Common use of Amendments to the Indenture Clause in Contracts

Amendments to the Indenture. The Indenture is hereby amended by: (i) deleting the following sections of the Indenture and all references thereto in the Indenture in their entirety: · Section 4.03 (Reports) · Section 4.04 (Compliance Certificate) [[NYCORP:3025596v2:4635A:10/22/07--10:57 a]] · Section 4.05 (Taxes) · Section 4.06 (Stay, Extension and Usury Laws) · Section 4.07 (Restricted Payments) · Section 4.08 (Dividend and Other Payment Restrictions Affecting Subsidiaries) · Section 4.09 (Incurrence of Indebtedness and Issuance of Preferred Stock) · Section 4.10 (Asset Sales) · Section 4.11 (Transactions with Affiliates) · Section 4.12 (Liens) · Section 4.13 (Business Activities) · Section 4.14 (Corporate Existence) · Section 4.15 (Offer to Repurchase Upon Change of Control) · Section 4.16 (Limitation on Sale and Leaseback Transactions) · Section 4.17 (Payments for Consents) · Section 4.18 (Future Subsidiary Guarantees) · Section 4.19 (Designation of Restricted and Unrestricted Securities) · Section 4.20 (Changes in Covenants when Notes Rated Investment Grade) · Section 5.01 (Exchange, Consolidation or Sale of Assets) · Section 5.02 (Successor Corporation Substituted) · Section 10.04 (Guarantors May Consolidate, etc. on Certain Terms) · Section 6.01(3), Section 6.01(4), Section 6.01(5), Section 6.01(6), Section 6.01(7), Section 6.01(8), Section 6.01(9) and Section 6.01(10) (Events of Default).

Amendments to the Indenture. Effective at the time of payment or deposit with DTC (the “Payment Date”) of an amount of money sufficient to pay for all Notes validly tendered and accepted pursuant to the Tender Offer and Solicitation and to make all consent payments required under the Tender Offer and Solicitation: (i) The Indenture is hereby amended by: to delete Section 4.2 (i) deleting the following sections Corporate Existence), Section 4.4 (Payment of the Indenture Taxes and all references thereto in the Indenture in their entirety: · Other Claims), Section 4.03 4.5 (Additional guarantees), Section 4.6 (SEC Reports) · (except to the extent required by the Trust Indenture Act of 1939), Section 4.04 4.7 (Compliance Certificate) [[NYCORP:3025596v2:4635A:10/22/07--10:57 a]] · (except to the extent required by the Trust Indenture Act of 1939), Section 4.05 4.8 (Taxes) · Change of Control), Section 4.06 4.9 (StayLimitation on Incurrence of Indebtedness), Extension and Usury Laws) · Section 4.07 4.10 (Limitation on Restricted Payments) · ), Section 4.08 4.11 (Limitation on Liens), Section 4.12 (Limitation on Transactions with Affiliates), Section 4.13 (Limitation on Asset Sales), Section 4.14 (Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries) · Section 4.09 (Incurrence of Indebtedness and Issuance of Preferred Stock) · Section 4.10 (Asset Sales) · Section 4.11 (Transactions with Affiliates) · Section 4.12 (Liens) · Section 4.13 (Business Activities) · Section 4.14 (Corporate Existence) · ), Section 4.15 (Offer to Repurchase Upon Change Limitation on Sale of Control) · Principal Properties), Section 4.16 (Limitation on Sale and Leaseback Transactions) · ), Section 4.17 (Payments for Consents) · Impairment of Security Interest), Section 4.18 (Future Subsidiary GuaranteesConduct of Business) · and Section 4.19 (Designation Maintenance of Restricted Insurance, Properties, Books and Unrestricted SecuritiesRecords) · in their entirety and all references thereto contained elsewhere in the Indenture in their entirety; (ii) The Indenture is hereby amended to delete subsection (d) of Section 4.20 5.1 (Changes in Covenants when Notes Rated Investment Grade) · Section 5.01 (ExchangeMerger, Consolidation or and Sale of Assets) · in their entirety and all references thereto contained in Section 5.02 5.1 and elsewhere in the Indenture in their entirety; (Successor Corporation Substitutediii) · Section 10.04 The failure to comply with the terms of any of the Sections of the Indenture set forth in clauses (Guarantors May Consolidate, etc. on Certain Termsi) · Section 6.01(3and (ii) above shall no longer constitute a Default or an Event of Default under the Indenture and shall no longer have any other consequence under the Indenture; (iv) The Indenture is hereby amended to delete clauses (iii), Section 6.01(4(iv), Section 6.01(5(v), Section 6.01(6), Section 6.01(7), Section 6.01(8), Section 6.01(9(vi) and (ix) of Section 6.01(10) 6.1 (Events of Default) in their entirety and all references thereto contained in Section 6.1 and elsewhere in the Indenture in their entirety, and the occurrence of the events described in clauses (iii), (iv), (v), (vi) and (ix) of Section 6.1 shall no longer constitute Events of Default; (v) All definitions set forth in Section 1.1 of the Indenture that relate to defined terms used solely in sections deleted by this Supplemental Indenture are hereby deleted in their entirety; and (vi) All references to Sections 6.1 and 5.1 of the Indenture shall mean Sections 6.1 and 5.1 as amended by this Supplemental Indenture.

Amendments to the Indenture. (a) The Indenture is hereby amended byto delete each of the following sections, or clauses of sections, in its entirety and, in the case of each such section or clause, insert in lieu thereof the phrase “[Intentionally Omitted]”: (i1) deleting the following sections Section 3.09. Offer to Purchase by Application of the Indenture and all references thereto in the Indenture in their entirety: · Excess Proceeds; (2) Section 4.03 4.02. Maintenance of Office or Agency; (3) Section 4.03. Reports; (4) · Section 4.04 (4.04. Compliance Certificate; (5) [[NYCORP:3025596v2:4635A:10/22/07--10:57 a]] · Section 4.05 4.05. Taxes; (Taxes6) · Section 4.06 (4.06. Stay, Extension and Usury Laws; (7) · Section 4.07 (4.07. Restricted Payments) · ; (8) Section 4.08 (4.08. Dividend and Other Payment Restrictions Affecting Subsidiaries; (9) · Section 4.09 (4.09. Incurrence of Indebtedness and Issuance of Preferred Stock; (10) · Section 4.10 (4.10. Asset Sales; (11) · Section 4.11 (4.11. Transactions with Affiliates; (12) · Section 4.12 4.12. Liens; (Liens13) · Section 4.13 (4.13. Business Activities; (14) · Section 4.14 (4.14. Corporate Existence; (15) · Section 4.15 (4.15. Offer to Repurchase Upon upon Change of Control; (16) · Section 4.16 4.16. Amendment of Fox River Indemnity Arrangements, Security Holders Agreements or ESOP Documentation; (17) Section 4.17. Limitation on Sale and Leaseback Transactions; (18) · Section 4.17 (4.18. Payments for ConsentsConsent; (19) · Section 4.18 4.19. Additional Note Guarantees; (Future Subsidiary Guarantees20) · Section 4.19 (4.20. Designation of Restricted and Unrestricted SecuritiesSubsidiaries; (21) · Section 4.20 4.21. Amendment of Security Documents, Intercreditor Agreements; (Changes in Covenants when Notes Rated Investment Grade22) · Section 4.22. Impairment of Security Interest; (23) Section 4.23. After-Acquired Property; (24) Section 13.01. Security Interest; (25) Section 13.02. Intercreditor Agreements; (26) Section 13.04. Recording and Opinions; (27) Section 13.05. Specified Releases of Collateral; (28) Section 13.06. Release of Collateral upon Satisfaction or Defeasance of all Outstanding Obligations; (29) Section 13.07. Post-Closing Collateral Requirement; (30) Section 13.08. Purchaser Protected; (31) Section 13.10. Insurance; (32) Clauses (3), (4) and (5) and the second to last paragraph of Section 5.01 (ExchangeMerger, Consolidation Consolidation, or Sale of Assets); and (33) · Section 5.02 Clauses (Successor Corporation Substituted) · Section 10.04 (Guarantors May Consolidate, etc. on Certain Terms) · Section 6.01(33), Section 6.01(4(4), Section 6.01(5(5), Section 6.01(6(6), Section 6.01(7(7), Section 6.01(8(8), (9), Section 6.01(9(10), (11), (12) and (13) of Section 6.01(10) 6.01 (Events of Default). (b) The second sentence of the first paragraph of Section 6.02 (Acceleration) of the Indenture is hereby replaced with the following sentence: “If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 90% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately.” (c) Any definition used exclusively in the provisions of the Indenture that are deleted pursuant to this Article I, and any definitions used exclusively within such definitions, are hereby deleted in their entirety from the Indenture, and all references in the Indenture to any sections or clauses set forth above in this Section 1.01, any and all obligations thereunder and any event of default related solely to such sections and clauses, are hereby deleted throughout the Indenture.

Amendments to the Indenture. The Indenture is hereby amended bySection 1.1 Amendments to Articles 4, 5, 6 and 8 of the Indenture. Upon written notification to the Trustee by the Company that it has accepted for purchase and payment (the “Expiration Date”) all of the Securities validly tendered on or prior to 5:00 p.m., New York City time, on April 21, 2011, unless extended or earlier terminated by the Company in its sole discretion, pursuant to the Offer to Purchase, and that it has received and delivered to the Trustee the Requisite Consents to effect the Proposed Amendments under the Indenture, then automatically (without further act by any person), the following amendments shall be made to the Indenture: (ia) deleting the The following sections of the Indenture and all references thereto in the Indenture will be deleted in their entirety: · entirety and the Company and the Subsidiary Guarantors shall be released from their respective obligations under the following sections of the Indenture: Section 4.03 (Reports) · Limitation on Indebtedness); Section 4.04 (Compliance Certificate) [[NYCORP:3025596v2:4635A:10/22/07--10:57 a]] · Limitation on Restricted Payments); Section 4.05 (Taxes) · Limitation on Restrictions on Distributions from Restricted Subsidiaries); Section 4.06 (Stay, Extension Limitation on Sales of Assets and Usury Laws) · Subsidiary Stock); Section 4.07 (Restricted Payments) · Limitation on Affiliate Transactions); Section 4.08 (Dividend and Other Payment Restrictions Affecting Subsidiaries) · Limitation on Line of Business); Section 4.09 (Incurrence Change of Indebtedness and Issuance of Preferred Stock) · Control); Section 4.10 (Asset Sales) · Limitation on Liens); Section 4.11 (Transactions with Affiliates) · Limitation on Sale/Leaseback Transactions); • Section 4.12 (Liens) · Future Guarantors); Section 4.13 (Business Activities) · Compliance Certificate); Section 4.14 (Corporate Existence) · Limitation on Issuances and Sales of Capital Stock of Wholly Owned Subsidiaries); Section 4.15 (Offer to Repurchase Upon Change Impairment of Control) · Security Interest); Section 4.16 (Limitation on Sale and Leaseback Transactions) · After-Acquired Property); Section 4.17 (Payments for Consents) · Further Instruments and Acts); Section 4.18 5.01. (Future Subsidiary Guarantees) · Section 4.19 (Designation of Restricted and Unrestricted Securities) · Section 4.20 (Changes in Covenants when Notes Rated Investment Grade) · Section 5.01 (Exchange, Consolidation When Company May Merge or Sale of Transfer Assets) · Section 5.02 (Successor Corporation Substituted) · Section 10.04 only with respect to clauses (Guarantors May Consolidate, etc. on Certain Terms) · Section 6.01(3a)(2), Section 6.01(4(a)(3), Section 6.01(5(a)(4), Section 6.01(6(a)(5), Section 6.01(7), Section 6.01(8), Section 6.01(9(b)(2) and (b)(3)); Section 6.01(10) 6.01. (Events of Default) (only with respect to clauses (4)., (5), (6), (7), (8) and (9)); and

Amendments to the Indenture. The Indenture is hereby amended by: (i) deleting the following sections of the Indenture and all references thereto in the Indenture in their entirety: · Section 4.03 (Reports) · Section 4.04 (Compliance Certificate) [[NYCORP:3025596v2:4635A:10/22/07--10:57 a]] · Section 4.05 (Taxes) · Section 4.06 (Stay, Extension and Usury Laws) [[NYCORP:3025596v2:4635A:10/22/07--10:57 a]] · Section 4.07 (Restricted Payments) · Section 4.08 (Dividend and Other Payment Restrictions Affecting Subsidiaries) · Section 4.09 (Incurrence of Indebtedness and Issuance of Preferred Stock) · Section 4.10 (Asset Sales) · Section 4.11 (Transactions with Affiliates) · Section 4.12 (Liens) · Section 4.13 (Business Activities) · Section 4.14 (Corporate Existence) · Section 4.15 (Offer to Repurchase Upon Change of Control) · Section 4.16 (Limitation on Sale and Leaseback Transactions) · Section 4.17 (Payments for Consents) · Section 4.18 (Future Subsidiary Guarantees) · Section 4.19 (Designation of Restricted and Unrestricted Securities) · Section 4.20 (Changes in Covenants when Notes Rated Investment Grade) · Section 5.01 (Exchange, Consolidation or Sale of Assets) · Section 5.02 (Successor Corporation Substituted) · Section 10.04 (Guarantors May Consolidate, etc. on Certain Terms) · Section 6.01(3), Section 6.01(4), Section 6.01(5), Section 6.01(6), Section 6.01(7), Section 6.01(8), Section 6.01(9) and Section 6.01(10) (Events of Default).

Amendments to the Indenture. The Indenture is hereby amended by: (i) deleting the following sections of the Indenture and all references thereto in the Indenture in their entirety: · Section 4.03 (Reports) · Section 4.04 (Compliance CertificateCertificates) [[NYCORP:3025596v2:4635A:10/22/07--10:57 a]] · Section 4.05 (Taxes) · Section 4.06 (Stay, Extension and Usury Laws) · Section 4.07 (Restricted Payments) · Section 4.08 (Dividend and Other Payment Restrictions Affecting Subsidiaries) · Section 4.09 (Incurrence of Indebtedness and Issuance of Preferred StockIndebtedness) · Section 4.10 (Asset Sales) · Section 4.11 (Transactions with Affiliates) · Section 4.12 (Liens) · Section 4.13 (Business ActivitiesConduct of Business) · Section 4.14 (Corporate Existence) · Section 4.15 (Offer to Repurchase Upon upon Change of Control) · Section 4.16 (Limitation on Sale and Leaseback TransactionsNo Senior Subordinated Debt) · Section 4.17 (Payments for ConsentsAdditional Guarantees) · Section 4.18 (Future Subsidiary Guarantees) · Section 4.19 (Designation Limitation on Preferred Stock of Restricted Subsidiaries) Sections 5.01(ii) and Unrestricted Securities5.01(iii) · Section 4.20 (Changes in Covenants when Notes Rated Investment Grade) · Section 5.01 (ExchangeMerger, Consolidation Consolidation, or Sale of Assets) · Section 5.02 Sections 8.04(b), 8.04(c), 8.04(d), 8.04(e) and 8.04(f) (Successor Corporation SubstitutedCertain Conditions to Legal Defeasance) · Section 10.04 Sections 11.06(a)(2) and 11.06(b)(2) (Guarantors May Consolidate, etc. ., on Certain Terms); and (ii) · deleting the following events of default and all references thereto in the Indenture in their entirety: (x) Section 6.01(3), Section 6.01(4), Section 6.01(5), Section 6.01(6), Section 6.01(7), Section 6.01(8), Section 6.01(9) and Section 6.01(106.01(c) (Events failure to comply with certain covenants); (y) Section 6.01(d) (failure to pay or acceleration of Defaultcertain other indebtedness); and (z) Section 6.01(e) (failure to pay certain judgments).

Amendments to the Indenture. The Indenture is hereby amended by: (i) deleting the following sections Section 2.01. Amendments Applicable Only to Notes 9 Section 2.02. Definitions 9 Section 2.03. Registration, Registration of Transfer and Exchange 13 Section 2.04. Mutilated, Destroyed, Lost and Stolen Securities 14 Section 2.05. Amendment of Article Four of the Indenture and all references thereto in 14 Section 2.06. Amendment to Section 501 of the Indenture in their entirety: · 15 Section 4.03 2.07. Amendment to Section 801 of the Indenture 16 Section 2.08. Amendment to Section 902 of the Indenture 17 Section 2.09. Amendment to Article Ten of the Indenture 17 MISCELLANEOUS PROVISIONS Section 3.01. Integral Part 21 Section 3.02. General Definitions 21 Section 3.03. Adoption, Ratification and Confirmation 21 Section 3.04. Counterparts 21 Section 3.05. Governing Law 21 Section 3.06. Conflict of Any Provision of Indenture with Trust Indenture Act of 1939 21 Section 3.07. Effect of Headings 21 Section 3.08. Severability of Provisions 22 Section 3.09. Successors and Assigns 22 Section 3.10. Benefit of Eighth Supplemental Indenture 22 Section 3.11. Acceptance by Trustee 22 Section 3.12. Waiver of Jury Trial 22 Section 3.13. Force Majeure 23 ANNEX A – Form of 2023 Notes ANNEX B – Form of 2043 Notes THIS EIGHTH SUPPLEMENTAL INDENTURE, dated as of November 5, 2013, between Diamond Offshore Drilling, Inc., a Delaware corporation (Reports) · Section 4.04 (Compliance Certificate) [[NYCORP:3025596v2:4635A:10/22/07--10:57 a]] · Section 4.05 (Taxes) · Section 4.06 (Stay, Extension and Usury Laws) · Section 4.07 (Restricted Payments) · Section 4.08 (Dividend and Other Payment Restrictions Affecting Subsidiaries) · Section 4.09 (Incurrence of Indebtedness and Issuance of Preferred Stock) · Section 4.10 (Asset Sales) · Section 4.11 (Transactions with Affiliates) · Section 4.12 (Liens) · Section 4.13 (Business Activities) · Section 4.14 (Corporate Existence) · Section 4.15 (Offer to Repurchase Upon Change of Control) · Section 4.16 (Limitation on Sale and Leaseback Transactions) · Section 4.17 (Payments for Consents) · Section 4.18 (Future Subsidiary Guarantees) · Section 4.19 (Designation of Restricted and Unrestricted Securities) · Section 4.20 (Changes in Covenants when Notes Rated Investment Grade) · Section 5.01 (Exchange, Consolidation or Sale of Assets) · Section 5.02 (Successor Corporation Substituted) · Section 10.04 (Guarantors May Consolidate, etc. on Certain Terms) · Section 6.01(3the “Company”), Section 6.01(4and The Bank of New York Mellon (formerly known as The Bank of New York) (as successor under the Indenture to The Chase Manhattan Bank), Section 6.01(5), Section 6.01(6), Section 6.01(7), Section 6.01(8), Section 6.01(9) a banking corporation organized and Section 6.01(10) existing under the laws of the State of New York (Events of Defaultthe “Trustee”).

Amendments to the Indenture. The Indenture is hereby amended bySection 1.1 Amendments to Articles 4, 5 and 6 of the Indenture. Upon written notification to the Trustee by the Company that it has accepted for purchase and payment (the “Expiration Date”) all of the Securities validly tendered on or prior to 5 p.m., New York City time, on April 21, 2011, unless extended or earlier terminated by the Company in its sole discretion, pursuant to the Offer to Purchase, and that it has received and delivered to the Trustee the Requisite Consents to effect the Proposed Amendments under the Indenture, then automatically (without further act by any person), the following amendments shall be made to the Indenture: (ia) deleting the The following sections of the Indenture and all references thereto in the Indenture will be deleted in their entirety: · entirety and the Company and the Subsidiary Guarantors shall be released from their respective obligations under the following sections of the Indenture: Section 4.03 (Reports) · Limitation on Indebtedness); Section 4.04 (Compliance Certificate) [[NYCORP:3025596v2:4635A:10/22/07--10:57 a]] · Limitation on Restricted Payments); Section 4.05 (Taxes) · Limitation on Restrictions on Distributions from Restricted Subsidiaries); Section 4.06 (Stay, Extension Limitation on Sales of Assets and Usury Laws) · Subsidiary Stock); Section 4.07 (Restricted Payments) · Limitation on Affiliate Transactions); Section 4.08 (Dividend and Other Payment Restrictions Affecting Subsidiaries) · Limitation on Line of Business); Section 4.09 (Incurrence Change of Indebtedness and Issuance of Preferred Stock) · Control); Section 4.10 (Asset Sales) · Limitation on Liens); Section 4.11 (Transactions with Affiliates) · Limitation on Sale/Leaseback Transactions); • Section 4.12 (Liens) · Future Guarantors); Section 4.13 (Business Activities) · Compliance Certificate); Section 4.14 (Corporate Existence) · Further Instruments and Acts); Section 4.15 5.01. (Offer to Repurchase Upon Change of Control) · Section 4.16 (Limitation on Sale and Leaseback Transactions) · Section 4.17 (Payments for Consents) · Section 4.18 (Future Subsidiary Guarantees) · Section 4.19 (Designation of Restricted and Unrestricted Securities) · Section 4.20 (Changes in Covenants when Notes Rated Investment Grade) · Section 5.01 (Exchange, Consolidation When Company May Merge or Sale of Transfer Assets) · Section 5.02 (Successor Corporation Substituted) · Section 10.04 only with respect to clauses (Guarantors May Consolidate, etc. on Certain Terms) · Section 6.01(3a)(2), Section 6.01(4(a)(3), Section 6.01(5(a)(4), Section 6.01(6(a)(5), Section 6.01(7), Section 6.01(8), Section 6.01(9(b)(2) and (b)(3)); and Section 6.01(10) 6.01. (Events of Default) (only with respect to clauses (4), (5), (6), (7), (8) and (9)). Failure to comply with the terms of any of the foregoing Sections of the Indenture shall no longer constitute a Default or an Event of Default under the Indenture and shall no longer have any other consequence under the Indenture.

Amendments to the Indenture. The Indenture is hereby amended by: (i) deleting the following sections Section 2.01. Amendments Applicable Only to Notes 7 Section 2.02. Definitions 8 Section 2.03. Amendment to Section 305 of the Indenture and all references thereto in 13 Section 2.04. Amendment to Section 306 of the Indenture in their entirety: · 14 Section 4.03 2.05. Amendment to Article One of the Indenture 14 Section 2.06. Amendment to Article Two of the Indenture 15 Section 2.07. Amendment to Section 303 of the Indenture 15 Section 2.08. Amendment to Article Four of the Indenture 15 Section 2.09. Amendment to Section 501 of the Indenture 16 Section 2.10. Amendment to Section 704 of the Indenture 18 Section 2.11. Amendment to Section 801 of the Indenture 18 Section 2.12. Amendment to Section 901 of the Indenture 19 Section 2.13. Amendment to Section 902 of the Indenture 19 Section 2.14. Amendment to Article Ten of the Indenture 19 MISCELLANEOUS PROVISIONS Section 3.01. Integral Part 25 Section 3.02. Interpretation 25 Section 3.03. Adoption, Ratification and Confirmation 25 Section 3.04. Counterparts 25 Section 3.05. Governing Law; Consent to Jurisdiction 26 Section 3.06. Conflict of Any Provision of Indenture with Trust Indenture Act of 1939 26 Section 3.07. Severability of Provisions 26 Section 3.08. Successors and Assigns 26 Section 3.09. Benefit of Ninth Supplemental Indenture 26 Section 3.10. Acceptance by Trustee 26 Section 3.11. Waiver of Jury Trial 28 Section 3.12. Force Majeure 28 ANNEX A – Form of Security THIS NINTH SUPPLEMENTAL INDENTURE (Reports) · Section 4.04 (Compliance Certificate) [[NYCORP:3025596v2:4635A:10/22/07--10:57 a]] · Section 4.05 (Taxes) · Section 4.06 (Stay, Extension and Usury Laws) · Section 4.07 (Restricted Payments) · Section 4.08 (Dividend and Other Payment Restrictions Affecting Subsidiaries) · Section 4.09 (Incurrence of Indebtedness and Issuance of Preferred Stock) · Section 4.10 (Asset Sales) · Section 4.11 (Transactions with Affiliates) · Section 4.12 (Liens) · Section 4.13 (Business Activities) · Section 4.14 (Corporate Existence) · Section 4.15 (Offer to Repurchase Upon Change of Control) · Section 4.16 (Limitation on Sale and Leaseback Transactions) · Section 4.17 (Payments for Consents) · Section 4.18 (Future Subsidiary Guarantees) · Section 4.19 (Designation of Restricted and Unrestricted Securities) · Section 4.20 (Changes in Covenants when Notes Rated Investment Grade) · Section 5.01 (Exchange, Consolidation or Sale of Assets) · Section 5.02 (Successor Corporation Substituted) · Section 10.04 (Guarantors May Consolidate, etc. on Certain Terms) · Section 6.01(3this “Ninth Supplemental Indenture”), Section 6.01(4dated as of August 15, 2017, between Diamond Offshore Drilling, Inc., a Delaware corporation (the “Company”), Section 6.01(5and The Bank of New York Mellon Trust Company, N.A. (successor to The Bank of New York Mellon which was previously known as The Bank of New York) (as successor under the Indenture (as defined below) to The Chase Manhattan Bank), Section 6.01(6), Section 6.01(7), Section 6.01(8), Section 6.01(9) and Section 6.01(10) a national banking association duly organized under the laws of the United States (Events of Defaultthe “Trustee”).

Amendments to the Indenture. The Indenture is hereby amended byUpon written notification to the Trustee by the Company that it has accepted for purchase and payment pursuant to the Offer all Notes validly tendered pursuant to the Offer on or prior to 5:00 p.m., New York City time, on August 19, 2005, then automatically (without further act by any person), with respect to the Notes: (ia) deleting the Company shall be released from its obligations under the following sections of the Indenture and all references thereto in the Indenture in their entiretyIndenture: · Section 3.09 (Offer to Purchase by Application of Excess Proceeds); Section 4.03 (Reports) · ); Section 4.04 (Compliance Certificate) [[NYCORP:3025596v2:4635A:10/22/07--10:57 a]] · ); Section 4.05 (Taxes) · Section ); 4.06 (Stay, Extension and Usury Laws) · ); Section 4.07 (Restricted Payments) · ); Section 4.08 (Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries) · ); Section 4.09 (Incurrence of Indebtedness and Issuance of Preferred Stock) · ); Section 4.10 (Asset Sales) · ); Section 4.11 (Transactions with Affiliates) · ); Section 4.12 (Liens) · ); Section 4.13 (Business Activities) · Section 4.14 (Corporate Existence) · ); Section 4.15 (Offer to Repurchase Upon Change of Control) · ); Section 4.16 (Limitation on Antilayering); Section 4.17 (Sale and Leaseback Transactions) · Section 4.17 (Payments for Consents) · ); Section 4.18 (Future Subsidiary Guarantees) · Section 4.19 (Designation of Restricted and Unrestricted Securities) · Subsidiaries); Section 4.20 (Changes in Covenants when Notes Rated Investment Grade) · Maintenance of Financial Condition); Section 4.21 (Payments for Consent); Section 4.22 (Additional Note Guarantees); Section 5.01 (ExchangeMerger, Consolidation Consolidation, or Sale of Assets) · ); and Section 5.02 (Successor Corporation Substituted); (b) · Section 10.04 failure by the Company to comply with the terms of any of the foregoing Sections of the Indenture shall no longer constitute a default or an Event of Default under the Indenture and shall no longer have any other consequence under the Indenture; (Guarantors May Consolidate, etc. on Certain Termsc) · Section 6.01(3the occurrence of the events described in Sections 6.01 (3), Section 6.01(4(4), Section 6.01(5(5), Section 6.01(6(6), Section 6.01(7(7), Section 6.01(8(8), (9), Section 6.01(9(10), (11) and Section 6.01(10(12) (shall no longer constitute Events of Default; (d) the conditions to legal defeasance and covenant defeasance specified in Sections 8.04(2), (3), (4), (5), (6) and (7) are deleted in their entirety; and (e) all definitions set forth in Section 1.01 of the Indenture that relate to defined terms used solely in covenants or sections deleted hereby are deleted in their entirety.