Common use of Agent for Service; Submission to Jurisdiction; Waiver of Immunities Clause in Contracts

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably designated and appointed, Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the Securities, the Securities Guarantees, this Indenture or any other Note Document that may be instituted in any United States federal or New York state court in The City of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New York, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon the Company and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in Section 14.01), shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such court. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the Securities Guarantees, the Securities and any other Note Document, to the extent permitted by law.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureAgreement, each of the Company and each the Guarantor (i) irrevocably designates and appoints, and acknowledges that it has will, prior to the Closing Date and by separate written instrument, irrevocably designated designate and appointedappoint CT Corporation System (“CT Corporation”), Transocean Offshore Deepwater Drilling Inc.000 Xxxxxx Xxxxxx, 0 Xxxxxxxx 00xx Xxxxx, XxxxxxxXxx Xxxx, Xxxxx Xxx Xxxx 00000 (and any successor entity), as its authorized agent upon which process may be served in any suit, action suit or proceeding arising out of or relating to the Securitiesthis Agreement, the Securities Guarantees, this or the Indenture or any other Note Document that may be instituted in any United States federal or New York state court in The City the State of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New Yorklaws, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action suit or proceeding, proceeding and (iii) agrees that service of process upon the Company CT Corporation (or any successor) and written notice of said service to the Company and the Guarantor (mailed or delivered to its Secretary at its principal office specified in accordance with Section 14.0114), shall be deemed in every respect effective service of process upon the Company or the Guarantor, as applicable, in any such suit, action suit or proceeding. The Company and the Guarantor further agrees agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company CT Corporation (or any successor) in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courtoutstanding. To the extent that the Company or any the Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them it hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the Securities Guarantees, the Securities and any other Note Documentabove-referenced documents, to the extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably designated and appointedappointed ________________, Transocean Offshore Deepwater Drilling Inc.located at _______________, 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 as its authorized agent (the “Agent for Service”) upon which process may be served in any suit, action suit or proceeding arising out of or relating to the Securities, the Securities Guarantees, or this Indenture or any other Note Document that may be instituted in any United States federal or New York state court located in The City Borough of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) orManhattan, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New York, or brought by the Trustees (whether in their individual capacity or in their capacity as Trustees hereunder), (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action suit or proceeding, and (iii) agrees that service of process upon the Company Agent for Service and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office the Company as specified in Section 14.011.05 hereof), shall be deemed in every respect effective service of process upon the Company in any such suit, action suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company Agent for Service in full force and effect so long as any of the Securities this Indenture shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company full force and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courteffect. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture, Indenture and the Securities Guarantees, the Securities and any other Note DocumentSecurities, to the extent permitted by law. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto. The Company irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action, suit or proceeding in any such court.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By The Issuer and the execution Note Guarantors have agreed that any suit, action or proceeding against the Issuer or any Note Guarantor brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in the City of New York and delivery County of this IndentureNew York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendants. The Issuer and the Company Note Guarantors have irrevocably submitted to the jurisdiction of such courts for such purpose and each Guarantor (i) irrevocably designates waived, to the fullest extent permitted by law, trial by jury and appointsany objection it may now or hereafter have to the laying of venue of any such proceeding, and acknowledges any claim it may now or hereafter have that it has irrevocably designated any proceeding in any such court is brought in an inconvenient forum. The Issuer and appointedthe Note Guarantors (other than CEMEX Corp. and CEMEX Finance LLC) have appointed CEMEX NY Corporation, Transocean Offshore Deepwater Drilling Inc.000 Xxxxxxx Xxxxxx, 0 Xxxxxxxx 00xx Xxxxx, XxxxxxxXxx Xxxx, Xxxxx 00000 XX 00000, as its each of their authorized agent upon which whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or relating to based upon the Securities, the Securities Guarantees, this Indenture or any other Note Document that the Notes which may be instituted in any United States state or federal or New York state court in The the City of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City and County of New York, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon the Company and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in Section 14.01), shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such court. To the extent that any of the Company or any Guarantor has Issuer and the Note Guarantors have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether through service of or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or any of its property, each of them hereby the Issuer and the Note Guarantors have irrevocably waives waived and agreed not to plead or claim such immunity in respect of its obligations under this Indenture, the Securities Guarantees, Indenture or the Securities Notes. The Issuer will furnish to any Holder upon written request and any other Note Document, without charge to the extent permitted Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by law.an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably designated and appointedappointed [ ], Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the Securities, the Securities Guarantees, or this Indenture or any other Note Document that may be instituted in any United States federal or New York state court in The City of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or, subject to Section 6.07507, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New York, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon the Company and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in the first paragraph of this Indenture and in the manner specified in Section 14.01105 hereof), shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any SecuritiesSecurities or coupons. Each of the The Company and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such court. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them it hereby irrevocably waives such immunity in respect of its obligations under this Indenture, Indenture and the Securities Guarantees, the Securities and any other Note DocumentSecurities, to the extent permitted by law.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureAgreement, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has has, by separate written instrument, irrevocably designated and appointedappointed CT Corporation System ("CT Corporation"), Transocean Offshore Deepwater Drilling Inc.000 Xxxxxx Xxxxxx, 0 Xxxxxxxx 00xx Xxxxx, XxxxxxxXxx Xxxx, Xxxxx Xxx Xxxx 00000 (and any successor entity), as its authorized agent upon which process may be served in any suit, action suit or proceeding arising out of or relating to the Securities, the Securities Guarantees, this Indenture or any other Note Document Agreement that may be instituted in any United States federal or New York state court in The City the State of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) orlaw, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New Yorkand acknowledges that CT Corporation has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action suit or proceeding, and (iii) agrees that service of process upon the Company CT Corporation and written notice of said service to the Company (mailed or delivered to its Secretary the Company at its principal office specified in Section 14.01Xxxxxxx, Xxxxxxx, Xxxxxx currently being Xxx Xxxxx Xxxxxxxx Xxxx, Xxxxxxx, Xxxxxxx, X0X 0X0, attention: Senior Vice President and Chief Financial Officer, with a copy to Xxxxxx Communications Inc., 000 Xxxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx, X0X 0X0, attention: Vice-President, Treasurer on the 10th Floor, and Vice-President, General Counsel and Secretary on the 0xx Xxxxx), shall be deemed in every respect effective service of process upon the Company in any such suit, action suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company CT Corporation in full force and effect so long as any of the Initial Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courtoutstanding. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them it hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the Securities Guarantees, the Securities and any other Note Documentabove-referenced documents, to the extent permitted by law.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably designated and appointed, Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 Corporation Trust Center as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the Securities, the Securities Guarantees, this Indenture or any other Note Document that may be instituted in any United States federal or New York state court in The City of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New York, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon the Company and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in Section 14.0113.01), shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the The Company and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such court. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the Securities Guarantees, the Securities and any other Note Document, to the extent permitted by law.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably designated and appointed, Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 appointed _____________________as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the Securities, the Securities Guarantees, or this Indenture or any other Note Document that may be instituted in any United States federal or New York state court located in The City Borough of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) orManhattan, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New York, or brought by the Trustees (whether in their individual capacity or in their capacity as Trustees hereunder), (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action suit or proceeding, and (iii) agrees that service of process upon the Company _____________________and written notice of said service to the Company (mailed or delivered to its the Company at 6000 Xxxxxx, Xxxxx Saint Laurent, Quebec H4S 1Y2, Canada, Attention: Corporate Secretary at its principal office specified in Section 14.01or such other address and/or officer as the Company may designate on written notice to the Trustees), shall be deemed in every respect effective service of process upon the Company in any such suit, action suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company _____________________in full force and effect so long as any of the Securities this Indenture shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company full force and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courteffect. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture, Indenture and the Securities Guarantees, the Securities and any other Note DocumentSecurities, to the extent permitted by law. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto. The Company irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such court.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By The Issuer and each of the execution Guarantors agree that any suit, action or proceeding against the Issuer or any of the Guarantors brought by any Holder or the Trustee arising out of or based upon this Indenture or the Notes may be instituted in any state or Federal court in the Borough of Manhattan, New York, New York, and delivery any appellate court from any thereof, and each of them irrevocably submits to the non‑exclusive jurisdiction of such courts in any suit, action or proceeding. The Issuer and each of the Guarantors irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Indenture or the Notes, including such actions, suits or proceedings relating to securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Issuer and each of the Guarantors agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer and any of the Guarantors, as the case may be, and may be enforced in any court to the jurisdiction of which the Issuer or any of the Guarantors, as the case may be, are subject by a suit upon such judgment; provided, however, that service of process is effected upon the Issuer or any of the Guarantors in the manner provided by this Indenture, the Company . The Issuer and each Guarantor (i) irrevocably designates and appointsof the Guarantors have appointed IGT Global Solutions Corporation, and acknowledges that it has irrevocably designated and appointedor any successor, Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 as its authorized agent (the “Authorized Agent”), upon which whom process may be served in any suit, action or proceeding arising out of or relating to the Securities, the Securities Guarantees, based upon this Indenture or any other Note Document that the Notes or the transactions contemplated herein which may be instituted in any United States federal state or New York state Federal court in The City the Borough of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) orManhattan, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New York, (ii) submits to New York, by any Holder or the non-exclusive Trustee, and expressly accepts the non‑exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service respect of process upon the Company and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in Section 14.01), shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding. The Company further Issuer and each of the Guarantors hereby represent and warrant that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Issuer agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as that may be necessary to continue such designation and respective appointment of the Company in full force and effect so long as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Issuer or any of the Securities shall be Outstanding Guarantors. Notwithstanding the foregoing, any action involving the Issuer or any amounts shall be payable in respect of any Securities. Each of the Company and Guarantors arising out of or based upon this Indenture or the Guarantors irrevocably and unconditionally waives, to Notes may be instituted by any Holder or the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding Trustee in any such other court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such court. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the Securities Guarantees, the Securities and any other Note Document, to the extent permitted by lawcompetent jurisdiction.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably designated and appointed, Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the Securities, the Securities Guarantees, or this Indenture or any other Note Document that may be instituted in any United States federal or New York state court in The City of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or, subject to Section 6.07507, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New York, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon the Company and written notice of said service to the Company (mailed or delivered to its Corporate Secretary at its principal office specified in the first paragraph of this Indenture and in the manner specified in Section 14.01105 hereof), shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any SecuritiesSecurities or coupons. Each of the The Company and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such court. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them it hereby irrevocably waives such immunity in respect of its obligations under this Indenture, Indenture and the Securities Guarantees, the Securities and any other Note DocumentSecurities, to the extent permitted by law.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By The Issuer and the execution Note Guarantors have agreed that any suit, action or proceeding against the Issuer or any Note Guarantor brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in the City of New York and delivery County of this IndentureNew York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendants. The Issuer and the Company Note Guarantors have irrevocably submitted to the jurisdiction of such courts for such purpose and each Guarantor (i) irrevocably designates waived, to the fullest extent permitted by law, trial by jury and appointsany objection they may now or hereafter have to the laying of venue of any such proceeding, and acknowledges any claim they may now or hereafter have that it has irrevocably designated any proceeding in any such court is brought in an inconvenient forum and appointedthe right to any other jurisdiction. The Issuer and the Note Guarantors (other than CEMEX Corp. and CEMEX Finance LLC) have appointed CEMEX NY Corporation, Transocean Offshore Deepwater Drilling Inc.000 Xxxxxxx Xxxxxx, 0 Xxxxxxxx 00xx Xxxxx, XxxxxxxXxx Xxxx, Xxxxx 00000 XX 00000, as its each of their authorized agent upon which whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or relating to based upon the Securities, the Securities Guarantees, this Indenture or any other Note Document that the Notes which may be instituted in any United States state or federal or New York state court in The the City of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City and County of New York, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon the Company and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in Section 14.01), shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such court. To the extent that any of the Company or any Guarantor has Issuer and the Note Guarantors have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether through service of or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or any of its property, each of them hereby the Issuer and the Note Guarantors have irrevocably waives waived and agreed not to plead or claim such immunity in respect of its obligations under this Indenture, the Securities Guarantees, Indenture or the Securities Notes. The Issuer will furnish to any Holder upon written request and any other Note Document, without charge to the extent permitted Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX, S.A.B. de C.V. Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxx #325 Colonia Xxxxx del Campestre San Xxxxx Xxxxx Xxxxxx, Xxxxx Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint ______________________________ as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by law.an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has has, by separate written instrument, irrevocably designated and appointedappointed CT Corporation System (and any successor entity) (“CT Corporation”), Transocean Offshore Deepwater Drilling Inc.000 Xxxxxx Xxxxxx, 0 Xxxxxxxx 00xx Xxxxx, XxxxxxxXxx Xxxx, Xxxxx 00000 Xxx Xxxx 00000, as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the Securities, the Securities Guarantees, or this Indenture or any other Note Document that may be instituted in any United States federal or New York state court in The City the State of New York York, Borough of Manhattan, or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or), subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New Yorkand acknowledges that CT Corporation has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action suit or proceeding, and (iii) agrees that service of process upon the Company CT Corporation and written notice of said service to the Company it (mailed or delivered to its Secretary at Vice-President, Treasurer, with a copy to its principal office Vice-President, General Counsel and Secretary, in each case as specified in Section 14.01), 106(b) hereof) shall be deemed in every respect effective service of process upon the Company it in any such suit, action suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company CT Corporation in full force and effect so long as any of the Securities this Indenture shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company full force and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courteffect. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture, Indenture and the Securities Guarantees, the Securities and any other Note DocumentSecurities, to the extent permitted by law.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By The Issuer and the execution Note Guarantors have agreed that any suit, action or proceeding against the Issuer or any Note Guarantor brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in the City of New York and delivery County of this IndentureNew York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendants. The Issuer and the Company Note Guarantors (other than CEMEX Corp.) have irrevocably submitted to the jurisdiction of such courts for such purpose and each Guarantor (i) irrevocably designates waived, to the fullest extent permitted by law, trial by jury and appointsany objection it may now or hereafter have to the laying of venue of any such proceeding, and acknowledges any claim it may now or hereafter have that it has irrevocably designated any proceeding in any such court is brought in an inconvenient forum. The Issuer and appointedthe Note Guarantors (other than CEMEX Corp.) have appointed CEMEX NY Corporation, Transocean Offshore Deepwater Drilling Inc.000 Xxxxxxx Xxxxxx, 0 Xxxxxxxx 00xx Xxxxx, XxxxxxxXxx Xxxx, Xxxxx 00000 XX 00000, as its each of their authorized agent upon which whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or relating to based upon the Securities, the Securities Guarantees, this Indenture or any other Note Document that the Notes which may be instituted in any United States state or federal or New York state court in The the City of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City and County of New York, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon the Company and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in Section 14.01), shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such court. To the extent that any of the Company or any Guarantor has Issuer and the Note Guarantors (other than CEMEX Corp.) have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether through service of or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or any of its property, each of them hereby the Issuer and the Note Guarantors (other than CEMEX Corp.) have irrevocably waives waived and agreed not to plead or claim such immunity in respect of its obligations under this Indenture, the Securities Guarantees, Indenture or the Securities Notes. The Issuer will furnish to any Holder upon written request and any other Note Document, without charge to the extent permitted Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by law.an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By Each of the execution and delivery of this Indenture, the Company and each Guarantor (i) parties hereto irrevocably designates and appoints, and acknowledges agrees that it has irrevocably designated and appointed, Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 as its authorized agent upon which process may be served in any suit, action or proceeding arising out of of, related to, or relating to the Securitiesin connection with this Indenture, the Securities GuaranteesNotes and the Note Guarantees or the transactions contemplated hereby, this Indenture and any action arising under U.S. federal or any other Note Document that state securities laws, may be instituted in any United States federal or New York state court in The City of New York or brought under U.S. federal or state securities laws or brought by court located in the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The State and City of New York, (ii) submits to the non-exclusive jurisdiction Borough of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon the Company and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in Section 14.01), shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company and the Guarantors Manhattan; irrevocably and unconditionally waives, to the fullest extent permitted by lawit may effectively do so, any objection that which it may now or hereafter have to the laying of venue of any such action, suit or proceeding proceeding; and irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding. The Issuer and each of the Guarantors (other than S.D. Warrant Company) has appointed S.D. Xxxxxx Company as its authorized agent with offices located at 000 Xxxxx Xxxxxx, Xxxxxx, XX 00000, Attention: Ms. Xxxxx Manchester, Vice President and General Counsel upon whom process may be served in any such suit, action or proceeding which may be instituted in any federal or state court located in the State of New York, Borough of Manhattan arising out of or based upon this Indenture, the Notes or the transactions contemplated hereby or thereby, and any appellate action brought under U.S. federal or state securities laws (the “Authorized Agent”). The Issuer and each of the Guarantors expressly consents to the jurisdiction of any such court in respect of any such action and waives any other requirements of or objections to personal jurisdiction with respect thereto and irrevocably waiveswaives any right to trial by jury. The Authorized Agent hereby represents and warrants that it has agreed to act as said agent for service of process, and each of the Issuer and the Parent agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the fullest extent permitted by lawIssuer shall be deemed, the defense of an inconvenient forum to the maintenance of any such actionin every respect, suit or proceeding in any such court. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through effective service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them hereby irrevocably waives such immunity in respect of its obligations under this Indenture, process upon the Securities Guarantees, the Securities Issuer and any other Note Document, to the extent permitted by lawGuarantor.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each Guarantor The Guarantor: (i) irrevocably designates and appoints, and acknowledges that it has has, by separate written instrument, irrevocably designated and appointedappointed Xxxx Xxxxxxx Financial Services, Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxx Xxxxxxx Xxxxx, XxxxxxxBoston, Xxxxx 00000 Massachusetts 02116, as its authorized agent for service (the “Agent for Service”) upon which whom process may be served in any suit, legal action or proceeding against it arising out of or relating to the Securities, the Securities Guarantees, in connection with this Indenture or any other Note Document Subordinated Guarantee that may be instituted in any United States state or federal or New York state court located in The the City of New York or brought under federal or state securities laws or brought by the Trustee Boston, Massachusetts (whether in its individual capacity or in its capacity as Trustee hereunder) or, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New York, a “Massachusetts Court”); (ii) submits to acknowledges that the non-exclusive jurisdiction of any Agent for Service has accepted such court in any such suit, action or proceeding, designation; and (iii) agrees that service of process upon the Company and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in Section 14.01), Agent for Service shall be deemed in every respect effective service of process upon the Company Guarantor in any such suit, action or proceeding. The Company further Guarantor irrevocably: (i) agrees to take that any and all action, including the legal action or proceeding against it arising out of or in connection with this Subordinated Guarantee or for recognition or enforcement of any judgment rendered against it in connection with this Subordinated Guarantee may be brought in any Massachusetts Court; (ii) agrees that by execution and filing delivery of this Subordinated Guarantee, the Guarantor hereby irrevocably accepts and submits to the non-exclusive jurisdiction of any Massachusetts Court in personam, generally and all unconditionally with respect to any such documents action or proceeding for itself and instruments, as may be necessary to continue such designation and appointment of the Company in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company its property, assets and the Guarantors irrevocably and unconditionally revenues; (iii) waives, to the fullest extent permitted by law, any objection that which it may now or hereafter have to the laying of venue of any such action, suit action or proceeding brought in any Massachusetts Court and any claim that any such court action or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of proceeding has been brought in an inconvenient forum to the maintenance of any such action, suit or proceeding in any such court. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the Securities Guarantees, the Securities and any other Note Document, to the extent permitted by lawforum.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each Guarantor of the Guarantors (i) irrevocably designates and appoints, and acknowledges that it has has, by separate written instrument, irrevocably designated and appointedappointed Cambridge Partners, Transocean Offshore Deepwater Drilling Inc.L.L.C. ("CPLLC"), 0 Xxxxxxxx Xxxxx(and any successor entity), Xxxxxxx, Xxxxx 00000 as its authorized agent upon which process may be served in any suit, action suit or proceeding arising out of or relating to the Securitiesthis Indenture, the Securities Guarantees, this Indenture or any other Note Document the Security Agreements that may be instituted in any United States federal or New York state court in The City the State of New York or brought under federal or state securities laws York, Borough of Manhattan or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or), subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New Yorkand acknowledges that CPLLC has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action suit or proceeding, and (iii) agrees that service of process upon the Company CPLLC and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in Section 14.01)the applicable Guarantor, shall be deemed in every respect effective service of process upon the Company or such Guarantor, as the case may be, in any such suit, action suit or proceeding. The Company and each of the Guarantors further agrees agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company CPLLC in full force and effect so long as any this Indenture shall be in full force and effect. The Company and each of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company and the Guarantors hereby irrevocably and unconditionally waiveswaive, to the fullest extent permitted by lawthey may legally effectively do so, any objection that it which they may now or hereafter have to the laying of venue of any such actionsuit, suit action or proceeding arising out of or relating to this Indenture, the Security Agreements or the Securities in any such federal or state court or any appellate court with respect thereto in the State of New York, Borough of Manhattan. The Company and each of the Guarantors hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit action or proceeding in any such court. To the extent that either the Company or any Guarantor of the Guarantors has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them it hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the Securities Guarantees, the Securities and any other Note Documentthe Security Agreements, to the extent permitted by law.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably has, by separate written instrument, designated and appointedappointed CT Corporation System (the "PROCESS AGENT"), Transocean Offshore Deepwater Drilling Inc.000 Xxxxxx Xxxxxx, 0 Xxxxxxxx 00xx Xxxxx, XxxxxxxXxx Xxxx, Xxxxx 00000 Xxx Xxxx 00000, Xxxxxx Xxxxxx, as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the Securities, the Securities Guarantees, or this Indenture or any other Note Document that may be instituted in any United States federal Federal or New York state court in the State of New York, The City of New York York, the Borough of Manhattan, or brought under federal Federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or), subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New Yorkand acknowledges that the Process Agent has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, proceeding and (iii) agrees that service of process upon the Company Process Agent and written notice of said service to the Company (mailed or delivered to its Secretary it at its principal office specified in accordance with Section 14.01105 hereof), shall be deemed in every respect effective service of process upon the Company it in any such suit, action suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, instruments as may be necessary to continue such designation and appointment of the Company Process Agent in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of outstanding; provided that the Company may (and the Guarantors irrevocably and unconditionally waivesshall, to the fullest extent permitted the Process Agent ceases to be able to be served on the basis contemplated herein) by law, any objection that it may now or hereafter have written notice to the laying Trustee, designate such additional or alternative agents for service of venue process under this Section that (i) maintains an office located in the Borough of any Manhattan, The City of New York in the State of New York, (ii) are either (a) counsel for the Company or (b) a corporate service company which acts as agent for service of process for other Persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section. Such notice shall identify the name of such actionagent for process and the address of such agent for process in the Borough of Manhattan, suit or proceeding The City of New York, State of New York. Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for the Company appointed and acting in any such court or any appellate court accordance with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courtthis Section. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them it hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the Securities Guarantees, the Securities and any other Note Documentabove-referenced documents, to the extent permitted by law.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably designated and appointedappointed the Corporation Trust Company, Transocean Offshore Deepwater Drilling Inc.0000 Xxxxxx Xxxxxx, 0 Xxxxxxxx XxxxxXxxxxxxxxx, Xxxxxxx, Xxxxx XX 00000 as its authorized agent upon which process may be served in any suit, action suit or proceeding arising out of or relating to the Securities, the Securities Guarantees, or this Indenture or any other Note Document that may be instituted in any United States federal or New York state court located in The City Borough of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) orManhattan, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New York, or brought by the Trustees (whether in their individual capacity or in their capacity as Trustees hereunder), (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action suit or proceeding, and (iii) agrees that service of process upon the Corporation Trust Company and written notice of said service to the Company (mailed or delivered to its Secretary the Company, attention: Senior Director, Legal, at its principal office at 0000 Xxxx 0xx Xxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0, as specified in Section 14.011.05 hereof), shall be deemed in every respect effective service of process upon the Company in any such suit, action suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Corporation trust Company in full force and effect so long as any of the Securities this Indenture shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company full force and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courteffect. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture, Indenture and the Securities Guarantees, the Securities and any other Note DocumentSecurities, to the extent permitted by law. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto. The Company irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action, suit or proceeding in any such court.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company each of Baytex and each any non-U.S. Guarantor (i) irrevocably designates and appointsappoints Baytex Energy USA Ltd., and acknowledges that it has irrevocably designated and appointed, Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx600 00xx Xxxxxx, Xxxxx 00000 0000 X., Xxxxxx, XX 00000, as its authorized agent upon which process may be served in any suit, action suit or proceeding arising out of or relating to the Securities, the Debt Securities Guarantees, or this Indenture or any other Note Document that may be instituted in any United States federal or New York state court in The the Borough of Manhattan, in the City of New York or brought under federal or state securities laws or brought by the Indenture Trustee (whether in its individual capacity or in its capacity as Indenture Trustee hereunder) or, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New York), (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action suit or proceeding, and (iii) agrees that service of process upon the Company Baytex Energy USA Ltd. and written notice of said service to the Company Baytex or any non-U.S. Guarantor, as applicable (mailed or delivered to its Vice President, General Counsel and Corporate Secretary at its principal office specified in Section 14.01Calgary, Alberta, Canada), shall be deemed in every respect effective service of process upon the Company Baytex or any non-U.S. Guarantor, as applicable in any such suit, action suit or proceeding. The Company Each of Baytex and any non-U.S. Guarantor further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company Baytex Energy USA Ltd. in full force and effect so long as any of the Debt Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courtoutstanding. To the extent that the Company Baytex or any non-U.S. Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them it hereby irrevocably waives such immunity in respect of its obligations under this Indenture, Indenture and the Securities Guarantees, the Securities and any other Note DocumentDebt Securities, to the extent permitted by law.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably designated and appointedappointed [_______________], Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 as its authorized agent upon which process may be served in any suit, action suit or proceeding arising out of or relating to the Securities, the Securities Guarantees, or this Indenture or any other Note Document that may be instituted in any United States federal or New York state State court located in The City Borough of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) orManhattan, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New York, or brought by the Trustees (whether in their individual capacity or in their capacity as Trustees hereunder), (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action suit or proceeding, and (iii) agrees that service of process upon the Company [_______________] and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office the Company, attention: [_______________], as specified in Section 14.011.05 hereof), shall be deemed in every respect effective service of process upon the Company in any such suit, action suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company [___________________] in full force and effect so long as any of the Securities this Indenture shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company full force and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courteffect. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture, Indenture and the Securities Guarantees, the Securities and any other Note DocumentSecurities, to the extent permitted by law. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding arising out of or relating to this Indenture or the Securities in any federal or state court in the State of New York, The Borough of Manhattan. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably designated and appointedappointed CT Corporation System, Transocean Offshore Deepwater Drilling Inc.000 0xx Xxxxxx, 0 Xxxxxxxx 00xx Xxxxx, XxxxxxxXxx Xxxx, Xxxxx Xxx Xxxx, 00000 as its authorized agent upon which process may be served in any suit, action suit or proceeding arising out of or relating to the Securities, the Securities Guarantees, or this Indenture or any other Note Document that may be instituted in any United States federal or New York state State court in The City of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New York), (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action suit or proceeding, and (iii) agrees that service of process upon the Company CT Corporation System and written notice of said service to the Company (mailed or delivered to its Secretary the Company, Attention: General Counsel, at its principal office specified in the first paragraph of this Indenture and in the manner specified in Section 14.01105 hereof), shall be deemed in every respect effective service of process upon the Company in any such suit, action suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company CT Corporation System in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courtoutstanding. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture, Indenture and the Securities Guarantees, the Securities and any other Note DocumentSecurities, to the extent permitted by law.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably designated and appointed, Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 appointed _____________________ as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the Securities, the Securities Guarantees, or this Indenture or any other Note Document that may be instituted in any United States federal or New York state court located in The City Borough of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) orManhattan, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New York, or brought by the Trustees (whether in their individual capacity or in their capacity as Trustees hereunder), (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action suit or proceeding, and (iii) agrees that service of process upon the Company _____________________ and written notice of said service to the Company (mailed or delivered to its the Company at 70 Xxxx Xxxxxx Xxxx, Xxxxx 0000, PX Xxx 00, Xxxxxxx, Xxxxxxx, Xxxxxx, X0X 0X0, Attention: Corporate Secretary at its principal office specified in Section 14.01or such other address and/or officer as the Company may designate on written notice to the Trustees), shall be deemed in every respect effective service of process upon the Company in any such suit, action suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company _____________________ in full force and effect so long as any of the Securities this Indenture shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company full force and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courteffect. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture, Indenture and the Securities Guarantees, the Securities and any other Note DocumentSecurities, to the extent permitted by law. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto. The Company irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such court.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, each of the Company and each the Guarantor (i) irrevocably designates and appoints, and acknowledges that it has has, by separate written instrument, irrevocably designated and appointedappointed Kronish Lxxx Wxxxxx & Hxxxxxx LLP, Transocean Offshore Deepwater Drilling Inc.1000 Xxxxxx xx xxx Xxxxxxxx, 0 Xxxxxxxx XxxxxXxx Xxxx, XxxxxxxXxx Xxxx, Xxxxx 00000 00000-7798 or its successors as its the Company's and the Guarantor's authorized agent agent, respectively, upon which process may be served in any suit, action suit or proceeding arising out of or relating to the Securities, the Securities Guarantees, Notes or this Indenture or any other Note Document that may be instituted in any United States federal or New York state court in The City the State of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or), subject to Section 6.07, any Holder of Securities and acknowledges that Kronish Lxxx Wxxxxx & Hxxxxxx LLP or Securities Guarantees in any United States federal or New York state court in The City of New Yorkits successors has accepted such designation, (ii) submits to the non-exclusive nonexclusive jurisdiction of any such court in any such suit, action suit or proceeding, and (iii) agrees that service of process upon the Company Kronish Lxxx Wxxxxx & Hxxxxxx LLP or its successors and written notice of said service to the Company or the Guarantor, as the case may be (mailed or delivered to its Secretary their respective Vice Presidents and Secretaries at its their respective principal office specified offices in Section 14.01Montreal, Canada), shall be deemed in every respect effective service of process upon the Company or the Guarantor, as the case may be, in any such suit, action suit or proceeding. The Company and the Guarantor further agrees agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company Kronish Lxxx Wxxxxx & Hxxxxxx LLP in full force and effect so long as any of the Securities Notes shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courtoutstanding. To the extent that the Company or any the Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself either of them or its their respective property, each of them the Company and the Guarantor hereby irrevocably waives waive such immunity in respect of its obligations under this Indenture, Indenture and the Securities Guarantees, the Securities and any other Note DocumentNotes, to the extent permitted by law.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably designated and appointed, Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the Securities, the Securities Guarantees, or this Indenture or any other Note Document that may be instituted in any United States federal or New York state court in The City of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or, subject to Section 6.075.7, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New York, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon the Company [ ] and written notice of said service to the Company (mailed or delivered to its Corporate Secretary at its principal office specified in the first paragraph of this Indenture and in the manner specified in Section 14.011.5 hereof), shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company [ ] in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any SecuritiesSecurities or coupons. Each of the The Company and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such court. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them it hereby irrevocably waives such immunity in respect of its obligations under this Indenture, Indenture and the Securities Guarantees, the Securities and any other Note DocumentSecurities, to the extent permitted by law.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureAgreement, each of the Company and each Guarantor that is not organized in the United States (i) irrevocably designates and appoints, and acknowledges that it has has, by separate written instrument, irrevocably designated and appointedappointed CT Corporation System, Transocean Offshore Deepwater Drilling Inc.000 Xxxxxx Xxxxxx, 0 Xxxxxxxx XxxxxXxx Xxxx, XxxxxxxXxx Xxxx 00000 (and any successor entity), Xxxxx 00000 as its authorized agent upon which process may be served in any suit, action suit or proceeding arising out of or relating to the Securities, the Securities Guarantees, this Indenture or any other Note Document Agreement that may be instituted in any United States federal or New York state court in The City the State of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) orlaws, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New Yorkand acknowledges that CT Corporation System has accepted such designation, (ii) submits to the non-exclusive nonexclusive jurisdiction of any such court in any such suit, action suit or proceeding, and (iii) agrees that service of process upon the Company CT Corporation System and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in Section 14.01), shall be deemed in every respect effective service of process upon the Company it in any such suit, action suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company CT Corporation System in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courtoutstanding. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them it hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the Securities Guarantees, the Securities and any other Note DocumentAgreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, PRECISION DRILLING CORPORATION By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary PRECISION DIVERSIFIED OILFIELD SERVICES CORP. By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary PRECISION LIMITED PARTNERSHIP BY: ITS GENERAL PARTNER, PRECISION DIVERSIFIED OILFIELD SERVICES CORP. By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary PRECISION DRILLING CANADA LIMITED PARTNERSHIP BY: ITS GENERAL PARTNER, PRECISION DIVERSIFIED OILFIELD SERVICES CORP. By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary GREY WOLF INTERNATIONAL DRILLING CORPORATION By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary PRECISION OILFIELD PERSONNEL SERVICES LTD. By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary PRECISION DRILLING, INC. By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary DI ENERGY, INC. By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary GREY WOLF INTERNATIONAL, INC. By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary PRECISION DRILLING HOLDINGS COMPANY By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary PRECISION DRILLING LLC By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary PRECISION DRILLING COMPANY, LP BY: ITS GENERAL PARTNER, PRECISION DRILLING HOLDINGS COMPANY By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary MURCO DRILLING CORPORATION By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary DI/PERFENSA INC. By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary PRECISION COMPLETION & PRODUCTION SERVICES LTD. By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary PD SUPPLY INC. By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary PRECISION DRILLING (US) CORPORATION By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary PRECISION DIRECTIONAL SERVICES, INC. By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary PRECISION DIRECTIONAL SERVICES LTD. By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC RBC CAPITAL MARKETS, LLC XXXXXX XXXXXXX & CO. LLC By: CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director By: RBC CAPITAL MARKETS, LLC By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Managing Director Head of US Leverage Finance By: XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxxxx X. Sandstorm Name: Xxxxxx X. Sandstorm Title: Authorized Signatory Acting on behalf of themselves and as the representatives of the several Initial Purchasers. ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, each of the Company Issuer and each the Guarantor (i) irrevocably designates and appoints, and acknowledges represents that it has irrevocably designated and appointedappointed RSL Communications N. America, Transocean Offshore Deepwater Drilling Inc.Inc. ("RSLNA"), 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the Securities, the Securities Guarantees, Guarantee or this Indenture or any other Note Document that may be instituted in any United States federal Federal or New York state court in The City the State of New York York, Borough of Manhattan, or brought under federal Federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or), subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New Yorkand that RSLNA has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon the Company RSLNA and written notice of said service to the Company Issuer or the Guarantor, as applicable, (mailed or delivered to its Secretary President at its principal office as specified in Section 14.01), 1.05) shall be deemed in every respect effective service of process upon the Company it in any such suit, action suit or proceeding. The Company further , and (iv) agrees to take any and all action, including the execution and filing of any and all such documents and instruments, instruments as may be necessary to continue such designation and appointment of the Company RSLNA in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courtoutstanding. To the extent that the Company Issuer or any the Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them the Issuer and the Guarantor hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the Securities Guarantees, Guarantee and the Securities and any other Note DocumentSecurities, to the extent permitted by law.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By Each of the execution and delivery of this Indenture, the Company and each Guarantor (i) parties hereto irrevocably designates and appoints, and acknowledges agrees that it has irrevocably designated and appointed, Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 as its authorized agent upon which process may be served in any suit, action or proceeding arising out of of, related to, or relating to the Securitiesin connection with this Indenture, the Securities GuaranteesNotes and any supplemental indenture or the transactions contemplated hereby, this Indenture and any action arising under U.S. federal or any other Note Document that state securities laws, may be instituted in any United States federal or New York state court in The City of New York or brought under U.S. federal or state securities laws or brought by court located in the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The State and City of New York, (ii) submits to the non-exclusive jurisdiction Borough of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon the Company and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in Section 14.01), shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company and the Guarantors Manhattan; irrevocably and unconditionally waives, to the fullest extent permitted by lawit may effectively do so, any objection that which it may now or hereafter have to the laying of venue of any such action, suit or proceeding proceeding; and irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding. The Issuer has appointed Xxxxxx & Xxxxxx, LLP (attn: Xxxx X. Xxxxx, Esq. and Xxxxxx X. Xxxxxxx, Esq.) as its authorized agent upon whom process may be served in any such suit, action or proceeding which may be instituted in any federal or state court located in the State of New York, Borough of Manhattan arising out of or based upon this Indenture, the Notes or the transactions contemplated hereby or thereby, and any appellate action brought under U.S. federal or state securities laws (the “Authorized Agent”). The Issuer expressly consents to the jurisdiction of any such court in respect of any such action and waives any other requirements of or objections to personal jurisdiction with respect thereto and irrevocably waives, waives any right to trial by jury. Such appointment shall be irrevocable unless and until replaced by an agent reasonably acceptable to the fullest extent permitted by lawTrustee. The Issuer represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and the defense Issuer agrees to take any and all action, including the filing of an inconvenient forum any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the maintenance of any such actionIssuer shall be deemed, suit or proceeding in any such court. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through every respect, effective service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them hereby irrevocably waives such immunity in respect of its obligations under this Indenture, process upon the Securities Guarantees, the Securities and any other Note Document, to the extent permitted by lawIssuer.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureThe Company has agreed that any suit, action or proceeding against the Company brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in The City of New York, New York. The Company has irrevocably submitted to the non-exclusive jurisdiction of such courts for such purpose and each Guarantor (i) irrevocably designates waived, to the fullest extent permitted by law, trial by jury and appointsany objection it may now or hereafter have to the laying of venue of any such proceeding, and acknowledges any claim it may now or hereafter have that it any proceeding in any such court is brought in an inconvenient forum. The Company has irrevocably designated and appointed, Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 appointed Law Debenture Corporate Services as its authorized process agent upon which whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or relating to based upon the Securities, the Securities Guarantees, this Indenture or any other Note Document that the Notes which may be instituted in any United States state or federal or New York state court in The City of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New York, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon the Company and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in Section 14.01), shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courtNew York. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether through service of or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or any of its property, each of them hereby the Company has irrevocably waives waived and agreed not to plead or claim such immunity in respect of its obligations under this Indenture, the Securities Guarantees, Indenture or the Securities Notes. The Company will furnish to any Holder upon written request and any other Note Document, without charge to the extent permitted by law.Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to:

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably designated and appointedappointed CT Corporation System, Transocean Offshore Deepwater Drilling Inc.000 0xx Xxxxxx, 0 Xxxxxxxx 00xx Xxxxx, XxxxxxxXxx Xxxx, Xxxxx Xxx Xxxx, 00000 as its authorized agent upon which process may be served in any suit, action suit or proceeding arising out of or relating to the Securities, the Securities Guarantees, or this Indenture or any other Note Document that may be instituted in any United States federal or New York state court located in The City Borough of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) orManhattan, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New York, or brought under U.S. federal or state securities laws, or brought by the Trustees (whether in their individual capacity or in their capacity as Trustees hereunder), (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action suit or proceeding, and (iii) agrees that service of process upon the Company CT Corporation System and written notice of said service to the Company (mailed or delivered to its Secretary the Company, attention: Chief Financial Officer, at its principal office executive offices at Royal Bank Plaza, South Tower, 000 Xxx Xxxxxx, Xxxxx 0000, X.X. Xxx 00, Xxxxxxx XX X0X 0X0, as specified in Section 14.011.5 hereof), shall be deemed in every respect effective service of process upon the Company in any such suit, action suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company CT Corporation System in full force and effect so long as any of the Securities this Indenture shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company full force and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courteffect. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture, Indenture and the Securities Guarantees, the Securities and any other Note DocumentSecurities, to the extent permitted by law. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto. The Company irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action, suit or proceeding in any such court.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureAgreement, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has has, by separate written instrument, irrevocably designated and appointedappointed Xxxxxxxx Consumer Products Holdings Inc. (and any successor entity), Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 as its authorized agent upon which process may be served in any suit, action suit or proceeding arising out of or relating to the Securities, the Securities Guarantees, this Indenture or any other Note Document Agreement that may be instituted in any United States federal or New York state court in The City the State of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) orlaws, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New Yorkand acknowledges that Xxxxxxxx Consumer Products Holdings Inc. has accepted such designation, (ii) submits to the non-exclusive nonexclusive jurisdiction of any such court in any such suit, action suit or proceeding, and (iii) agrees that service of process upon the Company Xxxxxxxx Consumer Products Holdings Inc. and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in Section 14.01), shall be deemed in every respect effective service of process upon the Company it in any such suit, action suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company Xxxxxxxx Consumer Products Holdings Inc. in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courtoutstanding. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them it hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the Securities Guarantees, the Securities and any other Note DocumentAgreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Initial Purchasers and the Escrow Issuers in accordance with its terms. Very truly yours, RGHL US ESCROW II INC. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Secretary RGHL US ESCROW II LLC By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. by: Credit Suisse Securities (USA) LLC On behalf of itself and the several Initial Purchasers, By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director ANNEX A REGISTRATION RIGHTS JOINDER With respect to the Registration Rights Agreement dated as of August 9, 2011, among RGHL US Escrow II Inc., a company incorporated under the laws of the State of Delaware (the “US Corporate Escrow Issuer”), RGHL US Escrow II LLC, a limited liability company organized under the laws of the State of Delaware (the “US LLC Escrow Issuer” and, together with the US Corporate Escrow Issuer, the “Escrow Issuers”), and Credit Suisse Securities (USA) LLC, as representative of the Initial Purchasers (as defined therein and, such agreement, the “Registration Rights Agreement”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, (i) Xxxxxxxx Group Issuer LLC, a Delaware limited liability company (the “U.S. Issuer I”), Xxxxxxxx Group Issuer Inc., a Delaware corporation (the “U.S. Issuer II” and, together with the U.S. Issuer I, the “U.S. Issuers”), and Xxxxxxxx Group Issuer (Luxembourg) S.A., a company incorporated as a société anonyme (a public limited liability company) under the laws of Luxembourg (the “Luxembourg Issuer” and, together with the U.S. Issuers, the “Issuers”), each assume all of the rights and obligations of the Escrow Issuers thereunder and (ii) each of the signatories hereto (other than the Issuers) assumes all of the rights and obligations as Guarantors under the Registration Rights Agreement, in each case, as of the Escrow Release Date (as defined in the Registration Rights Agreement) and as though it had entered into the Registration Rights Agreement on August 9, 2011. The obligations assumed by the Issuers and the Guarantors under this Joinder shall be joint and several obligations. Capitalized terms used but not defined in this Joinder shall have the meanings given to such terms in the Registration Rights Agreement.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably designated and appointed, Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the Securities, the Securities Guarantees, or this Indenture or any other Note Document that may be instituted in any United States federal or New York state court in The City of New York City or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or, subject to Section 6.075.7, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New YorkYork City, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon the Company [ ] and written notice of said service to the Company (mailed or delivered to its Corporate Secretary at its principal office specified in the first paragraph of this Indenture and in the manner specified in Section 14.011.5 hereof), shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company [ ] in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any SecuritiesSecurities or coupons. Each of the The Company and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such court. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them it hereby irrevocably waives such immunity in respect of its obligations under this Indenture, Indenture and the Securities Guarantees, the Securities and any other Note DocumentSecurities, to the extent permitted by law.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each Guarantor The Guarantor: (i) irrevocably designates and appoints, and acknowledges that it has has, by separate written instrument, irrevocably designated and appointedappointed Xxxx Xxxxxxx Life Insurance Company of New York, Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx 000 Xxxxxx Xxxx Xxxxx, Xxxxxxx0xx Xxxxx, Xxxxx 00000 Xxxxxxxx, Xxx Xxxx 00000, as its authorized agent for service (the “Agent for Service”) upon which whom process may be served in any suit, legal action or proceeding against it arising out of or relating to the Securities, the Securities Guarantees, in connection with this Indenture or any other Note Document Subordinated Guarantee that may be instituted in any United States state or federal or New York state court located in The City the Borough of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) orManhattan, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New York, the State of New York (a “New York Court”); (ii) submits to acknowledges that the non-exclusive jurisdiction of any Agent for Service has accepted such court in any such suit, action or proceeding, designation; and (iii) agrees that service of process upon the Company and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in Section 14.01), Agent for Service shall be deemed in every respect effective service of process upon the Company Guarantor in any such suit, action or proceeding. The Company further Guarantor irrevocably: (i) agrees to take that any and all action, including the legal action or proceeding against it arising out of or in connection with this Subordinated Guarantee or for recognition or enforcement of any judgment rendered against it in connection with this Subordinated Guarantee may be brought in any New York Court; (ii) agrees that by execution and filing delivery of this Subordinated Guarantee, the Guarantor hereby irrevocably accepts and submits to the non-exclusive jurisdiction of any New York Court in personam, generally and all unconditionally with respect to any such documents action or proceeding for itself and instruments, as may be necessary to continue such designation and appointment of the Company in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company its property, assets and the Guarantors irrevocably and unconditionally revenues; (iii) waives, to the fullest extent permitted by law, any objection that which it may now or hereafter have to the laying of venue of any such action, suit action or proceeding brought in any New York Court and any claim that any such court action or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of proceeding has been brought in an inconvenient forum to the maintenance of any such action, suit or proceeding in any such court. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the Securities Guarantees, the Securities and any other Note Document, to the extent permitted by lawforum.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably designated and appointedappointed Corporation Service Company, Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 00000 000, Xxx Xxxx, XX 00000-0000 as its authorized agent upon which process may be served in any suit, action suit or proceeding arising out of or relating to the Securities, the Securities Guarantees, Notes or this Indenture or any other Note Document that may be instituted in any United States U.S. federal or New York state State court located in The City Borough of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) orManhattan, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New York, or brought by the Trustees (whether in their individual capacity or in their capacity as Trustees hereunder), (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action suit or proceeding, and (iii) agrees that service of process upon the Corporation Service Company and written notice of said service to the Company (mailed or delivered to its Secretary the Company, attention: Chief Financial Officer, at its principal office at Suite 1500, 1040 West Georgia Street, Vancouver, British Columbia, Canada V6E 4H1, as specified in Section 14.0113.01 hereof), shall be deemed in every respect effective service of process upon the Company in any such suit, action suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Corporation Service Company in full force and effect so long as any of the Securities this Indenture shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company full force and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courteffect. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture, Indenture and the Securities Guarantees, the Securities and any other Note DocumentNotes, to the extent permitted by law. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding arising out of or relating to this Indenture or the Notes in any federal or state court in the State of New York, The Borough of Manhattan. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureThe Company agrees that any suit, action or proceeding against the Company brought by any Holder or the Trustee arising out of or based upon this Indenture or the Notes may be instituted in any state or federal court in the Borough of Manhattan, The City of New York, New York, United States, any court of competent jurisdiction in Bermuda or England and each Guarantor (i) Wales and any appellate court from any thereof. The Company hereby irrevocably designates submits to the non-exclusive jurisdiction of such courts for such purpose and appointswaives, to the fullest extent permitted by law, trial by jury and any objection it may now or hereafter have to the laying of venue of any such proceeding, and acknowledges any claim it may now or hereafter have that it any proceeding in any such court is brought in an inconvenient forum. The Company has irrevocably designated and appointedappointed FLAG Telecom Holdings Ltd., Transocean Offshore Deepwater Drilling Inc.000 Xxxxxxxxx Xxxxxx, 0 Xxxxxxxx XxxxxXxx Xxxx, Xxxxxxx, Xxxxx Xxx Xxxx 00000 as its authorized agent (the "Authorized Agent") upon which whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or relating to the Securities, the Securities Guarantees, based upon this Indenture or any other Note Document that the Notes which may be instituted in any United States state or federal or New York state court in The City the Borough of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) orManhattan, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New York, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon the Company and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in Section 14.01), shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceedingNew York. The Company further hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the execution and filing of any and all such documents and instrumentsdocuments, as that may be necessary to continue each such designation and appointment of the Company in full force and effect as aforesaid so long as the Notes remain outstanding. The Company agrees that the appointment of the Authorized Agent shall be irrevocable so long as any of the Securities Notes remain outstanding or until the irrevocable appointment by the Company of a successor agent in The City of New York, New York as its authorized agent for such purpose and the acceptance of such appointment by such successor. Service of process upon the Authorized Agent shall be Outstanding or any amounts shall be payable deemed, in respect every respect, effective service of any Securities. Each of process upon the Company and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courtCompany. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether through service of or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or any of its property, each of them the Company hereby irrevocably waives and agrees not to plead or claim such immunity in respect of its obligations under this Indenture, Indenture or the Securities Guarantees, Notes. Nothing in this Section 10.16 shall affect the Securities and right of the Trustee or any Holder of the Notes to serve process in any other Note Document, to the extent manner permitted by law.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureAgreement, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has has, by separate written instrument, irrevocably designated and appointedappointed Xxxxxxxx Consumer Products Holdings Inc. (and any successor entity), Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 as its authorized agent upon which process may be served in any suit, action suit or proceeding arising out of or relating to the Securities, the Securities Guarantees, this Indenture or any other Note Document Agreement that may be instituted in any United States federal or New York state court in The City the State of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) orlaws, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New Yorkand acknowledges that Xxxxxxxx Consumer Products Holdings Inc. has accepted such designation, (ii) submits to the non-exclusive nonexclusive jurisdiction of any such court in any such suit, action suit or proceeding, and (iii) agrees that service of process upon the Company Xxxxxxxx Consumer Products Holdings Inc. and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in Section 14.01), shall be deemed in every respect effective service of process upon the Company it in any such suit, action suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company Xxxxxxxx Consumer Products Holdings Inc. in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courtoutstanding. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them it hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the Securities Guarantees, the Securities and any other Note DocumentAgreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Initial Purchasers and the Escrow Issuers in accordance with its terms. Very truly yours, RGHL US Escrow I LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: RGHL US Escrow I Inc. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: RGHL Escrow Issuer (Luxembourg) I S.A. By: /s/ Pru Xxxxxx Name: Pru Xxxxxx Title: The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. by: Credit Suisse Securities (USA) LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director ANNEX A REGISTRATION RIGHTS JOINDER With respect to the Registration Rights Agreement, dated as of October 15, 2010, among RGHL US Escrow I Inc., a company incorporated under the laws of the State of Delaware (the “US Corporate Escrow Issuer”), RGHL US Escrow I LLC, a limited liability company organized under the laws of the State of Delaware (the “US LLC Escrow Issuer”) and RGHL Escrow Issuer (Luxembourg) I S.A., a company incorporated as a société anonyme (a public limited liability company) under the laws of Luxembourg (the “Lux Escrow Issuer” and, together with the US Corporate Escrow Issuer and the US LLC Escrow Issuer, the “Escrow Issuers”), and Credit Suisse Securities (USA) LLC, as representative of the Initial Purchasers (as defined therein and, such agreement, the “Registration Rights Agreement”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, (i) Xxxxxxxx Group Issuer LLC, a Delaware limited liability company (the “U.S. Issuer I”), Xxxxxxxx Group Issuer Inc., a Delaware corporation (the “U.S. Issuer II” and, together with the U.S. Issuer I, the “U.S. Issuers”) and Xxxxxxxx Group Issuer (Luxembourg) S.A., a company incorporated as a société anonyme (a public limited liability company) under the laws of Luxembourg (the “Luxembourg Issuer” and, together with the U.S. Issuers, the “Issuers”) each assume all of the rights and obligations of the Escrow Issuers thereunder and (ii) each of the signatories hereto (other than the Issuers) assumes all of the rights and obligations as Guarantors under the Registration Rights Agreement, in each case, as of the effective time of the Escrow Release Date (as defined in the Registration Rights Agreement) and as though it had entered into the Registration Rights Agreement on October 15, 2010. The obligations assumed by the Issuers and the Guarantors under this Joinder shall be joint and several obligations. Capitalized terms used but not defined in this Joinder shall have the meanings given to such terms in the Registration Rights Agreement. Very truly yours, Xxxxxxxx Group Issuer LLC By: Name: Title: Xxxxxxxx Group Issuer Inc. By: Name: Title: Xxxxxxxx Group Issuer (Luxembourg) S.A. By: Name: Title: [GUARANTORS] By: Name: Title: ANNEX B Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of (i) in the case of an Exchange Dealer or Initial Purchaser, 180 days after the Expiration Date (as defined herein) and (ii) in the case of any broker dealer, 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to any such Exchange Dealer, Initial Purchaser or broker dealer for use in connection with any such resale. See “Plan of Distribution.”

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably designated and appointed, Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxxappointed Corporation Service Company, Xxxxx 000, 0000 Xxxxxxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx, XXX 00000 as its authorized agent upon which process may be served in any suit, action suit or proceeding arising out of or relating to the Securities, the Securities Guarantees, or this Indenture or any other Note Document that may be instituted in any United States U.S. federal or New York state State court located in The City Borough of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) orManhattan, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New York, or brought by the Trustees (whether in their individual capacity or in their capacity as Trustees hereunder), (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action suit or proceeding, and (iii) agrees that service of process upon the Corporation Service Company and written notice of said service to the Company (mailed or delivered to its Secretary the Company, attention: Chief Financial Officer, at its principal office at Suite 300, 000 Xxxx Xxxxxx Xxxxxx, Vancouver, British Columbia, Canada V6C 1L6, as specified in Section 14.011.05 hereof), shall be deemed in every respect effective service of process upon the Company in any such suit, action suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Corporation Service Company in full force and effect so long as any of the Securities this Indenture shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company full force and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courteffect. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture, Indenture and the Securities Guarantees, the Securities and any other Note DocumentSecurities, to the extent permitted by law. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding arising out of or relating to this Indenture or the Securities in any federal or state court in the State of New York, The Borough of Manhattan. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By Each of the execution Issuer and delivery the Guarantors have irrevocably submitted to the exclusive jurisdiction of this Indentureany New York state or U.S. federal court sitting in the Borough of Manhattan in The City of New York with respect to actions brought against it as a defendant in respect of any suit, action or proceeding against the Issuer or the Guarantors brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes. Each of the Issuer and the Guarantors has irrevocably accepted for itself and in respect of its property, generally and unconditionally, the Company jurisdiction of the aforesaid courts and each Guarantor (i) irrevocably designates has waived, to the fullest extent it may do so under applicable law, trial by jury and appointsany objection which it may now or hereafter have to the laying of the venue of any such proceeding, and acknowledges any claim it may now or hereafter have that it has any proceeding in any such court is brought in an inconvenient forum. Each of the Issuer and the Guarantors irrevocably designated and appointedappointed Cogency Global Inc. (the “Process Agent”), Transocean Offshore Deepwater Drilling Inc.with an office at 000 Xxxx 00xx Xxxxxx, 0 Xxxxxxxx 00xx Xxxxx, XxxxxxxXxx Xxxx, Xxxxx 00000 Xxx Xxxx 00000, as its authorized agent upon to receive on behalf of it and its property service of copies of the summons and complaint and any other process which process may be served in any suit, action or proceeding arising out of or relating to based upon the Securities, the Securities Guarantees, this Indenture or the Notes. If for any other Note Document that may reason such Person shall cease to be instituted such agent for service of process, each of the Issuer and the Guarantors shall forthwith appoint a new agent of recognized standing for service of process in any United States federal or New York state court in The City the State of New York or brought under federal or state securities laws or brought by and deliver to the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or, subject to Section 6.07a copy of the new agent’s acceptance of that appointment within 30 days. Nothing herein shall affect the right of the Trustee, any Agent or any Holder of Securities or Securities Guarantees to serve process in any United States federal other manner permitted by law or New York state court in The City of New York, (ii) submits to commence legal proceedings or otherwise proceed against the non-exclusive jurisdiction of any such court Issuer and the Guarantors in any such suit, action or proceeding, and (iii) agrees that service other court of process upon the Company and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in Section 14.01), shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceedingcompetent jurisdiction. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company Issuer and the Guarantors irrevocably and unconditionally waivesagreed that, in any proceedings anywhere (whether for an injunction, specific performance or otherwise), no immunity (to the extent that it may at any time exist, whether on the grounds of sovereignty or otherwise) from such proceedings, from attachment (whether in aid of execution, before judgment or otherwise) of its assets or from execution of judgment shall be claimed by it or on its behalf or with respect to its assets, except to the extent required by applicable law, any such immunity being irrevocably waived, to the fullest extent permitted by applicable law. Each of the Issuer and the Guarantors irrevocably agreed that, where permitted by applicable law, any objection that it may now or hereafter have and its assets are, and shall be, subject to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such court. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of noticeproceedings, attachment prior to judgment, attachment in aid of execution, or execution or otherwise) with respect to itself or its property, each of them hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the Securities Guarantees, Indenture or the Securities and any other Note Document, to the extent permitted by lawNotes.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably designated and appointedappointed CT Corporation System, Transocean Offshore Deepwater Drilling Inc.111 8th Avenue, 0 Xxxxxxxx Xxxxx13th Floor, XxxxxxxNew York, Xxxxx 00000 as its authorized agent upon which process may be New York, 10011 ("CT CORPORATION") xx xxx xxxxxxxxxx xxxxx xxxx xxxxx xxxxxxx xxx xx served in any suit, action suit or proceeding arising out of or relating to the Securities, the Securities Guarantees, or this Indenture or any other Note Document that may be instituted in any United States federal or New York state court located in The City of New York, New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New York), (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action suit or proceeding, and (iii) agrees that service of process upon the Company CT Corporation and written notice of said service to the Company (mailed or delivered to its Secretary the Company, Attention: General Counsel, at its principal office specified in the first paragraph of this Indenture and in the manner specified in Section 14.01105 hereof), shall be deemed in every respect effective service of process upon the Company in any such suit, action suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company CT Corporation in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courtoutstanding. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture, Indenture and the Securities Guarantees, the Securities and any other Note DocumentSecurities, to the extent permitted by law. The Company hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture or the Securities in any federal or state court in the State of New York, Borough of Manhattan. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, each of the Company Issuer and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably has, by separate written instrument, designated and appointedappointed National Registered Agents, Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 Inc. as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the Securities, the Securities Guarantees, Notes or this Indenture or any other Note Document that may be instituted in any United States federal Federal or New York state State court in The City the State of New York York, Borough of Manhattan, or brought under federal Federal or state State securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or), subject to Section 6.07and acknowledges that National Registered Agents, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New YorkInc. has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon the Company National Registered Agents, Inc. and written notice of said service to the Company it (mailed or delivered to its Secretary Executive Director at its principal office as specified in Section 14.0111.02 hereof), shall be deemed in every respect effective service of process upon the Company it in any such suit, action suit or proceeding. The Company Issuer and each Guarantor further agrees agree to take any and all action, including the execution and filing of any and all such documents and instruments, instruments as may be necessary to continue such designation and appointment of the Company National Registered Agents, Inc., in full force and effect so long as any of the Securities this Indenture shall be Outstanding in full force and effect; provided that the Issuer may and shall (to the extent National Registered Agents, Inc. ceases to be able to be served on the basis contemplated herein), by written notice to the Trustee, designate such additional or any amounts alternative agent for service of process under this Section 11.09 that (i) maintains an office located in the Borough of Manhattan, The City of New York in the State of New York, (ii) is either (x) counsel for the Issuer or (y) a corporate service company which acts as agent for service of process for other Persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 11.09. Such notice shall be payable identify the name of such agent for process and the address of such agent for process in respect the Borough of Manhattan, The City of New York, State of New York. Upon the request of any Securities. Each of the Company and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by lawHolder, the defense Trustee shall deliver such information to such Holder. Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of an inconvenient forum to process for the maintenance of Issuer and any such actionGuarantors, suit or proceeding if any, appointed and acting in any such courtaccordance with this Section 11.09. To the extent that the Company Issuer or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them the Issuer and such Guarantor hereby irrevocably waives such immunity in respect of its obligations under this Indenture, Indenture and the Securities Guarantees, the Securities and any other Note DocumentSecurities, to the extent permitted by law.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By Each of the execution and delivery of this Indenture, the Company and each Guarantor (i) parties hereto irrevocably designates and appoints, and acknowledges agrees that it has irrevocably designated and appointed, Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 as its authorized agent upon which process may be served in any suit, action or proceeding arising out of of, related to, or relating to the Securitiesin connection with this Indenture, the Securities GuaranteesNotes and the Note Guarantee or the transactions contemplated hereby, this Indenture and any action arising under U.S. federal or any other Note Document that state securities laws, may be instituted in any United States federal or New York state court in The City of New York or brought under U.S. federal or state securities laws or brought by court located in the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The State and City of New York, (ii) submits to the non-exclusive jurisdiction Borough of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon the Company and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in Section 14.01), shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company and the Guarantors Manhattan; irrevocably and unconditionally waives, to the fullest extent permitted by lawit may effectively do so, any objection that which it may now or hereafter have to the laying of venue of any such action, suit or proceeding proceeding; and irrevocably submits to the jurisdiction of such courts in any such court suit, action or any appellate court with respect thereto proceeding. Each of Issuer and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding Wind has appointed Corporate Service Corporation as its authorized agent upon whom process may be served in any such court. To suit, action or proceeding which may be instituted in any federal or state court located in the extent that the Company State of New York, Borough of Manhattan arising out of or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them hereby irrevocably waives such immunity in respect of its obligations under based upon this Indenture, the Securities GuaranteesNotes or the transactions contemplated hereby or thereby, the Securities and any other Note Document, action brought under U.S. federal or state securities laws (each an “Authorized Agent”). Each of the Issuer and Wind expressly consents to the extent permitted jurisdiction of any such court in respect of any such action and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable unless and until replaced by lawan agent reasonably acceptable to the Trustee. Each of the Issuer and Wind represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and each of the Issuer and Wind agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Issuer shall be deemed, in every respect, effective service of process upon the Issuer and/or Wind.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably designated and appointed, Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx0000 Xxxxxxx Xxxxxxx, Xxxxxxx, Xxxxx 00000 00000, as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the Securities, the Securities Guarantees, Guarantees or this Indenture or any other Note Document that may be instituted in any United States federal or New York state court in The City of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New York, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon the Company and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in Section 14.0113.01), shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such court. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the Securities Guarantees, Guarantees and the Securities and any other Note DocumentSecurities, to the extent permitted by law.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably has, by separate written instrument, designated and appointedappointed [ ] (the “Process Agent”), Transocean Offshore Deepwater Drilling Inc.[ ], 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the Securities, the Securities Guarantees, Guarantee or this Indenture or any other Note Document that may be instituted in any United States federal Federal or New York state court in the State of New York, The City of New York York, the Borough of Manhattan, or brought under federal Federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or), subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New Yorkand acknowledges that the Process Agent has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, proceeding and (iii) agrees that service of process upon the Company Process Agent and written notice of said service to the Company (mailed or delivered to its Secretary it at its principal office specified in accordance with Section 14.01105 hereof), shall be deemed in every respect effective service of process upon the Company it in any such suit, action suit or proceeding. The Company Guarantor further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, instruments as may be necessary to continue such designation and appointment of the Company Process Agent in full force and effect so long as any of the Securities Guarantee shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of outstanding; provided that the Company Guarantor may (and the Guarantors irrevocably and unconditionally waivesshall, to the fullest extent permitted the Process Agent ceases to be able to be served on the basis contemplated herein) by law, any objection that it may now or hereafter have written notice to the laying Trustee, designate such additional or alternative agents for service of venue process under this Section 115 that (i) maintains an office located in the Borough of Manhattan, The City of New York in the State of New York, (ii) are either (x) counsel for the Guarantor or (y) a corporate service company which acts as agent for service of process for other Persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 115. Such notice shall identify the name of such agent for process and the address of such agent for process in the Borough of Manhattan, The City of New York, State of New York. Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for the Guarantor appointed and acting in accordance with this Section 115. By execution and delivery of this Indenture, the Company submits to the jurisdiction of any such actionfederal or state court in the State of New York, suit The City of New York, the Borough of Manhattan, in any suit, action or proceeding in any such court arising out of or any appellate court with respect thereto and irrevocably waives, relating to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit Securities or proceeding in any such courtthis Indenture. To the extent that the Company or any the Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them it hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the Securities Guarantees, the Securities and any other Note Documentabove-referenced documents, to the extent permitted by law.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably designated and appointedappointed CT Corporation System, Transocean Offshore Deepwater Drilling Inc.000 0xx Xxxxxx, 0 Xxxxxxxx 00xx Xxxxx, XxxxxxxXxx Xxxx, Xxxxx 00000 Xxx Xxxx, 0000 as its authorized agent upon which process may be served in any suit, action suit or proceeding arising out of or relating to the Securities, the Securities Guarantees, or this Indenture or any other Note Document that may be instituted in any United States federal or New York state State court located in The City Borough of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) orManhattan, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New York, or brought by the Trustees (whether in their individual capacity or in their capacity as Trustees hereunder), (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action suit or proceeding, and (iii) agrees that service of process upon the Company CT Corporation System and written notice of said service to the Company (mailed or delivered to its Secretary the Company, attention: Chief Financial Officer, at its principal office at 1701 East “E” Street, XX Xxx 00000, Xxxxxx, Xxxxxxx 00000-0000., as specified in Section 14.011.05 hereof), shall be deemed in every respect effective service of process upon the Company in any such suit, action suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company CT Corporation System in full force and effect so long as any of the Securities this Indenture shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company full force and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courteffect. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture, Indenture and the Securities Guarantees, the Securities and any other Note DocumentSecurities, to the extent permitted by law. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding arising out of or relating to this Indenture or the Securities in any federal or state court in the State of New York, The Borough of Manhattan. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably designated and appointedappointed CT Corporation System, Transocean Offshore Deepwater Drilling Inc.000 0xx Xxxxxx, 0 Xxxxxxxx 00xx Xxxxx, XxxxxxxXxx Xxxx, Xxxxx Xxx Xxxx, 00000 (“CT Corporation”) as its authorized agent upon which process may be served in any suit, action suit or proceeding arising out of or relating to the Securities, the Securities Guarantees, or this Indenture or any other Note Document that may be instituted in any United States federal or New York state court located in The City of New York, New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New York), (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action suit or proceeding, and (iii) agrees that service of process upon the Company CT Corporation and written notice of said service to the Company (mailed or delivered to its Secretary the Company, Attention: General Counsel, at its principal office specified in the first paragraph of this Indenture and in the manner specified in Section 14.01105 hereof), shall be deemed in every respect effective service of process upon the Company in any such suit, action suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company CT Corporation in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courtoutstanding. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture, Indenture and the Securities Guarantees, the Securities and any other Note DocumentSecurities, to the extent permitted by law. The Company hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture or the Securities in any federal or state court in the State of New York, Borough of Manhattan. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureAgreement, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has has, by separate written instrument, irrevocably designated and appointedappointed Terex Corporation (and any successor entity), Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 as its authorized agent upon which process may be served in any suit, action suit or proceeding arising out of or relating to the Securities, the Securities Guarantees, this Indenture or any other Note Document Agreement that may be instituted in any United States federal or New York state court in The City the State of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) orlaws, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New Yorkand acknowledges that Terex Corporation has accepted such designation, (ii) submits to the non-exclusive nonexclusive jurisdiction of any such court in any such suit, action suit or proceeding, and (iii) agrees that service of process upon the Company Terex Corporation and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in Section 14.01), shall be deemed in every respect effective service of process upon the Company it in any such suit, action suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company Terex Corporation in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courtoutstanding. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them it hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the Securities Guarantees, the Securities and any other Note DocumentAgreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, TEREX CORPORATION By:/s/ Eric I Cohen ----------------------- Name: Eric I Cohen Xxxxx: Senior Vice President KOEHRING CRANES, INC. PAYHAULER CORP. PPM CRANES, INC. TEREX CRANES, INC. TEREX-RO CORPORATION TEREX-TELELECT, INC. THE AMERICAN CRANE CORPORATION O&K ORENSTEIN & KOPPEL, INC. XXXDA INDUSTRIES, INC. CEDARAPIDS, INC. STANDARD HAVENS, INC. XXXNDARD HAVENS PRODUCTS, INC. BL-PEGSON (USA), INC. BENFORD AMERICA, INC. COLEMAN ENGINEERING, INC. EARTHKING, INC. FINLAY HYDRASCREEN USA, INC. POWERSCREEN HOLDINGS USA, INC. POWERSCREEN INTERNATIONAL LLC POWERSCREEN NORTH AMERICA, INC. POWERSCREEN USA, LLC ROYER INDUSTRIES, INC. TEREX BARTELL, INC. XXXEX MINING EQUIPMENT, INC. CMI TEREX CORPORATION CMI DAKOTA COMPANY CMIOIL CORPORATION FUCHS TEREX, INC. GENIE ACCESS SERVICES, INC. GENIE CHINA, INC. GENIE FINANCIAL SERVICES, INC. GENIE HOLDINGS, INC. GENIE INDUSTRIES, INC. GENIE INTERNATIONAL, INC. GENIE MANUFACTURING, INC. GFS COMMERCIAL LLC GFS NATIONAL, INC. GO CREDIT CORPORATION LEASE SERVICING & FUNDING CORP. PRODUCT SUPPORT, INC. SCHAEFF INCORPORATED SPINNAKER INSURANCE COMPANY TELELECT SOUTHEAST DISTRIBUTION, INC. TEREX ADVANCE MIXER, INC. TEREX FINANCIAL SERVICES, INC. TEREX UTILITIES, INC. TEREX UTILITIES SOUTH, INC. UTILITY EQUIPMENT, INC. By:/s/ Eric I Cohen ----------------------- Name: Eric I Cohen Xxxxx: Senior Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC CITIGROUP GLOBAL MARKETS INC. By: CREDIT SUISSE FIRST BOSTON LLC By: /s/ James T. Glerum, Jr. ------------------------------ Name: James T. Glerum, Jr. Titlx: Xxxxxxxx Xxxxxxxr Acting on behalf of themselves and as the Representatives of the several Purchasers ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution." ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See "Plan of Distribution." ANNEX C PLAN OF DISTRIBUTION

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably designated and appointedappointed CT Corporation System, Transocean Offshore Deepwater Drilling Inc.111 8th Avenue, 0 Xxxxxxxx Xxxxx13th Floor, XxxxxxxNew York, Xxxxx 00000 New York 10011 as its authorized agent upon which process may be served in any suit, action xxxxx xxxx xxxxx xxxxxxx xxx xx xxxxxx xx xxx xxxx or proceeding arising out of or relating to the Securities, the Securities Guarantees, or this Indenture or any other Note Document that may be instituted in any United States federal or New York state court located in The City of New York or brought under federal or state securities laws laws, or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New York), (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action suit or proceeding, and (iii) agrees that service of process upon the Company CT Corporation System and written notice of said service to the Company (mailed or delivered to its Secretary the Company, attention: Chief Financial Officer, at its principal office executive offices specified in the first paragraph of this Indenture and in the manner specified in Section 14.01105 hereof), shall be deemed in every respect effective service of process upon the Company in any such suit, action suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company CT Corporation System in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courtoutstanding. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture, Indenture and the Securities Guarantees, the Securities and any other Note DocumentSecurities, to the extent permitted by law. The Company hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture or the Securities in any federal or state court in the State of New York, Borough of Manhattan. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably designated and appointedappointed Corporation Service Company, Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx00 Xxxx 00xx Xxxxxx, Xxxxx 00000 000, Xxx Xxxx, XX 00000, as its authorized agent upon which process may be served in any suit, action suit or proceeding arising out of or relating to the Securities, the Securities Guarantees, Notes or this Indenture or any other Note Document that may be instituted in any United States U.S. federal or New York state State court located in The Borough of Manhattan, The City of New York or brought under federal or state securities laws York, or brought by the Trustee (whether in its their individual capacity or in its their capacity as Trustee hereunder) or, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New York), (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action suit or proceeding, and (iii) agrees that service of process upon the Corporation Service Company and written notice of said service to the Company (mailed or delivered to its Secretary the Company, at its principal office as specified in Section 14.0113.01 hereof), shall be deemed in every respect effective service of process upon the Company in any such suit, action suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Corporation Service Company in full force and effect so long as any of the Securities this Indenture shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company full force and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courteffect. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture, Indenture and the Securities Guarantees, the Securities and any other Note DocumentNotes, to the extent permitted by law. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding arising out of or relating to this Indenture or the Notes in any federal or state court in the State of New York, The Borough of Manhattan. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureAgreement, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has has, by separate written instrument, irrevocably designated and appointedappointed Terex Corporation (and any successor entity), Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 as its authorized agent upon which process may be served in any suit, action suit or proceeding arising out of or relating to the Securities, the Securities Guarantees, this Indenture or any other Note Document Agreement that may be instituted in any United States federal or New York state court in The City the State of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) orlaws, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New Yorkand acknowledges that Terex Corporation has accepted such designation, (ii) submits to the non-exclusive nonexclusive jurisdiction of any such court in any such suit, action suit or proceeding, and (iii) agrees that service of process upon the Company Terex Corporation and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in Section 14.01), shall be deemed in every respect effective service of process upon the Company it in any such suit, action suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company Terex Corporation in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courtoutstanding. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them it hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the Securities Guarantees, the Securities and any other Note DocumentAgreement, to the fullest extent permitted by law.. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, TEREX CORPORATION By:____________________________ Name: Xxxx X Xxxxx Title: Senior Vice President KOEHRING CRANES, INC. By:____________________________ Name: Xxxx X Xxxxx Title: Vice President PAYHAULER CORP. By:____________________________ Name: Xxxx X Xxxxx Title: Vice President PPM CRANES, INC. By:____________________________ Name: Xxxx X Xxxxx Title: Vice President TEREX CRANES, INC. By:____________________________ Name: Xxxx X Xxxxx Title: Vice President TEREX MINING EQUIPMENT, INC. By:____________________________ Name: Xxxx X Xxxxx Title: Vice President TEREX-RO CORPORATION By:____________________________ Name: Xxxx X Xxxxx Title: Vice President TEREX-TELELECT, INC. By: ____________________________ Name: Xxxx X Xxxxx Title: Vice President THE AMERICAN CRANE CORPORATION By: ____________________________ Name: Xxxx X Xxxxx Title: Vice President O&K XXXXXXXXX & XXXXXX, INC. By: ____________________________ Name: Xxxx X Xxxxx Title: Vice President AMIDA INDUSTRIES, INC. By: ____________________________ Name: Xxxx X Xxxxx Title: Vice President CEDARAPIDS, INC. By: ____________________________ Name: Xxxx X Xxxxx Title: Vice President STANDARD XXXXXX, INC. By: ____________________________ Name: Xxxx X Xxxxx Title: Vice President STANDARD XXXXXX PRODUCTS, INC. By: ____________________________ Name: Xxxx X Xxxxx Title: Vice President BL-PEGSON (USA), INC. By: ____________________________ Name: Xxxx X Xxxxx Title: Vice President XXXXXXX AMERICA, INC. By: ____________________________ Name: Xxxx X Xxxxx Title: Vice President XXXXXXX ENGINEERING, INC. By: ____________________________ Name: Xxxx X Xxxxx Title: Vice President EARTHKING, INC. By: ____________________________ Name: Xxxx X Xxxxx Title: Secretary FINLAY HYDRASCREEN USA, INC. By: ____________________________ Name: Xxxx X Xxxxx Title: Vice President POWERSCREEN HOLDINGS USA, INC. By: ____________________________ Name: Xxxx X Xxxxx Title: Vice President POWERSCREEN INTERNATIONAL LLC By: Powerscreen North America, Inc. , Managing Member By: ____________________________ Name: Xxxx X Xxxxx Title: Vice President POWERSCREEN NORTH AMERICA, INC. By: ____________________________ Name: Xxxx X Xxxxx Title: Vice President POWERSCREEN USA, LLC By: Powerscreen Holdings USA, Inc., Managing Member By: ____________________________ Name: Xxxx X Xxxxx Title: Vice President XXXXX INDUSTRIES, INC. By: ____________________________ Name: Xxxx X Xxxxx Title: Vice President TEREX XXXXXXX, INC. By: ____________________________ Name: Xxxx X Xxxxx Title: Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON CORPORATION XXXXXXX XXXXX BARNEY INC. By: CREDIT SUISSE FIRST BOSTON CORPORATION By:_____________________________ Name: Title: Acting on behalf of themselves and as the Representatives of the several Purchasers

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each Guarantor of the non-U.S. Subsidiary Guarantors (i) irrevocably designates and appoints, and acknowledges that it has has, by separate written instrument, irrevocably designated and appointed, Transocean Offshore Deepwater Drilling appointed FIL (US) Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxxc/o CT Corporation System, Xxxxx 00000 000, 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxx 00000, as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the SecuritiesNotes, the Securities Guarantees, Subsidiary Guarantees or this Indenture or any other Note Document that may be instituted in any United States U.S. federal or New York state court located in the Borough of Manhattan in The City of New York York, or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that FIL (US) or, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New YorkInc. has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court courts in any such suit, action or proceeding, and (iii) agrees that service of process upon the Company FIL (US) Inc. and written notice of said service to the Company it (mailed or delivered to its Secretary Chief Financial Officer at its principal office in Mississauga, Ontario as specified in Section 14.0112.02), shall be deemed in every respect effective service of process upon the Company it in any such suit, action suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company in full force and effect so long as any of the Securities this Indenture shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company full force and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courteffect. To the extent that any of the Company or any Guarantor the Subsidiary Guarantors has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them the Company and the Subsidiary Guarantors hereby irrevocably waives such immunity in respect of its obligations under this Indenture, Indenture and the Securities Guarantees, the Securities and any other Note DocumentNotes, to the extent permitted by law.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureAgreement, each member of the Company and each Guarantor Issuer Group (i) irrevocably designates and appoints, and acknowledges that it has has, by separate written instrument, irrevocably designated and appointedappointed CT Corporation System and any successor entity), Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 as its authorized agent upon which process may be served in any suit, action suit or proceeding arising out of or relating to the Securities, the Securities Guarantees, this Indenture or any other Note Document Agreement that may be instituted in any United States federal or New York state court in The City the State of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) orlaws, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New Yorkand acknowledges that CT Corporation System has accepted such designation, (ii) submits to the non-exclusive nonexclusive jurisdiction of any such court in any such suit, action suit or proceeding, and (iii) agrees that service of process upon the Company CT Corporation System and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in Section 14.01), Issuer Group shall be deemed in every respect effective service of process upon the Company it in any such suit, action suit or proceeding. The Company Each member of the Issuer Group further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company CT Corporation System in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courtoutstanding. To the extent that any member of the Company or any Guarantor has or hereafter Issuer Group may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them it hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the Securities Guarantees, the Securities and any other Note DocumentAgreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Group and Xxxxx Refining Holdings in accordance with its terms. Very truly yours, Port Xxxxxx Finance Corp. By: /s/ Xxxxx X. Xxxxx -------------------------------------- Name: Xxxxx X. Xxxxx Title: Executive Vice President and Chief Financial Officer Port Xxxxxx Xxxxx Company L.P. By: Sabine River Holding Corp. By: /s/ Xxxxx X. Xxxxx -------------------------------------- Name: Xxxxx X. Xxxxx Title: Executive Vice President and Chief Financial Officer Sabine River Holding Corp. By: /s/ Xxxxx X. Xxxxx -------------------------------------- Name: Xxxxx X. Xxxxx Title: Executive Vice President and Chief Financial Officer Neches River Holding Corp. By: /s/ Xxxxx X. Xxxxx -------------------------------------- Name: Xxxxx X. Xxxxx Title: Executive Vice President and Chief Financial Officer Xxxxx Refining Holdings, Inc. By: /s/ Xxxxx X. Xxxxx -------------------------------------- Name: Xxxxx X. Xxxxx Title: Executive Vice President and Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Credit Suisse First Boston Corporation By: /s/ Xxxxx Xxx ----------------------- Name: Xxxxx Xxx Title: Director Xxxxxxx, Xxxxx & Co. By: /s/ Xxxxxxx Xxxxx & Co. ---------------------------- Name: X.X. Xxxxxx Title: MD Deutsche Bank Securities Inc. By: /s/ Xxxx XxXxxx ------------------------- Name: Xxxx XxXxxx Title: Managing Director By: /s/ Xxxx Xxxxx ----------------------- Name: Xxxx Xxxxx Title: Vice President ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuer Group has agreed that, for a period of 120 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution." ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See "Plan of Distribution." ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuer Group has agreed that, for a period of 120 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Issuer Group will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker- dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. For a period of 120 days after the Expiration Date the Issuer Group will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuer Group has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [_] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ____________________________________________ Address: __________________________________________ __________________________________________ If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By The Issuer hereby appoints the execution and delivery Consul General of this IndentureMexico in New York City, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably designated and appointed, Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 its delegates or its successors as its authorized agent (the “Authorized Agent”) upon which process may be served in any suitaction by any Dealer Manager, action or proceeding by any persons controlling such Dealer Manager, arising out of or relating to based upon this Agreement which each of the Securitiesparties hereto hereby agrees that, the Securities Guarantees, this Indenture or in respect of any other Note Document that actions brought against it as a defendant may be instituted in any United States federal or New York state court in The City the U.S. District Court for the Southern District of New York and any appellate court or brought under federal or state securities laws or brought by body thereto (collectively, the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder“Federal Courts”) or, subject referred to Section 6.07, any Holder below. Each of Securities or Securities Guarantees in any United States federal or New York state court in The City of New York, (ii) the parties hereto irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon the Company and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in Section 14.01), shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable Federal Courts in respect of any Securities. Each action arising out of the Company or based upon this Agreement and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, waives any objection that which it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding action in any such court, and each such party further waives any right to which it may be entitled on account of present or future residence or domicile. To The appointment made by the extent Issuer shall be irrevocable as long as any of the Securities remain outstanding, unless and until a successor agent shall have been appointed the Issuer’s Authorized Agent and such successor agent shall have accepted such appointment. The Issuer will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Company Authorized Agent at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and written notice of such service mailed or any Guarantor has or hereafter may acquire delivered to the Issuer at the address set forth in Section 9(b) above shall be deemed, in every respect, effective service of process upon the Issuer. The Issuer hereby waives irrevocably any immunity from jurisdiction of any court or from any legal process to which it might otherwise be entitled (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the Securities Guarantees, the Securities and any other Note Documentincluding, to the extent permitted applicable, sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any such action in any federal court in The City of New York, or in any competent court in Mexico, subject to certain restrictions pursuant to applicable law. If the foregoing is in accordance with your understanding, please sign and return to us three (3) counterparts hereof, and upon the acceptance hereof by law.you, this letter and such acceptance hereof shall constitute a binding agreement among the Dealer Managers and the Issuer. Very truly yours, PETRÓLEOS MEXICANOS By: /s/ Xxxxxxxx Xxxxxxx Xxxxxxxxx Name: Xxxxxxxx Xxxxxxx Xxxxxxxxx Title: Managing Director of Treasury Accepted as of the date hereof: BOFA SECURITIES, INC. By: /s/ Xxxxx Xxxxx de xx Xxxx Name: Xxxxx Xxxxx de xx Xxxx Title: Managing Director Accepted as of the date hereof: CITIGROUP GLOBAL MARKETS INC By: /s/ D. Xxxxx Xxxxxx Name: D. Xxxxx Xxxxxx Title: Managing Director Accepted as of the date hereof: XXXXXXX SACHS & CO. LLC By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Director Accepted as of the date hereof: HSBC SECURITIES (USA) INC. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Managing Director Annex 1 BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx of America Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Xxxxxx Xxxxxx of America Xxxxxxx Xxxxx & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx of America HSBC Securities USA, Inc. 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Xxxxxx Xxxxxx of America Annex 2 4.875% Notes due 2024 4.250% Notes due 2025 6.875% Notes due 2025 4.500% Notes due 2026 6.875% Notes due 2026 6.490% Notes due 2027 6.500% Notes due 2027 9.500% Global Guaranteed Bonds due 2027 9.500% Guaranteed Bonds due 2027 5.350% Notes due 2028 6.500% Notes due 2029 6.840% Notes due 2030 Exhibit A Petróleos Mexicanos INSTRUCTION TO DTC PARTICIPANTS (Date of Mailing) URGENT - IMMEDIATE ATTENTION REQUESTED

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureAgreement, the Company and each Guarantor the Selling Shareholder (i) irrevocably designates and appointsacknowledge that they have, and acknowledges that it has by separate written instrument, irrevocably designated and appointedappointed Corporation Service Company, Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx0000 Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000 (or any successor) (together with any successor, the "Agent for Service"), as its their respective authorized agent upon which process may be served in any suit, action suit or proceeding arising out of or relating to this Agreement or the Securities, the Securities Guarantees, this Indenture or any other Note Document that may be instituted in any United States federal or New York state court in the Borough of Manhattan in The City of New York York, or brought under federal or state securities laws or brought by laws, and acknowledge that the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New YorkAgent for Service has accepted such designation, (ii) submits submit to the non-exclusive jurisdiction of any such court in any such suit, action suit or proceeding, and (iii) agrees agree that service of process upon the Company Agent for Service (or any successor) and written notice of said service to the Company (mailed or delivered to its Secretary Treasurer at its principal office specified in Section 14.01Stamford, Connecticut), and in the case of the Selling Shareholder (mailed or delivered to the Vice President at its principal office in Xxxxxxx, Xxxxxxx, Xxxxxx) shall be deemed in every respect effective service of process upon the Company and the Selling Shareholder in any such suit, action suit or proceeding. The Company and the Selling Shareholder further agrees agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company Agent for Service in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courtoutstanding. To the extent that the Company or any Guarantor the Selling Shareholder has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them it hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the Securities Guarantees, the Securities and any other Note Documentabove-referenced documents, to the extent permitted by law; provided, however, that nothing in this paragraph shall require the Company or the Selling Shareholder to attorn to the jurisdiction of any court, other than any United States federal or state court located in the Borough of Manhattan, The City of New York, as provided above. The provisions of this Section shall survive any termination of this Agreement, in whole or in part.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureAgreement, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably has, by separate written instrument, designated and appointedappointed Corporation Service Company ("CSC") (and any successor entity), Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 as its authorized agent upon which process may be served in any suit, action suit or proceeding arising out of or relating to the Securities, the Securities Guarantees, this Indenture or any other Note Document Agreement that may be instituted in any United States federal or New York state court in The City the State of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) orlaws, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New Yorkand acknowledges that CSC has accepted such designation, (ii) submits to the non-exclusive nonexclusive jurisdiction of any such court in any such suit, action suit or proceeding, and (iii) agrees that service of process upon the Company CSC and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in Section 14.01), shall be deemed in every respect effective service of process upon the Company it in any such suit, action suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company CSC in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of outstanding unless another authorized agent is designated and appointed by the Company and the Guarantors irrevocably accepts such designation, and unconditionally waiveswritten notice of such designation, appointment and acceptance is given to the fullest extent permitted by law, any objection that it may now or hereafter have to Initial Purchasers and/or the laying of venue of any such action, suit or proceeding Holders in any such court or any appellate court accordance with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courtthis Agreement. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them it hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the Securities Guarantees, the Securities and any other Note DocumentAgreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the guarantors in accordance with its terms. Very truly yours, OM GROUP, INC. by: ------------------------------------------- Name: Title: OMG AMERICAS, INC. OMG FIDELITY, INC. OMG JETT, INC. SCM METAL PRODUCTS, INC. OM HOLDINGS, INC. OMG KG HOLDINGS, INC. OMG NEW JERSEY, INC. OMG MICHIGAN, INC. DMC2 ELECTRONIC COMPONENTS CORPORATION As the Guarantors by: ------------------------------------------- Name: Title: The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON CORPORATION ABN AMRO INCORPORATED LEHMAN BROTHERS INC. BANC ONE CAPITAL MARKETS, INC. CREDIT LYONNAIS SEXXXXXXES (USA) INC. NATCITY INVESTMENTS, INC. BARCLAYS CAPITAL INC. SCOTIA CAPITAL (USA) INC. By: CREDIT SUISSE FIRST BOSTON CORPORATION by --------------------------- Name: Title: ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 120 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution." ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See "Plan of Distribution." ANNEX C PLAN OF DISTRIBUTION

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureIndenture or any amendment or supplement hereto, each of the Company and each Guarantor the Guarantors (i) irrevocably designates and appoints, and acknowledges that it has irrevocably has, by separate written instrument, designated and appointedappointed CT Corporation System (the "Process Agent") currently located at 0000 Xxxxxxxx, Transocean Offshore Deepwater Drilling Inc.Xxx Xxxx, 0 Xxxxxxxx XxxxxXxx Xxxx 00000, Xxxxxxx, Xxxxx 00000 as its authorized agent upon which process may be served in any suit, action or proceeding with respect to, arising out of of, or relating to the Securitiesto, this Indenture, the Securities Guarantees, this Indenture or any other Note Document that the Senior Notes or brought under U.S. federal or state securities laws, may be instituted in any United States federal or New York state court in The City of New York or brought under U.S. federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court located in The City of New York, New York, and acknowledges that the Process Agent has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceedingproceeding and irrevocably waives, to the fullest extent that it may effectively and lawfully do so, any obligation to the laying of venue of any such suit, action or proceeding and the defense of an inconvenient forum to the maintenance of any such suit action or proceeding in such court, and (iii) agrees that service of process upon the Company and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in Section 14.01), Process Agent shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding. The Company and the Guarantors further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, instruments as may be necessary to continue such designation and appointment of the Company Process Agent in full force and effect so long as any of the Securities this Indenture shall be Outstanding in full force and effect; provided that the Company may and shall (to the extent the Process Agent ceases to be able to be served on the basis contemplated herein), by written notice to the Trustee, designate such additional or any amounts alternative agents for service of process under this Section 11.10 that (i) maintains an office located in the Borough of Manhattan, The City of New York in the State of New York, (ii) are either (a) counsel for the Company or (b) a corporate service company which acts as agent for service of process for other persons in the ordinary course of its business and for other persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 11.10. Such notice shall be payable identify the name of such agent for process and the address of such agent for process in respect the Borough of Manhattan, The City of New York, State of New York. Upon the request of any SecuritiesHolder of a Senior Note, the Trustee shall deliver such information to such Holder. Each Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for the Company and the Guarantors irrevocably each Guarantor appointed and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding acting in any such court or any appellate court accordance with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courtthis Section 11.10. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them the Company and the Guarantors hereby irrevocably waives such immunity in respect of its obligations Obligations under this Indenture, the Securities Guarantees, Guarantees and the Securities and any other Note DocumentSenior Notes, to the extent permitted by law.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this First Supplemental Indenture, the Company and each New Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably has, by separate written instrument, designated and appointed, Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 appointed CT Corporation System as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the SecuritiesNotes, the Securities GuaranteesIndenture, or this First Supplemental Indenture or any other Note Document that may be instituted in any United States federal Federal or New York state State court in The City the State of New York York, Borough of Manhattan, or brought under federal Federal or state State securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or), subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New Yorkand acknowledges that CT Corporation System has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon the Company CT Corporation System and written notice of said service to the Company it (mailed or delivered to its Secretary Executive Director at its principal office as specified in Section 14.0111.02 of the Indenture), shall be deemed in every respect effective service of process upon the Company it in any such suit, action suit or proceeding. The Company Each New Guarantor further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, instruments as may be necessary to continue such designation and appointment of the Company CT Corporation System, in full force and effect so long as any of the Securities Indenture shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company full force and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such court. To the extent effect; PROVIDED that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process and shall (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the Securities Guarantees, the Securities and any other Note Document, to the extent permitted CT Corporation System ceases to be able to be served on the basis contemplated herein), by lawwritten notice to the Trustee, designate such additional or alternative agents for service of process under this Section 3.07 that (i) maintains an office located in the Borough of Manhattan, The City of New York in the State of New York, (ii) are either (x) counsel for the Company or (y) a corporate service company which acts as agent for service of process for other Persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 3.07. Such notice shall identify the name of such agent for process and the address of such agent for process in the Borough of Manhattan, The City of New York, State of New York. Upon the request of any Holder, the Trustee shall deliver such information to such Holder. Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for each New Guarantor, if any, appointed and acting in accordance with this Section 3.07.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably designated and appointedappointed CT Corporation System, Transocean Offshore Deepwater Drilling Inc.000 0xx Xxxxxx, 0 Xxxxxxxx 00xx Xxxxx, XxxxxxxXxx Xxxx, Xxxxx Xxx Xxxx, 00000 as its authorized agent upon which process may be served in any suit, action suit or proceeding arising out of or relating to the Securities, the Securities Guarantees, or this Indenture or any other Note Document that may be instituted in any United States federal or New York state State court located in The Borough of Manhattan, The City of New York or brought under federal or state securities laws York, or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New York), (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action suit or proceeding, and (iii) agrees that service of process upon the Company CT Corporation System and written notice of said service to the Company (mailed or delivered to its Secretary the Company, attention: Chief Financial Officer, at its principal office at 0000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0, as specified in Section 14.011.05 hereof), shall be deemed in every respect effective service of process upon the Company in any such suit, action suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company CT Corporation System in full force and effect so long as any of the Securities this Indenture shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company full force and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courteffect. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture, Indenture and the Securities Guarantees, the Securities and any other Note DocumentSecurities, to the extent permitted by law. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding arising out of or relating to this Indenture or the Securities in any federal or state court in the State of New York, The Borough of Manhattan. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each Guarantor Issuer (i) irrevocably designates and appoints, and acknowledges that it has irrevocably has, by sepa- rate written instrument, designated and appointedappointed CT Corporation System, Transocean Offshore Deepwater Drilling Inc.00 Xxxxxxx Xxxxxx, 0 Xxxxxxxx 00xx Xxxxx, XxxxxxxXxx Xxxx, Xxxxx Xxx Xxxx 00000 as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the Securities, the Securities Guarantees, Noteholder Collateral Platform Guarantees or this Indenture or any other Note Document (but for that purpose only) that may be instituted in any United States U.S. federal or New York state court located in the Borough of Manhattan in The City of New York York, or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) orlaws, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New Yorkand acknowl- edges that CT Corporation System has accepted such designation, (ii) submits to the non-exclusive jurisdiction juris- diction of any such court courts in any such suit, action or proceeding, and (iii) agrees that service of process upon the Company CT Corporation System and written notice of said service to the Company it (mailed or delivered to its Secretary Chief Financial Officer at its principal office in Toronto, Ontario as specified in Section 14.0114.01 hereof), shall be deemed in every respect effective service of process upon the Company it in any such suit, action suit or proceeding. Notwithstanding the foregoing, the Issuer reserves the right to appoint another Person located or with an office in the Borough of Manhattan, The Company further City of New York, selected in its discretion, as a successor authorized agent, and upon acceptance of such consent to service of process by such a successor the designation of the prior author- ized agent shall terminate. The Issuer shall give notice to the Trustee and all Holders of the designation by them of a successor authorized agent. If for any reason the authorized agent ceases to be able to act as the authorized agent or to have an address in the Borough of Manhattan, The City of New York, the Issu- er will designate a successor authorized agent in accordance with the preceding sentence. The Issuer fur- ther agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company in full force and effect ef- fect so long as any of the Securities this Indenture shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company full force and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courteffect. To the extent that the Company or any Guarantor Issuer has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment attach- ment in aid of execution, execution or otherwise) with respect to itself or its property, each of them the Issuer hereby irrevocably waives such immunity in respect of its obligations under this Indenture, Indenture and the Securities Guarantees, the Securities and any other Note DocumentNotes, to the extent permitted by law.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably has, by separate written instrument, designated and appointedappointed National Registered Agents, Transocean Offshore Deepwater Drilling Inc.Inc. (the "Process Agent"), 0 Xxxxxxxx 440 9th Avenue, 0xx Xxxxx, XxxxxxxXxx Xxxx, Xxxxx 00000 Xxx Xxxx 00000, Xxxxxx Xxxxxx, as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the Securities, the Securities Guarantees, Notes or this Indenture or any other Note Document that may be instituted in any United States federal Federal or New York state court in the State of New York, The City of New York York, the Borough of Manhattan, or brought under federal Federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or), subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New Yorkand acknowledges that the Process Agent has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, proceeding and (iii) agrees that service of process upon the Company Process Agent and written notice of said service to the Company (mailed or delivered to its Secretary it at its principal office specified in accordance with Section 14.01105 hereof), shall be deemed in every respect effective service of process upon the Company it in any such suit, action suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, instruments as may be necessary to continue such designation and appointment of the Company Process Agent in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of outstanding; provided that the Company may (and the Guarantors irrevocably and unconditionally waivesshall, to the fullest extent permitted the Process Agent ceases to be able to be served on the basis contemplated herein) by law, any objection that it may now or hereafter have written notice to the laying Trustee, designate such additional or alternative agents for service of venue process under this Section 115 that (i) maintains an office located in the Borough of any Manhattan, The City of New York in the State of New York, (ii) are either (x) counsel for the Company or (y) a corporate service company which acts as agent for service of process for other Persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 115. Such notice shall identify the name of such actionagent for process and the address of such agent for process in the Borough of Manhattan, suit or proceeding The City of New York, State of New York. Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for the Company appointed and acting in any such court or any appellate court accordance with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courtthis Section 115. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them it hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the Securities Guarantees, the Securities and any other Note Documentabove-referenced documents, to the extent permitted by law.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureAgreement, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has has, by separate written instrument, irrevocably designated and appointedappointed its General Counsel, Transocean Offshore Deepwater Drilling Inc.located at Three World Financial Center, 0 Xxxxxxxx Xxxxx000 Xxxxx Xxxxxx, Xxxxxxx11th Floor, Xxxxx 00000 New York, New York 10281-1021 (or any successor) (together with any successor, the "Agent for Service"), as its authorized agent upon which process may be served in any suit, action suit or proceeding arising out of or relating to this Agreement or the Securities, the Securities Guarantees, this Indenture or any other Note Document that may be instituted in any United States U.S. federal or New York state court in The City the State of New York York, or brought under federal or state securities laws or brought by laws, and acknowledges that the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New YorkAgent for Service has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such New York state or U.S. federal court located in the Borough of Manhattan, the City of New York, New York, in any such suit, action suit or proceedingproceeding arising out of or related to this Agreement, and (iii) agrees that service of process upon the Company Agent for Service (or any successor) and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in Section 14.01Three World Financial Center, 000 Xxxxx Xxxxxx, 11th Floor, New York, New York 10281-1021), shall be deemed in every respect effective service of process upon the Company in any such suit, action suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company Agent for Service in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courtoutstanding. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them it hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the Securities Guarantees, the Securities and any other Note Documentabove-referenced documents, to the extent permitted by law.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably designated and appointed, Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 appointed _____________________ as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the Securities, the Securities Guarantees, or this Indenture or any other Note Document that may be instituted in any United States federal or New York state court located in The City Borough of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) orManhattan, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New York, or brought by the Trustees (whether in their individual capacity or in their capacity as Trustees hereunder), (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action suit or proceeding, and (iii) agrees that service of process upon the Company _____________________ and written notice of said service to the Company (mailed or delivered to its Secretary the Company at its principal 366 Madison Avenue, 11th Floor, New York, New York, 10017, Attention: Corporate Secretary’s office specified in Section 14.01or such other address and/or officer as the Company may designate on written notice to the Trustees), shall be deemed in every respect effective service of process upon the Company in any such suit, action suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company _____________________ in full force and effect so long as any of the Securities this Indenture shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company full force and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courteffect. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture, Indenture and the Securities Guarantees, the Securities and any other Note DocumentSecurities, to the extent permitted by law. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto. The Company irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such court.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably designated and appointedappointed [_______________], Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 as its authorized agent upon which process may be served in any suit, action suit or proceeding arising out of or relating to the Securities, the Securities Guarantees, or this Indenture or any other Note Document that may be instituted in any United States federal or New York state State court located in The City Borough of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) orManhattan, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New York, or brought by the Trustees (whether in their individual capacity or in their capacity as Trustees hereunder), (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action suit or proceeding, and (iii) agrees that service of process upon the Company [_______________] and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office the Company, attention: [_______________], as specified in Section 14.011.05 hereof), shall be deemed in every respect effective service of process upon the Company in any such suit, action suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company CT Corporation System in full force and effect so long as any of the Securities this Indenture shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company full force and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courteffect. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture, Indenture and the Securities Guarantees, the Securities and any other Note DocumentSecurities, to the extent permitted by law. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding arising out of or relating to this Indenture or the Securities in any federal or state court in the State of New York, The Borough of Manhattan. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each Guarantor (i) hereby irrevocably designates and appointsappoints CT Corporation System (or any successor entity), and acknowledges that it has irrevocably designated and appointed111 8th Avenue, Transocean Offshore Deepwater Drilling Inc.13th Floor, 0 Xxxxxxxx XxxxxNew York, Xxxxxxx, Xxxxx 00000 NY 10011 as its authorized agent upon which process may be served in any suitxxxx xxxxx xxxxxxx xxx xx xxxxxx xx xxx xxxx, action or proceeding arising out of or relating to the Securities, the Securities Guarantees, or this Indenture or any other Note Document that may be instituted in any United States state or federal or New York state court located in the Borough of Manhattan, The City of New York or brought under federal or state securities laws York, State of New York, or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New York), (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon the Company CT Corporation System and written notice of said service to the Company it (mailed or delivered to its Secretary Eric P. Salsberg, Vice President, Corporate Affairs, at its principal office xxxxxx xx Xxxxxxo, Canada as specified in Section 14.01), 11.2 hereof) shall be deemed in every respect effective service of process upon the Company it in any such suit, action or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company CT Corporation System in full force and effect so long as any of the Securities this Indenture shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company full force and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courteffect. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture, Indenture and the Securities Guarantees, the Securities and any other Note DocumentSecurities, to the extent permitted by law.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By Each of the execution and delivery of this Indenture, the Company and each Guarantor (i) parties hereto irrevocably designates and appoints, and acknowledges agrees that it has irrevocably designated and appointed, Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 as its authorized agent upon which process may be served in any suit, action or proceeding arising out of of, related to, or relating to the Securitiesin connection with this Indenture, the Securities Guaranteesand the Guarantees or the transactions contemplated hereby, this Indenture and any action arising under U.S. federal or any other Note Document that state securities laws, may be instituted in any United States federal or New York state court in The City of New York or brought under U.S. federal or state securities laws or brought by court located in the Trustee (whether Borough of Manhattan in its individual capacity or in its capacity as Trustee hereunder) or, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The the City of New YorkXxx Xxxx, (ii) submits to the non-exclusive jurisdiction of any such court in any such suitXxxxxx xxx Xxxxx xx Xxx Xxxx, action or proceeding, and (iii) agrees that service of process upon the Company and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in Section 14.01), shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company and the Guarantors Xxxxxx Xxxxxx; irrevocably and unconditionally waives, to the fullest extent permitted by lawit may effectively do so, any objection that which it may now or hereafter have to the laying of venue of any such action, suit or proceeding proceeding; and irrevocably submits to the jurisdiction of such courts in any such court suit, action or any appellate court with respect thereto proceeding. The Company and irrevocably waiveseach Guarantor have appointed C T Corporation Services of 000 Xxxxxx Xxxxxx, to the fullest extent permitted by lawXxx Xxxx, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding XX 00000 as its authorized agent upon whom process may be served in any such court. To suit, action or proceeding which may be instituted in any federal or state court located in the extent that Borough of Manhattan in the Company City of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx arising out of or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them hereby irrevocably waives such immunity in respect of its obligations under based upon this Indenture, the Securities GuaranteesSecurities, the Securities Guarantees or the transactions contemplated hereby or thereby, and any other Note Document, action brought under U.S. federal or state securities laws (each an “Authorized Agent”). The Company and each Guarantor expressly consent to the extent permitted by lawjurisdiction of any such court in respect of any such action and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Company and each Guarantor represent and warrant that the Authorized Agent has agreed to act as said agent for service of process, and the Company and each Guarantor agree to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company and any Guarantor.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By Each of the execution and delivery of this Indenture, the Company and each Guarantor (i) parties hereto irrevocably designates and appoints, and acknowledges agrees that it has irrevocably designated and appointed, Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the Securitiesthis Indenture, the Securities GuaranteesNotes, this Indenture or any other Note Document that may be instituted in any United States federal or New York state court in The City of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) orany Agent, subject to Section 6.07, any Holder of Securities or Securities Guarantees may be instituted in any United States federal or New York state court in The City the State of New York, (ii) submits to the non-exclusive jurisdiction borough of Manhattan; irrevocably agrees that any such court in any such suit, action or proceedingproceeding arising out of or relating to this Indenture, and (iii) agrees that service of process upon the Company and written notice of said service to Notes, or brought by the Company (mailed Trustee or delivered to its Secretary at its principal office specified in Section 14.01)any Agent, shall may be deemed in every respect effective service of process upon the Company instituted in any such suit, action or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company court in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company and the Guarantors England; irrevocably and unconditionally waives, to the fullest extent permitted by lawit may effectively do so, any objection that which it may now or hereafter have to the laying of venue of any such action, suit or proceeding proceeding; and irrevocably submits to the jurisdiction of such courts in any such court suit, action or proceeding. The Issuer has irrevocably appointed CT Corporation System, located at 111 Eighth Avenue, New York, New York 10011 as its agent (the "Xxxxxxxxxx Xxxxx") xxx xxxxxxx xx xxxxxxx xn any suit, action or proceeding arising out of or relating to this Indenture, the Notes, or brought under federal or state securities laws or brought by the Trustee or any appellate court with respect thereto and irrevocably waivesAgent, that may be instituted in federal or state courts in the State of New York, borough of Manhattan. The Issuer expressly consents to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance jurisdiction of any such court in respect of any such action and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable unless and until replaced by an agent reasonably acceptable to the Trustee. The Issuer represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and the Issuer agrees to take any and all action, suit including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Issuer shall be deemed, in every respect, effective service of process upon the Issuer. In addition, the Issuer irrevocably agrees that any suit, action or proceeding arising out of or relating to this Indenture, the Notes, or brought by the Trustee or any Agent, may be instituted in any such courtcourt in the city of Madrid, Spain. To the extent that either the Company or any Guarantor Issuer has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them the Issuer hereby irrevocably waives such immunity in respect of its obligations under this IndentureIndenture and the Notes, the Securities Guarantees, the Securities and any other Note Documentin respect of actions brought under U.S. federal or state securities laws, to the fullest extent permitted by law.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By The parties to the execution Indenture have agreed that any suit, action or proceeding arising out of or based upon the Indenture and delivery the Notes may be instituted in any New York state or U.S. federal court in The City of this IndentureNew York, New York. The parties to the Company Indenture have irrevocably submitted to the jurisdiction of such courts for such purpose and each Guarantor (i) irrevocably designates and appointswaived, to the fullest extent permitted by law, trial by jury, any objection they may now or hereafter have to the laying of venue of any such proceeding, and acknowledges any claim they may now or hereafter have that it any proceeding in any such court is brought in an inconvenient forum and any right to the jurisdiction of any other courts to which any of them may be entitled, on account of place of residence or domicile. The Company has irrevocably designated and appointedappointed Corporation Service Company, Transocean Offshore Deepwater Drilling Inc.New York, 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 New York as its authorized agent upon which whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or relating to based upon the Securities, the Securities Guarantees, this Indenture or any other Note Document that the Notes which may be instituted in any United States federal or New York state court in The City of New York or brought under U.S. federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New York, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon the Company and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in Section 14.01), shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courtNew York. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether through service of or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself it or its any of their property, each of them hereby the Company has irrevocably waives waived and agreed not to plead or claim such immunity in respect of its obligations under this Indenturethe Indenture or the Notes. Nothing in the preceding paragraph shall affect the right of the Trustee, any Holder of the Securities Guarantees, the Securities and Notes or any other Note Document, Person to the extent serve process in any other manner permitted by law. The Company shall furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: Intercorp Financial Services Inc. Xx. Xxxxxx Xxxxxxxx 140, Piso 17, La Xxxxxxxx Xxxx 13 – Peru ASSIGNMENT FORM To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to: (Print or type assignee’s name, address and zip code) (Insert assignee’s Social Security or Tax I.D. Number) and irrevocably appoint __________________ to transfer this Note on the books of the Company. The agent may substitute another to act for him. Date:_______________Your Signature: ________________________________________ (Sign exactly as your name appears on the other side of this Note.) Signature Guarantee: ______________________________ (Signature must be guaranteed) The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. [To be attached to Global Notes only] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of this Global Note is U.S.$[•]. The following increases or decreases in this Global Note have been made: Date of Increase or Decrease Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Company pursuant to Section 3.6 or of the Indenture, check the box: If you want to elect to have only part of this Note purchased by the Company pursuant to Section 3.6 of the Indenture, state the principal amount (which must be an integral multiple of U.S.$1,000 in excess of U.S.$200,000) that you want to have purchased by the Company: U.S.$ Date: __________ Your Signature ____________________________ (Sign exactly as your name appears on the other side of the Note) Tax Identification No.:________________________ Signature Guarantee: _______________________________________ (Signature must be guaranteed) The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. EXHIBIT B FORM OF CERTIFICATE FOR TRANSFER TO QIB [Date] The Bank of New York Mellon 000 Xxxxxxx Xxxxxx, Floor 7 East New York, New York 10286 Attention: Global Corporate Trust Re: 4.125% Senior Notes due 2027 of Intercorp Financial Services Inc. (the “Company”) Ladies and Gentlemen: Reference is hereby made to the Indenture, dated as of October 19, 2017 (as amended and supplemented from time to time, the “Indenture”), by and among the Company, The Bank of New York Mellon, as Trustee, and The Bank of New York Xxxxxx XX/NV, Luxembourg Branch. Capitalized terms used but not defined herein shall have the meanings given them in the Indenture. This letter relates to U.S.$ aggregate principal amount of the Company’s 4.125% Senior Notes due 2027 (the “Notes”) which represents an interest in a Regulation S Global Note (CUSIP: X0000XXX0/ISIN: USP5626FAA05/COMMON CODE: 166226422) beneficially owned by the undersigned (the “Transferor”) in connection with the proposed transfer of such Notes in exchange for an equivalent beneficial interest in the Rule 144A Global Note (CUSIP: 00000XXX0 /ISIN: US45866EAA55/COMMON CODE: 166226945). In connection with such request, and with respect to such Notes, the Transferor does hereby certify that such Notes are being transferred in accordance with Rule 144A under the U.S. Securities Act of 1933, as amended (“Rule 144A”), to a transferee that the Transferor reasonably believes is purchasing the Notes for its own account or an account with respect to which the transferee exercises sole investment discretion, and the transferee, as well as any such account, is a “qualified institutional buyer” within the meaning of Rule 144A, in a transaction meeting the requirements of Rule 144A and in accordance with applicable securities laws of any state of the United States or any other jurisdiction. You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, [Name of Transferor] By: Authorized Signature EXHIBIT C FORM OF CERTIFICATE FOR TRANSFER PURSUANT TO REGULATION S [Date] The Bank of New York Mellon 000 Xxxxxxx Xxxxxx, Floor 7 East New York, New York 10286 Attention: Global Corporate Trust Re: 4.125% Senior Notes due 2027 of Intercorp Financial Services Inc. (the “Company”) Ladies and Gentlemen: Reference is hereby made to the Indenture, dated as of October 19, 2017 (as amended and supplemented from time to time, the “Indenture”), by and among the Company, The Bank of New York Mellon, as Trustee, and The Bank of New York Xxxxxx XX/NV, Luxembourg Branch. Capitalized terms used but not defined herein shall have the meanings given them in the Indenture. This letter relates to U.S.$ aggregate principal amount of the Company’s 4.125% Senior Notes due 2027 (the “Notes”) which represents an interest in a Rule 144A Global Note (CUSIP: 00000XXX0 /ISIN: US45866EAA55/COMMON CODE: 166226945) beneficially owned by the undersigned (“Transferor”) in connection with the proposed transfer of such Notes in exchange for an equivalent beneficial interest in the Regulation S Global Note (CUSIP: X0000XXX0/ISIN: USP5626FAA05/COMMON CODE: 166226422). In connection with such request, the Transferor confirms that such sale has been effected pursuant to and in accordance with Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor represents that:

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably designated and appointed, Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 appointed _____________________ as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the Securities, the Securities Guarantees, or this Indenture or any other Note Document that may be instituted in any United States federal or New York state court located in The City Borough of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) orManhattan, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New York, or brought by the Trustees (whether in their individual capacity or in their capacity as Trustees hereunder), (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action suit or proceeding, and (iii) agrees that service of process upon the Company _____________________ and written notice of said service to the Company (mailed or delivered to its the Company at 6000 Xxxxxx, Xxxxx Saint Laurent, Quebec H4S 1Y2, Canada, Attention: Corporate Secretary at its principal office specified in Section 14.01or such other address and/or officer as the Company may designate on written notice to the Trustees), shall be deemed in every respect effective service of process upon the Company in any such suit, action suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company _____________________ in full force and effect so long as any of the Securities this Indenture shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company full force and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courteffect. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture, Indenture and the Securities Guarantees, the Securities and any other Note DocumentSecurities, to the extent permitted by law. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto. The Company irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such court.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably designated and appointed, Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the Securities, the Securities Guarantees, or this Indenture or any other Note Document that may be instituted in any United States federal or New York state court in The City of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), the Co-Trustee (whether in its individual capacity or in its capacity as Co-Trustee hereunder) or, subject to Section 6.075.7, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New York, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon the Company Xxxxxxx & Associates and written notice of said service to the Company (mailed or delivered to its Corporate Secretary at its principal office specified in the first paragraph of this Indenture and in the manner specified in Section 14.011.5 hereof), shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company Xxxxxxx & Associates in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any SecuritiesSecurities or coupons. Each of the The Company and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such court. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them it hereby irrevocably waives such immunity in respect of its obligations under this Indenture, Indenture and the Securities Guarantees, the Securities and any other Note DocumentSecurities, to the extent permitted by law.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureAgreement, the Company and each Subsidiary Guarantor (i) irrevocably designates and appoints, and acknowledges that it has has, or agrees that by the Closing Date it shall have, by separate written instrument, irrevocably designated and appointed, Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 appointed CT Corporation System (“CT”) (and any successor entity) as its authorized agent upon which process may be served in any suit, action suit or proceeding arising out of or relating to this Agreement, the Securities, the Securities GuaranteesIndenture, this Indenture or any other Note Document the Security Documents and the Registration Rights Agreement that may be instituted in any United States federal or New York state court in The City the State of New York or brought under federal Federal or state securities laws laws, and acknowledges that CT has, or brought agrees that by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) orClosing Date CT shall have, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New Yorkaccepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action suit or proceeding, proceeding and (iii) agrees that service of process upon the Company CT and written notice notices of said service to the Company (mailed or delivered to its Secretary at its principal office specified it in accordance with Section 14.01), 12 hereof shall be deemed in every respect effective service of process upon the Company such Issuer in any such suit, action suit or proceeding. The Company and each Subsidiary Guarantor further agrees to take any and all reasonable action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company CT in full force and effect so long as any of the Securities shall be Outstanding outstanding; provided, however, that it may, by written notice to the Representatives, designate such additional or any amounts alternative agent for service of process under this Section 18 that (i) maintains an office located in the Borough of Manhattan, City of New York in the State of New York and (ii) is either (x) counsel for the Company or such Subsidiary Guarantor or (y) a corporate service company which acts as agent for service of process for other persons in the ordinary course of its business. Such written notice shall be payable in respect identify the name of any Securities. Each such agent for process and the address of the Company and office of such agent for process in the Guarantors irrevocably and unconditionally waivesBorough of Manhattan, to the fullest extent permitted by lawCity of New York, any objection that it may now or hereafter have to the laying State of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courtNew York. To the extent that the Company or any Subsidiary Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them it hereby irrevocably waives such immunity in respect of its obligations under each of this Agreement, the Securities, the Indenture, the Security Documents and the Registration Rights Agreement. In addition, the Company and each Subsidiary Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the above-mentioned courts for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Agreement, the Securities, the Indenture, the Securities GuaranteesDocuments or the Registration Rights Agreement or the subject matter hereof or thereof may not be enforced in such courts. The Company and the Subsidiary Guarantors and the Initial Purchasers agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the Securities and judgment or in any other Note Document, manner provided by law. Nothing in this Section 18 shall affect the right of either Trustee to the extent serve legal process in any other manner permitted by lawlaw or affect the right of the Trustee to bring any action or proceeding against the Company or any Subsidiary Guarantor or their respective property in the courts of any other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably designated and appointedappointed CT Corporation System, Transocean Offshore Deepwater Drilling Inc.000 0xx Xxxxxx, 0 Xxxxxxxx 00xx Xxxxx, XxxxxxxXxx Xxxx, Xxxxx Xxx Xxxx 00000 as its authorized agent upon which process may be served in any suit, action suit or proceeding arising out of or relating to the Securities, the Securities Guarantees, or this Indenture or any other Note Document that may be instituted in any United States federal or New York state court located in The City Borough of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) orManhattan, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New York, or brought by the Trustees (whether in their individual capacity or in their capacity as Trustees hereunder), (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action suit or proceeding, and (iii) agrees that service of process upon the Company CT Corporation System and written notice of said service to the Company (mailed or delivered to its Secretary the Company, attention: General Counsel, at its principal office at 0 Xxxxxxxx Xxxxxx Xxxxx Xxxx, Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0, as specified in Section 14.01105 hereof), shall be deemed in every respect effective service of process upon the Company in any such suit, action suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company CT Corporation System in full force and effect so long as any of the Securities this Indenture shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company full force and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courteffect. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture, Indenture and the Securities Guarantees, the Securities and any other Note DocumentSecurities, to the extent permitted by law. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto. The Company irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action, suit or proceeding in any such court.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, each of the Company and each Guarantor Note Parties (i) hereby irrevocably designates and appointsappoints Parent (and any successor entity), and acknowledges that it has irrevocably designated and appointed, Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the Securities, the Securities Guarantees, Notes or this Indenture or any other Note Document that may be instituted in any United States federal or New York state court in The City of New York or brought under federal or state securities laws or other laws, including such suit, action or proceeding brought by the Trustee or Collateral Agent (whether in its individual capacity or in its capacity as Trustee or Collateral Agent, as applicable, hereunder) or, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court located in the State of New York, Borough of Manhattan in The City of New York, and acknowledges that Parent has accepted such designation, (ii) submits to venue and the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon the Company Parent and written notice of said service to it (with a copy to the Company (mailed or delivered to its Secretary at its principal office Company’s General Counsel, as specified in Section 14.01), 13.01 hereof) shall be deemed in every respect effective service of process upon the Company it in any such suit, action suit or proceeding. The Company Each of the Note Parties further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company Parent in full force and effect so long as any of the Securities this Indenture shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company full force and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courteffect. To the extent that any of the Company or any Guarantor Note Parties has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them Note Party hereby irrevocably waives such immunity in respect of its obligations under this Indenture, Indenture and the Securities Guarantees, the Securities and any other Note DocumentNotes, to the extent permitted by law.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureAgreement, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has has, by separate written instrument, irrevocably designated and appointedappointed the Issuer (and any successor entity), Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 as its authorized agent upon which process may be served in any suit, action suit or proceeding arising out of or relating to the Securities, the Securities Guarantees, this Indenture or any other Note Document Agreement that may be instituted in any United States federal or New York state court in The City the State of New York or brought under federal or state securities laws or brought by laws, and acknowledges that the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New YorkIssuer has accepted such designation, (ii) submits to the non-exclusive nonexclusive jurisdiction of any such court in any such suit, action suit or proceeding, and (iii) agrees that service of process upon the Company Issuer and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in Section 14.01), shall be deemed in every respect effective service of process upon the Company it in any such suit, action suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company Issuer in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courtoutstanding. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them it hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the Securities Guarantees, the Securities and any other Note DocumentAgreement, to the fullest extent permitted by law.. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, ISLE OF CAPRI CASINOS, INC. By: /s/ Xxxxxx X. Xxxxxxxx, Xx. Name: Xxxxxx X. Xxxxxxxx, Xx. Title: Chief Legal Officer and Secretary

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureAgreement, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has has, by separate written instrument, irrevocably designated and appointedappointed CT Corporation System (and any successor entity), Transocean Offshore Deepwater Drilling Inc.with offices at 0000 Xxxxxxxx, 0 Xxxxxxxx XxxxxXxx Xxxx, XxxxxxxXX 00000, Xxxxx 00000 as its authorized agent upon which process may be served in any suit, action suit or proceeding arising out of or relating to the Securities, the Securities Guarantees, this Indenture or any other Note Document Agreement that may be instituted in any United States federal or New York state court in The City the State of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) orlaws, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New Yorkand acknowledges that CT Corporation System has accepted such designation, (ii) submits to the non-exclusive nonexclusive jurisdiction of any such court in any such suit, action suit or proceeding, and (iii) agrees that service of process upon the Company CT Corporation System and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in Section 14.01), shall be deemed in every respect effective service of process upon the Company it in any such suit, action suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company CT Corporation System in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courtoutstanding. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them it hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the Securities Guarantees, the Securities and any other Note DocumentAgreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Issuer and the Guarantors in accordance with its terms. Very truly yours, CHIPPAC INTERNATIONAL LIMITED, by: /s/ Xxxx Xxx ---------------------------------- Name: Xxxx Xxx Title: Chief Financial Officer CHIPPAC MERGER CORP., by: /s/ Xxxx X. Xxxxxx XX ---------------------------------- Name: Xxxx X. Xxxxxx XX Title: Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON CORPORATION XXXXXXXXX, XXXXXX & XXXXXXXX SECURITIES CORPORATION By: CREDIT SUISSE FIRST BOSTON CORPORATION /s/ Xxxxx Xxx _______________________________________________ Name: Xxxxx Xxx Title: Director By: XXXXXXXXX, LUFKIN & XXXXXXXX SECURITIES CORPORATION /s/ Xxxxxx Xxxxxxx _______________________________________________ Name: Xxxxxx Xxxxxxx Title: Vice President ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker- dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution." ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See "Plan of Distribution." ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus./1/ In addition, the legend required by item 502(b) of Regulation S-K will appear on the back cover page of the Exchange Offer pro spectus. The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker- dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any _________________________ /1/ In addition, the legend required by item 502(b) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. ANNEX D [ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably designated and appointed, Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx0000 Xxxxxxx Xxxxxxx, Xxxxxxx, Xxxxx 00000 as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the Securities, the Securities Guarantees, this Indenture or any other Note Document that may be instituted in any United States federal or New York state court in The City of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) ​ ​ or, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New York, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon the Company and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in Section 14.01), shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such court. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the Securities Guarantees, the Securities and any other Note Document, to the extent permitted by law.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably designated and appointed, Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 appointed as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the Securities, the Securities Guarantees, or this Indenture or any other Note Document that may be instituted in any United States federal or New York state court located in The City Borough of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) orManhattan, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New York, or brought by the Trustees (whether in their individual capacity or in their capacity as Trustees hereunder), (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action suit or proceeding, and (iii) agrees that service of process upon the Company and written notice of said service to the Company (mailed or delivered to its Secretary the Company at its principal 000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx, X0X 0X0, Attention: Corporate Secretary’s office specified in Section 14.01or such other address and/or officer as the Company may designate on written notice to the Trustees), shall be deemed in every respect effective service of process upon the Company in any such suit, action suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company in full force and effect so long as any of the Securities this Indenture shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company full force and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courteffect. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture, Indenture and the Securities Guarantees, the Securities and any other Note DocumentSecurities, to the extent permitted by law. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto. The Company irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such court.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureIndenture or any amendment or supplement hereto, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably has, by separate written instrument, designated and appointedappointed CT Corporation System (the "Process Agent") currently located at 1633 Xxxxxxxx, Transocean Offshore Deepwater Drilling Inc.Xxx Xxxx, 0 Xxxxxxxx XxxxxXxx Xxxx 00000, Xxxxxxx, Xxxxx 00000 as xx its authorized agent upon which process may be served in any suit, action or proceeding with respect to, arising out of of, or relating to the Securities, the Securities Guaranteesto, this Indenture or any other Note Document that the Notes or brought under U.S. federal or state securities laws, may be instituted in any United States federal or New York state court in The City of New York or brought under U.S. federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court located in The City of New York, New York, and acknowledges that the Process Agent has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon the Company and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in Section 14.01), Process Agent shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, instruments as may be necessary to continue such designation and appointment of the Company Process Agent in full force and effect so long as any of the Securities this Indenture shall be Outstanding in full force and effect; provided that the Company may and shall (to the extent the Process Agent ceases to be able to be served on the basis contemplated herein), by written notice to the Trustee, designate such additional or any amounts alternative agents for service of process under this Section 12.8 that (i) maintains an office located in the Borough of Manhattan, The City of New York in the State of New York, (ii) are either (a) counsel for the Company or (b) a corporate service company which acts as agent for service of process for other persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 12.8. Such notice shall be payable identify the name of such agent for process and the address of such agent for process in respect the Borough of Manhattan, The City of New York, State of New York. Upon the request of any SecuritiesHolder of a Note, the Trustee shall deliver such information to such Holder. Each Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for the Company appointed and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding acting in any such court or any appellate court accordance with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courtthis Section 12.8. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture, Indenture and the Securities Guarantees, the Securities and any other Note DocumentNotes, to the extent permitted by law.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureIndenture or any amendment or supplement hereto, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably has, by separate written instrument, designated and appointedappointed Corporation Service Company currently located at 000 Xxxxxx Xxxxxx, Transocean Offshore Deepwater Drilling Inc.New York, 0 Xxxxxxxx XxxxxNew York 10014, Xxxxxxx, Xxxxx 00000 as its authorized agent upon which process may be served in any suit, action or proceeding with respect to, arising out of of, or relating to the Securitiesto, the Securities GuaranteesNotes, this Indenture (other than an insolvency, liquidation or bankruptcy proceeding or any other Note Document proceeding in the nature of an in rem or quasi in rem proceeding), that may be instituted in any United States federal Federal or New York state court in the State of New York, The City of New York York, the Borough of Manhattan, or brought under federal Federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or), subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New Yorkand acknowledges that Corporation Service Company has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon the Corporation Service Company and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in Section 14.01), shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, instruments as may be necessary to continue such designation and appointment of the Corporation Service Company in full force and effect so long as any of the Securities this Indenture shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of full force and effect; provided that the Company and the Guarantors irrevocably each Subsidiary Guarantor may and unconditionally waives, shall (to the fullest extent permitted Corporation Service Company ceases to be able to be served on the basis contemplated herein), by law, any objection that it may now or hereafter have written notice to the laying Trustee, designate such additional or alternative agents for service of venue process under this Section 11.15 that (i) maintains an office located in the Borough of Manhattan, The City of New York in the State of New York, (ii) are either (a) counsel for the Company or (b) a corporate service company which acts as agent for service of process for other persons in the ordinary course of its business and for other persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 11.15. Such notice shall identify the name of such agent for process and the address of such agent for process in the Borough of Manhattan, The City of New York, State of New York. Upon the request of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by lawHolder of a Note, the defense Trustee shall deliver such information to such Holder. Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of an inconvenient forum to process for the maintenance of any such action, suit or proceeding Company appointed and acting in any such courtaccordance with this Section 11.15. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture, Indenture and the Securities Guarantees, the Securities and any other Note DocumentNotes, to the extent permitted by law.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably designated and appointedappointed Corporation Service Company, Transocean Offshore Deepwater Drilling Inc.Suite 000, 0 Xxxxxxxx Xxxxx0000 Xxxxxxxxxxx Xxxx, XxxxxxxXxxxxxxxxx, Xxxxx Xxxxxxxx, XXX 00000 as its xx xts authorized agent upon which process may be served in any suit, action suit or proceeding arising out of or relating to the Securities, the Securities Guarantees, or this Indenture or any other Note Document that may be instituted in any United States federal or New York state State court located in The City Borough of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) orManhattan, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New York, or brought by the Trustees (whether in their individual capacity or in their capacity as Trustees hereunder), (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action suit or proceeding, and (iii) agrees that service of process upon the Corporation Service Company and written notice of said service to the Company (mailed or delivered to its Secretary the Company, attention: Chief Financial Officer, at its principal office at Suite 300, 905 Wxxx Xxxxxx Xxxxxx, Vancouver, British Columbia, Canada V6C 1L6, as specified in Section 14.011.05 hereof), shall be deemed in every respect effective service of process upon the Company in any such suit, action suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Corporation Service Company in full force and effect so long as any of the Securities this Indenture shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company full force and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courteffect. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture, Indenture and the Securities Guarantees, the Securities and any other Note DocumentSecurities, to the extent permitted by law. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding arising out of or relating to this Indenture or the Securities in any federal or state court in the State of New York, The Borough of Manhattan. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureAgreement, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has has, by separate written instrument, irrevocably designated and appointedappointed National Registered Agents, Transocean Offshore Deepwater Drilling Inc.Inc. (and any successor entity), 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 as its authorized agent upon which process may be served in any suit, action suit or proceeding arising out of or relating to the Securities, the Securities Guarantees, this Indenture or any other Note Document Agreement that may be instituted in any United States federal or New York state court in The City the State of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) orlaws, subject to Section 6.07and acknowledges that National Registered Agents, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New YorkInc. has accepted such designation, (ii) submits to the non-exclusive nonexclusive jurisdiction of any such court in any such suit, action suit or proceeding, and (iii) agrees that service of process upon the Company National Registered Agents, Inc. and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in Section 14.01), shall be deemed in every respect effective service of process upon the Company it in any such suit, action suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company National Registered Agents, Inc. in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courtoutstanding. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them it hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the Securities Guarantees, the Securities and any other Note DocumentAgreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, ISSUER CSK AUTO, INC. By: Name: Title: GUARANTORS CSK AUTO CORPORATION By: Name: Title: AUTOMOTIVE INFORMATION SYSTEMS, INC. By: Name: Title: CSK AXXX.XXX, INC. By: Name: Title: The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Credit Suisse First Boston LLC On behalf of itself and as Representative of the Initial Purchasers By: Name: Title: ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and the Guarantor each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has has, by separate written instrument, irrevocably designated and appointed, Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 appointed CT Corporation System as its authorized agent upon which process may be served serviced in any suit, action suit or proceeding arising out of or relating to the Securities, the Securities Guarantees, Guarantees or this Indenture or any other Note Document that may be instituted in any United States federal Federal or New York state State court in the Borough of Manhattan, The City of New York or brought under federal Federal or state State securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee a trustee hereunder) or, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New Yorkand acknowledges that CT Corporation System has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action suit or proceedingproceeding and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding or any claim of inconvenient forum, and (iii) agrees that service of process upon the Company CT Corporation System and written notice of said service to the Company it (mailed or delivered to its Secretary at its principal registered office at the address specified in Section 14.01), the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee) shall be deemed in every respect effective service of process upon the Company it in any such suit, action suit or proceeding. The Company and Guarantor further agrees agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company CT Corporation System in full force and effect so long as this Indenture and the Guarantees shall be in full force and effect and so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courtoutstanding. To the extent that either the Company or any the Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them it hereby irrevocably waives such immunity in respect of its respective obligations under this Indenture, the Securities Guarantees, Indenture and the Securities and any other Note Document, the Guarantees to the fullest extent permitted by law.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureAgreement, each of the Company Issuer and each Guarantor the Guarantors (i) irrevocably designates and appoints, and acknowledges that it has irrevocably has, by separate written instrument, designated and appointed, Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 appointed CT Corporation System (the "Agent") (and any successor entity) as its authorized agent upon which process may be served in any suit, action suit or proceeding arising out of or relating to the Securities, the Securities Guarantees, this Indenture or any other Note Document Agreement that may be instituted in any United States federal or New York state court in the Borough of Manhattan, The City of New York, State of New York or brought under federal or state securities laws or brought by laws, and acknowledges that the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New YorkAgent has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action suit or proceeding, proceeding and (iii) agrees that service of process upon the Company Agent and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified Issuer and the Guarantors in accordance with this Section 14.01), 17 shall be deemed in every respect effective service of process upon the Company Issuer and the Guarantors in any such suit, action suit or proceeding. The Company Issuer and the Guarantors further agrees agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company Agent in full force and effect so long as any of the Securities Securities, the Exchange Notes or the Private Exchange Notes shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of outstanding; provided, however, that the Company Issuer and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such court. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the Securities Guarantees, the Securities and any other Note Documentand, to the extent permitted the Agent ceases to be able to be served on the basis contemplated herein, shall), by lawwritten notice to the holders of the Securities, the Exchange Notes and the Private Exchange Notes, as applicable, designate such additional or alternative agent for service of process under this Section 17 that (i) maintains an office located in the Borough of Manhattan, The City of New York, State of New York and (ii) is a corporate service company which acts as agent for service of process for other persons in the ordinary course of its business. Such written notice shall identify the name of such agent for service of process and the address of the office of such agent for service of process in the Borough of Manhattan, The City of New York, State of New York.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureAgreement, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has has, by separate written instrument, irrevocably designated and appointedappointed the Issuer (and any successor entity), Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 as its authorized agent upon which process may be served in any suit, action suit or proceeding arising out of or relating to the Securities, the Securities Guarantees, this Indenture or any other Note Document Agreement that may be instituted in any United States federal or New York state court in The City the State of New York or brought under federal or state securities laws or brought by laws, and acknowledges that the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New YorkIssuer has accepted such designation, (ii) submits to the non-exclusive nonexclusive jurisdiction of any such court in any such suit, action suit or proceeding, proceeding and (iii) agrees that service of process upon the Company Issuer and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in Section 14.01), shall be deemed in every respect effective service of process upon the Company it in any such suit, action suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company Issuer in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courtoutstanding. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them it hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the Securities Guarantees, the Securities and any other Note DocumentAgreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, CREDIT ACCEPTANCE CORPORATION By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Senior Vice President and Treasurer BUYERS VEHICLE PROTECTION PLAN, INC. By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Treasurer VEHICLE REMARKETING SERVICES, INC. By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Treasurer [Signature Page to the Registration Rights Agreement] The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Acting on behalf of itself and as the Representative of the several Initial Purchasers [Signature Page to the Registration Rights Agreement] ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that, by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 201 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker‑dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act, and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders) other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureAgreement, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has has, by separate written instrument, irrevocably designated and appointedappointed Integrated Circuit Systems, Transocean Offshore Deepwater Drilling Inc.Inc. (and any successor entity), 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 as its authorized agent upon which process may be served in any suit, action suit or proceeding arising out of or relating to the Securities, the Securities Guarantees, this Indenture or any other Note Document Agreement that may be instituted in any United States federal or New York state court in The City the State of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) orlaws, subject to Section 6.07and acknowledges that Integrated Circuit Systems, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New YorkInc. has accepted such designation, (ii) submits to the non-exclusive nonexclusive jurisdiction of any such court in any such suit, action suit or proceeding, and (iii) agrees that service of process upon the Company Integrated Circuit Systems, Inc. and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in Section 14.01), shall be deemed in every respect effective service of process upon the Company it in any such suit, action suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company Integrated Circuit Systems, Inc. in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courtoutstanding. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them it hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the Securities Guarantees, the Securities and any other Note DocumentAgreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Issuer and the Guarantors in accordance with its terms. Very truly yours, Very truly yours, INTEGRATED CIRCUIT SYSTEMS, INC. by: /s/ Xxxxxx X. Xxxxxxx -------------------------------------------------- Name: Xxxxxx X. Xxxxxxx Title: Chairman of the Board ICS TECHNOLOGIES, INC. by: /s/ Xxxx X. Xxx -------------------------------------------------- Name: Xxxx X. Xxx Title: President ICST INC. by: /s/ Xxxxx X. Xxxxxx -------------------------------------------------- Name: Xxxxx X. Xxxxxx Title: President MICROCLOCK, INC. by: /s/ Xxxxx X. Xxxxxx -------------------------------------------------- Name: Xxxxx X. Xxxxxx Title: President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Bear, Xxxxxxx & Co. Inc. Credit Suisse First Boston Corporation By: Bear, Xxxxxxx & Co. Inc. /s/illegible ----------------------------------------------- Name: Title: By: Credit Suisse First Boston Corporation /s/illegible ----------------------------------------------- Name: Title: ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker- dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution." ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See "Plan of Distribution." ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 199 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus./1/ The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker- dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. ----------------------------- /1/ In addition, the legend required by item 502(b) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. [ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureNote or any amendment or supplement hereto, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably has, by separate written instrument, designated and appointedappointed Corporation Service Company, Transocean Offshore Deepwater Drilling Inc.currently located at 000 Xxxxxx Xxxxxx, 0 Xxxxxxxx XxxxxNew York, XxxxxxxNew York 10014, Xxxxx 00000 as its authorized agent upon which process may be served in any suit, action or proceeding with respect to, arising out of of, or relating to the Securities, the Securities Guaranteesto, this Indenture Note (other than an insolvency, liquidation or bankruptcy proceeding or any other Note Document proceeding in the nature of an in rem or quasi in rem proceeding), that may be instituted in any United States federal Federal or New York state court in the State of New York, The City of New York York, the Borough of Manhattan, or brought under federal Federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) orholder of this Note, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New Yorkand acknowledges that Corporation Service Company has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon the Corporation Service Company and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in Section 14.01), shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, instruments as may be necessary to continue such designation and appointment of the Corporation Service Company in full force and effect so long as any of the Securities this Note shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of full force and effect; provided that the Company may and shall (to the extent Corporation Service Company ceases to be able to be served on the basis contemplated herein), by written notice to the holder of this Note, designate such additional or alternative agents for service of process under this Section 5.1 that (i) maintains an office located in the Borough of Manhattan, The City of New York in the State of New York, (ii) are either (a) counsel for the Company or (b) a corporate service company which acts as agent for service of process for other persons in the ordinary course of its business and for other persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 5.1. Such notice shall identify the name of such agent for process and the Guarantors irrevocably address of such agent for process in the Borough of Manhattan, The City of New York, State of New York. Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for the Company appointed and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding acting in any such court or any appellate court accordance with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courtthis Section 5.1. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the Securities Guarantees, the Securities and any other Note DocumentNote, to the extent permitted by law.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution Upon completion and delivery of this Indenture, the Company and each Guarantor (ia) irrevocably designates and appoints, and acknowledges that it has has, by separate written instrument, irrevocably designated and appointedappointed CT Corporation System, Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the Securities, the Securities Guarantees, or this Indenture or any other Note Document that may be instituted in any United States federal or New York state court in The City the State of New York York, Borough of Manhattan, or brought under federal or state securities laws or brought by the Trustee (whether in its their individual capacity or in its their capacity as Trustee hereunder) or), subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New Yorkand acknowledges that CT Corporation System has accepted such designation, (iib) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iiic) agrees that service of process upon the Company CT Corporation System and written notice of said service to the Company it (mailed or delivered to its the Company's Corporate Secretary at its principal office address as specified in pursuant to Section 14.01), 1.05 hereof) shall be deemed in every respect effective service of process upon the Company it in any such suit, action or proceeding. The Company further agrees to take any and all actionactions, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company CT Corporation System in full force and effect so long as any of the Securities this Indenture shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company full force and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courteffect. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture, Indenture and the Securities Guarantees, the Securities and any other Note DocumentSecurities, to the extent permitted by law.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably designated and appointed, Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 appointed _____________________ as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the Securities, the Securities Guarantees, or this Indenture or any other Note Document that may be instituted in any United States federal or New York state court located in The City Borough of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) orManhattan, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New York, or brought by the Trustees (whether in their individual capacity or in their capacity as Trustees hereunder), (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action suit or proceeding, and (iii) agrees that service of process upon the Company _____________________ and written notice of said service to the Company (mailed or delivered to its the Company at Suite 501 - 570 Granville Street, Vancouver, British Columbia, Canada V6C 3P1, Attention: Corporate Secretary at its principal office specified in Section 14.01or such other address and/or officer as the Company may designate on written notice to the Trustees), shall be deemed in every respect effective service of process upon the Company in any such suit, action suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company _____________________ in full force and effect so long as any of the Securities this Indenture shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company full force and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courteffect. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture, Indenture and the Securities Guarantees, the Securities and any other Note DocumentSecurities, to the extent permitted by law. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto. The Company irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such court.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each Guarantor of the Non-U.S. Guarantors (i) irrevocably designates and appoints, and acknowledges that it has has, by separate written instrument, irrevocably designated and appointedappointed CT Corporation System, Transocean Offshore Deepwater Drilling Inc.000 Xxxxxx Xxxxxx, 0 Xxxxxxxx 00xx Xxxxx, XxxxxxxXxx Xxxx, Xxxxx Xxx Xxxx 00000 as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the SecuritiesNotes, the Securities Guarantees, Subsidiary Guarantees or this Indenture or any other Note Document that may be instituted in any United States U.S. federal or New York state court located in the Borough of Manhattan in The City of New York York, or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) orlaws, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New Yorkand acknowledges that CT Corporation System has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court courts in any such suit, action or proceeding, and (iii) agrees that service of process upon the Company CT Corporation System and written notice of said service to the Company it (mailed or delivered to its Secretary Chief Financial Officer at its principal office in Vancouver, British Columbia as specified in Section 14.0112.02 hereof), shall be deemed in every respect effective service of process upon the Company it in any such suit, action suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company in full force and effect so long as any of the Securities this Indenture shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company full force and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courteffect. To the extent that any of the Company or any Guarantor the Guarantors has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them the Company and the Guarantors hereby irrevocably waives such immunity in respect of its obligations under this Indenture, Indenture and the Securities Guarantees, the Securities and any other Note DocumentNotes, to the extent permitted by law.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each Subsidiary Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably designated and appointed, Transocean Offshore Deepwater Drilling Inc.CT Corporation System, 0 Xxxxxxxx Xxxxx000 Xxxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxx Xxx Xxxx 00000 as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the Securities, the Securities Guarantees, Subsidiary Guarantees or this Indenture or any other Note Document that may be instituted in any United States federal or New York state court in The City of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or, subject to Section 6.07, any Holder of Securities or Securities Subsidiary Guarantees in any United States federal or New York state court in The City of New York, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon the Company CT Corporation System and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in Section 14.0113.01), shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company CT Corporation System in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company and the Subsidiary Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such court. To the extent that the Company or any Subsidiary Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the Securities Guarantees, Subsidiary Guarantees and the Securities and any other Note DocumentSecurities, to the extent permitted by law.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureAgreement, the Company and each Guarantor (i) irrevocably designates the Selling Shareholder hereby designate and appointsappoint Camtek USA, and acknowledges that it has irrevocably designated and appointed, Transocean Offshore Deepwater Drilling Inc., 0 301 Xx. 00 Xxxxxxxx X, 0xx Xxxxx, Xxxxxxx, Xxxxx 00000 Xxx Xxxxxx 00000, as its the authorized agent of the Company and the Selling Shareholder upon which whom process may be served in any suit, proceeding or other action against the Company instituted by any Underwriter or proceeding arising out of or relating by any person controlling an Underwriter as to the Securities, the Securities Guarantees, this Indenture which such Underwriter or any other Note Document that may be instituted such controlling person is a party and based upon this Agreement, or in any United States federal other action against the Company and the Selling Shareholder in any Federal or New York state court sitting in The City of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City County of New York, (ii) submits to arising out of the non-exclusive offering made by the Prospectus or any purchase or sale of securities in connection therewith. The Company and the Selling Shareholder expressly accept jurisdiction of any such court in respect of any such suit, proceeding or other action and, without limiting other methods of obtaining jurisdiction, expressly submit to nonexclusive personal jurisdiction of any such court in respect of any such suit, proceeding or proceedingother action. Such designation and appointment shall be irrevocable, unless and (iii) agrees until a successor authorized agent in the County and State of New York reasonably acceptable to the Underwriters and the Selling Shareholder shall have been appointed by the Company such successor shall have accepted such appointment and written notice thereof shall have been given to the Representatives. The Company and the Selling Shareholder further agree that service of process upon the Company their authorized agent or successor (and written notice of said service to the Company (and the Selling Shareholder mailed by certified mail or delivered to its Secretary at its principal office specified sent by telex or delivered, as provided in Section 14.01), 11 hereof) shall be deemed in every respect effective personal service of process upon the Company and the Selling Shareholder in any such suit, proceeding or other action. In the event that service of any process or notice of motion or other application to any such court in connection with any such motion in connection with any such action or proceedingproceeding cannot be made in the manner described above, such service may be made in the manner set forth in conformance with the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents on Civil and Commercial Matters or any successor convention or treaty. The Company and the Selling Shareholder hereby irrevocably waive any objection that they may have or hereafter have to the laying of venue of any such action or proceeding arising out of or based on the Shares, or this Agreement or otherwise relating to the offering, issuance and sale of the Shares in any Federal or state court sitting in the County of New York and hereby further agrees irrevocably waives any claim that any such action or proceeding in any such court has been brought in an inconvenient forum. The Company and the Selling Shareholder agree that any final judgment after exhaustion of all appeals or the expiration of time to appeal in any such action or proceeding arising out of the sale of the Shares or this Agreement rendered by any such Federal court or state court shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law. Nothing contained in this Agreement shall affect or limit the right of the Underwriters to serve any process or notice of motion or other application in any other manner permitted by law or limit or affect the right of the Underwriters to bring any action or proceeding against the Company or any of its property in the courts of any other jurisdiction. The Company and the Selling Shareholder further agree to take any and all action, including the execution and filing of any and all such documents instruments and instrumentsdocuments, as may be necessary to continue such designation designations and appointment of the Company appointments or such substitute designations and appointments in full force and effect so long as any for a period of six years from the date hereof. The Company and the Selling Shareholder hereby agree with the Underwriters to the nonexclusive jurisdiction of the Securities shall be Outstanding courts of the State of New York, or the Federal courts sitting in the County of New York in connection with any amounts shall be payable in respect action or proceeding arising from the sale of any Securities. Each of the Shares or this Agreement brought by the Company and the Guarantors irrevocably and unconditionally waives, to Selling Shareholder or the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such court. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the Securities Guarantees, the Securities and any other Note Document, to the extent permitted by lawUnderwriters.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, each of the Issuer and the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has the Company has, by separate written instrument, irrevocably designated and appointedappointed Brookfield Asset Management LLC, Transocean Offshore Deepwater Drilling Inc.Brookfield Place, 0 Xxxxxxxx 250 Vxxxx Street, 10xx Xxxxx, XxxxxxxXxx Xxxx, Xxxxx 00000 Xxx Xxxx 00000-0000 as its authorized agent upon which process may be served in any suit, action suit or proceeding arising out of or relating to the Securities, the Securities Guarantees, or this Indenture or any other Note Document that may be instituted in any United States federal Federal or New York state State court in the Borough of Manhattan, The City of New York or brought under federal Federal or state State securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee a trustee hereunder) or), subject to Section 6.07and acknowledges that Brookfield Asset Management LLC has accepted, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New Yorkirrevocably and unconditionally, such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action suit or proceeding, and (iii) agrees that service of process upon the Company Brookfield Asset Management LLC and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office at the address specified in Section 14.01), the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee) shall be deemed in every respect effective service of process upon the Company in any such suit, action suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company Brookfield Asset Management LLC in full force and effect so long as this Indenture shall be in full force and effect and so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courtoutstanding. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them it hereby irrevocably waives such immunity in respect of its respective obligations under this Indenture, Indenture and the Securities Guarantees, the Securities and any other Note Document, to the extent permitted by law.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureAgreement, each of the Company and each the Guarantor (i) irrevocably designates and appoints, and acknowledges that it has will, prior to the Closing Date and by separate written instrument, irrevocably designated designate and appointedappoint CT Corporation System (“CT Corporation”), Transocean Offshore Deepwater Drilling Inc.00 Xxxxxxx Xxxxxx, 0 Xxxxxxxx XxxxxXxx Xxxx, XxxxxxxXxx Xxxx 00000 (and any successor entity), Xxxxx 00000 as its authorized agent upon which process may be served in any suit, action suit or proceeding arising out of or relating to the Securitiesthis Agreement, the Securities Guarantees, this Indenture or any other Note Document the Indentures that may be instituted in any United States federal or New York state court in The City the State of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New Yorklaws, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action suit or proceeding, proceeding and (iii) agrees that service of process upon the Company CT Corporation (or any successor) and written notice of said service to the Company and the Guarantor (mailed or delivered to its Secretary at its principal office specified in accordance with Section 14.0114), shall be deemed in every respect effective service of process upon the Company or the Guarantor, as applicable, in any such suit, action suit or proceeding. The Company and the Guarantor further agrees agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company CT Corporation (or any successor) in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courtoutstanding. To the extent that the Company or any the Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them it hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the Securities Guarantees, the Securities and any other Note Documentabove-referenced documents, to the extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably designated and appointedappointed Corporation Service Company, Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 00000 000, Xxx Xxxx, XX 00000-0000 as its authorized agent upon which process may be served in any suit, action suit or proceeding arising out of or relating to the Securities, the Securities Guarantees, Notes or this Indenture or any other Note Document that may be instituted in any United States U.S. federal or New York state State court located in The City Borough of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) orManhattan, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New York, or brought by the Trustees (whether in their individual capacity or in their capacity as Trustees hereunder), (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action suit or proceeding, and (iii) agrees that service of process upon the Corporation Service Company and written notice of said service to the Company (mailed or delivered to its Secretary the Company, attention: Chief Financial Officer, at its principal office at Suite 0000, 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0, as specified in Section 14.0113.01 hereof), shall be deemed in every respect effective service of process upon the Company in any such suit, action suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Corporation Service Company in full force and effect so long as any of the Securities this Indenture shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company full force and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courteffect. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture, Indenture and the Securities Guarantees, the Securities and any other Note DocumentNotes, to the extent permitted by law. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding arising out of or relating to this Indenture or the Notes in any federal or state court in the State of New York, The Borough of Manhattan. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably designated and appointed, Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 appointed the Issuer as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the any Securities, the Securities Guarantees, Guarantee or this Indenture or any other Note Document that may be instituted in any United States federal or New York state court in The City of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) ), or, subject to Section 6.075.07, by any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New York, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon the Company Issuer and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office General Counsel in the manner specified in Section 14.011.05 hereof), shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company Issuer in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company Issuer and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such court. To the extent that the Company Issuer or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the Securities Guarantees, Guarantees and the Securities and any other Note DocumentSecurities, to the extent permitted by law.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureAgreement, the Company Company, Mr. Ritchie and each Guarantor the Selling Shareholder (i) irrevocably designates and appointsacknowledge that they have, and acknowledges that it has xx xxxxxxte written instrument, irrevocably designated and appointedappointed Robert K. Whitsit, Transocean Offshore Deepwater Drilling Inc.(the "Agent for Service"), 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 as its their authorized agent upon which process agenx xxxx xxxxx xxxxess may be served in any suit, action suit or proceeding arising out of or relating to this Agreement or the Securities, the Securities Guarantees, this Indenture or any other Note Document that may be instituted in any United States federal or New York state court in The City the State of New York York, or brought under U.S. federal or state securities laws or brought by laws, and acknowledge that the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New YorkAgent for Service has accepted such designation, (ii) submits submit to the non-exclusive jurisdiction of any such court in any such suit, action suit or proceeding, and (iii) agrees agree that service of process upon the Company Agent for Service (or any successor) and written notice of said service to the Company (mailed or delivered to its Corporate Secretary at its principal office specified in Richmond, British Columbia), to Mr. Ritchie (at his address as set forth in Section 14.0111 hereof), or to xxx Xxxxxxx Shareholder (mailed or delivered to its President at the address set forth in Section 11 hereof) shall be deemed in every respect effective service of process upon the Company Company, Mr. Ritchie and the Selling Shareholder in any such suit, action suit or proceeding. The Company Xxx Xxxxxny, Mr. Ritchie and the Selling Shareholder further agrees agree to take any and all actionxxx xxxxxx, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company Agent for Service in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courtoutstanding. To the extent that the Company or any Guarantor has Company, Mr. Ritchie and the Selling Shareholder have or hereafter may acquire any immunity xxx xxxxxxxy from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself themselves or its their respective property, each of them they hereby irrevocably waives waive such immunity in respect of its their obligations under this Indenture, the Securities Guarantees, the Securities and any other Note Documentabove-referenced documents, to the extent permitted by law.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureAgreement, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has has, by separate written instrument, irrevocably designated and appointedappointed Corporation Service Company, Transocean Offshore Deepwater Drilling Inc.1177 Avenue of the Americas, 0 Xxxxxxxx 00xx Xxxxx, XxxxxxxXxx Xxxx, Xxxxx 00000 Xxx Xxxx 00000-0000 (and any successor entity), as its authorized agent upon which process may be served in any suit, action suit or proceeding arising out of or relating to the Securities, the Securities Guarantees, this Indenture or any other Note Document Agreement that may be instituted in any United States federal or New York state court in The City the State of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) orlaws, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New Yorkand acknowledges that Corporation Service Company has accepted such designation, (ii) submits to the non-exclusive nonexclusive jurisdiction of any such court in any such suit, action suit or proceeding, and (iii) agrees that service of process upon the Corporation Service Company and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in Section 14.01), shall be deemed in every respect effective service of process upon the Company it in any such suit, action suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Corporation Service Company in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courtoutstanding. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them it hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the Securities Guarantees, the Securities and any other Note DocumentAgreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building agreement among the Company and the several Initial Purchasers. Very truly yours, WMC FINANCE (USA) LIMITED By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Financial Officer WMC RESOURCES LTD By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Financial Officer WMC (OLYMPIC DAM CORPORATION) PTY LTD By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Financial Officer WMC FERTILIZERS PTY LTD By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CITIGROUP GLOBAL MARKETS INC. X.X. XXXXXX SECURITIES INC. By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Managing Director By: X.X. XXXXXX SECURITIES INC. By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Managing Director ANNEX A Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution”. A1 ANNEX B Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See “Plan of Distribution”. ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 2003, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resales New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ___________________ Address: ___________________ ___________________ Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has not arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchange for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. XXXXX X XXX XXXXXXX (XXX) LIMITED (the “Company”) INSTRUCTION TO DTC PARTICIPANTS (Date of Mailing) URGENT—IMMEDIATE ATTENTION REQUESTED DEADLINE FOR RESPONSE: [DATE]* The Depository Trust Company (“DTC”) has identified you as a DTC Participant through which beneficial interests in the Company’s $[ ] [ ]% Guaranteed Notes due [ ] (the “Securities”) are held. The Company is in the process of registering the Securities under the Securities Act of 1933 for resale by the beneficial owners thereof. In order to have their Securities included in the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire. It is important that beneficial owners of the Securities receive a copy of the enclosed materials as soon as possible as their rights to have the Securities included in the registration statement as of the date and time such registration statement becomes or is declared effective by the Securities and Exchange Commission depend upon their returning the Notice and Questionnaire by [Deadline For Response]. Please forward a copy of the enclosed documents to each beneficial owner that holds interests in the Securities through you. If you require more copies of the enclosed materials or have any questions pertaining to this matter, * [Not less than 28 calendar days from date of mailing.] please contact WMC Finance (USA) Limited, 00 Xxxx Xxxx, Xxxxxxxxx, Xxxxxxxx, 0000, Xxxxxxxxx, (0011)(00-0) 0000 0000. E2 WMC FINANCE (USA) LIMITED (the “Company”) Notice of Registration Statement and Selling Securityholder Questionnaire (Date) Reference is hereby made to the Registration Rights Agreement (the “Registration Rights Agreement”) among the Company, WMC Resources Ltd, as Parent Guarantor, WMC (Olympic Dam Corporation) Pty Ltd, as Subsidiary Guarantor, WMC Fertilizers Pty Ltd, as Subsidiary Guarantor (and, together with WMC Resources Ltd and WMC (Olympic Dam Corporation) Pty Ltd, the “Guarantors”) and the Initial Purchasers named therein. Pursuant to the Registration Rights Agreement, the Company and the Guarantors have filed with the United States Securities and Exchange Commission (the “Commission”) a registration statement on Form [ ] (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s $[ ] [ ]% Guaranteed Notes due [ ] (the “Securities”). A copy of the Registration Rights Agreement is attached hereto. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Each beneficial owner of Securities is entitled to have the Securities beneficially owned by it included in the Shelf Registration Statement. In order to have Securities included in the Shelf Registration Statement, this Notice of Registration Statement and Selling Securityholder Questionnaire (“Notice and Questionnaire”) must be completed, executed and delivered to the Company’s counsel at the address set forth herein for receipt ON OR BEFORE [Deadline for Response]. Beneficial owners of Securities who do not complete, execute and return this Notice and Questionnaire by such date (i) will not be named as selling securityholders in the Shelf Registration Statement and (ii) may not use the Prospectus forming a part thereof for resales of Securities. Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf Registration Statement and related Prospectus. E4

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureAgreement, the Company and each Guarantor of the Subsidiary Guarantors (i) irrevocably designates and appoints, and acknowledges that it has has, by separate written instrument, irrevocably designated and appointedappointed Kylco Maritime (USA), Transocean Offshore Deepwater Drilling Inc.Inc. ("Kylco USA"), 0 Xxxxxxxx Xxxxx(and any successor entity), Xxxxxxx, Xxxxx 00000 as its authorized agent upon which process may be served in any suit, action suit or proceeding arising out of or relating to the Securities, the Securities Guarantees, this Indenture or any other Note Document Agreement that may be instituted in any United States federal or New York state court in The City the State of New York or brought under federal or state securities laws York, Borough of Manhattan or brought by the Collateral Agent and Trustee (whether in its individual capacity or in its capacity as Collateral Agent and Trustee hereunder), the Indenture Trustee (whether in its individual capacity or in its capacity as Indenture Trustee under the Indenture) or, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New Yorkthe Lender and acknowledges that Kylco USA has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action suit or proceeding, and (iii) agrees that service of process upon the Company Kylco USA and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in Section 14.01)the applicable Subsidiary Guarantor, shall be deemed in every respect effective service of process upon the Company or such Subsidiary Guarantor, as the case may be, in any such suit, action suit or proceeding. The Company and each of the Subsidiary Guarantors further agrees agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company Kylco USA in full force and effect so long as any this Agreement shall be in full force and effect. The Company and each of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company and the Subsidiary Guarantors hereby irrevocably and unconditionally waiveswaive, to the fullest extent permitted by lawthey may legally effectively do so, any objection that it which they may now or hereafter have to the laying of venue of any such actionsuit, suit action or proceeding arising out of or relating to this Agreement or the other Security Agreements in any such federal or state court or any appellate court with respect thereto in the State of New York, Borough of Manhattan. The Company and each of the Subsidiary Guarantors hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit action or proceeding in any such court. To the extent that either the Company or any Guarantor of the Subsidiary Guarantors has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them it hereby irrevocably waives such immunity in respect of its obligations under this Indenture, Agreement and the Securities Guarantees, the Securities and any other Note DocumentSecurity Agreements, to the extent permitted by law.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Third Supplemental Indenture, each of the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably has, by separate written instrument, designated and appointed, Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 appointed CT Corporation System as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the SecuritiesNotes, the Securities Guarantees, this Indenture or any other Note Document this Third Supplemental Indenture that may be instituted in any United States federal Federal or New York state State court in The City the State of New York York, Borough of Manhattan, or brought under federal Federal or state State securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or), subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New Yorkand acknowledges that CT Corporation System has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon the Company CT Corporation System and written notice of said service to the Company it (mailed or delivered to its Secretary Executive Director at its principal office as specified in Section 14.011.05 of the Indenture), shall be deemed in every respect effective service of process upon the Company it in any such suit, action suit or proceeding. The Each of the Company and each Guarantor further agrees agree to take any and all action, including the execution and filing of any and all such documents and instruments, instruments as may be necessary to continue such designation and appointment of the Company CT Corporation System, in full force and effect so long as any of the Securities Indenture shall be Outstanding in full force and effect; provided that the Company may and shall (to the extent CT Corporation System ceases to be able to be served on the basis contemplated herein), by written notice to the Trustee, designate such additional or any amounts alternative agents for service of process under this Section 3.08 that (i) maintains an office located in the Borough of Manhattan, The City of New York in the State of New York, (ii) are either (x) counsel for the Company or (y) a corporate service company which acts as agent for service of process for other Persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 3.08. Such notice shall be payable identify the name of such agent for process and the address of such agent for process in respect the Borough of Manhattan, The City of New York, State of New York. Upon the request of any SecuritiesHolder, the Trustee shall deliver such information to such Holder. Each Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for the Company and the Guarantors irrevocably New Guarantor, if any, appointed and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding acting in any such court or any appellate court accordance with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courtthis Section 3.08. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the Securities Guarantees, the Securities and any other Note Document, to the extent permitted by law.SIGNATURES

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureAgreement, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has has, by separate written instrument, irrevocably designated and appointedappointed Cogency Global Inc. (and any successor entity), Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 as its authorized agent upon which process may be served in any suit, action suit or proceeding arising out of or relating to the Securities, the Securities Guarantees, this Indenture or any other Note Document Agreement that may be instituted in any United States federal or New York state court in The City the State of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) orlaws, subject to Section 6.07and acknowledges that Cogency Global Inc., any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New Yorkhas accepted such designation, (ii) submits to the non-exclusive nonexclusive jurisdiction of any such court in any such suit, action suit or proceeding, and (iii) agrees that service of process upon the Company Cogency Global Inc., at 00 X. 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in Section 14.01), shall be deemed in every respect effective service of process upon the Company it in any such suit, action suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company Cogency Global Inc., in full force and effect so long as any of the Securities of any series shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courtoutstanding. To the extent that the Company may have or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them it hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the Securities Guarantees, the Securities and any other Note DocumentAgreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Initial Purchasers. Very truly yours, CELULOSA ARAUCO Y CONSTITUCIÓN S.A., by /s/ Gianfranco Trufello Name: Gianfranco Trufello Title: Chief Financial Officer by /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. By: X.X. XXXXXX SECURITIES LLC Acting on behalf of itself and the several Initial Purchasers By: /s/ Xxx Xxxxx Klarish Name: Xxx Xxxxx-Klarish Title: Executive Director The foregoing Agreement is hereby confirmed and accepted as of the date first above written. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Acting on behalf of itself and the several Initial Purchasers By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director ANNEX A Each Broker-Dealer that receives New Securities of any series for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities of any series where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business 180 days after the Expiration Date it will make this Prospectus available upon request to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution”. ANNEX B Each Broker-Dealer that receives New Securities for its own account in exchange for Securities of any series, where such Securities of such series were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities of any series for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities of any series where such Securities of such series were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available upon request to any Broker-Dealer for use in connection with any such resale. In addition, until , 20 , [90 days after the effectiveness of the registration statement] all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit resulting from any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities of any series) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities of any series (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. If applicable, add information required by Regulation S-K Items 507 and/or 508. S-K 502(b) legend must appear on the back cover.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureAgreement, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has has, by separate written instrument, irrevocably designated and appointedappointed National Corporate Research, Transocean Offshore Deepwater Drilling Inc.Ltd. (and any successor entity), 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 as its authorized agent upon which process may be served in any suit, action suit or proceeding arising out of or relating to the Securities, the Securities Guarantees, this Indenture or any other Note Document Agreement that may be instituted in any United States federal or New York state court in The City the State of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) orlaws, subject to Section 6.07and acknowledges that National Corporate Research, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New YorkLtd. has accepted such designation, (ii) submits to the non-exclusive nonexclusive jurisdiction of any such court in any such suit, action suit or proceeding, and (iii) agrees that service of process upon the Company National Corporate Research, Ltd. and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in Section 14.01), shall be deemed in every respect effective service of process upon the Company it in any such suit, action suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company National Corporate Research, Ltd. in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each of the Company and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courtoutstanding. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them it hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the Securities Guarantees, the Securities and any other Note DocumentAgreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Company and the Subsidiary Guarantor in accordance with its terms. Very truly yours, Kodiak Oil & Gas Corp. By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: CFO Kodiak Oil & Gas (USA) Inc. By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: CFO CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Vice President XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President RBC CAPITAL MARKETS, LLC By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Managing Director KEYBANC CAPITAL MARKETS INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·], 20[·], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By The Issuer hereby appoints the execution and delivery Consul General of this IndentureMexico in New York City, the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably designated and appointed, Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 its delegates or its successors as its authorized agent (the “Authorized Agent”) upon which process may be served in any suitaction by any Purchaser, action or proceeding by any persons controlling such Purchaser, arising out of or relating to based upon this Agreement which each of the Securitiesparties hereto hereby agrees that, the Securities Guarantees, this Indenture or in respect of any other Note Document that actions brought against it as a defendant may be instituted in any United States federal or New York state court in The City the U.S. District Court for the Southern District of New York and any appellate court or brought under federal or state securities laws or brought by body thereto (collectively, the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder“Federal Courts”) or, subject referred to Section 6.07, any Holder below. Each of Securities or Securities Guarantees in any United States federal or New York state court in The City of New York, (ii) the parties hereto irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon the Company and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in Section 14.01), shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable Federal Courts in respect of any Securities. Each action arising out of the Company or based upon this Agreement and the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, waives any objection that which it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding action in any such court, and each such party further waives any right to which it may be entitled on account of present or future residence or domicile. To The appointment made by the extent Issuer shall be irrevocable as long as any of the Securities remain outstanding, unless and until a successor agent shall have been appointed the Issuer’s Authorized Agent and such successor agent shall have accepted such appointment. The Issuer will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Company Authorized Agent at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and written notice of such service mailed or any Guarantor has or hereafter may acquire delivered to the Issuer at the address set forth in Section 9(b) above shall be deemed, in every respect, effective service of process upon the Issuer. The Issuer hereby waives irrevocably any immunity from jurisdiction of any court or from any legal process to which it might otherwise be entitled (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the Securities Guarantees, the Securities and any other Note Documentincluding, to the extent permitted applicable, sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any such action in any federal court in The City of New York, or in any competent court in Mexico, subject to certain restrictions pursuant to applicable law. If the foregoing is in accordance with your understanding, please sign and return to us three (3) counterparts hereof, and upon the acceptance hereof by law.you, this letter and such acceptance hereof shall constitute a binding agreement among the Purchasers and the Issuer. Very truly yours, PETRÓLEOS MEXICANOS By: /s/ Xxxx Xxxxxxx Xxxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Xxxxxxx Xxxxxxxxx Title: Associate Managing Director of Finance Accepted as of the date hereof: BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Del Xxxxx Name: Xxxxxx Del Xxxxx Title: Director [Registration Rights Agreement Signature Page] Accepted as of the date hereof: X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Executive Director [Registration Rights Agreement Signature Page] Accepted as of the date hereof: MIZUHO SECURITIES USA LLC By: /s/ Xxxxxxx Xxxxxx xx Xxxx Name: Xxxxxxx Xxxxxx xx Xxxx Title: Executive Director [Registration Rights Agreement Signature Page] Accepted as of the date hereof: BBVA SECURITIES INC. By: /s/ Xxxxx Xxxxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxxxx Title: Managing Director Latin America Debt Capital Markets BBVA Securities Inc. [Registration Rights Agreement Signature Page] Accepted as of the date hereof: SANTANDER US CAPITAL MARKETS LLC By: /s/ Xxxxxxx X. Xxxxxx, Xx. Name: Xxxxxxx X. Xxxxxx, Xx. Title: Executive Director [Registration Rights Agreement Signature Page] Accepted as of the date hereof: SCOTIA CAPITAL (USA) INC. By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Managing Director [Registration Rights Agreement Signature Page] Accepted as of the date hereof: SMBC NIKKO SECURITIES AMERICA, INC. By: /s/ Xxxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: Managing Director Annex 1 Barclays Capital Inc. 000 Xxxxxxx Xxxxxx New York, New York 10019 X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx New York, New York 10179 Mizuho Securities USA LLC 0000 Xxxxxx xx xxx Xxxxxxxx New York, New York 10020 BBVA Securities Inc. 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Floor New York, New York 10105 Santander US Capital Markets LLC 000 Xxxxxxx Xxx, 0xx Floor New York, New York 10022 Scotia Capital (USA) Inc. 000 Xxxxx Xxxxxx New York, NY 10281 SMBC Nikko Securities America, Inc. 000 Xxxx Xxxxxx New York, NY 10172 Exhibit A Petróleos Mexicanos INSTRUCTION TO DTC PARTICIPANTS (Date of Mailing) URGENT - IMMEDIATE ATTENTION REQUESTED

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Fourth Supplemental Indenture, each of the Company and each Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably has, by separate written instrument, designated and appointed, Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 appointed CT Corporation System as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the SecuritiesNotes, the Securities GuaranteesIndenture, this the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture or any other Note Document this Fourth Supplemental Indenture, that may be instituted in any United States federal Federal or New York state State court in The City the State of New York York, Borough of Manhattan, or brought under federal Federal or state State securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or), subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New Yorkand acknowledges that CT Corporation System has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon the Company CT Corporation System and written notice of said service to the Company it (mailed or delivered to its Secretary Executive Director at its principal office as specified in Section 14.0111.02 of the Indenture), shall be deemed in every respect effective service of process upon the Company it in any such suit, action suit or proceeding. The Each of the Company and each Guarantor further agrees agree to take any and all action, including the execution and filing of any and all such documents and instruments, instruments as may be necessary to continue such designation and appointment of the Company CT Corporation System, in full force and effect so long as any of the Securities Indenture shall be Outstanding in full force and effect; provided that the Company may and shall (to the extent CT Corporation System ceases to be able to be served on the basis contemplated herein), by written notice to the Trustee, designate such additional or any amounts alternative agents for service of process under this Section 3.08 that (i) maintains an office located in the Borough of Manhattan, The City of New York in the State of New York, (ii) are either (x) counsel for the Company or (y) a corporate service company which acts as agent for service of process for other Persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 3.08. Such notice shall be payable identify the name of such agent for process and the address of such agent for process in respect the Borough of Manhattan, The City of New York, State of New York. Upon the request of any SecuritiesHolder, the Trustee shall deliver such information to such Holder. Each Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for the Company and the Guarantors irrevocably New Guarantor, if any, appointed and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding acting in any such court or any appellate court accordance with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courtthis Section 3.08. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the Securities Guarantees, the Securities and any other Note Document, to the extent permitted by law.SIGNATURES