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 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 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 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 Senior Vice President, Finance and Chief Financial Officer at its principal office in Toronto, Canada, with copies to Xxxxxx Communications Inc., 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 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 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: To assign this Note, fill in the form below: I or we assign and transfer this Note to 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. 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. (a) By the execution and delivery of this IndentureAgreement, the Company and each Guarantor (i) hereby irrevocably designates and appoints, and acknowledges that it has irrevocably designated and appointed, Transocean Offshore Deepwater Drilling appoints Cogency Global Inc., 0 Xxxxxxxx 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, XxxxxxxXxx Xxxx, Xxxxx XX 00000 as its authorized agent upon which whom process may be served in any suit, proceeding or other action against it 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 or other action against the Company in the New York state court in The City Supreme Court, County of New York or brought under federal or state securities laws or brought by and 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 District Court for the Southern District of New York, (ii) submits to arising out of the non-exclusive offering made by the Prospectus or any purchase or sale of Shares in connection therewith. The Company expressly accepts jurisdiction of any such court in respect of any such suit, proceeding or other action and, without limiting other methods of obtaining jurisdiction, expressly submits 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) until a successor authorized agent in the County and State of New York reasonably acceptable to the Representative shall have been appointed by the Company, such successor shall have accepted such appointment and written notice thereof shall have been given to the Underwriters. The Company further agrees that service of process upon the Company and written notice of said service to the Company (mailed its authorized agent or delivered to its Secretary at its principal office specified in Section 14.01), successor shall be deemed in every respect effective personal service of process upon the Company 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 hereby irrevocably waives any objection that it 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 irrevocably waives any claim that any such action or proceeding in any such court has been brought in an inconvenient forum. The Company agrees 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 or any person controlling an Underwriter 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 or any person controlling an Underwriter to bring any action or proceeding against the Company or any of its properties in the courts of any other jurisdiction. The Company further agrees 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 effect. The Company hereby agrees with the Underwriters to the nonexclusive jurisdiction of the New York Supreme Court, County of New York or the United States District Court for the Southern District of New York in connection with any action or proceeding arising from the sale of the Shares or this Agreement brought by the Company, the Underwriters or any person controlling an Underwriter. (b) The Company agrees that in any suit (whether in a court in the United States, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to the extent that such a judgment would violate the laws of Xxxx Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of the currency of such foreign country or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose any defense or objection to or otherwise oppose inclusion of such linkage in any such judgment except to the extent that such a judgment would violate the laws of Hong Kong. The Company agrees that it will not initiate or seek to initiate any action, suit or proceeding, in Hong Kong or in any other jurisdiction other than in the United States, seeking damages in respect of or for the purpose of obtaining any injunction or declaratory judgment against the enforcement of, or a declaratory judgment concerning any alleged breach by the Company or other claim by the Underwriters, or any person controlling an Underwriter in respect of this Agreement or any of the Securities shall be Outstanding or Underwriters’ rights under this Agreement, including without limitation 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 challenging the enforceability of or seeking to invalidate in any such court respect the submission by the Company hereunder to the jurisdiction of the courts or the designation of the laws as the law applicable to this Agreement, in each case as set forth herein. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to or received by the Underwriters or any appellate court with respect thereto and irrevocably waivescontrolling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company under this Agreement shall be discharged only to the fullest extent permitted by lawof the net amount of freely transferable United States dollars that the Underwriters or such controlling persons, as the defense case may be, in accordance with normal bank procedures, are able to lawfully purchase with such amount of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such courtother currency. To the extent that the Underwriters or such controlling persons are not able to purchase sufficient United States dollars with such amount of such other currency to discharge the obligations of the Company to the Underwriters or any Guarantor has or hereafter may acquire any immunity from jurisdiction such controlling persons, the obligations 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) the Company shall not be discharged with respect to itself such difference, and any such undischarged amount will be due as a separate obligation and shall not be affected by payment of or its property, each of them hereby irrevocably waives such immunity judgment being obtained for any other sums due under or in respect of its obligations under this Indenture, the Securities Guarantees, the Securities and any other Note Document, to the extent permitted by lawAgreement.

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. (1) By the execution and delivery of this Indenture, the Company and each Guarantor (ia) 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 6.075.7, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New YorkNxx Xxxx xxxxx xxxxx xx Xxx Xxxx xx Xxx Xxxx, (iix) 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 [ 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 14.011.5 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 Securities. Each of the Securities or coupons. (2) 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. . (3) 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 (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: To assign this Note, fill in the form below: I or we assign and transfer this Note to 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. 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 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 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 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 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 Company and the execution and delivery of this IndentureNote Guarantors have 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 Borough of Manhattan, New York City, New York. The Company and each Guarantor (i) the Note Guarantors have irrevocably designates submitted to the non-exclusive jurisdiction of such courts for such purpose and appointswaived, to the fullest extent permitted by law, trial by jury and 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 has irrevocably designated any proceeding in any such court is brought in an inconvenient forum. The Company and appointed, Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 the Note Guarantors have appointed Corporation Service Company 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 federal or New York state court in The City the Borough of Manhattan, New York or brought under federal or state securities laws or brought by City. To the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or, subject to Section 6.07, extent that 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 Note 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 (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 and the Note Guarantors has irrevocably waives waived and agreed not to plead or claim such immunity in respect of its their 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. (a) 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 designated and appointedappointed n, 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 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 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 n and written notice of said service to the Company Issuer (mailed or delivered to its Secretary the Issuer, attention: n, 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 Issuer in any such suit, action suit or proceeding. The Company Issuer 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 n 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. outstanding. (b) 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 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 DocumentSecurities, to the extent permitted by law. (c) The Issuer hereby irrevocably and unconditionally waives, to the 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 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 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 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 (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(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

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 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 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 IndentureAgency Agreement, 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, Transocean Offshore Deepwater Drilling Inc.000 Xxxxxx Xxxxxx, 0 Xxxxxxxx XxxxxXxx Xxxx, XxxxxxxXxx Xxxx 00000, Xxxxx 00000 X.X.X. (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 Agency 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 acknowledges that the Trustee (whether in its individual capacity or in its capacity Agent for Service has accepted such designation and has provided written evidence of engagement of CT Corporation System acting 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 Yorksuch, (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 Agent for Service and written notice of said service to the Company (mailed or delivered to its Secretary Chief Financial Officer at its principal office specified in Section 14.01Calgary, Alberta, Canada), 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. The provisions of this Section 10 shall survive any termination of this Agency 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 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 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 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, 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 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, this Indenture the Guarantees and any supplemental indenture or the transactions contemplated hereby, and any other Note Document that action arising 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 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 has appointed Law Debenture Corporate Services Inc., 400 Madison Avenue, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx of America, 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 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 waives, waives any right to trial by jury. Such appointment will be irrevocable unless and until replaced by an agent reasonably acceptable to the fullest extent permitted by lawTrustee. The Issuer and each of the Guarantors 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 will 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 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 (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 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 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 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 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 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 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 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, New York. The Issuer and delivery the Note Guarantors have irrevocably submitted to the jurisdiction of this Indenturesuch courts for such purpose and waived, to the Company fullest extent permitted by law, trial by jury and each Guarantor (i) irrevocably designates 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 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 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 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: To assign this Note, fill in the form below: I or we assign and transfer this Note to 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. 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 (a) The Company hereby irrevocably and unconditionally submits to the execution and delivery jurisdiction of this Indenture, the Company and each Guarantor (i) irrevocably designates a New York state or federal court located in The Borough of Manhattan, The City of New York and appoints(ii) the courts of the Province of Alberta, and acknowledges that in each case with all applicable courts of appeal therefrom, with respect to actions brought against it has irrevocably designated and appointedas a defendant, 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 for purposes of all legal proceedings arising out of or relating to the Securities, the Securities Guarantees, this Indenture or the Debt Securities or the transactions contemplated hereby or thereby; provided, that nothing herein shall be deemed to limit the ability of any party to this Indenture or the Debt Securities to bring suit in any other Note Document that may be instituted in any United States federal or New York state court in permissible jurisdiction. 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) Company hereby irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action suit or proceeding, and it irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court, any claim that any such proceeding brought in such a court has been brought in an inconvenient forum and any objection based on place of residence or domicile. (iiib) By the execution and delivery of this Indenture, the Company (i) acknowledges that it has irrevocably designated and appointed Cogency Global Inc., 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Debt Securities or this Indenture that may be instituted a New York state or federal court located in The Borough of Manhattan, The City of New York, or brought by the Trustees (whether in their individual capacity or in their capacity as Trustees hereunder), and (ii) agrees that service of process upon the Company Cogency Global Inc. 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 14.01herein), 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 Cogency Global Inc. 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 court. effect. (c) 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 DocumentDebt Securities, to the extent permitted by law. (d) 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. (e) Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver will be the equivalent of such notice. Waivers of notice by Holders will be filed with the Appropriate Trustee, but such filing will not be a condition precedent to the validity of any action taken in reliance on such waiver. (f) The Trustees agree to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods; provided, however, that (a) the party providing such written instructions, subsequent to such transmission of written instructions, shall provide the originally executed instructions or directions to the Appropriate Trustee in a timely manner, and such originally executed instructions or directions shall be signed by an authorized representative of the party providing such instructions or directions. If the party elects to give a Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustees shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustees’ reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The party providing electronic instructions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustees, including the risk of the Trustees acting on unauthorized instructions, and the risk or interception and misuse by third parties.

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 The Issuer has irrevocably designated and appointed, Transocean Offshore Deepwater Drilling appointed Cogency Global Inc., 0 Xxxxxxxx Xxxxxwith address at 122 East 42nd Street, Xxxxxxx18th Floor, Xxxxx 00000 Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx, as its authorized agent upon on which any and all legal process may be served in any suitsuch action, action suit or proceeding arising out of or relating to brought in 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 District Court for the Southern District 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 State court (in The City either case sitting in Manhattan, New York City). Each of New Yorkthe Issuer and the Guarantors waives any immunity (including sovereign immunity), (ii) submits to the non-exclusive fullest extent permitted by applicable law, from suit, action, proceeding or jurisdiction of any such court to which it might otherwise be entitled 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 U.S. federal or New York State court in the Borough of Manhattan, the City of New York or in any appellate competent court with respect thereto in Peru or Cyprus. The Issuer will furnish to any Holder upon written request and irrevocably waives, without charge to the fullest extent permitted by lawHolder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: For value received, the defense of an inconvenient forum to undersigned Guarantor (which term includes any successor Person under the maintenance of any such action, suit or proceeding in any such court. To the extent that the Company or any Guarantor Indenture) 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 Documentunconditionally Guaranteed, to the extent permitted by lawset forth in the Indenture dated as of February 3, 2020 (as amended from time to time, the “Indenture”) among the Issuer, the Parent Guarantor, and The Bank of New York Mellon as trustee, registrar, transfer agent and paying agent, as principal obligor and not merely as a surety, the cash payments in United States Dollars of principal, premium, if any, and interest on this Note (and including premium and Additional Amounts payable thereon, if any) in the amounts and at the times when due, together with interest on the overdue principal, premium, if any, and interest, if any, on the Notes, if lawful, and the payment or performance of all other obligations of the Issuer under the Indenture and the Notes, all in accordance with and subject to the terms and conditions of the Notes and the Indenture. The obligations of the Guarantors to the Holders of the Notes and to the Trustee are expressly set forth in Article VII of the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture.

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 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 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 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: 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 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 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 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 Issuer and the execution Note Guarantors have agreed that any suit, action or proceeding brought by any Holder or the Trustee against the Issuer arising out of or based upon the Indenture or the Notes, or against a Note Guarantor under its Note Guarantee, may be instituted in any state or federal court in the Borough of Manhattan in The City of New York, New York, or in the courts of their respective corporate domicile in respect of actions brought against any of them as a defendant. The Issuer and delivery the Note Guarantors have irrevocably submitted to the non-exclusive jurisdiction of this Indenturesuch courts for such purpose and waived, to the Company 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, any claim they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum and any right to which they may be entitled on account of their place of residency or domicile. The Issuer and the Note Guarantors (other than Vitro Packaging) have appointed CT Corporation System as 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 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 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) or, subject to Section 6.07, any Holder of Securities or Securities Guarantees in any United States federal or New York state court Manhattan 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 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 themselves or its any of their 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 their obligations under the Indenture or the Notes. The Issuer will 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: Vitro Envases Norteamérica, S.A. de C.V. Av. Pxxxx Xxxxxxx Xxxxxxx 200-2 Col. Vxxxx Oriente San Pxxxx Xxxxx Gxxxxx, X.X. C.X. 00000 Xxxxxx Attention: General Counsel Telephone: +00 (00) 0000-0000 Fax: +00 (00) 0000-0000 To assign this Note, fill in the form below: I or we assign and transfer this Note to and irrevocably appoint 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 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. 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 OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Issuer pursuant to Section 3.9 or Section 3.18 of the Indenture, the Securities Guarantees, the Securities and any other Note Document, to the extent permitted by law.check either box: o o

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 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 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 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 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, 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 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 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, 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. 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.” 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.” 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. (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.

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 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, CSK AUTO, INC. By: Name: Title: 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: 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.” 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.” 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. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By The Company and the execution and delivery of this IndentureNote Guarantors have 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 Borough of Manhattan, New York City, New York. The Company and each Guarantor (i) the Note Guarantors have irrevocably designates submitted to the non-exclusive jurisdiction of such courts for such purpose and appointswaived, to the fullest extent permitted by law, trial by jury and 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 has irrevocably designated any proceeding in any such court is brought in an inconvenient forum. The Company and appointed, Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 the Note Guarantors have appointed Corporation Service Company 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 federal or New York state court in The City the Borough of Manhattan, New York or brought under federal or state securities laws or brought by City. To the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or, subject to Section 6.07, extent that 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 Note 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 (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 and the Note Guarantors has irrevocably waives waived and agreed not to plead or claim such immunity in respect of its their obligations under the Indenture or the Notes. The Company will 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: c/o MDC Partners Inc. 700 Xxxxx Xxxxxx, 19th Floor New York, NY 10151 Attention: General Counsel Telephone: (000) 000-0000 Facsimile: (000) 000-0000 [Include for Certificated Notes only: To assign this Note, fill in the form below: I or we assign and transfer this Note to and irrevocably appoint _________________________ as agent to transfer this Note on the books of the Company. The agent may substitute another to act for him. Date: Your Signature: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. 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: 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 ] If you want to elect to have this Note purchased by the Company pursuant to Section 3.12 or 3.21 of the Indenture, the Securities Guarantees, the Securities and any other Note Document, to the extent permitted by law.check either box: ¨ ¨

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 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 lawSection 3.08.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this First Supplemental Indenture, each of the Company and each the Guarantor (i) irrevocably designates and appointsappoints Kronish Lxxx Wxxxxx & Hxxxxxx LLP, 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, 00000-7798 or its successors as the Company's and acknowledges that it has irrevocably designated and appointedthe Guarantor's authorized agent, Transocean Offshore Deepwater Drilling Inc.respectively, 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 SecuritiesAdditional Notes, the Securities Guarantees, Additional Guarantee or this First Supplemental 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 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, 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 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 United States 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 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 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 this 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 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 -91- of New York, (ii) is 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 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 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 any Guarantors, 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 11.09. 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 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 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 appointed, Transocean Offshore Deepwater Drilling appointed FIL (US) Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxxx/x XX Xxxxxxxxxxx, Xxxxx 00000 000, 000 Xxxx Xxxxx Street, Anchorage, Alaska 99801 (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 laws, and acknowledges that FIL (whether in its individual capacity or in its capacity as Trustee hereunderUS) 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 in any such suit, action suit or proceeding, and (iii) agrees that service of process upon the Company FIL (US) 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 FIL (US) 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 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, XXXXXX METALS INC. By: /s/Xxxxxx X. Xxxxxx, Xx. ---------------------------------------- Name: Xxxxxx X. Xxxxxx, Xx. Title: President & CEO By: /s/Xxxxx X. Xxxxxx ---------------------------------------- Name: Xxxxx X. Xxxxxx Title: Executive VP & CFO The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CITIGROUP GLOBAL MARKETS INC. By: /s/Xxxxxxx X. Xxxxx ----------------------------------------- Name: Xxxxxxx X. Xxxxx Title: Vice President For itself and the other Initials Purchasers named in Schedule I to the Purchase Agreement 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". 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".

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 execution and delivery Each of this Indenture, the Company and each the Guarantor (i) have irrevocably designates submitted to the non-exclusive jurisdiction of any 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 Company or the Guarantor brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes. Each of the Company and appointsthe and the Guarantor has irrevocably accepted for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts and has waived, to the fullest extent it may do so under applicable law, trial by jury and any 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 Company and the Guarantor irrevocably designated and appointedappointed Law Debenture Corporate Services (the “Process Agent”), Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxxwith an office at 800 0xx Xxxxxx, Xxxxx 00000 000, Xxx Xxxx, XX 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 Company and the Guarantor 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 a 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 to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Company and the Guarantor in any other court of competent jurisdiction. The Company and the Guarantor irrevocably agreed 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 individual capacity assets or in from execution of judgment shall be claimed by it or on its capacity as Trustee hereunder) orbehalf or with respect to its assets, subject except to Section 6.07the extent required by applicable law, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New Yorksuch immunity being irrevocably waived, (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 Securitiesfullest extent permitted by applicable law. Each of the Company and the Guarantors Guarantor irrevocably and unconditionally waivesagreed that, to the fullest extent 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 appointed, Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 appoints [ ] 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 Borough of Manhattan, 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 [ ] with written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified be given in the manner provided in Section 14.01)105, 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 Registrants (i) irrevocably designates and appointsacknowledge that they have, and acknowledges that it has by separate written instrument, irrevocably designated and appointedappointed Ahold U.S.A., Transocean Offshore Deepwater Drilling Inc., 0 00000 Xxxxxxxx Xxxxx, XxxxxxxXxxxxxxxx, Xxxxx Xxxxxxxx 00000 (and any successor entity), as its their 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, based upon this Indenture or any other Note Document Agreement that may be instituted in any the United States federal or New York state court in The City District Court for the Southern District of 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 Supreme Court of Securities or Securities Guarantees in any United States federal or the State of New York state court in The City of for New YorkYork County, and acknowledge that Ahold U.S.A., Inc. has accepted such designation and appointment, (ii) submits submit to the non-exclusive nonexclusive jurisdiction of any such court in any such suit, action suit or proceeding, and (iii) agrees agree that service of process upon the Company Ahold U.S.A., 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), Registrants shall be deemed in every respect effective service of process upon the Company it in any such suit, action suit or proceeding. The Company Registrants 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 Ahold U.S.A., Inc. in full force and effect so long as any of the Securities Certificates 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 Registrants 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 their property, each of them they hereby irrevocably waives waive 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 Registrants and the several Initial Purchasers. Very truly yours, AHOLD LEASE U.S.A., INC. By: /s/ XXXXXX X. XXXXXX ------------------------------------- Name: Xxxxxx X. Xxxxxx Title: Vice President KONINKLIJKE AHOLD N.V.

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 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 To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to: 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. 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 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. [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 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: (a) the offer of the Notes was not made to a person in the United States; (b) either (i) at the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on the Transferor’s behalf reasonably believed that the transferee was outside the United States or (ii) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither the Transferor nor any person acting on the Transferor’s behalf knows that the transaction has been pre-arranged with a buyer in the United States; (c) no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable; (d) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and (e) the Transferor is the beneficial owner of the principal amount of Notes being transferred.

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 designated will, by separate written instrument, designate and appointed, Transocean Offshore Deepwater Drilling appoint Nexen Petroleum U.S.A. Inc., 0 Xxxxxxxx Xxxxx12790 Merit Drive, XxxxxxxSuite 800, Xxxxx 00000 as its authorized agent upon which process LB 94, Dallas, Texas 75251 (and any succxxxxx xxxxxx) xx xxx xxxxxxxxxx xxxxx xxxx xxxxx xxxxxxx 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 the Securities that may be instituted in any United States federal Federal or New York state court in The the State of New York, the City of New York York, the 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) 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 Nexen Petroleum U.S.A. Inc. will accept 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 Nexen Petroleum U.S.A. Inc. and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified Issuer in accordance with Section 14.01), 1.05 shall be deemed in every respect effective service of process upon the Company Issuer 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 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 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 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. By the execution and delivery of this Indenture, the Trustee (i) acknowledges that it will, by separate written instrument, designate and appoint Deutsche Bank AG, Toronto Branch, 22 Bay Street, Suite 1100, Toronto, Ontario, Canada M5K 1E7 (and any sxxxxxxxx xxxxxx) xx xxx xxxxxxxxxx xxxxx xxxx xxxxx xxxxxxx may be served in any suit or proceeding arising out of or relating to this Indenture or the Securities that may be instituted in any provincial court in the Province of Ontario, or brought under Canadian federal or Canadian provincial securities laws, and acknowledges that Deutsche Bank AG will accept such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon Deutsche Bank AG and written notice of said service to the Trustee in accordance with Section 1.05 shall be deemed in every respect effective service of process upon the Trustee in any such suit or proceeding.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery Each of this Indenture, the Company and each the Guarantor (i) irrevocably designates and appointshas appointed CT Corporation System with offices currently at 000 Xxxxx Xxxxxx, and acknowledges that it has irrevocably designated and appointed00xx xxxxx, Transocean Offshore Deepwater Drilling Inc.Xxx Xxxx, 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx Xxx Xxxx 00000 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, Indenture or the Securities Guarantees, this Indenture or any other Note Document that which may be instituted in any United States federal U.S. Federal or New York state 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 New York. Each of the Company and the Guarantor has agreed that any suit, action or proceeding against the Company or the Guarantor, as applicable, brought by any Holder or the Trustee arising out of or based upon the Indenture or the Securities may be instituted in any U.S. Federal or New York State court in the Borough of Manhattan, The City of New York, New York. Each of the Company and the Guarantor has irrevocably submitted to the non-exclusive jurisdiction of any such court in any courts for such suit, action or proceeding, purpose 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 waiveswaived, to the fullest extent permitted by law, trial by jury, any objection that it may now or hereafter have to the laying of venue of any such actionsuit, suit action or proceeding, any claim that any suit, action or proceeding in any such a court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. The Company shall furnish to any Holder of Securities upon written request and without charge to the maintenance Holder a copy of any such action, suit or proceeding the Indenture which has in any such courtit the text of this Security. To assign this Security, fill in the extent that form below and have your signature guaranteed: (I) or (we) assign and transfer this Security to: and irrevocably appoint to transfer this Security on the Company or any Guarantor has or hereafter books of the Company. The agent may acquire any immunity from jurisdiction substitute another to act for him. Dated: Your Name: (Print your name exactly as it appears on the face of any court or from any legal process this Security) Your Signature: (whether through service Sign exactly as your name appears on the face of noticethis Security) Signature Guarantee: (Signature must be guaranteed) The signature(s) should be guaranteed by an eligible guarantor institution (banks, attachment prior stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to judgmentExchange Act Rule 17Ad-15. Pursuant to the Indenture, attachment in aid dated as of executionFebruary 12, execution or otherwise2015 (the “Indenture”), among Cencosud S.A., as issuer (the “Company”), Cencosud Retail S.A., as guarantor (the “Guarantor”), The Bank of New York Mellon, as trustee (the “Trustee”), Registrar, Paying Agent and Transfer Agent, and The Bank of New York Mellon (Luxembourg) with respect S.A., as Luxembourg paying agent and transfer agent, the Guarantor, subject to itself or its propertythe provisions of Article XI of the Indenture, each of them hereby irrevocably waives such immunity in respect and unconditionally guarantees, to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its obligations under this successors and assigns and to any agent appointed thereunder and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Securities Guaranteesor the obligations of the Company thereunder, that: (a) the principal of and interest, Additional Amounts, if any, and premium, on the Securities, shall be promptly paid in full when due, whether at stated maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts on the Securities, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder or any agent appointed under the Indenture, shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of such extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantor shall be obligated to pay or perform the same immediately. The Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The obligations of the Guarantor to the Holders of Securities and any other Note Document, to the extent permitted Trustee and any such agents pursuant to the Subsidiary Guarantee and the Indenture are expressly set forth in Article XI of the Indenture and reference is hereby made to the Indenture for the precise terms of the Subsidiary Guarantee. Each Holder of a Security, by law.accepting the same, agrees to and shall be bound by such provisions. Capitalized terms used but not defined herein will have the meaning given them in the Indenture. THIS NOTATION OF GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK CENCOSUD RETAIL S.A., as Guarantor By Name: Title: By Name: Title: Cencosud S.A. Xx. Xxxxxxx 0000, 6th floor, Las Xxxxxx Xxxxxxxx, Chile Attention: Xxxx Xxxxxx Xxxxxx Telephone: +00 (0) 0000-0000 Fax: +00 (0) 0000-0000 The Bank of New York Mellon 000 Xxxxxxx Xxxxxx, Floor 7E New York, New York 10286 USA Attention: International Corporate Trust Fax: 000-000-0000 Re: Cencosud S.A. (the “Company”)

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 The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Credit Suisse Securities (USA) LLC By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Managing Director Acting on behalf of itself and as the Representative of the several Purchasers 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.”

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 has appointed CT Corporation 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 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 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 and each of the Guarantors 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 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 (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 the Debt Securities 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 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 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)Company, shall be deemed in every respect effective service of process upon the Company 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 Securitiesfull force and effect. Each of the The Company and the Guarantors hereby irrevocably and unconditionally waives, to the fullest extent permitted by lawit may legally and effectively do so, any objection that which it 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 or the Debt Securities in any such federal or state court or any appellate court with respect thereto and 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 any such action, suit action 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, the Securities Guarantees, the Securities and any other Note Documentabove-referred 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 The Company and each Subsidiary Guarantor (i) irrevocably designates and appointshave appointed CT Corporation System, and acknowledges that it has irrevocably designated and appointedcurrently 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 Security, the Securities Guarantees, this Indenture or any Subsidiary Guarantee (other Note Document than an insolvency, liquidation or bankruptcy proceeding or any other 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) orand have agreed that there shall, subject to Section 6.07at all time, 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 be at least one agent for 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 for the Company and the Subsidiary Guarantors irrevocably appointed and unconditionally waives, acting in accordance with the provisions of Section 11.16 of the Indenture relating to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying agent for service 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 courtprocess. 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, the Company and each of them hereby Subsidiary Guarantor have irrevocably waives waived such immunity in respect of its obligations under this the Indenture, this Security and the Securities Guarantees, the Securities and any other Note DocumentSubsidiary Guarantee, to the extent permitted by law. The Company will furnish to any Securityholder upon written request and without charge to the Securityholder a copy of the Indenture which has in it the text of this Security in larger type. Requests may be made to: Tevecap S.A. Attention of Chief Financial Officer [FORM OF NOTATION ON NOTE RELATING TO GUARANTEE] For value received, the undersigned hereby unconditionally guarantees, as principal obligor and not merely as a surety, to the Holder of this Security, the cash payments in United States dollars of principal, premium, if any, and interest on this Security (and including Additional Amounts payable thereon) in the amounts and at the times when due, together with interest on the overdue principal, premium, if any, and interest, if any, on this Security, if lawful, and the payment or performance of all other obligations of the Company under the Indenture or the Securities, to the Holder of this Security and the Trustee, all in accordance with and subject to the terms and conditions of this Security and the Indenture, including Article X of the Indenture. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture, dated as of November 26, 1996, among the Company, the Subsidiary Guarantors, The Chase Manhattan Bank, as Trustee, and Chase Trust Bank, as Principal Paying Agent, as amended or supplemented. The obligations of the undersigned to the Holders of Securities and to the Trustee are expressly set forth in Article X of the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee.

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/ Xxxxxxxx X. XxXxxxxx Name: Xxxxxxxx X. XxXxxxxx Title: President and Chief Operating Officer

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureAgreement, the Company and each Guarantor (i) irrevocably hereby designates and appoints, and acknowledges that it has irrevocably designated and appointed, Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 appoints Tower USA as its the authorized agent of the Company, 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 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 expressly accepts jurisdiction of any such court in respect of any such suit, proceeding or other action and, without limiting other methods of obtaining jurisdiction, expressly submits 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) until a successor authorized agent in the County and State of New York reasonably acceptable to the Underwriters 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 further agrees that service of process upon the Company its authorized agent or successor (and written notice of said service to the Company (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 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 hereby irrevocably waives any objection that it 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 irrevocably waives any claim that any such action or proceeding in any such court has been brought in an inconvenient forum. The Company agrees 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 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 further agrees 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 hereby agrees with the Underwriters to the nonexclusive jurisdiction of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities. Each courts of the Company and State of New York, or the Guarantors irrevocably and unconditionally waives, to Federal courts sitting in the fullest extent permitted by law, County of New York in connection with any objection that it may now or hereafter have to the laying of venue of any such action, suit action or proceeding in any such court arising from the sale of the Shares or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted this Agreement brought 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 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 Purchaser, the Issuers and the Guarantors in accordance with its terms. XXXXXXXX GROUP ISSUER LLC by: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Secretary XXXXXXXX GROUP ISSUER INC. by: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Secretary XXXXXXXX GROUP ISSUER (LUXEMBOURG) S.A. by: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Secretary STATE OF NEW YORK COUNTY OF NEW YORK On the 28 day of April in the year 2010 before me, the undersigned, personally appeared Xxxxx Xxxxxxx, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacity, and that by her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. /s/ Xxx X. Xxxxxxxxxx Name: Sworn to before me this 28 day of April, 2010 Notary Public Printed Name: Xxx X. Xxxxxxxxxx My Commission Expires: XXX X. XXXXXXXXXX NOTARY PUBLIC, STATE OF NEW YORK NO. 01LE4953875 Qualified in New York County Commission Expires July 31, 2013 EVERGREEN PACKAGING INC. by: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Secretary EVERGREEN PACKAGING INTERNATIONAL (US) INC. by: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Secretary EVERGREEN PACKAGING USA INC. by: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Secretary BLUE RIDGE HOLDING CORP. by: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Secretary BLUE RIDGE PAPER PRODUCTS INC. by: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Secretary BRPP, LLC By: BLUE RIDGE PAPER PRODUCTS INC., as manager by: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Secretary XXXXXXXX CONSUMER PRODUCTS HOLDINGS INC. by: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President & Secretary CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC. by: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President & Secretary XXXXXXXX GROUP HOLDINGS INC. by: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Secretary XXXXXXXX PACKAGING MACHINERY INC. by: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Assistant Secretary XXXXXXXX CONSUMER PRODUCTS, INC. by: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Assistant Secretary XXXXXXXX FOIL INC. by: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Assistant Secretary XXXXXXXX SERVICES INC. by: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Secretary BAKERS CHOICE PRODUCTS, INC. by: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Assistant Secretary CLOSURE SYSTEMS INTERNATIONAL INC. by: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Assistant Secretary CLOSURE SYSTEMS MEXICO HOLDINGS LLC by: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Assistant Secretary CSI MEXICO LLC by: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Assistant Secretary CSI SALES & TECHNICAL SERVICES INC. by: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Assistant Secretary & Vice President SOUTHERN PLASTICS INC. by: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Assistant Secretary CLOSURE SYSTEMS INTERNATIONAL AMERICAS, INC. by: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Assistant Secretary SIG HOLDING USA, INC. by: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Assistant Secretary SIG COMBIBLOC INC. by: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Assistant Secretary SIG ALLCAP AG by: /s/ Prudence Xxxxxx Xxxxxx Name: Prudence Xxxxxx Xxxxxx Title: Authorized Signatory SIG COMBIBLOC GROUP AG by: /s/ Prudence Xxxxxx Xxxxxx Name: Prudence Xxxxxx Xxxxxx Title: Authorized Signatory SIG COMBIBLOC PROCUREMENT AG by: /s/ Prudence Xxxxxx Xxxxxx Name: Prudence Xxxxxx Xxxxxx Title: Authorized Signatory SIG COMBIBLOC (SCHWEIZ) AG by: /s/ Prudence Xxxxxx Xxxxxx Name: Prudence Xxxxxx Xxxxxx Title: Authorized Signatory SIG FINANZ AG by: /s/ Prudence Xxxxxx Xxxxxx Name: Prudence Xxxxxx Xxxxxx Title: Authorized Signatory SIG REINAG AG by: /s/ Prudence Xxxxxx Xxxxxx Name: Prudence Xxxxxx Xxxxxx Title: Authorized Signatory SIG SCHWEIZERISCHE INDUSTRIE-GESELLSCHAFT AG by: /s/ Prudence Xxxxxx Xxxxxx Name: Prudence Xxxxxx Xxxxxx Title: Authorized Signatory SIG TECHNOLOG AG by: /s/ Prudence Xxxxxx Xxxxxx Name: Prudence Xxxxxx Xxxxxx Title: Authorized Signatory CLOSURE SYSTEMS INTERNATIONAL (UK) LIMITED by: /s/ Prudence Xxxxxx Xxxxxx Name: Prudence Xxxxxx Xxxxxx Title: Authorized Signatory XXXXXXXX CONSUMER PRODUCTS (UK) LIMITED by: /s/ Prudence Xxxxxx Xxxxxx Name: Prudence Xxxxxx Xxxxxx Title: Authorized Signatory XXXXXXXX SUBCO (UK) LIMITED by: /s/ Prudence Xxxxxx Xxxxxx Name: Prudence Xxxxxx Xxxxxx Title: Authorized Signatory SIG HOLDINGS (UK) LIMITED by: /s/ Prudence Xxxxxx Xxxxxx Name: Prudence Xxxxxx Xxxxxx Title: Authorized Signatory SIG COMBIBLOC LIMITED by: /s/ Prudence Xxxxxx Xxxxxx Name: Prudence Xxxxxx Xxxxxx Title: Authorized Signatory CLOSURE SYSTEMS INTERNATIONAL DEUTSCHLAND GMBH by: /s/ Chiara Xxxxxxxxx Xxxxxx Name: Chiara Xxxxxxxxx Xxxxxx Title: Authorised Signatory CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (GERMANY) GMBH by: /s/ Chiara Xxxxxxxxx Xxxxxx Name: Chiara Xxxxxxxxx Xxxxxx Title: Authorised Signatory SIG BEVERAGES COMPANY GMBH by: /s/ Chiara Xxxxxxxxx Xxxxxx Name: Chiara Xxxxxxxxx Xxxxxx Title: Authorised Signatory SIG COMBIBLOC GMBH by: /s/ Chiara Xxxxxxxxx Xxxxxx Name: Chiara Xxxxxxxxx Xxxxxx Title: Authorised Signatory SIG COMBIBLOC HOLDING GMBH by: /s/ Chiara Xxxxxxxxx Xxxxxx Name: Chiara Xxxxxxxxx Xxxxxx Title: Authorised Signatory SIG COMBIBLOC SYSTEMS GMBH by: /s/ Chiara Xxxxxxxxx Xxxxxx Name: Chiara Xxxxxxxxx Xxxxxx Title: Authorised Signatory SIG COMBIBLOC ZERPANUNGSTECHNIK GMBH by: /s/ Chiara Xxxxxxxxx Xxxxxx Name: Chiara Xxxxxxxxx Xxxxxx Title: Authorised Signatory SIG INTERNATIONAL SERVICES GMBH by: /s/ Chiara Xxxxxxxxx Xxxxxx Name: Chiara Xxxxxxxxx Xxxxxx Title: Authorised Signatory SIG INFORMATION TECHNOLOGY GMBH by: /s/ Chiara Xxxxxxxxx Xxxxxx Name: Chiara Xxxxxxxxx Xxxxxx Title: Authorised Signatory SIG VIETNAM BETEILIGUNGS GMBH by: /s/ Chiara Xxxxxxxxx Xxxxxx Name: Chiara Xxxxxxxxx Xxxxxx Title: Authorised Signatory SIG Euro Holding AG & CO. KGaA towards all parties to this Agreement other than SIG Reinag AG, acting through its general partner (Komplementär) SIG Reinag AG By /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Authorised Signatory towards SIG Reinag AG, acting through its supervisory board (Aufsichtsrat), represented by the chairman of the supervisory board acting as its authorized representative /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Chairman of the supervisory board CLOSURE SYSTEMS INTERNATIONAL (BRAZIL) SISTEMAS DE VEDAÇÃO LTDA by: /s/ Xxxxxxxxx Xxxxxxxxx Miranda Name: Xxxxxxxxx Xxxxxxxxx Xxxxxxx Title: Manager SIG BEVERAGES BRASIL LTDA. by: /s/ Xxxxx Xxxxx Morea Name: Xxxxx Xxxxx Xxxxx Title: Manager SIG COMBIBLOC DO BRASIL LTDA.. by: /s/ Edimara Iansen Xxxxxxxxx Name: Edimara Iansen Xxxxxxxxx Title: Legal Manager by: /s/ Xxxxxxx Xxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxx Xxxxxxxxx Title: General Manager SIG ASSET HOLDINGS LIMITED by: /s/ Chiara Xxxxxxxxx Xxxxxx Name: Chiara Xxxxxxxxx Xxxxxx Title: Authorized Signatory CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (JAPAN) KK by: /s/ Chiara Xxxxxxxxx Xxxxxx Name: Chiara Xxxxxxxxx Xxxxxx Title: Attorney CLOSURE SYSTEMS INTERNATIONAL JAPAN, LIMITED by: /s/ Chiara Xxxxxxxxx Xxxxxx Name: Chiara Xxxxxxxxx Xxxxxx Title: Attorney CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (HUNGARY) KFT. by: /s/ Chiara Xxxxxxxxx Xxxxxx Name: Chiara Xxxxxxxxx Xxxxxx Title: Authorized Signatory CSI HUNGARY KFT. by: /s/ Chiara Xxxxxxxxx Xxxxxx Name: Chiara Xxxxxxxxx Xxxxxx Title: Authorized Signatory CSI LATIN AMERCAN HOLDINGS CORPORATION by: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Signatory CSI CLOSURE SYSTEMS MANUFACTURING DE CENTRO AMERICA, S.R.L. by: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Attorney-in-Fact BIENES INDUSTRIALES DEL NORTE, S.A. DE C.V. by: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Signatory CSI EN ENSENADA, S. DE X.X. DE C.V. by: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Signatory CSI EN SALTILLO, S. DE X.X. DE C.V. by: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Signatory CSI TECNISERVICIO S. DE X.X., DE C.V. by: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Signatory GRUPO CSI DE MEXICO, S. DE X.X. DE C.V. by: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Signatory TÉCNICOS DE TAPAS INNOVATIVAS, S.A. DE C.V. by: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Signatory EVERGREEN PACKAGING MEXICO, S. DE X.X. DE C.V. by: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Signatory BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A. by: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Signatory BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À.X.X. by: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Signatory CLOSURE SYSTEMS INTERNATIONAL (LUXEMBOURG) S.À.X.X. by: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Signatory XXXXXXXX CONSUMER PRODUCTS (LUXEMBOURG) S.À.X.X. by: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Signatory SIG FINANCE (LUXEMBOURG) S.À.X.X. by: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Signatory EVERGREEN PACKAGING (LUXEMBOURG) S.À.X.X. by: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Signatory CLOSURE SYSTEMS INTERNATIONAL (HONG KONG) LIMITED by: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Signatory SIG COMBIBLOC LIMITED by: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Signatory EVERGREEN PACKAGING (HONG KONG) LIMITED by: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Signatory EVERGREEN PACKAGING CANADA LIMITED by: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Signatory CLOSURE SYSTEMS INTERNATIONAL (CANADA) LIMITED by: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Signatory EVERGREEN PACKAGING INTERNATIONAL B.V. by: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Signatory XXXXXXXX CONSUMER PRODUCTS INTERNATIONAL B.V. by: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Signatory CLOSURE SYSTEMS INTERNATIONAL B.V. by: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Signatory XXXXXXXX GROUP HOLDINGS LIMITED by: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Signatory /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Attorney WHAKATANE MILL LIMITED by: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Signatory /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Attorney The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. by: Credit Suisse Securities (USA) LLC Eleven Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000, By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director /s/ Xxxxx Xxxxx Xxxxxx XXXXX XXXXX XXXXXX Notary Public, State of New York No. 01MA6212427 Qualified in New York County Commission Expires October 13, 2013 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 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 Each of this Indenture, the Company and each the Guarantor (i) have irrevocably designates submitted to the non-exclusive jurisdiction of any 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 Company or the Guarantor brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes. Each of the Company and appointsthe and the Guarantor has irrevocably accepted for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts and has waived, to the fullest extent it may do so under applicable law, trial by jury and any 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 Company and the Guarantor irrevocably designated and appointedappointed Law Debenture Corporate Services (the “Process Agent”), Transocean Offshore Deepwater Drilling Inc.with an office at 000 Xxxxxxx Xxxxxx, 0 Xxxxxxxx 0xx Xxxxx, XxxxxxxXxx Xxxx, Xxxxx 00000 XX 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 Company and the Guarantor 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 a 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 to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Company and the Guarantor in any other court of competent jurisdiction. The Company and the Guarantor irrevocably agreed 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 individual capacity assets or in from execution of judgment shall be claimed by it or on its capacity as Trustee hereunder) orbehalf or with respect to its assets, subject except to Section 6.07the extent required by applicable law, any Holder of Securities or Securities Guarantees in any United States federal or New York state court in The City of New Yorksuch immunity being irrevocably waived, (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 Securitiesfullest extent permitted by applicable law. Each of the Company and the Guarantors Guarantor irrevocably and unconditionally waivesagreed that, to the fullest extent 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 ‌ 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 Securities, the Securities Guarantees, in connection with this Indenture and the Notes or the transactions contemplated hereby, and any other Note Document that action arising 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 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 Law Debenture Corporate Services Inc. of 000 0xx Xxxxxx, Xxxxx 000 Xxx Xxxx, XX 00000 (the “Authorized Agent”) as its authorized agent upon whom process may be served in any such suit, action or proceeding which may be instituted in any U.S. federal or state court located in the State and City 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 (and the Authorized Agent by its execution of this Indenture hereby accepted such appointment). 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 waiveswaives any right to trial by jury. Such appointments shall be irrevocable unless and until replaced by an agent reasonably acceptable to the Trustee. The Issuer represents and warrants that the Authorized Agent, upon its appointment, has agreed or will agree, as applicable, to act as said agent for service of process, and the fullest extent permitted by lawIssuer agrees to take any and all action, including the defense 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 Company and the execution and delivery of this IndentureNote Guarantors have 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 Borough of Manhattan, New York City, New York. The Company and each Guarantor (i) the Note Guarantors have irrevocably designates submitted to the non-exclusive jurisdiction of such courts for such purpose and appointswaived, to the fullest extent permitted by law, trial by jury and 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 has irrevocably designated any proceeding in any such court is brought in an inconvenient forum. The Company and appointed, Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 the Note Guarantors have appointed Corporation Service Company 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 federal or New York state court in The City the Borough of Manhattan, New York or brought under federal or state securities laws or brought by City. To the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or, subject to Section 6.07, extent that 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 Note 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 (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 and the Note Guarantors has irrevocably waives waived and agreed not to plead or claim such immunity in respect of its their obligations under the Indenture or the Notes. The Company will 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: c/o MDC Partners Inc. 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: General Counsel Telephone: (000) 000-0000 Facsimile: (000) 000-0000 [Include for Certificated Notes only: To assign this Note, fill in the form below: I or we assign and transfer this Note to and irrevocably appoint _________________________ as agent to transfer this Note on the books of the Company. 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 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: 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 If you want to elect to have this Note purchased by the Company pursuant to Section 3.12 or 3.21 of the Indenture, the Securities Guarantees, the Securities and any other Note Document, to the extent permitted by law.check either box:

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. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Financial Officer By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Financial Officer By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Financial Officer 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 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”. 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”. 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.] 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 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. 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. 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.

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.111 Eighth Avenue, 0 Xxxxxxxx Xxxxx13th Floor, XxxxxxxNew York, Xxxxx 00000 New York 10011, as its authorized agent upon which process may be served in any suitauthorxxxx xxxxx xxxx 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 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 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 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 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.” 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.” 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. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

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.110 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 the Borough of Manhattan 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: Senior Vice President and 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. 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 Each of this Indenture, the Company and each the Guarantor (i) irrevocably designates and appointshas appointed CT Corporation System with offices currently at 000 Xxxxx Xxxxxx, and acknowledges that it has irrevocably designated and appointed00xx xxxxx, Transocean Offshore Deepwater Drilling Inc.Xxx Xxxx, 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx Xxx Xxxx 00000 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, Indenture or the Securities Guarantees, this Indenture or any other Note Document that which may be instituted in any United States federal U.S. Federal or New York state 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 New York. Each of the Company and the Guarantor has agreed that any suit, action or proceeding against the Company or the Guarantor, as applicable, brought by any Holder or the Trustee arising out of or based upon the Indenture or the Securities may be instituted in any U.S. Federal or New York State court in the Borough of Manhattan, The City of New York, New York. Each of the Company and the Guarantor has irrevocably submitted to the non-exclusive jurisdiction of any such court in any courts for such suit, action or proceeding, purpose 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 waiveswaived, to the fullest extent permitted by law, trial by jury, any objection that it may now or hereafter have to the laying of venue of any such actionsuit, suit action or proceeding, any claim that any suit, action or proceeding in any such a court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. The Company shall furnish to any Holder of Securities upon written request and without charge to the maintenance Holder a copy of any such action, suit or proceeding the Indenture which has in any such courtit the text of this Security. To assign this Security, fill in the extent that form below and have your signature guaranteed: (I) or (we) assign and transfer this Security to: and irrevocably appoint to transfer this Security on the Company books of the Company. The agent may substitute another to act for him. Dated: Your Name: (Print your name exactly as it appears on the face of this Security) Your Signature: (Sign exactly as your name appears on the face of this Security) 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. The following increases or any Guarantor has or hereafter may acquire any immunity from jurisdiction decreases in this Global Security have been made: Pursuant to the Indenture, dated as of any court or from any legal process February 12, 2015 (whether through service the “Indenture”), among Cencosud S.A., as issuer (the “Company”), Cencosud Retail S.A., as guarantor (the “Guarantor”), The Bank of noticeNew York Mellon, attachment prior as trustee (the “Trustee”), Registrar, Paying Agent and Transfer Agent, and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg paying agent and transfer agent, the Guarantor, subject to judgmentthe provisions of Article XI of the Indenture, 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 and unconditionally guarantees, to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its obligations under this successors and assigns and to any agent appointed thereunder and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Securities Guaranteesor the obligations of the Company thereunder, that: (a) the principal of and interest, Additional Amounts, if any, and premium, on the Securities, shall be promptly paid in full when due, whether at stated maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts on the Securities, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder or any agent appointed under the Indenture, shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of such extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantor shall be obligated to pay or perform the same immediately. The Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The obligations of the Guarantor to the Holders of Securities and any other Note Document, to the extent permitted Trustee and any such agents pursuant to the Subsidiary Guarantee and the Indenture are expressly set forth in Article XI of the Indenture and reference is hereby made to the Indenture for the precise terms of the Subsidiary Guarantee. Each Holder of a Security, by law.accepting the same, agrees to and shall be bound by such provisions. Capitalized terms used but not defined herein will have the meaning given them in the Indenture. THIS NOTATION OF GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK CENCOSUD RETAIL S.A., as Guarantor By Name: Title: By Name: Title: Cencosud S.A. Xx. Xxxxxxx 0000, 6th floor, Las Xxxxxx Xxxxxxxx, Chile Attention: Xxxx Xxxxxx Xxxxxx Telephone: +00 (0) 0000-0000 Fax: +00 (0) 0000-0000 The Bank of New York Mellon 000 Xxxxxxx Xxxxxx, Floor 7E New York, New York 10286 USA Attention: International Corporate Trust Fax: 000-000-0000 Re: Cencosud S.A. (the “Company”)

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 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 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

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, each of the Company Company, Staples the Office Superstore East, Inc., Staples Contract & Commercial, Inc., Hackensack Funding, LLC and each Guarantor Rochester Capital, LLC (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 in any suit, action suit 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 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 suitsuit or proceeding and waives, action to the extent possible, any objection which it may now or proceedinghereafter 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 and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in Section 14.01), CT Corporation System 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 each such Subsidiary 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 CT Corporation System in full force and effect so long as any this Indenture shall be in full force and effect and for the continuous period from the date hereof through and including the date which is 550 calendar days after the date upon which the last of the Securities shall be Outstanding outstanding. The Trustee agrees to mail or any amounts shall be payable in respect deliver a copy of any Securities. Each service referred to in (iii) above to the Chairman and Chief Executive Officer of the Company and at its principal office at the Guarantors irrevocably and unconditionally waives, address set out on page 1 of this Indenture or at any other address previously notified in writing 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 courtTrustee. 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 before 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 fullest 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 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 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”. 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.” 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 Each of this Indenture, the Company and each Guarantor (i) the Subsidiary Guarantors has agreed that any suit, action or proceeding against it arising out of or relating to the Indenture or the Notes(including the Subsidiary Guarantees), as the case may be, may be instituted in any state or federal court sitting in the Borough of Manhattan in the City of New York, New York. Each of the Company and the Subsidiary Guarantors has irrevocably designates submitted to the non-exclusive jurisdiction of such courts for such purpose and appointswaived, 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. Each of the Company and the Subsidiary Guarantors has irrevocably designated and appointed, Transocean Offshore Deepwater Drilling appointed Law Debenture Corporate Services Inc., 0 Xxxxxxxx with offices at 000 Xxxxxxx Xxxxxx, 0xx Xxxxx, XxxxxxxXxx Xxxx, Xxxxx Xxx Xxxx 00000 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 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 Manhattan, 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 New York. To the non-exclusive jurisdiction of extent that 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 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 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 and the Subsidiary Guarantors have irrevocably waives waived and agreed not to plead or claim such immunity in respect of its their 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 Holder a copy of the Indenture which has in it the text of this Note in larger type. To assign this Note, fill in the form below: For value received, I or we assign and transfer this Note to of RMB________ principal amount of this Note, and all rights with respect thereto, and irrevocably appoint _______________________ as agent to transfer this Note on the books of the Company. The agent may substitute another to act for him. Date:____________________________ Your Signature:____________________________ Signature Guarantee: (Signature must be guaranteed) Note: (i) The signature on this transfer form must correspond to the name as it appears on the face of this Note in every particular. (ii) A representative of the Holder of the Note should state the capacity in which he or she signs (e.g., executor). (iii) The signature of the person effecting the transfer shall conform to any list of duly authorized specimen signatures supplied by lawthe registered holder or shall be certified by a bank which is a member of the Medallion Program or in such other manner as any Paying Agent, including the Trustee acting in its capacity as transfer agent, or the Registrar may require.

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 14.0115.01), 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, 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 IndentureAgreement, 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 Guaranteesfor 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 (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 120 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 Note Documentthan 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, to the extent permitted by lawapplicable, will appear on the back cover page of the Exchange Offer prospectus.

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., 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), 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 us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Guarantors and the several Initial Purchasers. Very truly yours, AMVESCAP PLC By /s/ ROBERT F. McCULLOUGH -------------------------- Name: Robert F. McCullough Title: Chief Xxxxxxxxx Xxxxxxx A I M MANAGEMENT GROUP INC. By /s/ DAWN M. HAWLEY -------------------------- Name: Dawn M. Hawley Title: Senior Vice Xxxxxxxxx & Chief Financial Officer A I M ADVISORS, INC. By /s/ DAWN M. HAWLEY -------------------------- Name: Dawn M. Hawley Title: Senior Vice Xxxxxxxxx & Chief Financial Officer INVESCO INSTITUTIONAL (N.A.), INC. By /s/ JOHN D. ROGERS -------------------------- Name: John D. Rogers Title: President & XXX INVESCO NORTH AMERICAN HOLDINGS, INC. By /s/ ROBERT F. McCULLOUGH -------------------------- Name: Robert F. McCullough Title: Chief Xxxxxxxxx Xxxxxxx The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Salomon Smith Barney Inc. Merrill Lynch, Pierce, Fenner & Smith Xnxxxxxxated Bxxx xx America Securitixx XXX Dexxxxxe Bank Securities Inc. HSBC Securities (USA) Inc. J.P. Morgan Securities Inc. UBS Warburg LLC By: Salomon Smith Barnxx Xxx. Xy: /s/ JACQUES LILLY ----------------------- Name: Jacques Xxxxx Xitle: Director For themselves and the other xxxxxxx Xxxxial Purchasers named in Schedule I to the Purchase Agreement. 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 and the Guarantors have agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, they will make this Prospectus available to any 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 IndentureUnderwriting Agreement, 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, Transocean Offshore Deepwater Drilling Inc.000 Xxxxxx Xxxxxx, 0 Xxxxxxxx XxxxxXxx Xxxx, XxxxxxxXxx Xxxx 00000, Xxxxx 00000 X.X.X. (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 Underwriting 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 acknowledges that the Trustee (whether in its individual capacity or in its capacity Agent for Service has accepted such designation and has provided written evidence of engagement of CT Corporation System acting 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 Yorksuch, (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 Agent for Service and written notice of said service to the Company (mailed or delivered to its Secretary Chief Financial Officer at its principal office specified in Section 14.01Calgary, Alberta, Canada), 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. The provisions of this Section 11 shall survive any termination of this Underwriting Agreement, in whole or in part.

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 Guarantor, (ia) irrevocably designates and appoints, and acknowledges that it has irrevocably has, by separate written instrument, designated and appointedappointed [ ], Transocean Offshore Deepwater Drilling Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 as its authorized agent 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 Guaranteesand this Indenture, 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), and acknowledges that [ ] has accepted such designation (which appointment the Company hereby (i) or, subject acknowledges was unconditional and (ii) agrees not 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 Yorkrevoke), (iib) 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 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 or any such Guarantor, as the case may be, in any such suit, action or proceeding. 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 [ ] 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 and each Guarantor may and shall (to the extent [ ] ceases to be able to be served on the basis contemplated herein), by written notice to the Trustee, designate such additional or any amounts shall be payable alternative agent or agents for service of process under this Section 1.18 that (i) maintains an office located in respect the Borough of any Securities. Each Manhattan, The City of New York in the State of New York, (ii) are either (x) counsel for the Company and the Guarantors irrevocably 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 unconditionally waives(iii) agrees to act as agent for service of process in accordance with this Section 1.18. Such notice shall identify the name of such agent for process and the address of such agent for process in the Borough of Manhattan, to The City of New York, State of New York. Upon the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue 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, 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 and the Guarantors appointed and acting in any such courtaccordance with this Section 1.18. 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, the Company and each of them 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 Notes 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 has appointed CT Corporation, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx as its authorized agent upon whom process may be served in any such suit, action or proceeding which may be instituted in any U.S. federal or state court located in the State and City of New York, Borough of Manhattan arising out of or based upon this Indenture, the Notes and the Notes Guarantees 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 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 and each of the Guarantors 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 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 (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 0000-000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, 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, 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 Xxxx 000, 00000 - 00 Xxxxxx X.X., Xxxxxxx, Xxxxxxx, X0X 0X0, Xxxxxx, 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 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: /s/ Xxx X. Xxxxxx ---------------------------------------- Name: Xxx X. Xxxxxx Title: Senior Vice President GUARANTORS CSK AUTO CORPORATION By: /s/ Xxx X. Xxxxxx ---------------------------------------- Name: Xxx X. Xxxxxx Title: Senior Vice President AUTOMOTIVE INFORMATION SYSTEMS, INC. By: /s/ Xxx X. Xxxxxx ---------------------------------------- Name: Xxx X. Xxxxxx Title: Senior Vice President CSK XXXX.XXX, INC. By: /s/ Xxx X. Xxxxxx ---------------------------------------- Name: Xxx X. Xxxxxx Title: Senior Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON CORPORATION X.X. XXXXXX SECURITIES INC. UBS WARBURG LLC By: CREDIT SUISSE FIRST BOSTON CORPORATION By: /s/ Xxxxx Xxxxxxxxx ---------------------------------------- Name: Xxxxx Xxxxxxxxx Title: 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 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 (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(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.