ISIN: NO Atlantica Tender Drilling Ltd. Second Lien Callable Bond Issue 2014/2019

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Curtis Barton
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1 NORDIC TRUSTEE Denne melding til obligasjonseieme er kun utarbeidet på engelsk. For informasjon vennligst kontakt Nordic Trustee ASA To the bondholders in: ISIN: NO Tender Drilling Second Lien Callable Bond Issue 2014/2019 Sum m ons to Bondholders Meeting 1. Introduction Nordic Trustee ASA acts as Bond Trustee for the above mentioned Bond Issue. Oslo, 7 June 2017 All capitalised terms used herein shall have the meaning assigned to them in the bond agreement made between the Issuer and the Bond Trustee (originally among BassDrill Beta and Bond Trustee), originally dated 23 April 2013, amended and restated on 22 September 2014 and amended on 19 January 2016 (the "Bond Agreement") in respect of the above mentioned Bond Issue, unless otherwise stated herein. References to Clauses and paragraphs are references to Clauses and paragraphs in the Bond Agreement. The Issuer has requested the Bond Trustee to summon a Bondholders Meeting to consider the approval of the proposed waivers and amendments further described under the Proposal in section 2 below. The information in this summons regarding the Issuer and market conditions are provided by the Issuer, and the Bond Trustee expressly disclaims all liability whatsoever related to such information. 2. The Proposal Share Repurchases: The Issuer has purchased 9,124,045 of its own shares for a total transaction value of US$ 2,256,719 (the "Share Repurchases"). Clause 13.4 of the Bond Agreement states that the Issuer shall not make any "repurchase of shares", thus Share Repurchases entails a breach of the covenant. The Share Repurchases were done by three transactions, cf. the below table. The shares were purchased in the market, employing the services of a broker. None of shares were sold by any Issuer primary insider. L VI

2/7 trade Date Settlement (late Broker Contract Note No. No. Share?. Price x chance Rate Price USD Transaction Value 26-Sep-16 28*5ep-16 Pareto 849303304 4,033.500 L50 8.097 0.185 748.

2 2/7 trade Date Settlement (late Broker Contract Note No. No. Share?. Price x chance Rate Price USD Transaction Value 26-Sep-16 28*5ep-16 Pareto , L Oct Oct-16 Pareto 8S ^8.900 ISO , Oct-16 O l-n ov-16 Pareto SO j Sum 9,124,045 2, ,256,719 USD The amount employed to purchasing the shares is relatively small. As per 31 December 2016 the Issuer s cash balances totalled US$ 33.2 million and per the recent most compliance certificate, the Issuer was in compliance with all covenants, for most of them with a substantial buffer. The Issuer expects to be able to report at the same level of compliance at the next compliance certificate. The Issuer has been in dialogue with the Bond Trustee and Bondholders representing approximately 50% of the Voting Bonds regarding the Share Repurchases, and the said Bondholders have provided the Issuer with binding undertakings vote in favour of the granting of a waiver from Clause 13.4 of the Bond Agreement in relation to the Share Repurchases (the "Share Repurchases Waiver"). The Issuer hereby formally requests the granting of such Share Repurchases Waiver. Replacement of officer in the Beta Operator: As a Brazilian corporation (Ltda) the Beta Operator needs to have an officer appointed. The previous officer has left the organisation and the Beta Operator consequently needs to appoint a new officer. In accordance with previous practice, the Beta Operator will appoint the new General Manager of the Issuer (Mr. Paulo Faria) as new officer in the Beta Operator. The appointment of Mr. Paulo Faria requires an amendment to the Articles of Association of the Beta Operator. Clause 13.8 of the Bond Agreement specifies that the Beta Operator shall not amend its constitutional documents without the consent of the Bond Trustee. Consequently the Issuer requests consent to the appointment of the new officer of the Beta Operator (the Appointment of Officer ). Transfer of quotas in the Beta Operator: The Issuer is contemplating to undertake a minor reorganisation within the Group (the "Reorganisation") based on the overall management of the Company's affairs. The Reorganisation involves transfer of the ownership of the quotas (shares) in BassDrill Brasil Servicos de Petroleo Ltda (Brasil) (the "Beta Operator") and the shares in International B.V. (which is not an Obligor) from BassDrill Beta B.V. (Holland) (the "Beta Charterer") to the newly established company Holding B.V. (Holland) ("HoldCo Holland"). Both the Beta Charterer and HoldCo Holland are indirectly wholly owned subsidiaries of the Issuer. For information, organisation charts showing the ownership structure of the relevant companies before and after the contemplated reorganisation is enclosed hereto as Schedule 3. The Reorganisation requires consent from the Bondholders pursuant to the Bond Agreement. The Beta Operator Share Pledge will also need to be amended so that HoldCo Holland accedes to the Beta Operator Share Pledge and replaces the Beta Charterer as assignor of the relevant quotas under the Beta Operator Share Pledge (the "Amendment to the Beta Operator Share Pledge"). Furthermore, since security has been provided over the shares in the Beta Charterer pursuant to the Beta Charterer Share Pledge, a pledge will be granted over the shares in HoldCo Holland (the "HoldCo Holland Share Pledge") in favour of the creditors under the Senior Bank Facility and the Bond Agreement in accordance with the provisions of the Intercreditor Agreement.

3 3/7 The Issuer has obtained a consent letter from the Agent acting on the instructions of the finance parties under the Senior Bank Facility approving the Reorganisation for the purpose of the Senior Bank Facility. Furthermore, Bondholders representing approximately 50% of the Voting Bonds have provided the Issuer with binding undertakings vote in favour of the approval of the Reorganisation and Reorganisation Amendments. Proposed amendments to the Bond Agreement to document the Restructuring: The proposed amendments to the Bond Agreement (the Reorganisation Amendments ) are set out in Schedule 2 {Form o f Amendment Agreement). 3. Further information For more detailed information and questions to the Issuer, please contact Lasse B. Kjelsas, Chief Financial Officer of the Issuer, telephone number or lasse.kielsas@atlanticad.com For further questions to the Bond Trustee, please contact Vivian Trasch at mail@nordictrustee.com or telephone Evaluation of the Proposal The proposal is put forward to the Bondholders without further evaluation or recommendation from the Bond Trustee, and the Bond Trustee emphasises that each Bondholder should cast its vote in the Bondholders Meeting based on its own evaluation of the proposal. 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. The Bond Trustee urges each Bondholder to seek advice in order to evaluate the proposal. 5. Sum m ons for Bondholders Meeting: Bondholders are hereby summoned to a Bondholders meeting: Time: Place: 21 June 2017 at 13:00 hours (Oslo time), The premises of Nordic Trustee ASA, Haakon VIIs gt 1, 0161 Oslo - 6th 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 proposal. It is proposed that the Bondholders meeting resolve the following: The Bondholders' Meeting approves the Share Purchase Waiver and the Appointment of Officer, each as described in Section 2 o f the Summons to this Bondholders' Meeting with effect from the time o f such approval.

4/7 The Bondholders' Meeting approves the Reorganisation, the Reorganisation Amendments, the Amendment to the Beta Operator Share Pledge and the HoldCo Holland Share Pledge, each as described in

4 4/7 The Bondholders' Meeting approves the Reorganisation, the Reorganisation Amendments, the Amendment to the Beta Operator Share Pledge and the HoldCo Holland Share Pledge, each as described in Section 2 of the Summons to this Bondholders' Meeting. The Bond Trustee is hereby authorised to prepare, negotiate, finalise and enter into the necessary agreements in connection with documenting the decisions made at the Bondholders' Meeting, as well as to carry out the necessary completion work, including agreeing on necessary amendments to the Bond Agreement and any other Finance Documents. * * * To approve the above resolutions, Bondholders representing more than two thirds of the Voting Bonds represented (in person or by proxy) must vote in favour of the resolutions. In order to have a quorum, at least!4 of the Voting Bonds must be represented at the Bondholders Meeting. If the above resolutions are not adopted, the Bond Agreement will remain unchanged. Please find attached a Bondholder s Form from the Securities Depositoiy (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; (i) 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 Nordic 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 Nordic Trustee to vote, must then be returned to Nordic Trustee in due time before the meeting is scheduled (by scanned , telefax or post to mail@nordictrustee.com, , or Nordic Trustee ASA, PO Box 1470 Vika, 0116 Oslo, Norway). The record date is close of business on the day prior to the date of the Bondholders Meeting. 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 Nordic Trustee, to notify Nordic Trustee by telephone or by (as 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 Vivian Trøsch Enclosed: Bondholder s Form Form of Amendment Agreement Organisation chars pre and post contemplated reorganisation

5 5/7 Schedule 1 Bondholder s Form

6 Schedule 2 Form of Amendment Agreement

7 DRAFT 19 MAY 2017 ISIN NO AMENDMENT AGREEMENT dated [ ] 2017 to the Bond Agreement originally dated 23 April 2013, as amended and restated on 22 September 2014 between Tender Drilling Limited (Issuer) and Nordic Trustee ASA (Bond Trustee) on behalf of the Bondholders in the bond issue Tender Drilling Second Lien Callable Bond Issue 2014/2019 # /8 1 (8)

8 CONTENTS Clause Page 1. THE SCOPE OF THE AMENDMENT AGREEMENT DEFINITIONS AMENDMENTS TO THE BOND AGREEMENT REPRESENTATIONS AND WARRANTIES MISCELLANEOUS...6 SCHEDULE 1 Conditions Precedent # /8 2 (8 )

9 DRAFT 19 MAY 2017 ISIN NO THIS AMENDMENT AGREEMENT is dated [ ] 2017 and made between: (1) Tender Drilling (a company existing under the laws of Bermuda with registration number as issuer (the Issuer ), and (2) Nordic Trustee ASA (a company existing under the laws of Norway with registration number ) as bond trustee (the Bond Trustee ). 1. THE SCOPE OF THE AMENDMENT AGREEMENT The Amendment Agreement comprises amendments to the bond agreement relating to the bond issue Tender Drilling Second Lien Callable Bond Issue 2014/ ISIN NO (the Bond Agreement ), based on the resolution adopted at the Bondholders Meeting held on [ ] DEFINITIONS In this Agreement, including the preamble hereto (unless the context otherwise requires), all capitalised terms or expressions shall have the meaning ascribed to such term in the Bond Agreement unless otherwise explicitly defined herein. Agreement means this amendment agreement. Effective Date means the date when the Bond Trustee has confirmed in writing to the Issuer that it has received all of the documents and evidence set out in Schedule 1 (Conditions precedent), each in a form and substance satisfactory to it, the date of delivery of the conditions precedent to be no later than [ ] The Bond Trustee may, in its reasonable opinion, waive the deadline or requirements for documentation as set forth in Schedule 1 (Conditions precedent). HoldCo Holland means (Holding) B.V., a company registered in Holland with trade register number and 100% directly owned by Interco. HoldCo Holland Share Pledge means a share pledge granted by the Interco over all of the shares (100%) in HoldCo Holland, together with (to the extent legally possible), inter alia, letters of resignation (effective upon an Event of Default) from the current board members and covenants to obtain such from future board members under relevant law. 3. AMENDMENTS TO THE BOND AGREEMENT The Bond Agreement is hereby amended as follows: (a) A new definition of International shall be included in Clause 1.1 of the Bond Agreement: International means International B.V., a company registered in Holland with trade register number and 100% directly owned by HoldCo Holland. (b) The definition of Beta Operator in Clause 1.1 of the Bond Agreement be amended by replacing Beta Charterer with HoldCo Holland. (c) The definition of Beta Operator Share Pledge in Clause 1.1 of the Bond Agreement shall read as follows: # /8 3 (8)

10 Beta Operator Share Pledge means a pledge granted by the HoldCo Holland and the Rig Manager over all of the shares in the Beta Operator, together with (to the extent legally possible), inter alia, letters of resignation (effective upon an Event of Default) from the current board members and covenants to obtain such from future board members under relevant law. (d) (e) The definition of Guarantors in Clause 1.1 of the Bond Agreement shall be amended by including HoldCo Holland as Guarantor together with the other Guarantors. A new definition of HoldCo Holland shall be included in Clause 1.1 of the Bond Agreement: HoldCo Holland means (Holding) B.V., a company registered in Holland with trade register number and 100% directly owned by Interco. (f) A new definition of HoldCo Holland Share Pledge shall be included in Clause 1.1 of the Bond Agreement: HoldCo Holland Share Pledge" means a share pledge granted by the Interco over all of the shares (100%) in HoldCo Holland, together with (to the extent legally possible), inter alia, letters of resignation (effective upon an Event of Default) from the current board members and covenants to obtain such from future board members under relevant law. (g) The definition of Security Interests in Clause 1.1 of the Bond Agreement be amended by adding: (p) HoldCo Holland Share Pledge; (h) (i) (j) (k) Clause (a) of the Bond Agreement shall be deleted. Clause 13.4 (a) (Ownership to Obligors) shall be amended by including and HoldCo Holland after the Beta Charterer. Clause (a) (Ownership) shall be amended by including and HoldCo Holland after the Rig Owners. A new Clause (HoldCo Holland Covenants) shall be included in the Bond Agreement: HoldCo Holland Covenants The Issuer shall procure that HoldCo Holland complies with the covenants in this Clause (a) Mergers It shall not carry out any merger or other business combination or corporate reorganization involving a consolidation of the assets and obligations of HoldCo Holland with any other companies or entities. # /8 4 (8 )

11 (b) De-mergers It shall not carry out any de-merger or other corporate reorganization involving a split of HoldCo Holland into two or more separate companies or entities. (c) Continuation of business Not cease to carry out its business or substantial change the general nature of its business. (d) Single Purpose Company Remain a single-purpose company, owning the Beta Operator and International B. V.. (e) Arm s length transactions Not enter into any transaction with any person except on arm s length terms and for fair market value. (f) Corporate status Not change its type of organization or jurisdiction of incorporation. (g) Compliance with laws Carry on its business in accordance with acknowledged, careful and sound practices in all aspects and comply in all respects with all laws and regulations it or they may be subject to from time to time. Breach of these obligations shall be regarded as non-compliance only if such breach would have a Material Adverse Effect. (h) Ownership It shall maintain a 100% (direct) ownership over all the shares and control over all the voting rights of the Beta Operator and International. (i) Disposal of Business It shall not sell or otherwise dispose of all or a substantial part of its assets or operations. (j) Constitutional Documents Not amend its constitutional documents. Any amendment relating to the issuance of new shares in connection with conversion of debt to equity or otherwise is permitted, provided that such shares are subject to a Security Interest. (k) Restrictions on contractual obligations Not agree to any contractual obligation (or encumbrance) restricting its right to pay dividends or make other distributions to its shareholders. # /8 5(8)

12 (1) No financial support Not grant any loans, guarantees, security or other financial assistance to any party, other than (A) the guarantees and security granted by it as security for the Bond Issue, Senior Bank Facility and Permitted Hedging and (B) Intra-Group Loans. (m) Negative Pledge Not create or permit to subsist any security over any of its assets or enter into arrangements having a similar effect except for security granted as security for the Bond Issue, the Senior Bank Facility and Permitted Hedging. (n) Financial Indebtedness Restrictions and restriction on other liabilities Not incur, create or permit to subsist any Financial Indebtedness or other liabilities (including without limitations advances owing to any Group Company, trade credits and performance bonds), other than Intra-Group Loans. (o) Investment Restrictions Not invest or take part in any other activity than solely related to the ownership of the Beta Operator and International. 4. REPRESENTATIONS AND WARRANTIES The Issuer represents and warrants, on the date of this Amendment Agreement and on the Effective Date, that the representations and warranties in Clause 7.1 (Representations and Warranties) of the Bond Agreement, except for Clause 7.1 (h) in the Bond Agreement, are true and correct in all material respect. 5. MISCELLANEOUS (a) (b) The provisions of the Finance Documents shall, save as amended by this Agreement, continue in full force and effect. All references in each Finance Document to the Bond Agreement shall be deemed to be references to the Bond Agreement as amended by this Agreement. The Issuer hereby confirm, agree and undertake, that each and all the Security Interests provided and/or created by them under the Security Documents shall continue in full force and effect as security for the obligations and liabilities under the Finance Documents (including the Bond Agreement as amended by this Agreement). (c) The provisions of Clause 18.7 (Dispute resolution and legal venue) of the Bond Agreement shall be incorporated into this Agreement as if set out in full in this Agreement and as if references in those clauses to this Bond Agreement are references to this Agreement. (d) This Agreement shall constitute a Finance Document for the purposes of the Bond Agreement. # /8 6 (8)

13 A tlantica Tender Drilling Nordic T rustee ASA Issuer Bond Trustee This Amendment Agreement has been executed in two - copies (originals), of which the Issuer and the Bond Trustee keep one each. # /8 7 (8)

14 SCHEDULE 1 Conditions Precedent 1. This Agreement, duly executed. 2. Copies of all necessary corporate resolutions of the relevant Obligors. 3. A power of attorney from the relevant Obligors to relevant individuals for their execution of the Finance Documents, or extracts from the relevant register or similar documentation evidencing such individuals authorisation to execute the such documents on behalf of the relevant Obligor. 4. Copies of (i) the Certificate of Incorporation or other similar official document for the relevant Obligors, evidencing that it is validly registered and existing and (ii) the Articles of Association (or equivalent) of the relevant Obligors. 5. The first amendment to the agreement for the fiduciary transfer of quotas in respect of the Beta Operator. 6. The HoldCo Holland Share Pledge. 7. A Senior Bank Accounts Pledge over any bank account of HoldCo Holland (subject to the threshold in Clause 13.5 (c) of the Bond Agreement), if applicable. 8. Accession letter from HoldCo Holland to the Intercreditor Agreement 9. Consent from the Agent to the Bond Trustee to the amendments which relates to representations, warranty, undertaking or event of default under this Agreement. 10. Any legal opinions reasonably required by the Bond Trustee. 11. Any other document or other evidence reasonably requested by the Bond Trustee. # /8 8(8)

15 Schedule 3 Organisation chars pre and post contemplated reorganisation

Tender Drilling Legal Entity Organization Chart A s of December 31 2016 Tender Drilling (Bermuda) 1oo% Management (USA) Inc.

16 Tender Drilling Legal Entity Organization Chart A s of December Tender Drilling (Bermuda) 1oo% Management (USA) Inc. (USA) 100% Atla itica Intern ational (Bernluda) (Malta) Holding (Malta) 9 9 % (1% AM) 25.26% BassDrill Alpha Shareco (Bermuda.) BassDrill Alpha Shareco owns 7.5% of BassDrill Alpha Parent 100% 9 9 % ( l% ATDL) 9 9 % h % ATDL) 9 9 % (1 / ATDL) Int l (Norway Branch) BassD ill Beta (Ma Ita) Delta (Malta) BDA (Malta) 100% BassD ill Beta B. V. (Hoi and) Delta (Congo Branch) 99% (1 % ATDL) Gamma (Malta) 49.9% 100% % (1 Quota Share AM) International B.V. (Holland) BassDrill Brasil Servicos de Petroléo. (Brazil) BassDrill Alpha (Congo Branch)

j Tender Drilling Legal Entity Organization Chart :

(Norway Branch) (Malta) Holding (Malta) I 9 9 % (1 %

) 9 9 % ( I % ATDL) 100% 9 9 % ;1%ATD L) BassDrill

17 j Tender Drilling Legal Entity Organization Chart : Post Implementation of Proposal Tender Drilling (Bermuda) Management (USA) Inc. (USA) 100% 100% International (Bermuda) 100% Int l (Norway Branch) (Malta) Holding (Malta) I 9 9 % (1 % AM) 25.26% BassDrill Alpha Shareco (Bermuda.) 9 9 % ( I % ATDL) 100% 9 9 % ;1%ATD L) BassDrill Beta (Malta) of BassDrill Alpha Parent 9 9 % (1 % ATDL) [T o o % BassDrill Beta B.V. (Holland) (Holding) B.V. (Holland) Delta (Congo Branch) 9 9 % (1% ATDL) Gamma (Malta) 49.9% BassDrill Alpha (Congo Branch)

Denne meldingen til obligasjonseierne er kun utarbeidet på engelsk. For informasjon vennligst kontakt Nordic Trustee ASA.

NORDIC TRUSTEE Denne meldingen til obligasjonseierne er kun utarbeidet på engelsk. For informasjon vennligst kontakt Nordic Trustee ASA. To the bondholders in: ISIN: NO 001 063322.5-12 per cent Deep Drilling