shall be reduced by the aggregate amount of any outstanding Undertaking issued under it. The availability under any limit will not increase as a result of any cash cover.

The DCS sub-limit and the Custom bond sub-limit shall not operate to provide for sub-tranches of the Facility that may only be used to issue Direct Credit Substitutes or Custom Bonds (as the case may be).

New LC Facility: Committed facility (with a base currency in USD) which may be utilised by way of letters of credit, bank guarantees, completion or performance bonds, bid/tender bonds, custom bonds, advance payment guarantees, tax bonds (Undertakings), in each case issued in the ordinary course of trading and any other instrument agreed between the Company and the Bank.

0101521-0000029 UKO3: 2000713116.9 2

In the event that an Undertaking is to be issued other than in the ordinary course of trading, the Borrower shall be required to post cash cover prior to the issuance of that Undertaking.

The facility shall not be capable of being drawn or made available in cash.

Ranking: Senior secured. Pari passu with the Reinstated Bond and New LC Facilities as further described in the Security and Intercreditor Principles term sheet.

Approved Currencies:

Euros, USD, Sterling, Omani Rial, Kuwaiti Dinar, Saudi Riyal, Mexican peso, Norwegian Krone, Algerian Dinar, Polish Zloty, Russian Rouble, Albanian Lek, United Arab Emirates Dirham and/or any other currency approved by the Bank

Termination Date:

5 years from the Completion Date less 30 days.

Availability Period:

From the Completion Date to the date falling one month prior to the Termination Date.

Existing Undertakings:

Undertakings issued by the Bank and existing on the restructuring date will be deemed automatically to have been issued under the New LC Facility Agreement.

Any cash cover issued in respect of any existing Undertaking shall be released.

Conditions to issuance:

As per standard new LC issuance conditions under LMA RCF and any additional conditions which form part of the Existing Ancillary Agreement.

Expiry Date of Undertakings:

There shall be no limit on the tenor or expiry date of any Undertaking, provided that, if the expiry date of an Undertaking (other than a Customs or tax bond or if issued in favour of a governmental authority1 (but, in the case of a governmental authority, only where such bonds do not have an expiry date)) falls after the Termination Date, not later than 3 months prior to the Termination Date, a Borrower shall be required to post cash cover in an amount equal to the notional amount of that Undertaking or to procure that indemnity cover is issued in favour of the Bank in respect of that Undertaking (from a person and on terms acceptable to the Bank).

There shall be no ability to issue evergreen Undertakings (other than Undertakings which are Customs or tax bond or if issued in favour of a governmental authority).

Cash Cover: A Borrower shall not be required to post any cash cover during the term of the New LC Facility except:

(a) in the circumstances described in this term sheet;

(b) to the extent not already provided, on the Termination Date; or

(c) if a notice of acceleration is delivered under the terms of the New Facility Agreement.

“cash cover” has the meaning given in the LMA leveraged finance agreement, provided that a reference to any person being required to provide cash cover shall also

1 Note: The term “governmental authority” shall include any nation or government, any state or other political subdivision thereof and any

entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, but for the avoidance of doubt shall not include any nationalised or state-owned company.

0101521-0000029 UKO3: 2000713116.9 3

include that person providing Indemnity Cover. Any cash cover shall be deposited into an account in the name of the Borrower and subject to controls specified in the definition of “cash cover” in the LMA leveraged finance agreement.

“Indemnity Cover” in respect of any Undertaking means, any guarantee, letter of credit, bond, indemnity or other assurance against loss issued in favour of the Bank in respect of amounts due under such Undertaking, in form and substance, and on terms, acceptable to the Bank (acting in its sole discretion noting that specific internal approvals of the Bank will be required to be obtained).

The Bank can open accounts and accept cash cover denominated in EUR, USD, GBP, SGD, CAD, OMR, KWD, SAR, NOK, PLN and AED (the Cash Cover Currencies).

In the event that either (i) cash cover is required to be posted for an Undertaking which is not denominated in a Cash Cover Currency or (ii) the relevant Borrower elects to post cash cover in a currency which is not in the same currency as that of the relevant Undertaking (Non-Face Currency Cash Cover), the relevant Borrower shall be required to:

(a) post Non-Face Currency Cash Cover in USD only; and

(b) post Non-Face Currency Cash Cover in an amount equal to 115 per cent. of the notional amount of the relevant Undertaking (or 110 per cent. of the notional amount of the relevant Undertaking if the currency of the Undertaking is USD, GBP or EUR and the relevant Borrower has elected Non-Face Currency Cash Cover). In the event that as a result of currency fluctuations:

a. the Non-Face Currency Cash Cover falls below 100 per cent. of the notional amount of the relevant Undertaking, the relevant Borrower shall be required to promptly provide additional Non-Face Currency Cover up to 115 per cent. of the notional amount of the relevant Undertaking; and

b. the Non-Face Currency Cash Cover increases above 125 per cent. of the notional amount of the relevant Undertaking, the Bank shall return such amount of cash cover to the relevant Borrower to return the Non-Cash Currency Cash Cover to 115 per cent. of the notional amount of the relevant Undertaking.

The effect of currency fluctuations shall be determined (and any necessary increase by the Borrower or return by the Bank) on a quarterly basis.

The applicable exchange rate for the purposes of the New LC Facility Agreement will be the Bank’s spot rate of exchange for the purchase and sale of the relevant currency with sterling in the interbank market where its operations are then being conducted, at or about 7.30am, London time, on such date (the Spot Rate of Exchange).

Existing Undertaking:

The Company shall ensure that the existing Undertaking issued in favour of (the Undertaking) shall be cancelled and returned to the Bank within 6

months after the Completion Date.

0101521-0000029 UKO3: 2000713116.9 4

PRICING

Issuance Fees: Issuance fees are calculated on (a) the outstanding notional amount of each Undertaking less (b) any amount which has been repaid including as a result of the provision of cash cover from the date of issue of that Undertaking until its expiry date (or, if earlier, the date on which it was repaid) (a Repaid/Cash Covered Portion). The issuance fee applicable to any Repaid/Cash Covered Portion shall be equal to 0.25% of the notional amount of the relevant Undertaking. For the avoidance of doubt, no credit interest will be payable on amounts provided as cash cover.

Undertakings which are Direct Credit Substitutes: 5.25 per cent. per annum payable quarterly in arrears. No ratchet pricing.

Undertakings which are not Direct Credit Substitutes, to be calculated in accordance with the following table payable quarterly in arrears:

Senior Secured Gross Leverage Ratio2

Applicable Margin - Undertakings which are not a

Custom Bond or DCS

Applicable Margin - Undertakings which are a

Custom Bond

Greater than 4.75:1.00 4.25% per annum 4.75% per annum

Greater than 4.25:1.00 and equal to or less than 4.75:1.00 4.00% per annum 4.50% per annum



Equal to or less than 3.25:1.00 3.25% per annum 3.75% per annum

Commitment Fees:

35% of the Issuance Fee applicable to Undertakings which are not Direct Credit Substitutes or Customs bonds payable quarterly in arrears. Commitment fees only payable on the $50million limit until the Undertaking has been returned and cancelled, thereafter commitment fees shall be payable on the full $60million limit.

MATERIAL SUBSIDIARIES AND GUARANTOR COVERAGE TEST

Material Subsidiary:

As per Existing Facility Agreement

Guarantor coverage test:

As per Existing Facility Agreement

OTHER TERMS

Change of Control:

Definitions as per Reinstated Bond but without “Portability”.

The Borrower shall be required to post cash cover immediately upon the occurrence of a change of control.

2 Note: The numerator shall include all gross debt drawn in cash (including any debt forming part of the Credit Facilities Basket), excluding

lease liabilities.

0101521-0000029 UKO3: 2000713116.9 5

Upon a change of control, no Borrower may request, and the Bank shall not be obliged to issue, any Undertaking.

Mandatory prepayment - excess cashflow:

None

Mandatory prepayment – other:

No other mandatory prepayment provisions but the Asset Sale covenant from the Reinstated Bond will apply

Incurrence covenants:

To be incorporated from the terms set out in the Reinstated Bond as a schedule to the New Facility Agreement (the Covenant Schedule). The Bank shall have the sole right to agree to any amendment or waiver required in respect of any such terms for the purposes of the New LC Facility Agreement.

Representations, information and other undertakings:

As set out in Schedule 1.

Financial Covenant:

As set out in Schedule 2. Failure to comply with the Financial Covenant at any time shall not be an event of default but shall trigger a right for the Bank to require that the Borrower posts cash cover in respect of the total amount of all issued Undertakings, such cash cover to be posted:

(a) within 30 days of such failure to comply with the Financial Covenant; and

(b) in USD only with the amount of the cash cover to be 100% of the aggregate outstanding amount of all issued Undertakings calculated at the Spot Rate of Exchange on the Business Day before such cash cover is posted.

Cash cover shall not be returned to the relevant Borrower if compliance with the Financial Covenant is cured prior to the next test date.

Events of default:

Non-payment, breach of other obligations, misrepresentation, cross-payment default/acceleration, insolvency, insolvency proceedings, creditors’ process, unlawfulness and invalidity, intercreditor agreement, cessation of business, audit qualification, expropriation, repudiation and rescission of agreements and litigation with materiality and numerical thresholds as per Existing Facility Agreement.

Cross-default (other than cross-payment default/acceleration) shall not be an event of default, but upon a cross-default no Borrower may request, and the Bank shall not be obliged to issue, any Undertaking.

Assignments, Transfers and Sub-participations by Lenders:

Transfer of whole commitment only - no partial transfers.

Save as otherwise provided below, commitments and participations assignable or transferable to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purposes of making, purchasing or investing in loans, securities or other financial assets, subject to the Parent's prior consent.

0101521-0000029 UKO3: 2000713116.9 6

Lenders shall not be prohibited from entering into any sub-participation in respect of, or enter into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of, any commitment or amount outstanding under the New LC Facility provided that the Lender remains liable under the relevant New Facility Agreement in relation to those obligations and, if pursuant to that arrangement, the Lender transfers its voting rights under the Finance Documents, the consent conditions set out in the paragraph above must be complied with.

Lenders under the New LC Facility must have a minimum rating of BBB+/Baa1.

The consent of the Parent shall not be required in connection with an assignment, transfer or participation:

(a) to an affiliate of the Bank (provided that such affiliate or related fund does not have, as one of its principal activities, investing in distressed assets); or

(b) to a person on a white list3; or

(c) while a non-payment/insolvency Event of Default is continuing,

provided that the prior consent of the Parent shall always be required if the assignment, transfer or participation is to a person which is, or is acting on behalf of or is fronting for, a loan to own/distressed debt investor or an industry competitor.

Anti-corruption and sanctions:

To include anti-corruption, financial crime and sanctions provisions in form and substance satisfactory to the Bank.

Governing Law: English provided that the Covenant Schedule will be interpreted in accordance with New York law.

Jurisdiction: Courts of England.

3 Note: To include

together with a catch all including “any other clearing bank with the ability to issue Undertakings similar to those under

the New LC Facility”. No Borrower shall have a unilateral right to remove names from the white list.

0101521-0000029 UKO3: 2000713116.9 7

SCHEDULE 1

REPRESENTATIONS AND UNDERTAKINGS

1. REPRESENTATIONS

1.1 Representations

Representations based on the LMA RCF to cover: status(*), binding obligations(*), non-conflict with other obligations(*), power and authority(*), validity and admissibility in evidence(*), governing law and enforcement(*), insolvency, no filing or stamp taxes, deduction of tax, no default, financial statements(*for new statements only), no proceedings, no breach of laws, environmental laws, taxation, anti-corruption law, security and financial indebtedness, ranking, good title to assets(*), legal and beneficial ownership(*), shares, intellectual property, group structure chart, COMI(*) and sanctions. There will be no “mac” reps. Items marked with an asterisk(*) are the repeating representations. Materiality and any applicable numerical thresholds will be as per Existing Facility Agreement.

2. INFORMATION AND GENERAL UNDERTAKINGS

General undertakings: restrictive undertakings as per the Reinstated Bond plus the following based on the LMA RCF authorisations, compliance with laws, environmental compliance, environmental claims, anti-corruption law, taxation, preservation of assets, pari passu ranking, insurance, pensions, people with significant control regime, access, intellectual property, financial assistance, guarantor cover test, further assurance. Materiality and any applicable numerical thresholds will be as per Existing Facility Agreement.

Information undertakings: based on LMA but only covering: quarterly and annual financial reporting together with any other reports required to be delivered under the Reinstated Bond documentation (to be delivered at the same time it is delivered to noteholders), monthly management accounts (plus commentary) within 30 days after each month end, certain miscellaneous information. No budgets, cashflow forecasts, comparisons provided. No bank presentation but the Bank shall have a right to attend any noteholder calls (but without any right to speak). Leverage calculation certificate to be provided with quarterly reporting for the purpose of Schedule 2.

0101521-0000029 UKO3: 2000713116.9 8

SCHEDULE 2

FINANCIAL COVENANT

1. FINANCIAL COVENANT

Senior Secured Gross Leverage Ratio (Senior Secured Indebtedness4 to EBITDA) to be ≤ 4.5:1. Level flat throughout the life.

First test date shall be 31 December 2020. Tested every 3 months.

Breach shall:

(a) trigger a right for the Bank to require that the Borrower posts cash cover in respect of the total amount of all issued Undertakings, such cash cover to be posted within 30 days of such failure to comply with the Financial Covenant; and

(b) be a drawstop in respect of new Undertakings unless cured or cash cover is provided for new Undertakings.

There shall be no deemed cure and no ability to cure the breach prior to the next test date.

2. FINANCIAL DEFINITIONS

As per Existing Facility Agreement but subject to any amendments agreed between management and the Bank.

3. CALCULATION ADJUSTMENTS

As per Existing Facility Agreement with certain adjustments agreed between management and the Bank.

4. EQUITY CURE

As per Existing Facility Agreement but with the ability to have four cures and no more than two cures in any financial year and no cap on the amount of the cure.


lease liabilities.

0101521-0000029 UKO3: 2000454432.15 63

PART 4

NEW CASH MANAGEMENT FACILITIES TERM SHEET

0101521-0000029 UKO3: 2000742829.9 1

New Cash Management Facilities Term Sheet

This term sheet sets out the terms on which the Existing Cash Management Facilities (as defined below) are

to continue to be provided (and amended in the case of the Overdraft) as part of the restructuring (for the

purposes of this term sheet, the New Cash Management Facilities).

Existing Cash Management Facilities means each of:

(a) each BACS facility made available to each of KCA Deutag Drilling Ltd, KCA Deutag Operations

Services DMCC, Prorig Ltd and KCA Deutag Technical Support Ltd (the BACS Facility);

(b) the commercial bank accounts in the names of Abbot Group Ltd, Abbot Holdings Ltd, Abbot Holdings

Norge AS, Abbot Investments North Africa Ltd, KCA Deutag Alpha Limited, KCA Deutag Caspian

Ltd, KCA Deutag Drilling Offshore Services AS, KCA Deutag Drilling Canada Inc, KCA Deutag

Drilling Group Ltd, KCA Deutag Drilling Ltd, KCA Deutag Drilling Norge AS, KCA Deutag

Enterprises Ltd, KCA Deutag Europe BV, KCA Deutag Finance I Ltd, KCA Deutag GmbH, KCA

Deutag Holding Norge AS, KCA Deutag Holdings Ltd, KCA Deutag Land Rig Limited, KCA Deutag

Investments Ltd, KCA Deutag LLC, KCA Deutag Ltd, KCA Deutag Modu Operations AS, KCA

Deutag Offshore AS, KCA Deutag Operations Services DMCC, KCA Deutag PTE Ltd, KCA Deutag

Rig Co Limited, KCA Deutag Rig Design Ltd, KCA Deutag Tech Support Ltd, KCA Deutag Tiefbohr

MBH, KCA Deutag Tender Barges (Offshore) PTE, KCA Deutag UK Finance plc, KCA Drilling

Limited Group (Life Assurance), KCA European Holdings Ltd, KCAD Holdings II Ltd, Prorig

Limited and RDS Energy Solutions Limited (the Bank Accounts);

(c) the online banking platform made available to the same entities as those with Bank Accounts

(the Online Banking Platform);

(d) the notional pooling service made available to Abbot Group Limited, Abbot Holdings Ltd, Abbot

Holdings Norge AS, Abbot Investments (North Africa) Ltd, KCA Deutag Alpha Limited, KCA Deutag

Caspian Limited, KCA Deutag Drilling Group Limited, KCA Deutag Drilling Limited, KCA Deutag

Drilling Norge AS, KCA Deutag Drilling Offshore AS, KCA Deutag Holding Norge AS, KCA Deutag

Offshore AS, KCA Deutag Technical Support Ltd and KCA European Holdings Ltd (the Cash

Pooling Service);

(e) the corporate credit card facility made available to KCA Deutag Technical Support Ltd (the Credit

Card Facility); and

(f) the net overdraft facility made available to date pursuant to the ancillary facility dated 25 September

2018 (as amended by the standstill agreement dated 2 May 2020) between among others KCA Deutag

Alpha Limited and (the Overdraft).

PARTIES

Holdco: A newly incorporated company under the laws of England.

Parent: KCA Deutag Alpha Limited, a company incorporated under the laws of England.

Overdraft

borrowers and

companies party

to Cash Pooling

Service:

Abbot Group Limited, Abbot Holdings Limited, Abbot Holdings Norge AS, KCA

Deutag Alpha Limited, KCA Deutag Caspian Limited, KCA Deutag Drilling Group

Limited, KCA Deutag Drilling Limited, KCA Deutag Drilling Norge AS, KCA Deutag

Drilling Offshore Services AS, KCA Deutag Holdings Norge AS, KCA Deutag

0101521-0000029 UKO3: 2000742829.9 2

Offshore AS, KCA Deutag Technical Support Limited, KCA European Holdings

Limited and any other member of the Group agreed by the Bank.

Company parties

to the BACS

Facility, the

Credit Card

Facility, Online

Banking

Platform and

Bank Accounts

The company parties to whom the BACS Facility, the Credit Card Facility and the

Online Banking Platform are currently made available to as defined above.

Bank Accounts in the names of those company parties defined above.

Bank:

NEW CASH MANAGEMENT FACILITIES

Facilities: Each of the Existing Cash Management Facilities will continue to be provided subject

to the new terms set out in this term sheet.

Overdraft

Facility Limits:

Gross limit: USD 200m on the Completion Date.

Net limit: USD zero at all times (aggregated across all Overdraft balances and all cash

balances in each of the Cash Pooling Services and across all of the Approved

Currencies)

Overdraft

Pricing on debit

balances

Turn Rate 1%

Ranking: Senior secured. Pari passu with the Reinstated Bond and New LC Facilities as further

described in the Security and Intercreditor Principles term sheet.

Approved

Currencies:

Overdraft: USD, EUR, GBP, NOK, CAD, RUB and any other currency agreed by the

Bank

Cash Pooling Service: USD, EUR, GBP, NOK and any other currency agreed by the

Bank

Termination

Date:

The Overdraft, the Cash Pooling Service, the BACS Facility and the Credit Card

Facility shall each be uncommitted and may be withdrawn on demand by the Bank at

any time.

In addition to the rights of enforcement and netting and set-off referred to below (which

shall be exercisable at any time), the Bank may cancel, close or withdraw access (as

applicable) to all or any part of the Bank Accounts and/or the Online Banking Platform

by giving the Parent at least 6 months prior written notice, subject always to the Bank’s

ability to cancel, close or withdraw access (as applicable) immediately as a result of

the Bank’s Standard Compliance Exclusions set out in the Schedule to this term sheet.

OTHER TERMS

Documentation: Overdraft: To be documented in a new agreement to be entered into based on the

Bank’s standard terms and conditions together with any additional terms set out in this

term sheet (the New Cash Management Agreement).

0101521-0000029 UKO3: 2000742829.9 3

Cash Pooling Service, BACS Facility and Credit Card Facility: To continue to be

provided on the Bank’s existing documentation (with no new documentation to be

entered into other than to reflect this term sheet).

Bank Accounts and Online Banking Platform: To continue to be provided on the

Bank’s existing documentation, with a new side letter to be entered into confirming

that the Bank may cancel, close or withdraw access (as applicable) to all or any part of

the Bank Accounts and/or the Online Banking Platform by giving the Parent at least 6

months prior written notice, subject always to the Bank’s ability to cancel, close or

withdraw access (as applicable) immediately as a result of the Bank’s Standard

Compliance Exclusions set out in the Schedule to this term sheet.

Netting and set-

off

In addition to customary enforcement rights including the ability to take action if other

enforcement action is being taken (as set out in the New Intercreditor Agreement), there

shall be no restrictions on the Bank’s ability to net or set-off any cash management

liabilities in accordance with the terms of the New Cash Management Agreement or in

the case of the Cash Pooling Service, BACS Facility, Credit Card Facility, Bank

Accounts or Online Banking Platform, the Bank’s existing documentation.

Facility terms

and information

provision:

The New Cash Management Agreement will not benefit from any of the terms of the

Reinstated Bond or other provisions except that the Parent shall also deliver the

quarterly and annual financial reporting, together with any other reports required to be

delivered under the Reinstated Bond documentation at the same time it is delivered to

noteholders.

In addition, the New Cash Management Agreement will include obligations on the

Parent to provide:

(a) monthly management accounts (together with the accompanying CEO report

containing commentary on the monthly management accounts) within 30 days after the

end of each month

(b) a calculation of the Senior Secured Gross Leverage Ratio (Senior Secured

Indebtedness1 to EBITDA) of the Group on a quarterly basis.

Governing Law: English law.

Jurisdiction: Courts of England.


lease liabilities.

0101521-0000029 UKO3: 2000742829.9 4

SCHEDULE

STANDARD COMPLIANCE EXCLUSIONS

The following is an extract of the exclusions from the Bank’s standard terms and conditions:

1.1 you become insolvent;

1.2 you are, or we reasonably suspect you may be, using or obtaining, or allowing someone else to use or

obtain, an account, service or money illegally or fraudulently;

1.3 your behaviour is improper, for example you act in a threatening or violent manner towards staff;

1.4 you weren’t entitled to open your account or to the service, or are no longer entitled to have the account

or the service;

1.5 we discover, or reasonably suspect, that you’re using the account for a purpose not covered by this

agreement;

1.6 you haven’t provided us with adequate information that we’ve requested in relation to your liability

for tax;

1.7 we reasonably consider that you’ve placed us in a position where we might break a law, regulation,

code, court order or other duty, requirement or obligation or we, or another company,

may be exposed to action or censure from any government, regulator or law enforcement agency;

1.8 there has been, or we suspect, a breach of security or misuse of your account, security details or a

payment device;

1.9 you’ve provided us with any false information; or

1.10 you’re involved, or we reasonably believe that you’re involved, in criminal activity of any kind

whether or not linked to your account or your relationship with us

0101521-0000029 UKO3: 2000454432.15 64

PART 5

SECURITY AND INTERCREDITOR PRINCIPLES

0101521-0000029 UKO3: 2000683611.5 1

Security and Intercreditor Principles

GUARANTORS

Post-Restructuring Obligors:

Abbot Group Limited, Abbot Holdings Limited, KCA Deutag (Land Rig) Limited, KCA Deutag Alpha Limited, KCA Deutag Drilling Group Limited, KCA Deutag UK Finance Plc, KCA European Holdings Limited, Set Drilling Company Limited, KCA Deutag Caspian Limited, Abbot Verwaltungsgesellshaft MbH, Bentec GmbH Drilling And Oilfield Systems, KCA Deutag Drilling GmbH, KCA Deutag GmbH, KCA Deutag Tiefbohrgesellschaft MbH, KCA Deutag Europe B.V., KCA Deutag Nederland B.V., Abbot Holdings Norge AS, KCA Deutag Drilling Norge AS, KCA Deutag Drilling Offshore Services AS, KCA Deutag Holdings Norge AS, KCA Deutag Modu Operations AS, KCA Deutag Offshore AS, KCA Deutag Energy International LLC, KCA Deutag Energy LLC, KCA Deutag Drilling LLC, KCA Deutag Russia LLC, KCA Deutag Gulf Drilling Limited Company, KCA Deutag Drilling Limited, KCA Deutag Technical Support Limited

Holdco will only be a party to the Intercreditor Agreement and will give third party share security over the shares of the Parent and an assignment of any downstream loans but will not be a guarantor.

SECURITY

Transaction Security:

Existing security to be released and new security taken. Subject to the Agreed Security Principles, new first ranking (to the extent possible) security package to cover security over shares of all Obligors, material bank accounts and intercompany receivables. Floating charge to be granted by English companies.

Agreed Security Principles:

As per Existing Facility Agreement but updated to reflect the updated security package and current market terms

INTERCREDITOR PRINCIPLES

General principles:

Intercreditor Agreement to be redrafted based on LMA super senior intercreditor documentation and updated to reflect current European leveraged finance market terms including ability to incur second lien and senior unsecured notes

Ranking: The principal borrowing claims, guarantee claims and security claims shall be ranked in the following order:

First: the Reinstated Bond, the New RCF Facility, the New LC Facilities, any future senior secured loan or notes liabilities, any hedging liabilities and cash management liabilities (including the New Cash Management Facilities) (the Priority Liabilities)

Second: second lien liabilities

Third: any senior unsecured liabilities

Payment waterfall:

All amounts received or recovered by the security agent pursuant to the terms of any debt documents (excluding any senior unsecured only security) or in connection with the realisation or enforcement of all or any part of the transaction security:

0101521-0000029 UKO3: 2000683611.5 2

First: in payment or distribution to the security agent, the agent and the note trustee for application towards the discharge of any unpaid fees, costs and expenses payable to them under the relevant debt documents and on a pro rata basis between them

Second: in discharging all costs and expenses incurred by any secured party in connection with any realisation or enforcement of the transaction security taken in accordance with the terms of the intercreditor agreement

Third: pro rata and pari passu, in permanent prepayment and reduction of, or to provide full cash collateralisation to of, the New RCF Facility, the New LC Facilities, any future super senior credit facility liabilities, any super senior hedging liabilities and cash management liabilities (including the New Cash Management Facilities) (the Super Senior Liabilities)

Fourth: pro rata and pari passu towards unpaid and outstanding liabilities under the Reinstated Bond, any future non-super senior secured loan or notes liabilities and any non-super senior hedging liabilities

Fifth: pro rata and pari passu towards unpaid and outstanding liabilities under any second lien liabilities

Sixth: pro rata and pari passu towards unpaid and outstanding liabilities under any senior unsecured liabilities

Seventh: in payment of the surplus, if any, to the relevant Obligor or any person entitled to it (including for distribution to its shareholder(s)).

Cash management facilities and New LC Facilities:

Nothing in the New Intercreditor Agreement nor the documents creating security (nor any other document of any description) shall restrict any right of a cash management provider to net or set-off in relation to a cash management facility which is a multi-account overdraft, to the extent permitted by and in accordance with the terms of the applicable cash management agreement (for any net-nil overdraft). For any non net-nil overdraft customary permissions to reduce to the net amount will be included.

The New Intercreditor Agreement shall not restrict any right of a lender under the New LC Facilities from requesting cash cover or exercising set-off rights in relation to that cash cover, to the extent permitted by and in accordance with the terms of the applicable New LC Facilities agreements (such provision to follow the provisions applicable to “Issuing Banks” in the LMA).

The New Cash Management Facilities will not have any votes in respect of any enforcement of the transaction security or as part of “majority” voting but will have customary votes to protect its rights under the New Intercreditor Agreement.

Majority super senior creditors:

66 2/3% of all super senior credit participations (ie those representing the Super Senior Liabilities) but not including cash management providers

Majority senior secured creditors:

50.1% of all senior secured credit participations (excluding super senior credit participations) but not including cash management providers

Majority senior creditors:

50.1% of all senior credit participations (including super senior creditors) but not including cash management providers

0101521-0000029 UKO3: 2000683611.5 3

Enforcement – consultation period:

If the majority super senior creditors or the majority senior secured creditors wish to enforce, they must consult for a period of not more than ten business days, except that no consultation shall be required if (a) the transaction security has become enforceable as a result of an enforcement event or (b) to enter into such consultations and delay the commencement of enforcement of the transaction security could reasonably be expected to have a material adverse effect on (i) the security agent’s ability to enforce any of the transaction security or (ii) the realisation proceeds of any enforcement of the transaction security.

Enforcement instructions:

The security agent shall act on the instructions of the majority senior secured creditors except that:

(a) if the majority senior secured creditors have not made a determination as to the method of enforcement they wish to instruct the security agent to pursue (and notified the Security Agent of that determination in writing) within three months of the date of the initial enforcement notice, then the security agent will act in accordance with enforcement instructions received from the majority super senior creditors;

(b) the super senior discharge date has not occurred within six months of the date of the initial enforcement notice, then the security agent will act in accordance with enforcement instructions received from the majority super senior creditors; or

(c) if an insolvency event is continuing with respect to a debtor then the security agent will, to the extent the majority super senior creditors elect to provide such enforcement instructions (and except to the extent that the Security Agent has already commenced any Enforcement (or any transaction in lieu) or other Enforcement Action at that time with respect to the relevant debtor), act in accordance with enforcement instructions with respect to that debtor received from the majority super senior creditors.

The restriction on enforcement action will be subject to customary exceptions (including actions taken to preserve validity of claims and rights to accelerate / declare amounts due and payable, demand, set-off/receive payment and claim/prove following an insolvency event).

Security enforcement principles:

The enforcement objective means maximising, to the extent consistent with a prompt and expeditious realisation of value, the value realised from enforcement.

Any enforcement shall be consistent with the enforcement objective.

Without prejudice to the enforcement objective, the transaction security will be enforced and other action as to enforcement will be taken such that sufficient proceeds from enforcement will be received by the security agent in cash to ensure that, when the proceeds are applied in accordance with the payment waterfall, the super senior discharge date will occur.

Fairness opinion:

Unless enforcement is pursuant to a Public Auction, a financial adviser shall be appointed to prepare a fairness opinion that the proceeds received or recovered in connection with that enforcement are fair from a financial point of view taking into account all relevant circumstances.

“Public Auction” to mean: an auction or other competitive sale process in which more than one bidder participates or is invited to participate, which may or may not be conducted through a court or other legal proceeding, and which is conducted with the

0101521-0000029 UKO3: 2000683611.5 4

advice of a financial adviser, provided that the Senior Creditors shall have a right to participate in such auction.

A “right to participate” in a Public Auction shall be interpreted to mean that any offer, or indication of a potential offer, that a Senior Creditor makes shall be considered by those running the Public Auction process against the same criteria as any offer, or indication of a potential offer, by any other bidder or potential bidder. For the avoidance of doubt, if after having applied those same criteria, the offer or indication of a potential offer made by such Senior Creditor is not considered by those running the Public Auction process to be sufficient to continue in the Public Auction process (such consideration being assessed against the same criteria as any offer, or indication of a potential offer, by any other bidder or potential bidder (and where continuation may include being invited to review additional information or being invited to have an opportunity to make a subsequent or revised offer, whether in another round of bidding or otherwise)) then the right to participate of that Senior Creditor under this Agreement shall be deemed to be satisfied.

No fairness opinion shall be required if the senior secured discharge date would occur.

Chapter 11 provisions

The following provisions to be included:

- the Super Senior Liabilities to be separately classified in any insolvency or liquidation proceedings of the Obligors under any chapter 11 plan or any analogous proceedings;

- if the Company and the lenders in respect of the Super Senior Liabilities agree to permit the use, sale or lease of cash collateral or to permit the Company to obtain financing in any chapter 11 case, then the holders of Reinstated Bonds will not object to and will be deemed to have consented to the use, sale or lease of cash collateral and DIP financing and will not request adequate protection, subject to customary limitations;

- without limiting any rights the Company may have, the holders of Reinstated Bonds will not object to and will be deemed to have consented to any request by any lenders in respect of the Super Senior Liabilities for adequate protection in any form in the event of an insolvency or liquidation proceeding under US bankruptcy laws, including any request by any lenders in respect of the Super Senior Liabilities claiming a lack of adequate protection; and

- the Intercreditor Agreement will survive distributions of secured debt obligations or other secured debt securities under a chapter 11 plan (and the Intercreditor Agreement will continue to apply with like effect to the security interests securing such debt obligations or securities)

Turnover: Customary turnover provisions to be included and if at any time following a distress event or an insolvency event but prior to the super senior discharge date any creditor receives or recovers from any member of the group or third party security provider any payment or distribution of any amounts (including by way of set-off), the relevant creditor will turn that amount over to the Security Agent for application in accordance with the Payment Waterfall.

The turnover shall be subject to the customary exclusions, including with respect to rights of netting or set-off relating to a cash management facility which is a multi-account overdraft facility.

0101521-0000029 UKO3: 2000683611.5 5

Anti-layering Customary anti-layering provisions including no liabilities to rank senior to the Super Senior Liabilities.

Amendments Customary “majority” or “instructing group” voting for amendments with protections for individual creditors in respect of changes to the Payment Waterfall, priority and subordination, turnover and enforcement instructions and customary provisions for amendments/releases of transaction security documents

Governing law: English law

0101521-0000029 UKO3: 2000454432.15 65

PART 6

EQUITY TERM SHEET

AGREED FORM

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PROJECT KELLY

Creditors’ Majority Term Sheet1

The following sets out a high-level summary of the key terms of the shareholding by each shareholder (each

a “Shareholder” and together the “Shareholders”) in a newly incorporated Jersey public company2 (the

“Company”) incorporated for the purpose of holding shares in [KCA Deutag enforcement level to be

confirmed] (together with its subsidiaries the “Target Group”)3.

Matter Proposal

Governance

Board Composition The board shall be comprised of: (i) each of the CEO and the CFO

from time to time; (ii) the Chairperson; and (iii) such number of

independent directors as may be appointed as follows: each Major

Shareholder, or Major Shareholders acting together, (affiliated

holdings may be aggregated for this purpose) in each case holding

over 10% in aggregate of the shares in the Company (“Shares”) is

entitled to nominate a slate of directors for appointment, such slate

of nominations to become effective if approved by a Major

Shareholder Majority (including the nominating Shareholder).

Only one of the proposed slates may be approved and directors

elected. If the nomination slate is rejected, that Shareholder

cannot nominate a further slate of directors for a period of 12

months. If the nominations are accepted, there is no equivalent

restriction on proposing further slates for approval.

Directors may be removed by a Major Shareholder Majority.

For so long as a Shareholder holds over 10% of the Shares

(affiliated holdings may be aggregated for this purpose), they will

have the right to appoint one observer to the board.

Chairperson to be appointed from amongst the independent

directors as proposed by any Major Shareholder and agreed by

Major Shareholder Majority.

Audit and Remuneration committees to be established.

The Shareholders shall have the right (but not the obligation) to

replicate Company board appointments on each board of each

member of the Target Group.

Quorum and Voting Quorum to comprise a majority of the Board. Adjourned meetings to

require the same quorum.

Each director has one vote. Upon a deadlock the Chairperson shall have

a casting vote. Other than in relation to Board Reserved Matters, all

decisions of the Board will be taken by a simple majority of the directors

present and voting.

1 Weil note: MIP provisions will be in a separate term sheet once commercial agreement has been reached. 2 Weil note: subject to ongoing structuring considerations, Topco to be UK tax resident. 3 Weil note: managers who receive equity will be required to procure compliance by other group companies such that reserved matters

at the level of any Target Group member are referred to the Topco board/Major Shareholder Majority. This is to be documented in

the shareholders’ agreement and implemented by an internal approval policy which reserves these matters accordingly.

2

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Matter Proposal

Voting and Major

Shareholder Majority

The Shares shall be comprised of a single class. All Shares shall rank

equally as to dividends and other distributions, interest and return of

capital. 4

Provided that a Shareholder (affiliated holdings may be aggregated for

this purpose) holds 5% or more of the Shares in issue (each a “Major

Shareholder”), each such Share shall carry one vote.

For so long as a Shareholder holds less than 5% of the Shares in issue,

such Shares shall be non-voting. Notwithstanding the foregoing, all

Shares shall carry a vote with respect to the below Shareholder Super

Reserved Matters.

“Major Shareholder Majority”: the majority decision (by reference to

the number of Shares held) of Shareholders holding voting Shares.

If no Shareholder holds 5% or more of the Shares then the 5% threshold

for Major Shareholders shall be automatically reduced until such point

as at least three Shareholders are Major Shareholders.

If and for so long as the Major Shareholders hold in aggregate less than

30% of the Shares, then each Share shall have 1 vote and all Major

Shareholder Majority matters shall be determined by a simple majority

vote of all Shareholders (by number of Shares).

Contingency measures in

respect of anti-trust

considerations due to control

by a single major creditor

and capping voting rights

If:

a) a Shareholder actively stake-builds, then it shall be responsible

for determining whether any anti-trust filings need to be made;

b) any Major Shareholder sells down such that they cease to be

Major Shareholders and as a result a Major Shareholder would gain

control of Major Shareholder Majority decisions (i.e. hold more than

50% of the Shares eligible to vote) (a “Controlling Shareholder”), the

5% threshold for voting rights on Shares shall automatically be reduced

to such a level that such Major Shareholder does not obtain control until

the earlier of that Major Shareholder: (i) provided merger clearance has

been obtained, notifying the Company that it wishes to control Major

Shareholder Majority decisions; or (ii) losing control of Major

Shareholder Majority decisions if the threshold returned to 5% (i.e. due

to other shareholders increasing their shareholding).

A Major Shareholder may, by notice to the Company, elect to have the

votes attributable to its Shares capped at a percentage set out in such

notice, and the votes of the other Major Shareholders will be adjusted

accordingly.

Shareholders are obliged to notify the Company of any increase or

decrease in their Shareholding which would move them (when

aggregated with their affiliated holdings) through the thresholds set out

in this term sheet. Company will be entitled to notify all Major

4 Weil note: not applicable to any shares issued in the MIP which will be of a different class and have differing rights.

3

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Matter Proposal

Shareholders of this to ensure appropriate steps are taken regarding

voting rights.

Board Reserved Matters Customary operational vetoes (as set out in Appendix A) over day to

day management of the business by the executives to apply. Approval

of a majority of board, excluding the executives for this purpose.

Shareholder Reserved

Matters

Limited vetoes set out in Appendix B to apply.

Approvals of any shareholder reserved matters to be determined by

Major Shareholder Majority.

The following matters require prior approval of holders of 80% of the

Shares (whether or not they carry voting rights) (“Shareholder Super

Reserved Matters”):

1. Amending or modification of the constitutional documents or the

shareholders’ agreement of the Company in a manner that would

have a materially disproportionate adverse effect on one or more

Shareholders from that on other Shareholders.

2. Entering into any related party transaction.

3. Any material change in the nature or scope of the business

conducted by the Company or any other member of the Target

Group (excluding the sale of any assets of the Target Group).

4. Modifying, varying or abrogating any rights attaching to shares in

the Company or any other member of the Target Group to the extent

that would have a materially disproportionate adverse effect on one

or more Shareholders from that on other Shareholders.

5. Save in connection with: (a) management issuances; (b) emergency

share issues (provided a catch up opportunity is available); (c)

issuances between members of the Target Group; (d) acquisition

issuances; and (e) issuances on a fully pre-emptive basis:

i. issuing any shares (including convertible instruments) in;

or

ii. changing or varying the share capital of the Company or

any Target Group company (including a reduction of

capital or a purchase or redemption of shares or a

consolidation, subdivision, conversion or cancellation of

any shares),

in each case on a non pro-rata basis.

Information Rights All Shareholders to receive the same level of information as provided

to them in their capacity as bondholders, irrespective of shareholding.

All Shareholders who hold over 1% of the Shares on closing may, for

the first 18 months post-closing, elect to receive further information

(subject to customary confidentiality obligations) including but not

limited to information regarding approaches made for any exit, KPIs,

4

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Matter Proposal

monthly management accounts and anything else they may reasonably

request (as determined by the board). Provided that such a Shareholder

has made an election to receive non-public information (subject to

customary confidentiality obligations) within this 18 month period, it

may continue to receive such information for as long as it holds over

1% of the Shares (in each case affiliated holdings may be aggregated

for this purpose).

This right does not transfer with the Shares. Any new Shareholder post

Closing must hold over 5% of the Shares (in each case affiliated

holdings may be aggregated for this purpose) before it may elect to

receive further information (subject to customary confidentiality

obligations) including but not limited to information regarding

approaches made for any exit, KPIs, monthly management accounts and

anything else they may reasonably request (as determined by the board).

Exit/Transferability

Pre-emptive Rights All additional issuances of equity/debt by any member of the Target

Group to be first offered to the existing Shareholders pro rata to their

shareholding/debt holding (as appropriate) before being offered to a

third party (subject to customary exclusions for management issuances,

acquisition issuances, emergency share issues where there has been or

is likely to be an event of default under any finance document (provided

a catch up opportunity is available), and issuances between members of

the Target Group).

No Shareholder will have any obligation to provide any further

financing to, nor to provide any guarantee in support of, the Company

or the Target Group.

Transfer Restrictions Shares and debt will be freely transferable

No lock-up period, ROFO or ROFR over shares or debt

Tag-Along and Drag-Along Rights shall not apply in relation to

transfers between affiliated shareholders.

Tag-Along Rights and

Squeeze out

If a Shareholder or Shareholders propose to transfer, in one transaction

or a series of connected transactions:

more than 50% of the Shares in issue to any party;

more than 20% of the Shares in issue to any competitor5 of the

Target Group; or

such number of the Shares that results in any party (together

with any affiliated shareholders) holding more than 50% of the

Shares in issue, and each subsequent occasion on which that

party crosses a 10% threshold (i.e. 60/70/80/90%),

5 Weil note: A&O/KCAD to provide further colour re what is considered a competitor

5

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Matter Proposal

each other Shareholder shall have the right to sell, and the proposed

transferee shall be required to offer to purchase, all of their Shares to

the transferee, in each case on the same terms and conditions. Where

the transfer occurs in a series of connected transactions, the price

payable to the tagging shareholders shall be the highest price paid by

the transferee in the previous 12 months (for which purposes the value

of the shares acquired as part of the restructuring shall be ignored).

If a party (affiliated holdings being aggregated for this purpose) obtains

90% or more of the Shares they shall be entitled to require the other

Shareholders to sell all their Shares at a price no lower than the highest

price the acquiring party paid for Shares in the preceding 12 months (for

which purposes the value of the shares acquired as part of the

restructuring shall be ignored).

Drag-Along Rights If Shareholders wish to transfer more than 50% of the Shares in issue to

any bona fide third party in one transaction or a series of connected

transactions they can compel the other Shareholders (the “Dragged

Shareholder(s)”) to sell an equal proportion of their Shares on the same

terms and conditions, provided that: (i) the consideration for such

Shares must be in: (a) cash; or (b) marketable securities (which shall not

have been suspended from trading due to fraud or deficiencies in quality

of corporate governance or financial reporting of their issuer at any time

within the 12 months prior to the proposed transfer) listed on an

internationally recognised and reputable stock exchange (“Marketable

Securities”) (or a combination of (a) and (b)); (ii) the Dragged

Shareholder(s) shall only be required to give title and capacity

warranties in respect of the Shares held by them.

Where a Dragged Shareholder is a ring-fenced body pursuant to

Financial Services (Banking Reform) Act 2013 or an affiliate thereof,

that Dragged Shareholder (on behalf of itself only and not in respect of

any Shares which it holds as market maker or broker) shall have the

option to elect that the consideration it receives shall be in cash only,

even in circumstances where all or part of the proposed consideration is

to be Marketable Securities. However, in such circumstances, that part

of the proposed consideration due to the Dragged Shareholder that

constitutes Marketable Securities shall be converted into cash (by way

of sale of the entire block of relevant Marketable Securities in one or

more transfers within 30 days of the date of their issuance) by a broker

appointed by the Company (but whose identity has been agreed with the

Dragged Shareholder, acting reasonably) and the proceeds of such sale

(with the reasonable broker fees relating to the sale of the proportion of

the Marketable Securities attributable to the shares issued to the

Dragged Shareholder on Closing being borne by the Company) shall be

paid to such Dragged Shareholder in lieu of the Marketable Securities

otherwise due to it.

General

Fees No Shareholder to receive any monitoring, transaction or other

fees.

6

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Matter Proposal

Market-standard fees or other remuneration will be payable to the

non-executive members of the Board.

Company to maintain D&O insurance cover for the benefit of the

directors.

Legal effect The only provisions of this term sheet which are legally binding and

have legal effect are those entitled “Confidentiality”, “Governing

law” and “Legal effect”.

Save as expressly set out in this section, this term sheet is not, and

is not intended to be, legally bidding on any party and shall have no

legal effect.

Governing law This term sheet and all matters (including, without limitation, any

contractual or non-contractual matters) arising from, or connected with,

it are governed by, and will be construed in accordance with English

law.

7

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APPENDIX A

Board Reserved Matters

1. Recommend, declare or pay a dividend excluding dividends made to other Target Group members.

2. Make repurchases of equity or loan capital provided such repurchases are made on a fully pre-emptive

basis.

3. Approval of Target Group business plan and annual budget.

4. Capitalise any reserves, or reduce any amount standing to the credit of the share premium account or

capital redemption or other reserve.

5. Appoint or remove (other than as an alternate as permitted by the articles of association) a person as a

director of a Target Group member.

6. Delegate any powers of the Directors to a committee other than the Remuneration Committee or the

Audit Committee or take any action which materially contravenes any recommendation or decision of

the Remuneration Committee or the Audit Committee.

7. Commence any material litigation, or settle material litigation for an amount that has a cash impact of

less than $100 million in one transaction or series of related transactions.

8. Establish, vary or terminate the management incentive plan.

9. Hire or fire CEO, CFO and other Executives that directly report to CEO, which includes all Business

Unit and Functional Heads and anyone else whose base salary is in excess of $250,000 per annum and

any amendment to the compensation packages for such persons.

10. Material acquisitions/disposals of assets, securities or businesses for amounts up to between $10

million and up to but not including $50 million in aggregate in one transaction or series of related

transactions.

11. Enter into a contract or transaction or make a payment or incur a commitment in excess of $5 million

or otherwise of a material nature other, in each case, than in the ordinary course of business and on

arm’s length terms.

12. Make a material change to any of the Target Group’s insurance policies including any directors’

liability insurance.

13. Make any political or charitable donations.

14. Any acquisition or creation of a joint venture arrangement or of an entity in which the liability of the

partners or interest-holders in respect of such entity is not limited to such partner’s or interest-holder’s

capital contribution, of a value up to but not including $25 million.

15. Adopt a new accounting policy or practice or principles or make a material change to the accounting

policies and practices or accounting reference date of any Target Group member.

16. Any decision to make any loan to an employee of any Target Group member in an amount or having a

value exceeding $10,000 (but excluding any loan approved by the Board under the management

incentive plan).

17. Any change to the terms of any debt or finance documents (including any waivers) or any decision requiring prior authorisation by the lenders under such document, or which would constitute an Event

of Default under the Finance Documents without such prior authorisation.

8

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18. Any early repayment under the terms of any debt or finance documents.

19. Any appointment or removal of a trustee or manager of a pension scheme for the benefit of current or

former officers or employees of a Target Group member located in the UK.

20. Make any change to the auditors of the Target Group.

21. Incurrence of any debt which is permitted or not otherwise prohibited by the terms of any financing

documents to which any member of the Target Group is a party from time to time for an amount that is

$5 million or more but less than $100 million.

22. Capital expenditure that is not contemplated in the Target Group business plan or annual budget and is

$10 million or more but less than $25 million.

23. Any agreement to do any of the above.

APPENDIX B

Shareholder Reserved Matters

1. Sale of the Company or the business or any IPO.

2. Any merger, de-merger, partial contribution or similar transactions except for the purpose of internal

reorganisation.

3. Any allotment or issue of shares or other securities, and any grant to any person of any option or right

to call for the issue of any shares or other securities, excluding to any Target Group member.

4. Incurrence of any debt which is permitted or not otherwise prohibited by the terms of any financing

documents to which any member of the Target Group is a party from time to time for an amount that is

$100 million or more.

5. Any bankruptcy, liquidation, dissolution or any analogous procedure of any Target Group member.

6. Any commencement of any new activity of the Group outside its existing course of business (other

than where such new activity would constitute a material change in the nature or scope of the business

conducted by the Company or any other member of the Target Group).

7. Any of the following matters:

a. the filing of any US tax election, form, return, or other document in relation to the US tax status

of entities in the Target Group or the treatment of any transactions undertaken by the Target

Group, other than any filing in the ordinary course of business;

b. any change in any member of the Target Group’s place of tax residence, place of incorporation

or corporate form;

c. any other matter which the Company is aware (having made all reasonable enquiries), or could

reasonably expected to be aware, has a material adverse tax consequence on any Shareholder

holding over 5% of the number of Shares in issue.

8. Capital expenditure that is not contemplated in the Target Group business plan or annual budget and is

in excess of $25 million.

9. Material acquisitions/disposals of assets, securities or businesses for amounts equal to or exceeding

$50 million in aggregate in one transaction or series of related transactions.

9

WEIL:\97495238\19\73235.0003

10. Any acquisition or creation of a joint venture arrangement or of an entity in which the liability of the

partners or interest-holders in respect of such entity is not limited to such partner’s or interest-holder’s

capital contribution, of a value equal to or exceeding $25 million.

11. Any cessation of the activities of the Group, or reduction in such activities that would result in a

reduction in turnover of $20 million or more (other than where such cessation or reduction would

constitute a material change in the nature or scope of the business conducted by the Company or any

other member of the Target Group).

12. Modifying, varying or abrogating any rights attaching to shares in the Company or any other member

of the Target Group (except to the extent that would have a disproportionate adverse effect on one or

more Shareholders from that on other Shareholders).

13. Settle material litigation which has a cash impact in excess of $100 million in aggregate in one

transaction or series of related transactions.

14. Any agreement to do any of the above.

0101521-0000029 UKO3: 2000454432.15 66

PART 7

WARRANTS TERM SHEET

AGREED FORM

WEIL:\97553048\8\73235.0003

PROJECT KELLY

WARRANTS TERM SHEET

Terms defined in the lock up agreement, entered to, between, KCA Deutag Alpha II Limited, KCA Deutag UK Finance Plc, the Company, KCAD Holdings II Limited, KCA Deutag Finance I Limited, Other Obligors (as defined therein), the Original Participating Creditors (as defined therein), dated [●] July 2020 (the “Lock Up Agreement”) shall have the same meaning in this term sheet, unless otherwise defined.

Issuer [●], a newly incorporated public company incorporated in Jersey, of which the Original Participating Creditors will be shareholders (“Newco”) and which will indirectly own KCA DEUTAG Alpha Ltd.

Issue Warrants (“Warrants”) to subscribe for 1,111,111 shares in Newco (“Warrant Shares”)1, subject to adjustment as, and on the terms, set out below.

Warrant Holder(s)

If the Holdcos comply with their obligations pursuant to the Lock Up Agreement and the restructuring becomes effective in accordance with its terms, the Warrants shall be issued to the existing Shareholders of the Company (or their nominees) (the “Warrant Holders”).

Amount of proceeds due to Warrant Holders on an Exit

Profit share above hurdle: 10%

Based on hurdles linked to the recoveries of creditors as follows:

Year in which completion of the relevant Exit must occur

Recovery threshold for Warrants (percentage recovery calculated by

reference to the principal amount of debt of $1,927m)

2021 $2,216,000,000 (being 115% recovery)

2022 $2,312,400,000 (being 120% recovery)

2023 $2,408,800,000 (being 125% recovery)

Issue Date The Warrants will be issued on the Completion Date to the Warrant Holders

Exercise Price

Year in which completion of the

relevant Exit must occur Exercise Price per Warrant Share

2021 $171.61

2022 $181.24

2023 $190.88

“Exit”: (i) an initial public offering of Newco (or another entity in which the Original Participating Creditors or their transferees are shareholders at the time, following a pre-sale reorganisation); (ii) a sale of all of the shares in Newco or all or substantially all of

1 Based on 10,000,000 issued shares on day 1, so 10% of fully issued share capital.

1 WEIL:\97553048\8\73235.0003

the assets of Newco (directly or indirectly by way of one or a number of related transactions); (iii) if there is an indirect sale of assets of Newco (as described in subparagraph (ii)), then the distribution of the proceeds of sale to the Newco shareholders; or (iv) liquidation of Newco.

Exercise Period

Provided that the Exercise Price for the Warrants is less than the value per share in Newco post such exercise, the Warrants shall be exercised immediately and automatically prior to an Exit and will lapse on the earlier of: (i) an Exit; and (ii) 31 December 2023. Newco will work with the Warrant Holders to effect the issuance of the Warrant Shares in a manner such that no physical payment of the Exercise Price will be made by the Warrant Holders to Newco.

Anti-Dilution The number of Warrant Shares issuable will be subject to customary anti-dilution protection in the event of a subdivision of the share capital, reduction of share capital, an issue of shares paid up by way of dividend or by a capitalisation of profits or reserves.

Voting Rights None.

Transfer restrictions

Customary permitted transfers to affiliates/related funds or other Warrant Holders, but otherwise require consent of Major Shareholder Majority (as defined in the equity term sheet contained at Part 6 of Schedule 3).

Governing law and legal effect

This term sheet and all matters (including, without limitation, any contractual or non-contractual matters) arising from, or connected with, it are governed by, and will be construed in accordance with English law.

0101521-0000029 UKO3: 2000454432.15 67

SCHEDULE 4

RESTRUCTURING STEPS PLAN

FINAL VERSION

0101521-0000029 UKO3: 2000668697.7 1

This description of the restructuring steps is to be read together with the Deloitte Steps Paper (as defined in

the Lock-Up Agreement) and any reference to the Restructuring Steps Plan in the Lock-Up Agreement shall

be deemed to also be a reference to the Deloitte Steps Paper.

Unless otherwise defined, capitalised terms used in this Restructuring Steps Plan have the meanings given to

them in the Lock-Up Agreement (including, where applicable, defined terms incorporated by reference from

the Credit Agreement).

The restructuring steps below and the Deloitte Steps Paper each remain subject to the tax advice and analysis

to be contained in the Tax Structure Paper.

Step Description

A. Steps following execution of the Lock-Up Agreement

1. Announcement – immediately following the execution of the Lock-Up Agreement and as a

condition precedent to its effectiveness, Alpha shall publish the Cleansing Announcement

regarding the Lock-Up Agreement in accordance with the terms of each Confidentiality

Agreement.

2. Effectiveness – the Lock-Up Agreement will become effective once each of the conditions under

clause 2(b) of the Lock-Up Agreement (including the satisfaction of the conditions precedent set

out in schedule 11 to the Lock-Up Agreement) has been met.

3. Lock-Up Agreement accession – Creditors may accede to the Lock-Up Agreement in accordance

with its terms.

4. Public Process – the Information Agent will launch the Public Process to verify the holdings of

Noteholders that are Participating Creditors.

5. Standing Notice to Trustee and Security Agent – following completion of the Public Process, the

Information Agent shall send the notice to the trustee and security agent in respect of each issuance

of Notes in accordance with the instruction given to it under the Lock-Up Agreement.

6. Payment of Lock-up Fee – no later than 15 Business Days following the Effective Date, AGL

shall, subject to the completion of any "know your customer" checks it may have in relation to any

Lender that is a Participating Creditor eligible to receive the Lock-Up Fee, pay (or procure

payment) the Lock-Up Fee to each Participating Creditor that has signed or acceded to the Lock-

Up Agreement by the Fee Accrual Date

7. Amendments/waivers to Finance Documents – the amendments and waivers agreed by the

Participating Creditors under the Lock-Up Agreement shall be formally effected pursuant to the

terms of the applicable Finance Documents.

8. Initial intercompany balance clean-up1 – following the Effective Date, the Company shall release

the interest bearing intercompany loans receivable owing by Alpha in consideration for either (at

the Company’s sole election) (i) the issue to the Company of ordinary shares in Alpha, or (ii) nil

consideration..2

1 After the Effective Date, the Company (at its sole election) may consider alternative steps to implement the share transfer and intercompany

balances clean-up elements of the Proposed Restructuring subject to any conditions the Company may reasonably request including being

provided with cost cover acceptable to it in connection with the analysis and implementation of such alternative steps. 2 Subject to further tax analysis.

FINAL VERSION

0101521-0000029 UKO3: 2000668697.7 2

Step Description

9. HMRC Clearance – the Company’s Counsel will obtain written confirmation from HMRC that no

stamp duty will be payable in respect of the sanction order for the Issuer Scheme.

B. Pre-implementation steps

10. Incorporation of Newcos – one3 or more members of the Ad-Hoc Committee will arrange for the

incorporation of a new Jersey company with minimal initial equity (Jersey Newco), which will be

tax resident in the UK. Jersey Newco will also incorporate a new English company (English

Newco 1) and English Newco 1 will incorporate a new English company (English Newco 2 and

together with Jersey Newco and English Newco 1, the Newcos).

11. Intercompany balances documentation – a series of steps will be undertaken to document

formally the intercompany balances specified on page 9 of the Deloitte Steps Paper.

12. overdraft balances - a series of steps may be undertaken to apply all cash balances within

the cash-pooling against debit balances within the cash-pooling to leave a single

debit balance (or a series of debit balances) in an aggregate amount of $115m (with any steps to be

taken being in accordance with the Tax Structure Paper).

13. Deeds of contribution – the Issuer will enter into a deed of contribution in favour of (i) KCA

Deutag GmbH in its capacity as borrower of the Term Loan, (ii) Abbot Group Limited in its

capacity as borrower of the Revolving Loans, and (iii) any Group Companies that are borrowers

under the Overdraft Facility and that have drawn amounts under the Overdraft Facility.

C. Scheme steps (restructuring of the Notes, Term Loan, Revolving Loans and Overdraft Facility)

14. Practice Statement Letter – the Issuer shall issue a letter to the Creditors in respect of the Notes,

Term Loan, Revolving Loans and the Overdraft Facility (the Scheme Creditors) in respect of the

proposed Issuer Scheme, as contemplated by Practice Statement (Companies: Schemes of

Arrangement under Part 26 and Part 26A of the Companies Act 2006) dated 26 June 2020.

15. Undertaking to adhere to the Issuer Scheme – the Newcos and all relevant Parties shall deliver, or

the Parties shall procure the delivery of, an undertaking (on terms to be agreed) to the Issuer and

the Court to adhere to terms of, and to take such steps as are required to give effect to, the Issuer

Scheme.

16. Application to convene scheme meeting – the Issuer shall make an application to the High Court

of England and Wales to convene a creditors’ meeting for the purposes of approving the Issuer

Scheme and undertake all steps necessary in connection with the convening hearing for the Issuer

Scheme.

17. Convening hearing – the Issuer shall instruct leading counsel to attend and represent the Issuer at

the convening hearing for the Issuer Scheme.

18. Explanatory Statement – provided that the Court grants leave to convene a creditors’ meeting, the

Issuer shall publish an explanatory statement and all other necessary and incidental documents in

accordance with Part 26 of the Companies Act 2006 that are in a form consistent with the terms set

out in the Restructuring Term Sheets.

3 No single creditor (together with its affiliates and related parties) will control Jersey Newco at the point when it acquires Alpha at step 27

below.

FINAL VERSION

0101521-0000029 UKO3: 2000668697.7 3

Step Description

19. Filing of Chapter 15 recognition petition – the Issuer (acting by its foreign representative) shall

file a petition for recognition of the Issuer Scheme in the Southern District of New York under

Chapter 15 of the United States Bankruptcy Code.

20. Scheme meeting – the Issuer shall convene the creditors’ meeting, as directed by the Court4.

21. Votes at scheme meeting – each Participating Creditor shall vote in favour of the Issuer Scheme at

the creditors’ meeting (by attending in person or by proxy).

22. Application for sanction – provided the requisite majorities of Creditors have voted in favour of

the Issuer Scheme at the creditors’ meeting, the Issuer shall make an application to the Court for

the Issuer Scheme to be sanctioned.

23. Sanction hearing – the Issuer shall instruct leading counsel to attend and represent the Issuer at the

sanction hearing for the Issuer Scheme.

24. Filing of sanction order at Companies House – the Issuer shall file a copy of the sanction order

for the Issuer Scheme with Companies House.

25. Chapter 15 recognition hearing – following sanction by the Court, the Issuer shall take such steps

as are necessary to attend (by counsel) a hearing of the US Bankruptcy Court in the Southern

District of New York and obtain recognition of the Issuer Scheme under Chapter 15 of the US

Bankruptcy Code.

D. Restructuring Effective Date (all steps are inter-conditional and shall take effect in the order set out

in the Deloitte Steps Paper)5

26. Intercompany balances clean-up – a series of steps will be taken eliminate all intercompany

balances between the direct and indirect shareholders of Alpha on the one hand and the members

of the Alpha Group on the other hand in accordance with the Tax Structure Paper.

27. Transfer to English Newco 2 – the Company shall transfer 100% of the shares in Alpha to English

Newco 2 for nominal cash consideration of US$1.

28. Releases of existing debt instruments and security – on behalf of all Creditors, the Issuer

(pursuant to the authority granted in the Issuer Scheme) and other relevant parties shall effect the

release all of the principal, accrued interest and any other claims in respect of the Notes, the Term

Loans, the Revolving Loans and the Overdraft Facility (the Released Financings) and all of the

Transaction Security (as defined in the Intercreditor Agreement). The Issuer shall take steps to

effect the cancellation of the Notes and will inform the Luxembourg Stock Exchange of such

cancellation.

29. Issuance of new debt instrument, Reinstated Bilateral Facility Documents and satisfaction of

conditions precedent – the Issuer will issue the Reinstated Bond to each Scheme Creditor in an

amount based on the proportion of its holdings of principal and accrued interest under the Released

Financings as at the record date in respect of the Issuer Scheme (the Scheme Record Date)

compared to the total amount of principal and accrued interest under the Released Financings as at

the Scheme Record Date and the relevant members of the Alpha Group will enter into the

4 If the Scheme Record Date is used for both the voting and scheme consideration calculations, it is anticipated that the Notes will be blocked

from trading for a period commencing a few days before the scheme meeting and ending on RED. 5 It is intended that that the Restructuring Effective Date steps will take effect on the same day pursuant to a restructuring implementation

deed, which will be executed by the Issuer on behalf of all Scheme Creditors pursuant to the authority granted in the Issuer Scheme and any

other parties that will be involved in the restructuring steps.

FINAL VERSION

0101521-0000029 UKO3: 2000668697.7 4

Step Description

Reinstated Bilateral Facility Documents (which, in case of the New LC Facility Agreements, will

rollover the instruments outstanding under the LC Facility and the Undertaking Facility (as

applicable)), subject in each case to the satisfaction of the relevant contractual conditions precedent

(which shall be satisfied on the same day to the extent possible)6 with the relevant Reinstated

Bilateral Facility Lenders.

30. Issuance of shares in Jersey Newco – Jersey Newco will issue ordinary shares to the Scheme

Creditors at a conversion ratio to be agreed and in any event in an amount based on the proportion

of its holdings of principal and accrued interest under the Released Financings as at the Scheme

Record Date compared to the total amount of principal and accrued interest under the Released

Financings as at the Scheme Record Date (taking into account any shares in Jersey Newco already

held by the members of the Ad-Hoc Committee that arranged for the incorporation of Jersey

Newco)

31. Execution of Jersey Newco shareholders’ agreement – the relevant parties (including the Scheme

Creditors (acting through the Issuer pursuant to the authority granted in the Issuer Scheme)) will

enter into a shareholders’ agreement to govern the rights as between the shareholders of Jersey

Newco in accordance with the terms set out in the Equity Term Sheet and Jersey Newco shall

adopt new articles of association reflecting the terms of the shareholders’ agreement.

32. Releases – a deed of release executed by the Issuer (on behalf of itself and all Scheme Creditors

pursuant to the authority granted in the Issuer Scheme), each Other Obligor,

and and granting the releases set out in clause 9.2 of the Lock-Up

Agreement shall take effect.

33. Appointment of new directors – the appointment of new directors to the board of Jersey Newco

(and the boards of such other Newcos and Group Companies as may be agreed) shall take effect in

accordance with the terms of the Equity Term Sheet.

E. Post-restructuring steps7

34. Issuance of Warrants – on the Business Day following the Completion Date, Jersey Newco shall

issue the Warrants to the Participating Shareholders.

35. Intercompany balances clean up – (i) the intercompany balances owed to Jersey Newco and the

Issuer as a result of steps 29 and 30 above may be released (and to the extent the intercompany

balances receivable by Jersey Newco are not released, they will be assigned by Jersey Newco to

English Newco 1 and then to English Newco 2 and then to Alpha in exchange for intercompany

balance receivables owing by each of those companies) and (ii) a series of steps involving existing

intercompany balances and reserves may be undertaken in order to facilitate cash repatriation to the

Issuer in order to service the Reinstated Debt, and to facilitate cash repatriation for dividends to the

shareholders of Jersey Newco, in each case in accordance with the Tax Structure Paper.

36. Listing of Reinstated Debt – The Issuer will apply to The International Stock Exchange Authority

Limited for the listing and permission to deal in the Reinstated Debt on the Official List of The

International Stock Exchange.

37. Corporate reorganisation – the post-restructuring group (Jersey Newco and its Subsidiaries) shall

undertake steps to reorganise the group (the Post-Restructuring Reorganisation) so that certain

6 Such conditions precedent shall include each condition precedent set out in schedule 13 to the Lock-Up Agreement and (i) the execution of

the New Intercreditor Agreement, (ii) the granting of new security in accordance with the Security and Intercreditor Principles, (iii) the

payment of accrued fees under the Work Fee Letter, and (iv) the payment of accrued fees of the Advisors in accordance with their respective

Advisor Fee Letters. 7 Each of these steps will be in accordance with the terms of the new debt and security and documentation.

FINAL VERSION

0101521-0000029 UKO3: 2000668697.7 5

Step Description

divisions of the Group (including the offshore and onshore drilling business divisions) are each

organised under a single holding company (or holding companies) owning 100% of each such

division and all such holding companies are indirectly owned by Jersey Newco. It is currently

anticipated that the structure of the Group following the Post-Restructuring Reorganisation will be

in substantially the form set out in Schedule 18 to the Lock-Up Agreement but the Group reserves

the right to amend the proposed structure prior to the Completion Date. Where necessary (and

permitted under the Lock-Up Agreement), the Group may, prior to the Completion Date, undertake

any steps (including obtaining government consents) that are required to implement the Post-

Restructuring Reorganisation.

0101521-0000029 UKO3: 2000454432.15 68

SCHEDULE 5

FORM OF ACCESSION AGREEMENT

To: KCA Deutag Alpha II Limited c/o Lucid Issuer Services Limited (as Information Agent)


From: [] [as a Creditor] / [as a Shareholder]

Date: [ ]

KCA Deutag Alpha II Limited – Lock-Up Agreement dated [ ] 2020 (the Agreement)

We refer to the Agreement. This is an Accession Agreement. Terms defined in the Agreement have the same meaning in this Accession Agreement unless given a different meaning in this Accession Agreement.

We [name of proposed Creditor / Shareholder] of [address/registered office] agree to become a [Participating Creditor / Reinstated Bilateral Facility Lender / Participating Shareholder] and to be bound by the terms of the Agreement in such capacity. [We attach a copy of the term sheet which has been agreed with the Company and which will, on our accession to the Agreement, be the LC Facility Run-Off Term Sheet.]1

[We confirm that as at the date of this Accession Agreement we are party to the following facilities borrowed or issued by a Group Company and hold exposures in the following amounts:

2021 Notes

ISIN Codes: US48244LAA61 / USG5222MAA39;

CUSIPs: 48244LAA6 / G5222MAA3)

2022 Notes

(ISIN Codes: US48244LAC28 / USG5222MAB12;

CUSIPs: 48244LAC2 / G5222MAB1)

2023 Notes

(ISIN Codes: US48244LAE83 / USG5222MAC94;

CUSIPs: 48244LAE8 / G5222MAC9)

Term Loans RCF Loans Ancillary Facilities

[Note: please include principal amounts outstanding only, excluding any accrued but unpaid interest. For Term Loans, RCF Loans and Ancillary Facilities, please include drawn and undrawn amounts.]]2

This Accession Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of the Accession Agreement.

[For the purpose of payment of the Lock-Up Fee, our US Dollar bank account details are as follows:

Account Name:

Account Number:

Swift Code of Correspondent Bank:

Name of Correspondent Bank: 1 Only applicable to . 2 To be included by acceding Creditors only.

0101521-0000029 UKO3: 2000454432.15 69

ABA:

[Bank account details only relevant if a Creditor that is a Lender accedes to the Agreement on or prior to the

Fee Accrual Date and are not in any event required for Noteholders as payment of the Lock-Up Fee in respect

of these Creditors will be made via the clearing systems]

This Accession Agreement and non-contractual obligations arising out of or in connection with it are governed

by English law.

Our notice details for the purposes of the Agreement are as follows:

E-mail:

Telephone:

Attention:

EXECUTED

Name of [Creditor] / [Shareholder]:

By

......................................

Title:

Dated:

0101521-0000029 UKO3: 2000454432.15 70

SCHEDULE 6

FORM OF STANDING NOTICE TO TRUSTEE AND SECURITY AGENT

To: Deutsche Trustee Company Limited as trustee and Lloyds Bank plc as security agent in respect of the

Notes (as defined below)

From: Lucid Issuer Services Limited (as Information Agent) on behalf of Participating Creditors that are

Noteholders as confirmed by the Information Agent

Copy: KCA Deutag UK Finance PLC


With a copy to:

Allen & Overy LLP

E-mail: Kelly_A&[email protected]

Date: [ ]

Section 6.05 - Standing Notice to Trustee and Security Agent

We refer to:

(a) the indenture dated May 16, 2014 between, among others, KCA Deutag UK Finance PLC (the Issuer)

and Deutsche Trustee Company Limited as trustee (as amended and supplemented), governing the

$375 million 7.25% Senior Secured Notes due 2021 (the 2021 Notes);

(b) the indenture dated April 5, 2017 between, among others, the Issuer and Deutsche Trustee Company

Limited as trustee (as amended and supplemented), governing the $535 million 9.875% Senior

Secured Notes due 2022 (the 2022 Notes); and

(c) the indenture dated April 9, 2018 between, among others, the Issuer and Deutsche Trustee Company

Limited as trustee (as amended and supplemented), governing the $400 million 9.625% Senior

Secured Notes due 2023 (the 2023 Notes and, together with the 2021 Notes and the 2022 Notes, the

Notes).3

We further refer to the lock-up agreement dated [] 2020 between, among others, KCA Deutag Alpha II

Limited and certain creditors of the Group Companies (the Lock-Up Agreement), a copy of which is enclosed

with this notice.

Unless otherwise defined herein, capitalised terms used in this notice shall have the meanings given to them

in the Lock-Up Agreement.

We confirm that the Noteholders listed in the attached schedule (together with the amounts of their respective

holdings in the applicable Notes as at the date of this notice as verified by us), representing (i) [] per cent. in

aggregate principal amount of the then outstanding 2021 Notes, (ii) [] per cent. in aggregate principal amount

of the then outstanding 2022 Notes and (iii) [] per cent. in aggregate principal amount of the then outstanding

2023 Notes, have signed or acceded to the Lock-Up Agreement (the Participating Noteholders).

The Participating Noteholders have, by signing or acceding to the Lock-Up Agreement, authorised and

instructed us to send this notice on their behalf. This notice supersedes the notice sent to you on [9] May 2020

in connection with the Standstill Agreement.

3 Standing Notice to cover each relevant series of Notes for which the Participating Noteholders represent a majority in aggregate principal

amount of the then outstanding Notes of such series

0101521-0000029 UKO3: 2000454432.15 71

With reference to section 6.05 of each Notes Indenture, on behalf of the Participating Noteholders we hereby

give you irrevocable notice, on a standing basis, that the Participating Noteholders rescind any acceleration of

the Notes (including any automatic acceleration) and its consequences (including any related payment default

that may result from such acceleration) that has occurred prior to the date of this notice or occurs in the period

from (and including) the date of this notice to (and including) the date on which the Issuer makes a public

announcement or informs you in writing that the Lock-Up Agreement has terminated (the Lock-Up Period),

at which time this notice will cease to have effect.

With reference to section 6.07 of each Notes Indenture, on behalf of the Participating Noteholders we hereby

give you irrevocable instruction, on a standing basis until terminated as described in the paragraph above, that

the Participating Noteholders do not wish to pursue any remedy initiated by any Noteholder prior to the date

of this notice, or during the Lock-Up Period, with respect to the relevant Notes Indenture or the relevant Notes,

which instruction shall, for the avoidance of doubt, apply during the 60-day period referred to under section

6.07(a)(5).

This notice shall take effect automatically and immediately in respect of any acceleration of the Notes

(including any automatic acceleration) as of the date hereof and for the duration of the Lock-Up Period and

without the need for any further notice or instruction from us or from any Participating Noteholder.

This notice is given under, and shall be subject to the governing law and other provisions set out in, each Notes

Indenture applicable to the above-mentioned Notes.

Please confirm receipt of this notice by e-mail to [email protected].

Yours faithfully

EXECUTED

Name:

By

......................................

Title:

Dated

E-mail:

Telephone:

0101521-0000029 UKO3: 2000454432.15 72

SCHEDULE 7

FORM OF NOTICE OF HOLDINGS



From: [] [as a Participating Creditor]

Date: [ ]

KCA Deutag Alpha II Limited – Notice of Holdings

We refer to the Lock-Up Agreement entered or shortly to be entered into between, among others, KCA Deutag

Alpha II Limited and the Participating Creditors thereunder (the Agreement). This is a Notice of Holdings as

defined in the Agreement. Terms defined in the Agreement have the same meaning in this Notice of Holdings

unless given a different meaning in this Notice of Holdings.

The undersigned hereby certifies, represents and warrants that it is the beneficial owner of the aggregate

principal amount of holdings of Existing Financings as set out in the table below and is duly authorised to

deliver this Notice of Holdings to the Company and the Information Agent, and that such power has not been

encumbered, impaired or granted or assigned to any other person.

2021 Notes

(ISIN Codes:

US48244LAA61 /

USG5222MAA39;

CUSIPs:

48244LAA6 /

G5222MAA3)

2022 Notes

(ISIN Codes:

US48244LAC28 /

USG5222MAB12;

CUSIPs:

48244LAC2 /

G5222MAB1)

2023 Notes

(ISIN Codes:

US48244LAE83 /

USG5222MAC94;

CUSIPs:

48244LAE8 /

G5222MAC9)

Term Loans RCF Loans Ancillary

Facilities

[Note: please include principal amounts outstanding only, excluding any accrued but unpaid interest. For

Term Loans, RCF Loans and Ancillary Facilities, please include drawn and undrawn amounts.]

[For the purpose of payment of the Lock-Up Fee, our US Dollar bank account details are as follows:

Account Name:

Account Number:


Name of Correspondent Bank:

ABA:

[Bank account details only relevant if a Creditor that is a Lender accedes to the Agreement on or prior to the

Fee Accrual Date and are not in any event required for Noteholders as payment of the Lock-Up Fee in respect

of these Creditors will be made via the clearing systems]

0101521-0000029 UKO3: 2000454432.15 73

This Notice of Holdings and non-contractual obligations arising out of or in connection with it are governed

by English law.

EXECUTED

Name of Participating Creditor:

By ........................................................

Title:

Dated:

0101521-0000029 UKO3: 2000454432.15 74

SCHEDULE 8

FORM OF TRANSFER NOTICE (PARTICIPATING CREDITORS)

[Note: This notice is to be used where an exposure in respect of any Existing Financing is being transferred

from a Participating Creditor to another Participating Creditor. A Transfer Notice must be signed by both

the transferor and the transferee parties]



From: [] as a Participating Creditor (the Transferor) and [] as a Participating Creditor (the Transferee)

Date: [ ]

KCA Deutag Alpha II Limited – Lock-Up Agreement

dated [ ] 2020 (the Agreement)

We refer to the Agreement. This is a Transfer Notice (Participating Creditors). Terms defined in the

Agreement have the same meaning in this Transfer Notice (Participating Creditors) unless given a different

meaning in this Transfer Notice (Participating Creditors).

The principal amounts of Existing Financings set out in the table below, plus any accrued unpaid interest

thereon, have been transferred from the Transferor to the Transferee.

2021 Notes

(ISIN Codes:

US48244LAA61 /

USG5222MAA39;

CUSIPs: 48244LAA6 /

G5222MAA3)

2022 Notes

(ISIN Codes:

US48244LAC28 /

USG5222MAB12;

CUSIPs: 48244LAC2 /

G5222MAB1)

2023 Notes

(ISIN Codes:

US48244LAE83 /

USG5222MAC94;

CUSIPs: 48244LAE8 /

G5222MAC9)


Facilities



This Transfer Notice (Participating Creditors) may be executed in any number of counterparts and this has the

same effect as if the signatures on the counterparts were on a single copy of the Transfer Notice (Participating

Creditors).

This Transfer Notice (Participating Creditors) and non-contractual obligations arising out of or in connection

with it are governed by English law.

EXECUTED

Name of Transferor:

By

......................................

Title:

Dated

EXECUTED

Name of Transferee:

By

......................................

Title:

Dated

0101521-0000029 UKO3: 2000454432.15 75

SCHEDULE 9

FORM OF TRANSFER NOTICE (PARTICIPATING CREDITOR TO ADDITIONAL

PARTICIPATING CREDITOR)

[Note: This notice is to be used where an exposure in respect of any Existing Financing is being transferred

from a Participating Creditor to a party that is not a Participating Creditor. A Transfer Notice must be

signed by both the transferor and the transferee parties]



From: [] as a Participating Creditor (the Transferor) and [] as a Creditor (the Transferee)

Date: [ ]


dated [ ] April 2020 (the Agreement)

We refer to the Agreement. This is a Transfer Notice (Participating Creditor to Additional Participating

Creditor). Terms defined in the Agreement have the same meaning in this Transfer Notice (Participating

Creditor to Additional Participating Creditor) unless given a different meaning in this Transfer Notice

(Participating Creditor to Additional Participating Creditor).

We [Transferee] of [address/registered office] agree to become a Participating Creditor and to be bound by

the terms of the Agreement in such capacity.

The principal amounts of Existing Financings set out in the table below, plus any accrued unpaid interest

thereon, have been transferred from the Transferor to the Transferee.

2021 Notes

(ISIN Codes:

US48244LAA61 /

USG5222MAA39;

CUSIPs: 48244LAA6 /

G5222MAA3)

2022 Notes

(ISIN Codes:

US48244LAC28 /

USG5222MAB12;

CUSIPs: 48244LAC2 /

G5222MAB1)

2023 Notes

(ISIN Codes:

US48244LAE83 /

USG5222MAC94;

CUSIPs: 48244LAE8 /

G5222MAC9)


Facilities



This Transfer Notice (Participating Creditor to Additional Participating Creditor) may be executed in any

number of counterparts and this has the same effect as if the signatures on the counterparts were on a single

copy of the Transfer Notice (Participating Creditor to Additional Participating Creditor).

This Transfer Notice (Participating Creditor to Additional Participating Creditor) and non-contractual

obligations arising out of or in connection with it are governed by English law .

0101521-0000029 UKO3: 2000454432.15 76

The notice details of the Transferee for the purposes of the Agreement are as follows:

E-mail:

Telephone:

Attention:

[For the purpose of payment of the Lock-Up Fee, the Transferee’s US Dollar bank account details are as

follows:

Account Name:

Account Number:


Name of Correspondent Bank:

ABA:

[Bank account details only relevant if a Creditor accedes to the Agreement on or prior to the Fee Accrual Date

and are not in any event required for Noteholders as payment of the Lock-Up Fee in respect of these Creditors

will be made via the clearing systems]

EXECUTED

Name of Transferor:

By

......................................

Title:

Dated

EXECUTED

Name of Transferee:

By

......................................

Title:

Dated

0101521-0000029 UKO3: 2000454432.15 77

SCHEDULE 10

FORM OF INCREASE NOTICE

[Note: This notice is only to be used where a Participating Creditor acquires additional exposure in respect

of any Existing Financing from a person that is not a Participating Creditor (i.e. the acquired debt has not

previously been subject to the terms of the Lock-Up Agreement)]



From: [] [as a Participating Creditor]

Date: [ ]


dated [ ] 2020 (the Agreement)

We refer to the Agreement. This is an Increase Notice. Terms defined in the Agreement have the same meaning

in this Increase Notice unless given a different meaning in this Increase Notice.

We write to inform you that we have acquired additional principal holdings of Existing Financings, plus any

accrued unpaid interest thereon, from a Creditor that is not a Participating Creditor in the amounts set out in

the table below.

2021 Notes

(ISIN Codes:

US48244LAA61 /

USG5222MAA39;

CUSIPs:

48244LAA6 /

G5222MAA3)

2022 Notes

(ISIN Codes:

US48244LAC28 /

USG5222MAB12;

CUSIPs:

48244LAC2 /

G5222MAB1)

2023 Notes

(ISIN Codes:

US48244LAE83 /

USG5222MAC94;

CUSIPs:

48244LAE8 /

G5222MAC9


Facilities



This Increase Notice and non-contractual obligations arising out of or in connection with it are governed by

English law.

EXECUTED

Name of Participating Creditor:

By

......................................

Title:

Dated

0101521-0000029 UKO3: 2000454432.15 78

SCHEDULE 11

CONDITIONS PRECEDENT

1. Written confirmation from the Information Agent that (on the basis of each Original Participating

Creditor’s Notice of Holdings) this Agreement has been executed by Original Participating Creditors

holding at least 50 per cent. of the total aggregate principal amount of each series of Notes and at least

50 per cent. of the total aggregate exposures (including all drawn amounts, undrawn commitments and

contingent liabilities in respect of issued letters of credit or bank guarantees, but not interest or other

amounts) under the Credit Facilities.

2. A copy of a resolution of the board of directors or managers (as applicable) of each Obligor and each

Core Holdco:

(a) approving the terms of this agreement and resolving that it execute, deliver and perform this

Agreement;

(b) authorising a specified person or persons to execute this Agreement on its behalf; and

(c) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents

and notices to be signed and/or despatched by it under or in connection with this Agreement.

3. Payment by a Group Company of the fees, costs and expenses of the Advisors, in each case incurred

and invoiced prior to 5:00 pm London time on 20 July 2020.

4. A copy of the Deloitte Steps Paper.

0101521-0000029 UKO3: 2000454432.15 79

SCHEDULE 12

RESTRUCTURING CONDITIONS PRECEDENT

Without prejudice to any conditions precedents or other requirements in the Restructuring Term Sheets or to

be agreed in accordance with Clause 5.2 (Restructuring Documents), the occurrence of the Completion Date

shall be subject to the following conditions precedent, in each case to be provided by the relevant Obligor and

to be in form and substance satisfactory to the Majority Participating AHC Creditors and the Majority

Participating RCF Lenders:

1. provided it has been completed on or before the Completion Date, an independent business review

prepared by Deloitte GmbH Wirtschaftsprüfungsgesellschaft as restructuring expert in relation to

Abbot Verwaltungsgesellshaft GmbH, Bentec GmbH Drilling and Oilfield Systems, KCA Deutag

Drilling GmbH, KCA Deutag GmbH and KCA Deutag Tiefbohrgesellschaft GmbH (together, the

German Obligors) which covers in all material respects the items listed in Schedule 13 (Scope of

Deloitte IBR) and, as at the date of its issuance:

(a) complies with the principles established by the German Federal Court of Justice for expert

reports relating to restructuring concepts;

(b) confirms that, subject to the restructuring steps and measures examined in such report being

implemented, the German Obligors are capable of being successfully restructured

(sanierungsfähig); and

(c) is in form and substance satisfactory to, and can be relied on by, each member of the Ad-Hoc

Group and each RCF Lender (but only to the extent that each such member of the Ad-Hoc

Group or RCF Lender has agreed the terms of such reliance with Deloitte LLP before the

Completion Date);

2. the final Tax Structure Paper (in a form and substance acceptable to Advisors (acting reasonably) and

capable of being relied upon by each member of the Ad-Hoc Group and each RCF Lender (but only

to the extent that each such member of the Ad-Hoc Group or RCF Lender has agreed the terms of such

reliance with Deloitte LLP before the Completion Date));

3. confirmation that all necessary suspensory merger control clearances (or equivalent) have been

obtained in connection with the Proposed Restructuring;

4. confirmation that the L/C facility agreement provided by . dated 21

February 2019 has been terminated;

5. evidence of payment of all fees, costs and expenses of the Advisors then due, in accordance with the

terms of the Advisor Fee Letters; and

6. each document required by each Participating Creditor which is a Reinstated Bilateral Facility Lender

in order for it to carry out, and be satisfied with, the results of all necessary "know your customer"

checks to be carried out by it in relation to the Alpha Group under any applicable laws and/or

regulations pursuant to the transactions contemplated in the Restructuring Documents .

0101521-0000029 UKO3: 2000454432.15 80

SCHEDULE 13

SCOPE OF DELOITTE IBR

KCAD - IBR (issued in English language; additional German Summary)

Scope of work Group Perspective Deep dive Germany

I Business OverviewDescription of the Group's/German Subgroup's business model (main success key drivers:

products, customers, etc.) x x

Description of the Group's/German Subgroup organizational and ownership structure x x

Value chain and intergroup trading relations x x

Analysis of key processes x x

Review of major contracts (supplier, customers, etc.) x x

Debt and collateral structure x x

Identification of legal issues/key risks x x

Description of main tax issues (provided separately by tax experts) - -

II Market Overview

Assessment of relevant market, market volume and expected market development;

sustainability of market (sales and purchase markets)x x

Assessment of Management's expectation for development x x

Assessment of Competitive Situation (incl. market positioning and competitor analysis) x x

III Analysis of historical and current financial performance

III a Profit and loss

Top-line performance x x

Gross margin x x

Major cost items x x

Interest expenses x x

III b Balance sheet

Analysis of fixed assets x x

Working capital development/requirements x x

Development of other key asset/liability positions x x

III c Cash (flow)

Current liquidity position (incl. minimum cash requirement and restricted cash) x x

Free cash flow and debt service capacity x x

Analysis of potential cash pooling, respectively flow of cash/availability of liquidity for German

Subgroupx x

III d Off-balance sheet

Overview on contractual obligations / off-balance sheet liabilities x x

IV Stage of and reasons for the crisis

Stage of and reason for crisis x

SWOT x

Future strategy x

V Evaluation of restructuring measures

Review of operational measures planned by Management x x

Financial measures

Liquidity generating measures (working capital related, sale of assets, etc.) x x

Debt restructuring plan x x

Shareholder contribution x

Current status of measures x x

Impact of measures during planning period x x

VI Review of integrated business plan 2020-2023 (incl. restructuring measures)

VI a Profit and loss

Analysis of major planning assumptions

Top-line planning x x

Gross margin planning x x

Personal cost x x

Other operating costs x x

Interest expenses (assumed interest rates) x x

VI b Balance sheet

Development of assets and liabilities x x

Working capital development x x

Bank loan development x x

VI c Cash flow

Review of free cash flow development x x

Review of debt service (restructuring) x x

Review of cash development x x

Review of transferability of cash x

VI d Others

Scenario analysis / Stress case based on identified planning risks x x

Technical review of business plan model x

VII Review of short-term liquidity planning

Validation of short-term liquidity forecast x x

VIII Going concern and Conclusion

Current financial status x x

Test on over-indebtedness x

Competitive positioning x

Conclusion/opinion x

not applicable

0101521-0000029 UKO3: 2000454432.15 81

SCHEDULE 14

FORMS OF SUPPLEMENTAL INDENTURE

Allen & Overy LLP

0101521-0000029 UKO3: 2000706177.11

FOURTH SUPPLEMENTAL INDENTURE

[], 2020

among

KCA DEUTAG UK FINANCE PLC

as Issuer

KCA DEUTAG ALPHA LIMITED

as Company

THE SUBSIDIARY GUARANTORS LISTED IN SCHEDULE I OF THE INDENTURE

as Subsidiary Guarantors

DEUTSCHE TRUSTEE COMPANY LIMITED

as Trustee

and

LLOYDS BANK PLC

as Security Agent

0101521-0000029 UKO3: 2000706177.11

CONTENTS

Clause Page

1. Capitalized Terms .................................................................................................................................. 2 2. Amendments to Section 1.01 (Definitions) ........................................................................................... 2 3. Amendments to Section 1.03 (Rules of Construction) .......................................................................... 3 4. Amendments to Section 2.15 (Agents) .................................................................................................. 3 5. Amendments to Section 6.01 (Events of Default) ................................................................................. 3 6. Amendments to Article Seven (Trustee) ............................................................................................... 3 7. Amendments to Article Fourteen (Miscellaneous) and Exhibits ........................................................... 5 8. Conforming Changes ............................................................................................................................. 7 9. Corresponding Amendments ................................................................................................................. 8 10. Ratification of Indenture; Supplemental Indenture Part of Indenture ................................................... 8 11. Governing Law ...................................................................................................................................... 8 12. Successors ............................................................................................................................................. 8 13. Counterparts .......................................................................................................................................... 8 14. Severability ............................................................................................................................................ 9 15. Benefit of Fourth Supplemental Indenture ............................................................................................ 9 16. Effect of Headings ................................................................................................................................. 9 17. The Trustee and the Security Agent ...................................................................................................... 9 18. Effectiveness ......................................................................................................................................... 9

0101521-0000029 UKO3: 2000706177.11 1

FOURTH SUPPLEMENTAL INDENTURE (this Fourth Supplemental Indenture), dated as of [], 2020,

AMONG

(1) KCA DEUTAG UK FINANCE PLC, a public limited company incorporated under the laws of England and Wales as Issuer (the Issuer),

(2) KCA DEUTAG ALPHA LIMITED, a limited liability company under the laws of England and Wales, as Company (the Company),

(3) the SUBSIDIARY GUARANTORS listed in Schedule I of the Indenture (as defined below) as subsidiary guarantors (the Subsidiary Guarantors and, together with the Company, the Guarantors),

(4) DEUTSCHE TRUSTEE COMPANY LIMITED as trustee (the Trustee), and

(5) LLOYDS BANK PLC as security agent (the Security Agent).

W I T N E S S E T H

(A) WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture, dated as of April 9, 2018, as amended and supplemented from time to time (the Indenture), providing for the issuance of $400,000,000 9.625% Senior Secured Notes due 2023 (the Notes);

(B) WHEREAS, the Issuer has entered into a lock-up agreement in connection with a proposed financial restructuring of the Company and certain of its affiliates on [], 2020 with certain Holders of the outstanding Notes (the Lock-up Agreement) pursuant to which such Holders have provided consents (the Consents) to make certain amendments (the Proposed Amendments) to the terms and conditions of the Indenture;

(C) WHEREAS, the parties hereto are entering into this Fourth Supplemental Indenture in order to amend the Indenture to (i) change the governing law of the Indenture, the Notes and the Guarantees to English law and to submit to the jurisdiction of the courts of England and Wales, (ii) include standard provisions governing the powers, rights and responsibilities of trustees under English law-governed trust deeds, (iii) make such other changes as the Trustee may request in connection with such powers, rights and responsibilities, and (iv) provide that the implementation of one or more schemes of arrangement under English law pursuant to Part 26 of the Companies Act 2006 and any related petition filed under Chapter 15 of the United States Bankruptcy Code of 1978, as amended (collectively, the Scheme), would not constitute an Event of Default;

(D) WHEREAS, Section 9.02 of the Indenture provides that the Issuer, the Guarantors, the Trustee and the Security Agent may amend or supplement the Indenture with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding;

(E) WHEREAS, the Proposed Amendments require Consents from the Holders of at least a majority in aggregate principal amount of the then outstanding Notes, which Consents were received on [], 2020;

0101521-0000029 UKO3: 2000706177.11 2

(F) WHEREAS, Section 9.03 of the Indenture provides that a supplemental indenture becomes effective in accordance with its terms and thereafter binds every Holder;

(G) WHEREAS, the Issuer and the Guarantors hereby request the Trustee and the Security Agent to join with them in the execution and delivery of this Fourth Supplemental Indenture, and in accordance with Sections 9.02, 9.05, 14.03, and 14.04 of the Indenture, and the Issuer has furnished, or caused to be furnished, to the Trustee, and the Trustee has received, evidence satisfactory to the Trustee of the consent of the Holders, an Officer's Certificate and Opinions of Counsel stating, among other things, that this Supplemental Indenture is authorized by the provisions of the Indenture and that the Trustee is authorized and permitted to enter into this Supplemental Indenture;

(H) WHEREAS, the Issuer will prepare a practice statement letter (the Practice Statement Letter), and deliver such Practice Statement Letter to all relevant creditors in connection with the Scheme; and

(I) WHEREAS, all conditions to the execution and delivery of this Fourth Supplemental Indenture pursuant to Sections 9.02, 9.05 and 14.03 of the Indenture have been satisfied, and all other requirements necessary to make this Fourth Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms have been met and performed by the Issuer and the Guarantors, and the execution and delivery of this Fourth Supplemental Indenture has been duly authorized by the Issuer and each of the Guarantors in all respects.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Guarantors, the Trustee and the Security Agent mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

1. CAPITALIZED TERMS

Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. AMENDMENTS TO SECTION 1.01 (DEFINITIONS)

Section 1.01 (Definitions) of the Indenture is hereby amended by adding the bold underlined text in alphabetical order and deleting the text marked with a strikethrough:

“Deed” means this deed in respect of the Notes (including any Additional Notes issued hereunder) as amended or supplemented from time to time.

“Indenture” means this indenture in respect of the Notes (including any Additional Notes issued hereunder) as amended or supplemented from time to time.

“Lock-up Agreement” means the lock-up agreement dated [], 2020, among, inter alios, the Issuer and certain of its creditors.

“Trustee Acts” means the Trustee Act 1925 (of England and Wales) and the Trustee Act 2000 (of England and Wales).

0101521-0000029 UKO3: 2000706177.11 3

3. AMENDMENTS TO SECTION 1.03 (RULES OF CONSTRUCTION)

The Indenture will be amended by inclusion of new Sections 1.03(8) and (9) which shall read as follows:

(8) “approval or consent not to be unreasonably withheld or delayed” or like references mean, in relation to the Trustee, that, in determining whether to give such approval, the Trustee shall have due regard to the interests of the Holders (as a class) and any determination as to whether or not its approval is unreasonably withheld or delayed shall be made on that basis; and

(9) “acting reasonably” and similar expressions means, in relation to the Trustee, acting, having due regard to, and taking account of, the interests of the Holders.

4. AMENDMENTS TO SECTION 2.15 (AGENTS)

The Indenture will be amended by inclusion of a new Section 2.15(i) which shall read as follows:

“(i) The Agents will hold funds as banker subject to the terms of this Deed and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client money.”

5. AMENDMENTS TO SECTION 6.01 (EVENTS OF DEFAULT)

Section 6.01 (Events of Default) of the Indenture is hereby amended by inserting the following bold underlined paragraph immediately after Section 6.01(a) as follows:

“Notwithstanding the foregoing provisions of this Section 6.01, any scheme of arrangement under Part 26 of the Companies Act 2006 (and any related petition filed under Chapter 15 of the United States Bankruptcy Code of 1978, as amended) or any proposed restructuring, in each case as contemplated by the Lock-up Agreement, or any step taken by the Issuer, the Guarantors or any Restricted Subsidiary in contemplation of or with respect to such scheme of arrangement or any proposed restructuring under the Lock-up Agreement shall not be a Default or Event of Default under this Section 6.01.”

6. AMENDMENTS TO ARTICLE SEVEN (TRUSTEE)

6.1 Article 7 (Trustee) of the Indenture is hereby amended by inserting the following bold underlined paragraph before Section 7.01 (Duties of Trustee):

“Where there are any inconsistencies between the Trustee Acts and the provisions of this Deed and the Notes, the provisions of this Deed and the Notes shall, to the extent allowed by law, prevail and, in the case of any such inconsistency with the Trustee Acts, the provisions of this Deed and the Notes shall constitute a restriction or exclusion for the purposes of those Acts. The Trustee shall have all the powers conferred upon a trustee by the Trustee Acts, and by way of supplement thereto it is expressly declared as follows:”

0101521-0000029 UKO3: 2000706177.11 4

6.2 Section 7.01(a) of the Indenture will be amended in its entirety to read as follows (with deleting the text marked with a strikethrough):

“(a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has received a written notice, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. For the avoidance of doubt, notwithstanding any other provision of this Deed, the Trustee shall not be liable to any person for any matter or thing done or omitted in any way in connection with its role as Trustee under this Deed save in respect of its own gross negligence, wilful default or fraud.”

6.3 Section 7.01(b) of the Indenture will be amended in its entirety to read as follows (with deleting the text marked with a strikethrough):

“(b) Except during the continuance of an Event of Default of which the Trustee has received written notice:

(i) the duties of the Trustee and the Agents shall be determined solely by the express provisions of this Deed and the Trustee and the Agents need perform only those duties that are specifically set forth in this Deed and no others, and no implied covenants or obligations shall be read into this Deed against the Trustee and the Agents; and

(ii) in the absence of gross negligence, willful default or fraud on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Deed with respect to certificates or opinions specifically required to be furnished to it hereunder, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Deed (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).”

6.4 Section 7.02 (Rights of Trustee) is hereby amended by adding the bold underlined text to clause (i) and deleting the text marked with a strikethrough:

"The rights, privileges, indemnities, protections, immunities and benefits given to the Trustee, including its right to be indemnified and/or secured to its satisfaction, are extended to, and shall be enforceable by the Trustee in each of its capacities hereunder and by each agent (including the Agents) and the Security Agent, custodian and other person employed to act hereunder (including the Collateral Documents) and the Agents and each of their respective officers, directors, employees and agents (including any receiver appointed by the Security Agent) as if reference to the Trustee was to such agent, the Security Agent, custodian or other person. Absent willful misconduct or gross negligence, each Agent shall not be liable for acting in good faith on instructions believed by it to be genuine and from the proper party.”

6.5 Section 7.02 (Rights of Trustee) is hereby amended by adding the bold underlined text to Clause (s) and deleting the text marked with a strikethrough as follows:

“The Trustee may refrain from taking any action in any jurisdiction if the taking of such action in that jurisdiction would, in its opinion, based upon legal advice in the relevant jurisdiction,

0101521-0000029 UKO3: 2000706177.11 5

be contrary to any law of that jurisdiction or, to the extent applicable, England and Walesthe State of New York.”

6.6 The Indenture will be amended by inclusion of new Sections 7.02(x), (y), (z), (aa), and (bb) which shall read as follows:

“(x) In connection with the exercise of its functions hereunder the Trustee shall have regard to the interests of Holders as a class but shall not have regard to any interests arising from circumstances particular to individual Holders (whatever their number) and, in particular but without limitation, shall not have regard to the consequences of the exercise of its trusts, powers or discretions for individual Holders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory, and the Trustee shall not be entitled to require, nor shall any Holder be entitled to claim, from the Issuer or any other person any indemnification or payment in respect of any tax consequence of any such exercise upon individual Holders, expect as provided for in this Deed.

(y) Unless ordered to do so by a court of competent jurisdiction, the Trustee shall not be required to disclose to any Holder or any third party any confidential financial or other information made available to the Trustee by the Issuer and no Holder shall be entitled to take any action to obtain from the Trustee any such information.

(z) As between itself and the Holders, the Trustee may determine all questions and doubts arising in relation to any provisions of this Deed. Every such determination whether made upon such a question actually raised or implied in the acts or proceedings of the Trustee, will be conclusive in the absence of manifest error and shall bind the Trustee and the Holders.

(aa) The Trustee may call for and shall be at liberty to accept and place full reliance on as sufficient evidence thereof and shall not be liable to the Issuer, the Guarantors or any Noteholder by reason only of either having accepted as valid or not having rejected any certificate or other document issued by any clearing system as to the nominal amount of the Notes beneficially owned by any person or any other matter (and any such certificate or other document so accepted by the Trustee shall, in the absence of manifest error, be conclusive and binding for all purposes) and any such certificate or other document may comprise any form of statement or print out of electronic records provided by the relevant clearing system in accordance with its usual procedures and in which the holder of a particular nominal amount of the Notes is clearly identified together with the amount of such holding.

(bb) The Issuer shall send or procure to be sent to the Trustee one copy of each notice to be given to the Holders at the same time as such notice is given to the Holders.”

7. AMENDMENTS TO ARTICLE FOURTEEN (MISCELLANEOUS) AND EXHIBITS

7.1 Section 14.02 (Communications) of the Indenture is hereby amended by deleting the text marked with a strikethrough in clause (a) as follows:

“Holders may communicate pursuant to TIA §312(b), as if this Indenture were required to be qualified under the TIA, with other Holders with respect to their rights under this Deed or the Notes.”

0101521-0000029 UKO3: 2000706177.11 6

7.2 Section 14.06 (Agent for Service; Submission to Jurisdiction; Waiver of Immunities) of the Indenture is hereby deleted and replaced in its entirety to read as follows:

“The courts of England and Wales shall have jurisdiction to settle any disputes that arise out of or in connection with the Deed, the Notes and the Guarantees, and accordingly any legal action or proceedings arising out of or in connection with the Deed, the Notes and the Guarantees (“Proceedings”) may be brought in such courts. The courts of England and Wales shall have exclusive jurisdiction to settle any Proceedings instituted by the Issuer or any of the Guarantors in relation to any Holder or the Trustee on behalf of the Holders (“Issuer Proceedings”). The Issuer, each of the Guarantors, the Trustee and each Holder (each, a “Party”) irrevocably submit to the jurisdiction of such courts and agree that the courts of England and Wales are the most appropriate and the most convenient courts to settle Issuer Proceedings and accordingly no Party shall argue to the contrary. Notwithstanding the foregoing, this Section 14.06 shall not limit the rights of the Trustee and each of the Holders to institute any Proceedings against the Issuer or any of the Guarantors in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not). Without prejudice to any other mode of service allowed under any relevant law, each Guarantor (other than a Guarantor incorporated in England and Wales) irrevocably appoints the Issuer, with its registered address at 1 Park Row, Leeds, England, LS1 5AB, United Kingdom, as its agent for service of process in relation to any proceedings before the English courts in connection with this Deed and the Issuer accepts that appointment); and agrees that failure by an agent for service of process to notify the relevant Guarantor of the process will not invalidate the proceedings concerned.”

7.3 Section 14.08 of the Indenture is hereby deleted and replaced in its entirety to read as follows:

“THIS DEED, THE NOTES AND THE GUARANTEES (AND ALL NON-CONTRACTUAL OBLIGATIONS ARISING OUT OF OR IN CONNECTION WITH THEM) ARE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF ENGLAND AND WALES.”

7.4 Article 14 (Miscellaneous) is hereby amended by inclusion of new Sections 14.17 (Contracts (Rights of Third Parties) Act 1999), 14.18 (Entire Agreement) and Section 14.19 (Trustee Acts) which shall read as follows:

“Section 14.17 Contracts (Rights of Third Parties) Act 1999

A Person who is not a party to this Deed has no right to enforce any provision of this Deed under the Contracts (Rights of Third Parties) Act 1999, except as otherwise expressly provided under this Deed (including with respect to Article 6 and Section 7.02 hereunder).

Section 14.18 Entire Agreement

This Deed contains the whole agreement between the parties relating to the subject matter of this Deed at the date of this Deed to the exclusion of any terms implied by law which may be excluded by contract and supersedes any previous written or oral agreement between the parties in relation to the matters dealt with in this Deed. Each party acknowledges that it has not been induced to enter into this Deed by any representation, warranty or undertaking not expressly incorporated into it. So far as is permitted by law and except in the case of fraud, each party agrees and acknowledges that its only right and remedy in relation to any

0101521-0000029 UKO3: 2000706177.11 7

representation, warranty or undertaking made or given in connection with this Deed shall be for breach of the terms of this Deed to the exclusion of all other rights and remedies (including those in tort or arising under statute).

Section 14.19 Trustee Acts

(a) Any exercise by the Trustee of any rights or powers under this Deed that are the same as or similar to any rights or powers conferred on a trustee by the Trustee Acts shall be construed solely as the exercise of the relevant rights or powers under this Deed and not as the exercise of the same or any similar rights or powers under the Trustee Acts. The disapplication of certain parts or Sections of the Trustee Acts as provided herein shall constitute an exclusion of the relevant parts of the Trustee Acts for the purposes of that Trustee Act.

(b) Section 1 of the Trustee Act 2000 (of England and Wales) shall not apply to any function of the Trustee, provided that if the Trustee fails to show the degree of care and diligence required of it as trustee, nothing in this Deed shall relieve or indemnify it from or against any liability which would otherwise attach to it in respect of any gross negligence, willful default or fraud of which it may be guilty.”

7.5 Section 20 of Exhibit A of the Indenture and the corresponding provision of any Global Note or Definitive Registered Note is hereby amended in its entirety to read as follows:

“THE DEED, THIS NOTE AND THE GUARANTEES (AND ALL NON-CONTRACTUAL OBLIGATIONS ARISING OUT OF OR IN CONNECTION WITH THEM) ARE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF ENGLAND AND WALES.”

7.6 Section 7 of Exhibit E of the Indenture is hereby amended in its entirety to read as follows:

“THIS SUPPLEMENTAL DEED, THE NOTES AND THE GUARANTEES (AND ALL NON-CONTRACTUAL OBLIGATIONS ARISING OUT OF OR IN CONNECTION WITH THEM) ARE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF ENGLAND AND WALES.”


“Section 14.06 of the Deed shall apply, mutatis mutandis, to this Supplemental Deed.”

8. CONFORMING CHANGES

The parties hereto hereby permit and approve any and all conforming changes, including conforming waivers and amendments, to the Indenture (as amended and supplemented), the Notes, the Guarantees and any related documents and any documents appended thereto that may be required by, or as a result of, the execution of this Fourth Supplemental Indenture or to otherwise effect the Proposed Amendments, including changing all references to “Indenture” to “Deed” wherever appropriate.

0101521-0000029 UKO3: 2000706177.11 8

9. CORRESPONDING AMENDMENTS

Pursuant to Section 4 of each Global Note, with effect on and from the date hereof, each Global Note shall be deemed supplemented, modified and amended in such manner as necessary to make the terms of such Global Note consistent with the terms of the Indenture, as amended by this Fourth Supplemental Indenture. To the extent of any conflict between the terms of the Notes and the terms of the Indenture, as amended by this Fourth Supplemental Indenture, the terms of the Indenture, as amended by this Fourth Supplemental Indenture, shall govern and be controlling.

10. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE PART OF INDENTURE

10.2 Upon the execution and delivery of this Fourth Supplemental Indenture by the parties hereto, the Indenture shall be supplemented in accordance herewith, and this Fourth Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby.

10.3 Except as supplemented hereby, all provisions in the Indenture shall remain in full force and effect.

10.4 The Indenture, as supplemented by this Fourth Supplemental Indenture, is in all respects confirmed and preserved.

11. GOVERNING LAW

THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS FOURTH SUPPLEMENTAL INDENTURE, WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

12. SUCCESSORS

All agreements of the Issuer in this Fourth Supplemental Indenture shall bind its successors. All agreements of the Trustee in this Fourth Supplemental Indenture shall bind its successors. All agreements of each Guarantor in this Fourth Supplemental Indenture shall bind its successors, except as otherwise provided in Section 11.02 of the Indenture, as amended by this Fourth Supplemental Indenture.

13. COUNTERPARTS

The parties may sign any number of copies of this Fourth Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Fourth Supplemental Indenture and of signature pages by facsimile or email (in PDF format or otherwise) shall constitute effective execution and delivery of this Fourth Supplemental Indenture as to the parties hereto and may be used in lieu of the original Fourth Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or email (in PDF format or otherwise) shall be deemed to be their original signatures for all purposes.

0101521-0000029 UKO3: 2000706177.11 9

14. SEVERABILITY

In case any provision in this Fourth Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

15. BENEFIT OF FOURTH SUPPLEMENTAL INDENTURE

Nothing in this Fourth Supplemental Indenture, express or implied, shall give to any person, other than the parties hereto and their successors hereunder and the Holders of the Notes, any benefit of any legal or equitable right, remedy or claim under the Indenture, this Fourth Supplemental Indenture or the Notes.

16. EFFECT OF HEADINGS

The section headings herein are for convenience only and shall not affect the construction hereof.

17. THE TRUSTEE AND THE SECURITY AGENT

Each of the Trustee and the Security Agent enters this Supplemental Indenture in reliance on the Officer's Certificate and Opinions of Counsel referred to in recital G above and solely to give effect to the Proposed Amendments that Holders of not less than a majority in aggregate principal amount of the Notes then outstanding have consented to. In entering into this Supplemental Indenture, the Trustee and the Security Agent shall be entitled to the benefit of every provision of the Indenture (including, for the avoidance of doubt, Section 7.07 of the Indenture which is hereby expressly confirmed by the Issuer and each Guarantor for the benefit of the Trustee and the Security Agent) and the Notes relating to the conduct or affecting the liability or affording protection to the Trustee and the Security Agent, whether or not elsewhere herein so provided. Furthermore, the Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fourth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer and the Guarantors.

18. EFFECTIVENESS

This Fourth Supplemental Indenture shall be effective upon execution and delivery of this instrument by the parties hereto. Notwithstanding the foregoing sentence, the amendments set forth in this Fourth Supplemental Indenture shall become operative one Business Day before the delivery of the Practice Statement Letter and only if the Practice Statement Letter is delivered to the relevant creditors pursuant to the Scheme. The Issuer shall (or its legal advisors on its behalf) notify the Trustee one Business Day prior to the delivery of the Practice Statement Letter to the relevant creditors pursuant to the Scheme or if the Practice Statement Letter will not be so delivered. The Issuer hereby represents, warrants, and certifies to the Trustee that the holders of at least a majority in aggregate principal amount of the Notes outstanding have provided consents to the execution of this Fourth Supplemental Indenture.

(Signature pages to Fourth Supplemental Indenture – 2023 Notes)

SIGNATURES

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Fourth Supplemental Indenture as of the date first written above.

KCA DEUTAG UK FINANCE PLC as Issuer

By: _______________________________ Name: Title:


KCA DEUTAG ALPHA LIMITED as Company

By: _______________________________ Name: Title:


KCA DEUTAG ALPHA II LIMITED as Subsidiary Guarantor

By: _______________________________ Name: Title:


ABBOT GROUP LIMITED as Subsidiary Guarantor

By: _______________________________ Name: Title:


ABBOT HOLDINGS LIMITED as Subsidiary Guarantor

By: _______________________________ Name: Title:


KCA DEUTAG DRILLING GROUP LIMITED as Subsidiary Guarantor

By: _______________________________ Name: Title:


ABBOT INVESTMENTS (NORTH AFRICA) LIMITED as Subsidiary Guarantor

By: _______________________________ Name: Title:


KCA DEUTAG CASPIAN LIMITED as Subsidiary Guarantor

By: _______________________________ Name: Title:


KCA EUROPEAN HOLDINGS LIMITED as Subsidiary Guarantor

By: _______________________________ Name: Title:


KCA DEUTAG US FINANCE LLC as Subsidiary Guarantor

By: _______________________________ Name: Title:


KCA DEUTAG DRILLING LIMITED as Subsidiary Guarantor

By: _______________________________ Name: Title:


KCA DEUTAG RIG DESIGN SERVICES LIMITED as Subsidiary Guarantor

By: _______________________________ Name: Title:


KCA DEUTAG TECHNICAL SUPPORT LIMITED as Subsidiary Guarantor

By: _______________________________ Name: Title:


SET DRILLING COMPANY LIMITED as Subsidiary Guarantor

By: _______________________________ Name: Title:


KCA DEUTAG GMBH as Subsidiary Guarantor

By: _______________________________ Name: Title:


KCA DEUTAG DRILLING GMBH as Subsidiary Guarantor

By: _______________________________ Name: Title:


ABBOT VERWALTUNGSGESELLSCHAFT MBH as Subsidiary Guarantor

By: _______________________________ Name: Title:


KCA DEUTAG TIEFBOHRGESELLSCHAFT MBH as Subsidiary Guarantor

By: _______________________________ Name: Title:


BENTEC GMBH DRILLING AND OILFIELD SYSTEMS as Subsidiary Guarantor

By: _______________________________ Name: Title:


KCA DEUTAG HOLDINGS NORGE AS as Subsidiary Guarantor

By: _______________________________ Name: Title:


ABBOT HOLDINGS NORGE AS as Subsidiary Guarantor

By: _______________________________ Name: Title:


KCA DEUTAG DRILLING NORGE AS as Subsidiary Guarantor

By: _______________________________ Name: Title:


KCA DEUTAG OFFSHORE AS as Subsidiary Guarantor

By: _______________________________ Name: Title:


KCA DEUTAG DRILLING OFFSHORE SERVICES AS as Subsidiary Guarantor

By: _______________________________ Name: Title:


KCA DEUTAG MODU OPERATIONS AS as Subsidiary Guarantor

By: _______________________________ Name: Title:


KCA DEUTAG EUROPE B.V. as Subsidiary Guarantor

By: _______________________________ Name: Title:


KCA DEUTAG NEDERLAND B.V. as Subsidiary Guarantor

By: _______________________________ Name: Title:


KCA DEUTAG PTE.LTD. as Subsidiary Guarantor

By: _______________________________ Name: Title:


KCA DEUTAG (LAND RIG) LIMITED as Subsidiary Guarantor

By: _______________________________ Name: Title:


KCA DEUTAG ENERGY GLOBAL LLC

as Subsidiary Guarantor

By: _______________________________ Name: Title:


KCA DEUTAG ENERGY INTERNATIONAL LLC as Subsidiary Guarantor

By: _______________________________ Name: Title:


KCA DEUTAG ENERGY LLC as Subsidiary Guarantor

By: _______________________________ Name: Title:


KCA DEUTAG ENERGY NATIONAL LLC as Subsidiary Guarantor

By: _______________________________ Name: Title:


KCA DEUTAG DRILLING LLC as Subsidiary Guarantor

By: _______________________________ Name: Title:


KCA DEUTAG RUSSIA LLC as Subsidiary Guarantor

By: _______________________________ Name: Title:


KCA DEUTAG GULF DRILLING LIMITED COMPANY as Subsidiary Guarantor

By: _______________________________ Name: Title:


DEUTSCHE TRUSTEE COMPANY LIMITED as Trustee

By: _______________________________ Name: Title:

By: _______________________________ Name: Title:


LLOYDS BANK PLC as Security Agent

By: _______________________________ Name: Title:

Allen & Overy LLP

0101521-0000029 UKO3: 2000714615.4

SIXTH SUPPLEMENTAL INDENTURE

[], 2020

among


as Issuer


as Company




as Trustee

and

LLOYDS BANK PLC

as Security Agent

0101521-0000029 UKO3: 2000714615.4

CONTENTS

Clause Page

1. Capitalized Terms .................................................................................................................................. 2 2. Amendments to Section 1.01 (Definitions) ........................................................................................... 2 3. Amendments to Section 1.03 (Rules of Construction) .......................................................................... 3 4. Amendments to Section 2.15 (Agents) .................................................................................................. 3 5. Amendments to Section 6.01 (Events of Default) ................................................................................. 3 6. Amendments to Article Seven (Trustee) ............................................................................................... 3 7. Amendments to Article Fourteen (Miscellaneous) and Exhibits ........................................................... 5 8. Conforming Changes ............................................................................................................................. 7 9. Corresponding Amendments ................................................................................................................. 8 10. Ratification of Indenture; Supplemental Indenture Part of Indenture ................................................... 8 11. Governing Law ...................................................................................................................................... 8 12. Successors ............................................................................................................................................. 8 13. Counterparts .......................................................................................................................................... 8 14. Severability ............................................................................................................................................ 9 15. Benefit of Sixth Supplemental Indenture .............................................................................................. 9 16. Effect of Headings ................................................................................................................................. 9 17. The Trustee and the Security Agent ...................................................................................................... 9 18. Effectiveness ......................................................................................................................................... 9

0101521-0000029 UKO3: 2000714615.4 1

SIXTH SUPPLEMENTAL INDENTURE (this Sixth Supplemental Indenture), dated as of [], 2020,

AMONG






W I T N E S S E T H

(A) WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture, dated as of April 5, 2017, as amended and supplemented from time to time (the Indenture), providing for the issuance of $535,000,000 9.875% Senior Secured Notes due 2022 (the Notes);


(C) WHEREAS, the parties hereto are entering into this Sixth Supplemental Indenture in order to amend the Indenture to (i) change the governing law of the Indenture, the Notes and the Guarantees to English law and to submit to the jurisdiction of the courts of England and Wales, (ii) include standard provisions governing the powers, rights and responsibilities of trustees under English law-governed trust deeds, (iii) make such other changes as the Trustee may request in connection with such powers, rights and responsibilities, and (iv) provide that the implementation of one or more schemes of arrangement under English law pursuant to Part 26 of the Companies Act 2006 and any related petition filed under Chapter 15 of the United States Bankruptcy Code of 1978, as amended (collectively, the Scheme), would not constitute an Event of Default;



0101521-0000029 UKO3: 2000714615.4 2


(G) WHEREAS, the Issuer and the Guarantors hereby request the Trustee and the Security Agent to join with them in the execution and delivery of this Sixth Supplemental Indenture, and in accordance with Sections 9.02, 9.05, 14.03, and 14.04 of the Indenture, and the Issuer has furnished, or caused to be furnished, to the Trustee, and the Trustee has received, evidence satisfactory to the Trustee of the consent of the Holders, an Officer's Certificate and Opinions of Counsel stating, among other things, that this Supplemental Indenture is authorized by the provisions of the Indenture and that the Trustee is authorized and permitted to enter into this Supplemental Indenture;


(I) WHEREAS, all conditions to the execution and delivery of this Sixth Supplemental Indenture pursuant to Sections 9.02, 9.05 and 14.03 of the Indenture have been satisfied, and all other requirements necessary to make this Sixth Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms have been met and performed by the Issuer and the Guarantors, and the execution and delivery of this Sixth Supplemental Indenture has been duly authorized by the Issuer and each of the Guarantors in all respects.










0101521-0000029 UKO3: 2000714615.4 3






The Indenture will be amended by inclusion of a new Section 2.15(i) which shall read as follows:

“(i) The Agents will hold funds as banker subject to the terms of this Deed and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client money.”






“Where there are any inconsistencies between the Trustee Acts and the provisions of this Deed and the Notes, the provisions of this Deed and the Notes shall, to the extent allowed by law, prevail and, in the case of any such inconsistency with the Trustee Acts, the provisions of this Deed and the Notes shall constitute a restriction or exclusion for the purposes of those Acts. The Trustee shall have all the powers conferred upon a

0101521-0000029 UKO3: 2000714615.4 4

trustee by the Trustee Acts, and by way of supplement thereto it is expressly declared as follows:”


“(a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has received a written notice, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. For the avoidance of doubt, notwithstanding any other provision of this Deed, the Trustee shall not be liable to any person for any matter or thing done or omitted in any way in connection with its role as Trustee under this Deed save in respect of its own gross negligence, wilful default or fraud.”








0101521-0000029 UKO3: 2000714615.4 5

“The Trustee may refrain from taking any action in any jurisdiction if the taking of such action in that jurisdiction would, in its opinion, based upon legal advice in the relevant jurisdiction, be contrary to any law of that jurisdiction or, to the extent applicable, England and Walesthe State of New York.”









0101521-0000029 UKO3: 2000714615.4 6










This Deed contains the whole agreement between the parties relating to the subject matter of this Deed at the date of this Deed to the exclusion of any terms implied by law which may be excluded by contract and supersedes any previous written or oral agreement between the

0101521-0000029 UKO3: 2000714615.4 7

parties in relation to the matters dealt with in this Deed. Each party acknowledges that it has not been induced to enter into this Deed by any representation, warranty or undertaking not expressly incorporated into it. So far as is permitted by law and except in the case of fraud, each party agrees and acknowledges that its only right and remedy in relation to any representation, warranty or undertaking made or given in connection with this Deed shall be for breach of the terms of this Deed to the exclusion of all other rights and remedies (including those in tort or arising under statute).











The parties hereto hereby permit and approve any and all conforming changes, including conforming waivers and amendments, to the Indenture (as amended and supplemented), the Notes, the Guarantees and any related documents and any documents appended thereto that may be required by, or as a result of, the execution of this Sixth Supplemental Indenture or to otherwise effect the Proposed Amendments, including changing all references to “Indenture” to “Deed” wherever appropriate.

0101521-0000029 UKO3: 2000714615.4 8


Pursuant to Section 4 of each Global Note, with effect on and from the date hereof, each Global Note shall be deemed supplemented, modified and amended in such manner as necessary to make the terms of such Global Note consistent with the terms of the Indenture, as amended by this Sixth Supplemental Indenture. To the extent of any conflict between the terms of the Notes and the terms of the Indenture, as amended by this Sixth Supplemental Indenture, the terms of the Indenture, as amended by this Sixth Supplemental Indenture, shall govern and be controlling.


10.2 Upon the execution and delivery of this Sixth Supplemental Indenture by the parties hereto, the Indenture shall be supplemented in accordance herewith, and this Sixth Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby.


10.4 The Indenture, as supplemented by this Sixth Supplemental Indenture, is in all respects confirmed and preserved.

11. GOVERNING LAW

THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SIXTH SUPPLEMENTAL INDENTURE, WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

12. SUCCESSORS

All agreements of the Issuer in this Sixth Supplemental Indenture shall bind its successors. All agreements of the Trustee in this Sixth Supplemental Indenture shall bind its successors. All agreements of each Guarantor in this Sixth Supplemental Indenture shall bind its successors, except as otherwise provided in Section 11.02 of the Indenture, as amended by this Sixth Supplemental Indenture.

13. COUNTERPARTS

The parties may sign any number of copies of this Sixth Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Sixth Supplemental Indenture and of signature pages by facsimile or email (in PDF format or otherwise) shall constitute effective execution and delivery of this Sixth Supplemental Indenture as to the parties hereto and may be used in lieu of the original Sixth Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or email (in PDF format or otherwise) shall be deemed to be their original signatures for all purposes.

0101521-0000029 UKO3: 2000714615.4 9

14. SEVERABILITY

In case any provision in this Sixth Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

15. BENEFIT OF SIXTH SUPPLEMENTAL INDENTURE

Nothing in this Sixth Supplemental Indenture, express or implied, shall give to any person, other than the parties hereto and their successors hereunder and the Holders of the Notes, any benefit of any legal or equitable right, remedy or claim under the Indenture, this Sixth Supplemental Indenture or the Notes.




Each of the Trustee and the Security Agent enters this Supplemental Indenture in reliance on the Officer's Certificate and Opinions of Counsel referred to in recital G above and solely to give effect to the Proposed Amendments that Holders of not less than a majority in aggregate principal amount of the Notes then outstanding have consented to. In entering into this Supplemental Indenture, the Trustee and the Security Agent shall be entitled to the benefit of every provision of the Indenture (including, for the avoidance of doubt, Section 7.07 of the Indenture which is hereby expressly confirmed by the Issuer and each Guarantor for the benefit of the Trustee and the Security Agent) and the Notes relating to the conduct or affecting the liability or affording protection to the Trustee and the Security Agent, whether or not elsewhere herein so provided. Furthermore, the Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Sixth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer and the Guarantors.

18. EFFECTIVENESS

This Sixth Supplemental Indenture shall be effective upon execution and delivery of this instrument by the parties hereto. Notwithstanding the foregoing sentence, the amendments set forth in this Sixth Supplemental Indenture shall become operative one Business Day before the delivery of the Practice Statement Letter and only if the Practice Statement Letter is delivered to the relevant creditors pursuant to the Scheme. The Issuer shall (or its legal advisors on its behalf) notify the Trustee one Business Day prior to the delivery of the Practice Statement Letter to the relevant creditors pursuant to the Scheme or if the Practice Statement Letter will not be so delivered. The Issuer hereby represents, warrants, and certifies to the Trustee that the holders of at least a majority in aggregate principal amount of the Notes outstanding have provided consents to the execution of this Sixth Supplemental Indenture.

(Signature pages to Sixth Supplemental Indenture – 2022 Notes)

SIGNATURES

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Sixth Supplemental Indenture as of the date first written above.


By: _______________________________ Name: Title:



By: _______________________________ Name: Title:



By: _______________________________ Name: Title:

By: _______________________________ Name: Title:



By: _______________________________ Name: Title:

Allen & Overy LLP

0101521-0000029 UKO3: 2000714661.3

SEVENTH SUPPLEMENTAL INDENTURE

[], 2020

among


as Issuer


as Company




as Trustee

and

LLOYDS BANK PLC

as Security Agent

0101521-0000029 UKO3: 2000714661.3

CONTENTS

Clause Page

1. Capitalized Terms .................................................................................................................................. 2 2. Amendments to Section 1.01 (Definitions) ........................................................................................... 2 3. Amendments to Section 1.03 (Rules of Construction) .......................................................................... 3 4. Amendments to Section 2.15 (Agents) .................................................................................................. 3 5. Amendments to Section 6.01 (Events of Default) ................................................................................. 3 6. Amendments to Article Seven (Trustee) ............................................................................................... 3 7. Amendments to Article Fourteen (Miscellaneous) and Exhibits ........................................................... 5 8. Conforming Changes ............................................................................................................................. 7 9. Corresponding Amendments ................................................................................................................. 8 10. Ratification of Indenture; Supplemental Indenture Part of Indenture ................................................... 8 11. Governing Law ...................................................................................................................................... 8 12. Successors ............................................................................................................................................. 8 13. Counterparts .......................................................................................................................................... 8 14. Severability ............................................................................................................................................ 9 15. Benefit of Seventh Supplemental Indenture .......................................................................................... 9 16. Effect of Headings ................................................................................................................................. 9 17. The Trustee and the Security Agent ...................................................................................................... 9 18. Effectiveness ......................................................................................................................................... 9

0101521-0000029 UKO3: 2000714661.3 1

SEVENTH SUPPLEMENTAL INDENTURE (this Seventh Supplemental Indenture), dated as of [], 2020,

AMONG






W I T N E S S E T H

(A) WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture, dated as of May 16, 2014, as amended and supplemented from time to time (the Indenture), providing for the issuance of $375,000,000 7.250% Senior Secured Notes due 2021(the Notes);


(C) WHEREAS, the parties hereto are entering into this Seventh Supplemental Indenture in order to amend the Indenture to (i) change the governing law of the Indenture, the Notes and the Guarantees to English law and to submit to the jurisdiction of the courts of England and Wales, (ii) include standard provisions governing the powers, rights and responsibilities of trustees under English law-governed trust deeds, (iii) make such other changes as the Trustee may request in connection with such powers, rights and responsibilities, and (iv) provide that the implementation of one or more schemes of arrangement under English law pursuant to Part 26 of the Companies Act 2006 and any related petition filed under Chapter 15 of the United States Bankruptcy Code of 1978, as amended (collectively, the Scheme), would not constitute an Event of Default;



0101521-0000029 UKO3: 2000714661.3 2


(G) WHEREAS, the Issuer and the Guarantors hereby request the Trustee and the Security Agent to join with them in the execution and delivery of this Seventh Supplemental Indenture, and in accordance with Sections 9.02, 9.05, 14.03, and 14.04 of the Indenture, and the Issuer has furnished, or caused to be furnished, to the Trustee, and the Trustee has received, evidence satisfactory to the Trustee of the consent of the Holders, an Officer's Certificate and Opinions of Counsel stating, among other things, that this Supplemental Indenture is authorized by the provisions of the Indenture and that the Trustee is authorized and permitted to enter into this Supplemental Indenture;


(I) WHEREAS, all conditions to the execution and delivery of this Seventh Supplemental Indenture pursuant to Sections 9.02, 9.05 and 14.03 of the Indenture have been satisfied, and all other requirements necessary to make this Seventh Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms have been met and performed by the Issuer and the Guarantors, and the execution and delivery of this Seventh Supplemental Indenture has been duly authorized by the Issuer and each of the Guarantors in all respects.










0101521-0000029 UKO3: 2000714661.3 3






The Indenture will be amended by inclusion of a new Section 2.15(f) which shall read as follows:

“(f) The Agents will hold funds as banker subject to the terms of this Deed and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client money.”






“Where there are any inconsistencies between the Trustee Acts and the provisions of this Deed and the Notes, the provisions of this Deed and the Notes shall, to the extent allowed by law, prevail and, in the case of any such inconsistency with the Trustee Acts, the provisions of this Deed and the Notes shall constitute a restriction or exclusion for the purposes of those Acts. The Trustee shall have all the powers conferred upon a

0101521-0000029 UKO3: 2000714661.3 4

trustee by the Trustee Acts, and by way of supplement thereto it is expressly declared as follows:”


“(a) If an Event of Default has occurred and is continuing of which the Trustee has received a written notice, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. For the avoidance of doubt, notwithstanding any other provision of this Deed, the Trustee shall not be liable to any person for any matter or thing done or omitted in any way in connection with its role as Trustee under this Deed save in respect of its own gross negligence, wilful default or fraud.”








0101521-0000029 UKO3: 2000714661.3 5

“The Trustee may refrain from taking any action in any jurisdiction if the taking of such action in that jurisdiction would, in its opinion, based upon legal advice in the relevant jurisdiction, be contrary to any law of that jurisdiction or, to the extent applicable, England and Walesthe State of New York.”









0101521-0000029 UKO3: 2000714661.3 6










This Deed contains the whole agreement between the parties relating to the subject matter of this Deed at the date of this Deed to the exclusion of any terms implied by law which may be excluded by contract and supersedes any previous written or oral agreement between the

0101521-0000029 UKO3: 2000714661.3 7

parties in relation to the matters dealt with in this Deed. Each party acknowledges that it has not been induced to enter into this Deed by any representation, warranty or undertaking not expressly incorporated into it. So far as is permitted by law and except in the case of fraud, each party agrees and acknowledges that its only right and remedy in relation to any representation, warranty or undertaking made or given in connection with this Deed shall be for breach of the terms of this Deed to the exclusion of all other rights and remedies (including those in tort or arising under statute).






7.6 Section 7 of Exhibit F of the Indenture is hereby amended in its entirety to read as follows:


7.7 Section 8 of Exhibit F of the Indenture is hereby amended in its entirety to read as follows:



The parties hereto hereby permit and approve any and all conforming changes, including conforming waivers and amendments, to the Indenture (as amended and supplemented), the Notes, the Guarantees and any related documents and any documents appended thereto that may be required by, or as a result of, the execution of this Seventh Supplemental Indenture or to otherwise effect the Proposed Amendments, including changing all references to “Indenture” to “Deed” wherever appropriate.

0101521-0000029 UKO3: 2000714661.3 8


Pursuant to Section 4 of each Global Note, with effect on and from the date hereof, each Global Note shall be deemed supplemented, modified and amended in such manner as necessary to make the terms of such Global Note consistent with the terms of the Indenture, as amended by this Seventh Supplemental Indenture. To the extent of any conflict between the terms of the Notes and the terms of the Indenture, as amended by this Seventh Supplemental Indenture, the terms of the Indenture, as amended by this Seventh Supplemental Indenture, shall govern and be controlling.


10.2 Upon the execution and delivery of this Seventh Supplemental Indenture by the parties hereto, the Indenture shall be supplemented in accordance herewith, and this Seventh Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby.


10.4 The Indenture, as supplemented by this Seventh Supplemental Indenture, is in all respects confirmed and preserved.

11. GOVERNING LAW

THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SEVENTH SUPPLEMENTAL INDENTURE, WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

12. SUCCESSORS

All agreements of the Issuer in this Seventh Supplemental Indenture shall bind its successors. All agreements of the Trustee in this Seventh Supplemental Indenture shall bind its successors. All agreements of each Guarantor in this Seventh Supplemental Indenture shall bind its successors, except as otherwise provided in Section 11.02 of the Indenture, as amended by this Seventh Supplemental Indenture.

13. COUNTERPARTS

The parties may sign any number of copies of this Seventh Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Seventh Supplemental Indenture and of signature pages by facsimile or email (in PDF format or otherwise) shall constitute effective execution and delivery of this Seventh Supplemental Indenture as to the parties hereto and may be used in lieu of the original Seventh Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or email (in PDF format or otherwise) shall be deemed to be their original signatures for all purposes.

0101521-0000029 UKO3: 2000714661.3 9

14. SEVERABILITY

In case any provision in this Seventh Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

15. BENEFIT OF SEVENTH SUPPLEMENTAL INDENTURE

Nothing in this Seventh Supplemental Indenture, express or implied, shall give to any person, other than the parties hereto and their successors hereunder and the Holders of the Notes, any benefit of any legal or equitable right, remedy or claim under the Indenture, this Seventh Supplemental Indenture or the Notes.




Each of the Trustee and the Security Agent enters this Supplemental Indenture in reliance on the Officer's Certificate and Opinions of Counsel referred to in recital G above and solely to give effect to the Proposed Amendments that Holders of not less than a majority in aggregate principal amount of the Notes then outstanding have consented to. In entering into this Supplemental Indenture, the Trustee and the Security Agent shall be entitled to the benefit of every provision of the Indenture (including, for the avoidance of doubt, Section 7.07 of the Indenture which is hereby expressly confirmed by the Issuer and each Guarantor for the benefit of the Trustee and the Security Agent) and the Notes relating to the conduct or affecting the liability or affording protection to the Trustee and the Security Agent, whether or not elsewhere herein so provided. Furthermore, the Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Seventh Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer and the Guarantors.

18. EFFECTIVENESS

This Seventh Supplemental Indenture shall be effective upon execution and delivery of this instrument by the parties hereto. Notwithstanding the foregoing sentence, the amendments set forth in this Seventh Supplemental Indenture shall become operative one Business Day before the delivery of the Practice Statement Letter and only if the Practice Statement Letter is delivered to the relevant creditors pursuant to the Scheme. The Issuer shall (or its legal advisors on its behalf) notify the Trustee one Business Day prior to the delivery of the Practice Statement Letter to the relevant creditors pursuant to the Scheme or if the Practice Statement Letter will not be so delivered. The Issuer hereby represents, warrants, and certifies to the Trustee that the holders of at least a majority in aggregate principal amount of the Notes outstanding have provided consents to the execution of this Seventh Supplemental Indenture.

(Signature pages to Seventh Supplemental Indenture – 2021 Notes)

SIGNATURES

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Seventh Supplemental Indenture as of the date first written above.


By: _______________________________ Name: Title:



By: _______________________________ Name: Title:



By: _______________________________ Name: Title:

By: _______________________________ Name: Title:



By: _______________________________ Name: Title:

0101521-0000029 UKO3: 2000454432.15 82

SCHEDULE 15

FORM OF AMENDMENT AGREEMENT

AGREED FORM

Allen & Overy LLP

0101521-0000029 UKO3: 2000801234.6

[], 2020

AMENDMENT AGREEMENT

Between

KCA DEUTAG ALPHA LIMITED as Parent

GOLDMAN SACHS LENDING PARTNERS LLC as Term Loan Administrative Agent

and

LLOYDS BANK PLC as Revolving Credit Administrative Agent

0101521-0000029 UKO3: 2000801234.6

CONTENTS

Clause Page

1. Background ........................................................................................................................................... 1 2. Interpretation ......................................................................................................................................... 1 3. Amendments .......................................................................................................................................... 2 4. Governing Law ...................................................................................................................................... 3 5. Waiver of Jury Trial .............................................................................................................................. 3 6. Counterparts .......................................................................................................................................... 4

Schedule

1. Form of Term Borrower Joinder Agreement ......................................................................................... 6

0101521-0000029 UKO3: 2000801234.6 1

THIS AGREEMENT is dated ________________________ 2020:

(1) KCA DEUTAG ALPHA LIMITED, a limited liability company under the laws of England and Wales (the Parent);

(2) GOLDMAN SACHS LENDING PARTNERS LLC as term loan administrative agent (the Term Loan Administrative Agent); and

(3) LLOYDS BANK PLC as revolving credit administrative agent (the Revolving Credit Administrative Agent and, together with the Term Loan Administrative Agent, the Agents).

1. BACKGROUND

(A) The Parent has entered into a term and revolving credit agreement (the Credit Agreement) originally dated 16 May 2014 (as amended and restated from time to time) with, among others, the Agents.

(B) The Parent entered into a lock-up agreement (the Lock-up Agreement) in connection with a proposed financial restructuring of the Group (as defined in Credit Agreement) on [], 2020 with, among others, certain of creditors of the Group.

(C) Pursuant to clause 8.2(a) (Lenders – Agreement to amend the Credit Agreement) of the Lock-up Agreement, the Lenders (as defined in the Credit Agreement) that are party to the Lock-up Agreement have provided their consent (the Consents) to an amendment to the terms of the Credit Agreement in the form of this Amendment Agreement, including making the amendments set out in Clause 3 (Amendments) (the Proposed Amendments).

(D) As a result of the Consents, the Required Lenders (as defined in the Credit Agreement) have consented to the Proposed Amendments and instructed the Agents to enter into this Amendment Agreement and therefore, pursuant to section 9.02(b)(i) of the Credit Agreement, the Agents are authorised to enter into this Agreement on behalf of the Lenders.

(E) Pursuant to clause 8.2(b) of the Lock-up Agreement, each Obligor (as defined in the Lock-up Agreement) (other than the Parent) has consented to the Proposed Amendments and authorised the Parent to enter into this Agreement on its behalf.

2. INTERPRETATION

(a) Capitalised terms used herein without definition shall have the meanings assigned to them in the Credit Agreement.

(b) In this Agreement:

(i) Effective Date means the first date on which (A) the Required Lenders have consented to the Proposed Amendments and instructed the Agents to enter into this Agreement on behalf of the Lenders, it being acknowledged and agreed that the execution and delivery of the Lock-up Agreement by the Lenders constituting Required Lenders shall be deemed to constitute such consent and instruction, (B) the Agents have received payment of all reasonable out-of-pocket expenses incurred and invoiced as at 31 July 2020 by the Agents and their respective Affiliates, including reasonable fees, charges and disbursements of counsel for the Agents and their respective Affiliates, in connection with this Agreement and the other Loan Documents, (C) the Parent and each Agent has executed and delivered its signature page to this Agreement and (D) the Parent (or its legal counsel) notifies the Agents

0101521-0000029 UKO3: 2000801234.6 2

that the Practice Statement Letter will be delivered to the Scheme Creditors on the next Business Day following that date (provided that the Effective Date shall be deemed not to have occurred if the Practice Statement Letter is not delivered to the Scheme Creditors on the next Business Day following the Effective Date); and

(ii) Practice Statement Letter means the letter to the Scheme Creditors (as defined in the Lock-up Agreement) in respect of the Issuer Scheme (as defined in the Lock-up Agreement), as contemplated by Practice Statement (Companies: Schemes of Arrangement under Part 26 and Part 26A of the Companies Act 2006) dated 26 June 2020.

3. AMENDMENTS

From the Effective Date, the Credit Agreement will be amended as follows:

(a) a new definition: ““Lock-up Agreement” means the lock-up agreement dated [], 2020, among, inter alia, the Parent and certain creditors of the Group.” will be added in the correct alphabetical location to section 1.01 (Defined Terms) of the Credit Agreement;

(b) the definition “Term Borrowers” will be amended by adding the words “, or any Restricted Subsidiary that executes and delivers a Term Borrower Joinder Agreement to the Term Loan Administrative Agent in accordance with Section 2.23(h)” at the end of such definition;

(c) a new definition: ““Term Borrower Joinder Agreement” means an agreement substantially in the form of Exhibit J.” will be added in the correct alphabetical location to section 1.01 (Defined Terms) of the Credit Agreement;

(d) the form of "Term Borrower Joinder Agreement" set out in Schedule 1 (Form of Term Borrower Joinder Agreement) will be inserted into the Credit Agreement as a new Exhibit J (Form of Term Borrower Joinder Agreement);

(e) the following paragraph will be inserted as a new paragraph (h) in section 2.23 of the Credit Agreement:

“KCA Deutag UK Finance PLC may become an additional Term Borrower hereunder by executing and delivering to the Term Loan Administrative Agent a Term Borrower Joinder Agreement and, upon receipt of such Term Borrower Joinder Agreement, the Term Loan Administrative Agent shall notify the Parent and the Lenders of the addition of such additional Term Borrower. Such additional Term Borrower and the other Term Borrowers shall be jointly and severally liable for the payment and performance of all Obligations of the Term Borrowers under the Credit Agreement and each of the other Loan Documents.”;

(f) the following paragraph will be added as a new final paragraph in section 7.01 of the Credit Agreement:

“Notwithstanding the foregoing provisions of this Section 7.01, any scheme of arrangement under Part 26 of the Companies Act 2006 (and any related petition filed under Chapter 15 of the United States Bankruptcy Code of 1978, as amended) or any proposed restructuring, in each case as contemplated by the Lock-up Agreement, or any step taken by the Parent or any Restricted Subsidiary in contemplation of or with respect to such scheme of arrangement or any proposed restructuring under the Lock-up Agreement shall not be a Default or Event of Default under this Section 7.01.”; and

0101521-0000029 UKO3: 2000801234.6 3

(g) section 9.09 of the Credit Agreement will be deleted in its entirety and replaced with the following new section 9.09:

“SECTION 9.09 GOVERNING LAW; JURISDICTION; SERVICE OF PROCESS

(a) This Agreement (and all non-contractual obligations arising out of or in connection with it) are governed by, and shall be construed in accordance with, the laws of England and Wales.

(b) The courts of England and Wales shall have jurisdiction to settle any disputes that arise out of or in connection with this Agreement, and accordingly any legal action or proceedings arising out of or in connection with this Agreement (“Proceedings”) may be brought in such courts. The courts of England and Wales shall have exclusive jurisdiction to settle any Proceedings instituted by any Loan Party in relation to any Administrative Party or Lender (“Loan Party Proceedings”). The Loan Parties, the Administrative Agents and the Lenders (each, a “Proceedings Party”) irrevocably submit to the jurisdiction of such courts and agree that the courts of England and Wales are the most appropriate and the most convenient courts to settle Loan Party Proceedings and accordingly no Proceedings Party shall argue to the contrary. Notwithstanding the foregoing, this Section 9.09(b) shall not limit the rights of any Administrative Agent or Lender to institute any Proceedings against any Loan Party in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not).

(c) Without prejudice to any other mode of service allowed under any relevant law, each Loan Party (other than a Loan Party incorporated in England and Wales) irrevocably appoints the Parent, with its address at 1 Park Row, Leeds, LS1 5AB, United Kingdom, as its agent for service of process in relation to any proceedings before the English courts in connection with this Agreement (and the Parent accepts that appointment); and agrees that failure by an agent for service of process to notify the relevant Loan Party of the process will not invalidate the proceedings concerned.”

4. GOVERNING LAW

THIS AGREEMENT, INCLUDING ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.

5. WAIVER OF JURY TRIAL

EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN

0101521-0000029 UKO3: 2000801234.6 4

INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. EACH PARTY HERETO FURTHER REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

6. COUNTERPARTS

The parties to this Agreement may sign any number of copies of this Agreement. Each signed copy shall be an original, but all of them together represent the same agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile transmission or electronic transmission (including .pdf or .tif format) will be effective as delivery of a manually executed counterpart hereof. The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to this Agreement, any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Agents, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

SIGNATURES


By: __________________________________ Name: Title:

GOLDMAN SACHS LENDING PARTNERS LLC

as the Term Loan Administrative Agent

By:

Name:

Title:

LLOYDS BANK PLC as the Revolving Credit Administrative Agent

By:

Name:

Title:

SCHEDULE 1

FORM OF TERM BORROWER JOINDER AGREEMENT

THIS TERM BORROWER JOINDER AGREEMENT (this Agreement) is made and entered into this ____ day of________,

BY and BETWEEN:

[], a __________ (New Borrower);

KCA DEUTAG ALPHA LIMITED, a limited liability company under the laws of England and Wales, (the Parent); and

GOLDMAN SACHS LENDING PARTNERS LLC, as term loan administrative agent (the Term Loan Administrative Agent) for the Term Loan Lenders (as hereinafter defined) under the Credit Agreement (as hereinafter defined).

RECITALS:

WHEREAS:

Reference is made to that certain Credit Agreement, dated as of 16 May 2014 (as amended, restated, supplemented or otherwise modified from time to time, the Credit Agreement), by and among the Parent, KCA Deutag US Finance LLC, as a term loan borrower (the US Term Borrower), KCA Deutag GmbH, a limited liability company organized under the laws of Germany, as a term loan borrower (the German Term Borrower and, together with the US Term Borrower, the Term Borrowers), the Revolving Borrowers (as defined therein) from time to time party thereto (together with the Term Borrowers, the Borrowers), the several banks and other financial institutions or entities from time to time parties thereto as lenders (the Lenders), Goldman Sachs Lending Partners LLC, as term loan administrative agent (in such capacity, together with its successors and assigns in such capacity, the Term Loan Administrative Agent), and the Revolving Credit Administrative Agent (together with the Term Loan Administrative Agent, the Administrative Agents).

The New Borrower is a Restricted Subsidiary of the Parent and an existing Guarantor.

Pursuant to Section 2.23(h) of the Credit Agreement, the New Borrower desires to become a Term Borrower under the Credit Agreement and is therefore required to assume and jointly and severally agree to pay the Obligations when due as a Term Borrower.

The New Borrower has agreed to execute and deliver this Agreement in order to comply with and become a Term Borrower under the Credit Agreement.

AGREEMENTS:

In order to comply with the Credit Agreement, the New Borrower and the Term Loan Administrative Agent hereby agree as follows:

Joinder

New Borrower hereby irrevocably, absolutely and unconditionally becomes a party to the Credit Agreement as a Term Borrower thereunder with the same force and effect as if originally named therein as a Term Borrower, and agrees to comply with and be bound by the terms, conditions, covenants, obligations, liabilities and undertakings of each Term Borrower or to which a Term Borrower is subject under the Credit Agreement and under each other Loan Document to which a

Term Borrower is required to be bound under the Credit Agreement as if the New Borrower were an original signatory thereto. The New Borrower hereby jointly and severally assumes and agrees to pay and perform all Obligations of a Term Borrower under the Credit Agreement and each of the other Loan Documents. The New Borrower represents and warrants to the Administrative Agents and the other Secured Parties that this Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms. Each reference to a "Term Borrower" in the Credit Agreement shall be deemed to include the New Borrower. The Credit Agreement shall be deemed to include the New Borrower as a Party thereto. The Credit Agreement is hereby incorporated herein by reference.

Conditions Precedent

Contemporaneously with the execution of this Agreement, the New Borrower shall deliver to the Administrative Agents and the Security Agent a certificate of the New Borrower containing each of the items set forth in Section 4.01(c) of the Credit Agreement with respect to such New Borrower, with appropriate insertions and attachments.

Loan Document

This Agreement is a Loan Document for all purposes of the Credit Agreement and the other Loan Documents.

Entire Agreement

This Agreement, the Credit Agreement and the other Loan Documents embody the entire agreement and understanding between the Term Loan Administrative Agent and the New Borrower and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and thereof and may not be contradicted by evidence of prior or contemporaneous agreements of the parties. Except as expressly supplemented hereby, the Credit Agreement shall remain in full force and effect.

Counterparts

This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Agreement shall become effective when the Term Loan Administrative Agent shall have received counterparts of this Agreement that, when taken together, bear the signatures of the New Borrower and the Term Loan Administrative Agent. Delivery of an executed signature page to this Agreement by facsimile or other electronic transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

Further Assurances

New Borrower agrees to execute, acknowledge, deliver, file and record such further certificated, instruments and documents, and to do all other acts and things as may be reasonably requested by any Administrative Agent or the Security Agent as necessary or advisable to carry out the intents and purposes of this Agreement.

Governing Law

This Agreement (and all non-contractual obligations arising out of or in connection with it) are governed by, and shall be construed in accordance with, the laws of England and Wales.

Notice

All communications and notices hereunder shall (except as otherwise expressly permitted by the Credit Agreement) be in writing and given as provided in Section 9.01 of the Credit Agreement. All communications and notices hereunder to the New Borrower shall be given to it in care of Parent as provided in Section 9.01 of the Credit Agreement.

Expenses

The New Borrower agrees to reimburse the Administrative Agents for its reasonable out-of-pocket expenses in connection with this Joinder, including the reasonable fees, other charges and disbursements of counsel for the Administrative Agents.

IN WITNESS WHEREOF, the New Borrower and the Term Loan Administrative Agent have duly executed this Agreement as of the date first above written.

[Signature Page Follows]

SIGNATORIES

[NEW BORROWER] as New Borrower

By: __________________________________ Name: Title:


By: Name: Title:

GOLDMAN SACHS LENDING PARTNERS LLC

as the Term Loan Administrative Agent

By:

Name:

Title:

0101521-0000029 UKO3: 2000454432.15 83

SCHEDULE 16

LIQUIDATION AND RELATED COSTS

# Cost Cap (£, excl. VAT)

1. PwC – Final Accounts 60,000

2. Deloitte – Structuring Steps Paper 55,000

3. Deloitte – Liquidation 60,000

4. K&E – Legal Advice on Releases 50,000

5. Contingency of 20% on #1 – 4 above 45,000

6. D&O Run Off Insurance 300,000

TOTAL 570,000

0101521-0000029 UKO3: 2000454432.15 84

SCHEDULE 17

INDICATIVE STRUCTURE OF THE ALPHA GROUP FOLLOWING THE POST-

RESTRUCTURING REORGANISATION

99%

50%

51%

KCA

DEU

TAG

Alp

ha L

td

(UK)

Abbot

Gro

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(UK)

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(U

K)

KCA

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TAG

US

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ance L

LC

(US)

Rig

Desig

n

Serv

ices

Hold

ings L

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(UK)

KCA D

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(Land R

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(U

K)

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TAG

Ente

rpri

ses

Ltd

(U

K)

KCA D

EU

TAG

Tender

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es

(Off

shore

) Pte

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(Sin

gapore

)

Abbot

Investm

ents

(N

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h A

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Ltd

(U

K)

KCA

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TAG

UK

Fin

ance p

lc

(UK)

Glo

bal Tender

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. (M

exic

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Desig

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(UK)

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Energ

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(Om

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Hold

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(UK)

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(S

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(UK)

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(U

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KCA D

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(Nig

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EU

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rillin

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(Bru

nei)

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N

BH

D (

Bru

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KCA

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Russia

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(Russia

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(Cypru

s)

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D

rillin

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(Russia

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Lia

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Part

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Inte

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Technolo

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pe B

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Energ

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National LLC

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TAG

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(G

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any)

KCA D

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D

rillin

g G

roup

Ltd

(U

K)

70%

15.6

1%

0.8

4%

99%

0.0

1%

99.9

9%

35%

70%

37.9

7%

65%

1%

99%

83.5

5%

49%

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(G

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51%

99%

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(U

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(U

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. (N

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lobal

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7

Annex 3

Procedures to Signing Accession Agreement and Providing Instruction to Clearing Systems

Any Holders or Lenders who would like to accede to the Lock-up Agreement and become a Participating Creditor under the Lock-up Agreement must follow the procedures as set forth below. Unless otherwise defined herein, capitalised terms used in this Annex shall have the meanings given to them in the Lock-up Agreement and the Accession Agreement, as applicable. I. Lenders Any Lender that would like to accede to the Lock-up Agreement should contact the Information Agent via email to [email protected] and arrange signing of the Accession Agreement.

II. Holders

Any Holder that would like to accede to the Lock-up Agreement must arrange signing of the Accession Agreement and promptly provide instructions to the relevant Clearing Systems by

taking procedures as set forth below. If a Holder is acceding to the Lock-up Agreement following a transfer to it by a then Participating Creditor, the Holder must also provide a Transfer Notice (in or substantially in the form in Schedule 9 (Form of Transfer Notice (Participating Creditor to Additional Participating Creditor)) to the Lock-up Agreement) signed

by it and the relevant Transferor to the Information Agent via email ([email protected]).

Each person who is shown in the records of the clearing and settlement systems of DTC as a Holder of any series of Notes or holds the Notes indirectly through Euroclear and Clearstream is referred to as a Clearing Participant.

1. Signing the Accession Agreement

Holders may provide signature pages to the Accession Agreement to Lucid via www.lucid-is.com/kcadeutag (the Submission Website). Holders will be required to provide details of their contact name, telephone and email address when submitting their signature pages to the relevant Accession Agreement via the Submission Website, in addition to the VOI reference or the unique instruction reference, as applicable, obtained from the relevant Clearing Systems as further described below. 2. Providing Instructions to the Clearing Systems In order to confirm Participation in the Lock-up Agreement, each person who is shown in the records of the relevant Clearing System as a Holder acceding to the Lock-up Agreement must confirm, at or prior to the relevant Expiration Time, Participation as described below. KCA Deutag UK Finance PLC (the Issuer) will accept Participating Creditors' confirmation of relevant Participation given in accordance with the customary procedures of DTC’s Automated Tender Offer Program (ATOP) or Euroclear and Clearstream’s customary procedures. The Issuer expects that DTC will authorize Clearing Participants who hold Notes on behalf of beneficial owners of Notes through DTC to confirm Participation as if they were the beneficial owners of such Notes.

mailto:[email protected]


http://www.lucid-is.com/kcadeutag

http://www.lucid-is.com/kcadeutag

8

UNDER NO CIRCUMSTANCES SHOULD ANY PERSON TENDER OR DELIVER NOTES TO THE ISSUER, THE INFORMATION AGENT, THE TRUSTEE OR THE SECURITY AGENT AT ANY TIME. Any Holder who wishes to confirm Participation and whose Notes are held in the name of a broker, dealer, commercial bank, trust company or other nominee institution must contact such nominee promptly and instruct such nominee, to consent in accordance with the customary procedures of the relevant Clearing System on behalf of such Holder. The deadlines set by such Clearing System for the confirmation of Participation (which constitutes, for the avoidance of doubt, such Holder's agreement to delivery of the Standing Notice) may be earlier than the deadlines specified in this announcement. The Trustee shall not have responsibility or liability for monitoring, tabulating or verifying compliance with deadlines or other formalities in connection with the delivery or revocation of Participation and will be relying on the Issuer and the Information Agent, as applicable. None of the Information Agent, the Security Agent or the Trustee, nor any of their respective directors, employees or affiliates, makes any recommendation as to whether Holders should confirm Participation. The Issuer will resolve all questions as to the validity, form, eligibility (including time of receipt) and acceptance of Participation, and those determinations will be binding. The Issuer reserves the right to reject any or all Participation not validly confirmed or any Participation the Issuer’s acceptance of which could, in the opinion of the Issuer’s counsel, be unlawful. The Issuer also reserves the right to waive any defects or irregularities in connection with confirmations or to require a cure of such irregularities within such time as the Issuer determines. None of the Issuer, any Guarantor, any of their respective affiliates, the Trustee, the Security Agent, the Information Agent or any other person shall have any duty to give notification of any such waiver, defects or irregularities, nor shall any of them incur any liability for failure to give such notification. Confirmation of a Participation will be deemed not to have been made until such irregularities have been cured or waived. DTC The relevant confirmation of Participation is being conducted in a manner eligible for use of the ATOP procedures of DTC. At the date of this announcement, all Notes are registered in the name of the nominee of DTC. In turn, such Notes are recorded on DTC’s books in the names of Clearing Participants who hold such Notes either for themselves or for the ultimate beneficial owners. In order to cause a Participation to be delivered with respect to such Notes held through DTC, a Clearing Participant must electronically deliver a Participation by causing DTC to transfer and surrender such Notes to the Information Agent in accordance with DTC’s ATOP procedures. In order to be valid, such transfers must be in minimum denominations of $200,000 and multiples of $1,000 in excess thereof. By making such transfer, such Clearing Participant will be deemed to have delivered a Participation with respect to any Notes so transferred and surrendered. DTC will verify each transfer and surrender of such Notes and confirm the electronic delivery of such Participation by sending an Agent’s Message (as defined below) to the Information Agent. Any such Notes transferred and surrendered will be held by the Information Agent and will not be available for transfer to third parties until after the Expiration Time. The term “Agent’s Message” means a message transmitted by DTC, received by the Information Agent, and forming part of the book-entry confirmation, which states that DTC has received an express acknowledgment from the Clearing Participant confirming Participation which is the subject of such book-entry confirmation that such Clearing

9

Participant (i) has received and agrees to be bound by the terms of the relevant Participation as set forth in this announcement and that the Issuer and the Guarantors may enforce such agreement against such participant, and (ii) agrees to the delivery of the Standing Notice (including the relevant notices and instructions enclosed thereunder) as described in this announcement.

Holders desiring to confirm their Participation prior to the Expiration Time should note that they must allow sufficient time for completion of the ATOP procedures during the normal business hours of DTC on such date. A Participation not received by the Information Agent prior to the Expiration Time will be disregarded and of no effect. DTC’s deadlines may be earlier than the ones stated in this announcement.

Holders will be required to provide the VOI reference obtained from their respective

Clearing Participants on submission of an Agent’s Message through ATOP when submitting their signature pages to the relevant Accession Agreement. Without such VOI reference, such Accession Agreement may not be deemed valid. Euroclear/Clearstream Certain Holders will have to submit, or arrange to have submitted on its behalf, on or prior to the relevant Expiration Time and before the deadlines set by Euroclear and Clearstream, a validly authenticated SWIFT message, Euclid server or Creation instruction (each an Electronic Participation Instruction) to Euroclear or Clearstream, as the case may be. Only Clearing Participants in Euroclear or Clearstream may submit Electronic Participation Instructions through Euroclear and Clearstream. Electronic Participation Instructions

To confirm Participation by Electronic Participation Instruction, a Holder should either (i) if such Holder is a Clearing Participant, contact Euroclear or Clearstream for participation procedures and deadlines regarding the submission of an Electronic Participation Instruction to authorize the confirmation of Participation and the blocking of the relevant Notes in the accounts in Euroclear or Clearstream, as the case may be; or (ii) request such Holder’s broker, dealer, bank, trust company or other nominee to effect the submission of an Electronic Participation Instruction to authorize the confirmation of Participation and the blocking of the relevant Notes in the accounts in Euroclear or Clearstream for such Holder. Holders whose Notes are held on their behalf by a broker, dealer, bank, trust company or other nominee must contact such entity if they desire to confirm Participation and delivery of the Standing Notice. Notwithstanding that the Participations are confirmed by Holders by means of Electronic Participation Instructions, each Holder that confirms a Participation in accordance with Euroclear and Clearstream’s customary procedures is deemed to acknowledge that such Electronic Participation Instruction constitutes such Holder's agreement to the delivery of the Standing Notice. Provided that Electronic Participation Instructions are submitted through Euroclear or Clearstream by any Holder, Euroclear and Clearstream will not require an Agent’s Message through ATOP to be submitted by their respective depositaries in DTC. The Electronic Participation Instruction by which Holders are to confirm their Participation will include an authorization and instruction to Euroclear or Clearstream, as the case may be, to block the relevant Notes for which Participations are confirmed so that no transfers may be effected in relation to such Notes at any time from and including the date on which the Holder submits its Electronic Participation Instruction until the date falling no later than

10

three business days following the relevant Expiration Time.

Holders will be required to provide the unique instruction reference obtained from

their respective Clearing Participants on submission of an Electronic Participation Instruction through Euroclear or Clearstream, as applicable, when submitting their signature pages to the relevant Accession Agreement. Without such unique instruction reference, such Accession Agreement may not be deemed valid. The deadlines imposed by each of Euroclear and Clearstream for the confirmation of Participation may be earlier than the relevant deadlines specified in this announcement. The Information Agent shall be entitled to accept submission of an Electronic Participation Instruction as deemed confirmation that such Notes have been so blocked. The Information Agent shall require the relevant Clearing System to confirm in writing that such Notes have been blocked with effect from the date of submission of the Electronic Participation Instruction. In the event that the relevant Clearing System fails to do so, the Information Agent shall inform the Issuer who shall be entitled, but not obliged, to reject the Electronic Participation Instruction. No Letter of Transmittal or Consent Form No letter of transmittal or consent letter needs to be executed in relation to the Participation. The submission of an Electronic Participation Instruction in the manner provided above shall constitute the relevant Holder's agreement to the delivery of the Standing Notice. No Guaranteed Delivery There are no guaranteed delivery procedures provided by the Issuer in connection with the relevant Participation. Beneficial owners of relevant Notes that are held in the name of a custodian must contact such entity sufficiently in advance of the relevant Expiration Time if they wish to confirm Participation. Clearing Participants in the Clearing Systems confirming Participation must give authority to the relevant Clearing System to disclose their identities to the relevant Trustee and the Information Agent. In each case, the Issuer shall have the right to determine whether any purported Participation satisfies the requirements of the Lock-up Agreement, this announcement and the relevant Notes Indenture, and any such determination shall be final and binding on the Holder who provided such confirmation of Participation. Once Holders and Lenders validly provide the signature pages to the relevant Accession Agreement, and in case of the Holders, the evidence of VOI or unique instruction references has been duly received, Lucid will confirm execution of the Lock-up Agreement to the relevant creditor. Expiration Time; Extensions The term Expiration Time means 5:00 p.m. New York time on 14 August 2020, unless the Issuer, in its sole discretion, extends the relevant Expiration Time with respect to any series of Notes, in which case the relevant Expiration Time shall be the latest date and time for which an extension is effective. The Issuer may extend the relevant Expiration Time with respect to the relevant Notes on a daily basis or for a specified period of time. In order to

11

extend the relevant Expiration Time, the Issuer will notify the Information Agent of any extension by written notice prior to 9:00 a.m. New York time on the next business day after the previously scheduled Expiration Time. The Issuer may elect to utilize any means reasonably calculated to inform Holders of such extension, in addition to complying with any applicable notice provisions of the relevant Notes Indenture. Failure of any Holder to be so notified will not affect the extension of such Expiration Time. Any Holders that would like to accede to the Lock-up Agreement after the Expiration Time should contact the Information Agent via email to [email protected] and arrange signing of the Accession Agreement. Without limiting the manner in which the Issuer may choose to make an announcement of any extension, the Issuer shall have no obligation to publish, advertise, or otherwise communicate such announcement, other than by complying with any applicable notice provisions of the Notes Indentures or the Lock-up Agreement, as the case may be. None of the Issuer, the Information Agent, the Security Agent or the Trustee is responsible if any Holder fails to meet these deadlines and cannot take part in the Lock-up Agreement. 3. Payment of lock-up fee Creditors who are party to, or accede to, the Lock-up Agreement by 14 August 2020 will be eligible to receive a lock-up fee of 0.15% (which is calculated as a percentage of a creditor’s Participating Creditor Exposure (as defined in the Lock-up Agreement)). The lock-up fee will be paid to the relevant creditors by 21 August 2020. Holders will receive their lock-up fee via the Clearing Systems while Lenders will receive their lock-up fee via the US Dollar Bank account details provided to the Information Agent when completing their respective Notice of Holdings in or substantially in the form set out in Schedule 7 (Form of Notice of Holdings) to the Lock-up Agreement. 4. US tax considerations Holders should consult their own tax advisers concerning the U.S. federal, state and local and non-U.S. and other tax consequences of signing or acceding to the Lock-up Agreement and/or receiving the lock-up fee and/or the implementation of the Proposed Restructuring in light of their individual situations.
