Denne melding til obligasjonseierne er kim utarbeidet på engelsk. For informasjon vennligst kontakt Nordic Trustee ASA To the bondholders in: ISIN NO 001 070098.2-7.50% Oro Negro Drilling Pte. Ltd. Senior Secured Bond Issue 2014/2019 Oslo, 11 March 2016 Summons to Bondholders Meeting - proposal for amendments Nordic Trustee ASA (previously Norsk Tillitsmann ASA) (the Bond Trustee ) acts as trustee for the bondholders (together, the Bondholders ) in the abovementioned bond issue (the Bonds or the Bond Issue ), a bond loan of USD 725,000,000 issued by Oro Negro Drilling Pte. Ltd. (the Issuer ). Capitalized terms used herein (including any attachment hereto) shall have the meaning assigned to them in the bond agreement dated 24 January 2014 (as amended and restated from time to time, the Bond Agreement ), unless otherwise stated herein. The information in this summons regarding the Issuer and the described transactions is provided by the Issuer, and the Bond Trustee expressly disclaims all liability whatsoever related to such information. 1 BACKGROUND 1.1 Introduction This summons letter is issued in order to seek approval from the Bondholders of the Proposal (as defined below). 2 THE PROPOSAL The Issuer has approached the Bond Trustee to convene a meeting of Bondholders ( Bondholders Meeting ) in order to consider the following proposal (the Proposal ): 1. Approval of the amendment and restatement of Clause 16.2.4 of the Bond Agreement in its entirety to read: The summons to a Bondholders Meeting shall be dispatched no later than five (5) Business Days prior to the date o f the Bondholders Meeting. The summons and a confirmation o f each Bondholder s holdings o f Bonds shall be sent to all Bondholders registered in the Securities Depository at the time o f distribution. The Exchange shall also be informed if the Bonds are listed
2. Approval of the amendment of Clause 1.1 of the Bond Agreement to add the following definition immediately before the definition of Voting Bonds to read: Written Resolution means a written (or electronic) resolution for a decision making among the Bondholders, as set out in Clause 16.5 (Written Resolutions,). ; and 3. Approval of the amendment of Clause 16 of the Bond Agreement to add the following Clause 16.5 immediately after Clause 16.4: 16.5 Written Resolutions (a) (b) (c) Subject to the tenns o f this Bond Agreement, anything which may be resolved by the Bondholders in a Bondholders Meeting pursuant to Clause 16.1 (Authority o f the Bondholders Meeting) may also be resolved by way o f a Written Resolution. A Written Resolution passed with the relevant majority is as valid as if it had been passed by the Bondholders in a Bondholders' Meeting, and any reference in any Finance Document to a Bondholders Meeting shall be construed accordingly. The person requesting a Bondholders Meeting pursuant to Clause 16.2 may request that the relevant matters to be resolved at such Bondholders Meeting be resolved by Written Resolution only. The summons fo r the Written Resolution shall be sent by the Bond Trustee, within three (3) Business Days after receipt o f the request, to all Bondholders registered in the Securities Depository at the time the summons is sent from the Securities Depository and published by the Bond Trustee at the Bond Trustee s web site, other relevant electronic platform, or via press release issued by the Bond Trustee. The Exchange shall also be informed if the Bonds are listed. (d) The provisions set out in Clause 16.1 (Authority of the Bondholders Meeting), 16.2 (Procedural rules for Bondholders meetings,), Clause 16.3 (Resolutions passed at Bondholders Meetings,) and Clause 16.4 (Repeated Bondholders Meeting) shall apply mutatis mutandis to a Written Resolution, except that: (ii) the provisions set out in Clauses 16.2.4, 16.2.8, 16.2.9, 16.2.10 and 16.2.11; or provisions which are otherwise in conflict with the requirements o f this Clause 16.5 (Written Resolutions), shall not apply to a procedure undertaken pursuant to this Clause 16.5. (e) The summons fo r a Written Resolution shall include: (ii) instructions as to how to vote with respect to each separate item in the summons (including instructions as to how voting can be done electronically if relevant); and the time limit within which the Bond Trustee must have received all votes necessary in order fo r the items set forth in the Written Resolution to be passed with the requisite majority (the Voting Period ), such Voting Period to be at least three (3) Business Days but not more than fifteen (15) Business Days from
the date o f the summons, provided however that the Voting Period fo r a Written Resolution summoned pursuant to Clause 16.4 (Repeated Bondholders Meeting) shall be at least ten (10) Business Days but not more than fifteen (15) Business Days from the date o f the Summons. (f) (g) (h) Only Bondholders o f Voting Bonds or the beneficial owner thereof having presented relevant evidence to the Bond Trustee, will be counted when determining whether the requisite majority for approval o f the items set forth in the Written Resolution has been reached. A Written Resolution is passed when the requisite majority set out in Clause 16.3.4 or Clause 16.3.5, as applicable, o f the Bond Agreement has been achieved, based on the total number o f Voting Bonds, even if the relevant voting period has not yet expired. A Written Resolution may also be rejected if the sufficient numbers o f negative votes are received prior to the expiry o f the Voting Period. The effective date o f a Written Resolution passed prior to the expiiy o f the Voting Period is the date when the Written Resolution is approved by the last Bondholder that results in the necessary voting majority being achieved. I f a Written Resolution is not passed prior to the expiry o f the Voting Period, the number o f votes shall be calculated by the Bond Trustee at the close o f business on the last day o f the Voting Period, and a decision will be made based on the quorum and majority requirements set out in Clauses 16.3.3 to 16.3.5 o f the Bond Agreement as to whether such resolutions have been passed as if such voting had been undertaken in a Bondholders Meeting. The Proposal shall be effective on the date on which each of the following conditions precedent have been satisfied (or waived), as determined by the Bond Trustee: confirmation from the Bond Trustee to the Issuer of a due approval by the necessary 2/3 (twothirds) majority of Voting Bonds represented at the Bondholders Meeting, as per Clause 16.3.5 of the Bond Agreement; (ii) an amendment agreement to the Bond Agreement duly documenting the resolutions of the Bondholders Meeting and duly executed by the Issuer and the Bond Trustee; (iii) the delivery to the Bond Trustee of any legal opinions as may be reasonably required by the Bond Trustee in relation to the implementation of the Proposal and confirming the due execution by the parties thereto of the amendment agreement referred to in item (ii) above; and (iv) all necessary corporate resolutions of all the parties (except the Bond Trustee) to the amendment agreement referred to in item (ii), above, having been duly made and delivered to the Bond Trustee. 3 Further information Bondholders may contact the financial advisors ( Advisors ) as follows for further information:
Moelis & Co. Zul Jamal e-mail: zul.iamal@moelis.com telephone: +1 (212) 883 3813 The Advisors act solely for the Issuer and no one else in connection herewith. No due diligence investigations have been carried out by the Advisors with respect to the Issuer, and the Advisors expressly disclaim any and all liability whatsoever in connection with the Proposal (including but not limited to the information contained herein). For further questions to the Bond Trustee, please contact Olav Slagsvold at mail@ o r+ 47 22 87 94 00. 4 Evaluation and non-reliance The Proposal is put forward to the Bondholders without further evaluation or recommendations from the Bond Trustee. Nothing herein shall constitute a recommendation to the Bondholders by the Bond Trustee. The Bondholders must independently evaluate whether the Proposal is acceptable and vote accordingly. 5 SUMMONS FOR BONDHOLDERS MEETING Bondholders are hereby summoned to a Bondholders Meeting: Time: Place: 30 March 2016 at 13:00 hours (Oslo time) The premises of Nordic Trustee ASA, Haakon Vns gt 1, 0161 Oslo - 6(h floor Agenda: 1. Approval of the summons. 2. Approval of the agenda. 3. Election of two persons to co-sign the minutes together with the chairman. 4. Request for adoption of the Proposal: It is proposed that the Bondholders Meeting resolves the following: The Bondholder s Meeting approves the Proposal as described in section 2 o f the summons for the Bondholders Meeting and directs the Bond Trustee to prepare and make available to the Issuer and the Bondholders (by electronic mail if requested) a conformed copy o f the Bond Agreement incorporating the amendments made to the same by the Proposal (if passed) and all previous amendment agreements, as soon as practicable. The Bond Trustee is hereby authorised to execute and deliver an amendment agreement adopting the proposed amendments set out in items 1-3 o f the Proposal as defined in the summons to the Bondholder s Meeting dated 11 March 2016. To approve the above resolution, Bondholders representing more than 2/3 of the Bonds represented in person or by proxy at the Bondholders Meeting must vote in favour of the resolution. In order to have a quorum, at least 1/2 of the Voting Bonds must be represented at the meeting. Please find attached a Bondholder s Form from the Securities Depository (VPS), indicating your bondholding at the printing date. The Bondholder s Form will serve as proof of ownership of the
Bonds and of the voting rights at the Bondholders Meeting. (If the bonds are held in custody - i.e. the owner is not registered directly in the VPS - the custodian must confirm; the owner of the bonds, (ii) the aggregate nominal amount of the bonds and (iii) the account number in VPS on which the bonds are registered.) The individual Bondholder may authorise the Bond Trustee to vote on its behalf, in which case the Bondholder s Form also serves as a proxy. A duly signed Bondholder s Form, authorising the Bond Trustee to vote, must then be returned to the Bond Trustee in due time before the meeting is scheduled (by scanned e-mail, telefax or post to post@trustee.no. +47 22 87 94 10, or Nordic Trustee ASA, PO Box 1470 Vika, 0116 Oslo, Norway). In the event that Bonds have been transferred to a new owner after the Bondholder s Form was made, the new Bondholder must bring to the Bondholders Meeting or enclose with the proxy, as the case may be, evidence which the Bond Trustee accepts as sufficient proof of the ownership of the Bonds. For practical purposes, we request those who intend to attend the Bondholders Meeting, either in person or by proxy other than to the Bond Trustee, to notify the Bond Trustee by telephone or by e- mail (at set out at the first page of this letter) within 16:00 hours (4 pm) (Oslo time) the Business Day before the meeting takes place. Yours sincerely Nordic Trustee ASA Olav Slagsvold Enclosed: Schedule A - Bondholder s Form