Non-Official Courtesy Translation

Non-Official Courtesy Translation CONFIDENTIAL

FINANCIAL LEASING AGREEMENT WITH PURCHASE

OPTION OF A JACK-UP DRILLING UNIT

By and between

PEMEX EXPLORACIÓN Y PRODUCCIÓN

______

Dated ____, ______, 2012

1 11803353v4 Non-Official Courtesy Translation CONFIDENTIAL

Table of Contents

Page # ARTICLE 1. Definitions...... 5 1.1 Definitions...... 5 1.2 Terms Defined in the Trust Agreement, the Credit Agreement and the Engineering, Procurement and Construction Contract...... 7 1.3 Use of Singular and Plural...... 7 1.4 Headings and References...... 7 ARTICLE 2. PURPOSE OF THE CONTRACT...... 8 2.1 Lease...... 8 2.2 Use...... 8 ARTICLE 3. REMUNERATION...... 8 3.1 Initial Payment...... 8 3.2 Rent...... 8 3.3 Sole Remuneration...... 8 3.4 Financial Expenses...... 9 3.5 Excess Payments...... 9 3.6 Invoicing...... 9 3.7 Payment Dates in Non-Business Days...... 9 3.8 Advance Payments...... 9 3.9 Provisions for Payment in Pesos...... 10 3.10 Judgment Currency...... 10 ARTICLE 4. TAXES...... 10 ARTICLE 5. EFFECTIVENESS AND TERM...... 10 5.1 Effectiveness...... 10 5.2 Term...... 11 ARTICLE 6. DELIVERY...... 11 6.1 Delivery of the Jack-up Drilling Unit...... 11 8.2 Hidden Defects...... 11 8.3 Documentation of the Jack-up Drilling Unit...... 11 ARTICLE 7. USE OF THE JACK-UP DRILLING UNIT...... 11 ARTICLE 8. MOBILIZATION AND PERMITS...... 11 8.1 Mobilization...... 11 8.2 Permits and Flagging...... 12 ARTICLE 9. RISKS...... 12

ARTICLE 10. INSURANCE...... 12 10.1 Insurance During the Term of the Lease...... 12 10.2 Terms and Conditions...... 13 10.3 Insurance Policies...... 13 10.4 No Release from Obligations...... 13 10.5 Payment of Deductibles...... 13 ARTICLE 11. RESPONSIBILITY OF THE PARTIES...... 13 11.1 Indemnification by Lessor...... 13 11.2 Indemnification by the Lessee...... 14 11.3 Indemnification for Intellectual Property...... 15 11.4 Information Regarding Intellectual Property...... 16 11.5 Limits to the Responsibility of the Parties...... 16 ARTICLE 12. PROVISIONS UNDER THE CREDIT FACILITY...... 16 12.1 Lessor’s Obligations...... 16 12.2 Lessee’s Obligations...... 16 12.3 Early Termination of the Credit Facility...... 16 ARTICLE 13. LIENS...... 17 ARTICLE 14. MAINTENANCE AND DEFENSE...... 17 14.1 Maintenance...... 17 14.2 Defense...... 17 ARTICLE 15. IMPROVEMENTS AND VARIATIONS OF FORM...... 18 ARTICLE 16. INSPECTIONS...... 18 ARTICLE 17. COVENANTS OF LESSEE...... 18 ARTICLE 18. LIQUIDATED DAMAGES...... 19 ARTICLE 19. TERMINATION BY LESSEE...... 19 19.1 Termination Causes...... 19 19.2 Administrative Termination Procedure...... 20 ARTICLE 20. TERMINATION BY LESSOR...... 20 20.1 Termination Causes...... 20 ARTICLE 21. EFFECTS OF THE TERMINATION...... 21 ARTICLE 22. TERMINATION OPTION...... 21 22.1 Purchase Option Available to Lessee Upon the Expiration of the Term of this Agreement...... 21 Early Acquisition Option...... 21 ARTICLE 23. LABOR RELATIONS...... 22

ARTICLE 24. FORCE MAJEURE...... 22 ARTICLE 25. AMENDMENT...... 23 ARTICLE 26. ASSIGNMENT...... 23 ARTICLE 27. NOTICES...... 23 ARTICLE 28. APPLICABLE LAW AND JURISDICTION...... 24 28.1 Applicable Law...... 24 28.2 Arbitration...... 24 ARTICLE 29. CONFIDENTIALITY...... 24 ARTICLE 30. SEVERABILITY...... 25 ARTICLE 31. INTEGRATION OF ANNEXES...... 25 ARTICLE 32. CONTRACTUAL ACKNOWLEDGEMENT...... 26 ARTICLE 33. ANTI-CORRUPTION...... 26 ARTICLE 34. LANGUAGE...... 26 ARTICLE 35. DISPOSSESSION OR DISTURBANCE...... 27 ARTICLE 36. RATIFICATION AND REGISTRATION...... 27 ARTICLE 37. STANDING...... 27

FINANCIAL LEASE AGREEMENT WITH PURCHASE OPTION OF A JACK-UP DRILLING UNIT

FINANCIAL LEASE AGREEMENT WITH PURCHASE OPTION OF A JACK-UP DRILLING UNIT (THIS “AGREEMENT”) ENTERED INTO BY AND BETWEEN ______AS TRUSTEE OF TRUST NO.______(THE TRUST SHALL HEREINAFTER BE REFERRED TO AS “LESSOR”), REPRESENTED HEREIN BY ______, AND PEMEX EXPLORACIÓN Y PRODUCCIÓN (THE “LESSEE”), REPRESENTED HEREIN BY ______IN ACCORDANCE WITH THE FOLLOWING RECITALS, REPRESENTATIONS AND WARRANTIES AND ARTICLES

R E C I T A L S :

I. Pemex Exploración y Producción (“PEP”), a decentralized public entity of the Federal Government of the United Mexican States, carried out the restricted international invitation process to at least three persons under the application of international treaties No.______(the “Restricted Invitation Process”). II. The objective of the Restricted Invitation Process was the engagement of a financial institution that, through a trust, would finance the acquisition of a Jack-up Drilling Unit required by PEP and grant its use to PEP through a financial lease agreement with a purchase option in accordance with the decision, the Contract was adjudicated to ______. III. The winner of the Restricted Invitation Process incorporated the Trust No. _____ (the “Trust”) through a trust agreement entered into on the date of this Agreement (the “Trust Agreement”). IV. The winner of the Restricted Invitation Process has entered into a credit agreement (the “Credit Agreement”) on the date of this Agreement by virtue of which the acquisition of the Jack-up Drilling Unit will be funded in part. V. The Lessor entered into an engineering, procurement and construction contract with ____ on the date of this Agreement (the “Engineering, Procurement and Construction Contract”), by virtue of which the latter will construct and the Trust will acquire the Jack-up Drilling Unit, payment for which will be made using the Initial Payment set forth in this Agreement and the proceeds of the loans under the Credit Agreement. VI. In order for Lessor to comply with its obligations under from the Trust Agreement, the Parties wish to enter into this Agreement so that Lessor (i) shall lease the Jack-up Drilling Unit to PEP, (ii) use all of the Initial Payment set forth herein to partially pay for the Jack-up Drilling Unit; (iii) use the rents to be paid obtained pursuant to this Agreement to comply with the payment obligations under the Credit Agreement, (iv) maintain the ownership of

the Jack-up Drilling Unit during the term of this Agreement and (iv) once the obligations under the Credit Agreement shall have been satisfied and the term of this Agreement shall have expired, transfer the ownership of the Jack-up Drilling Unit to PEP pursuant to the terms set forth in this Agreement.

R E P R E S E N T A T I O N S A N D W A R R A N T I E S

I. LESSOR REPRESENTS AND WARRANTS THAT: I.1 All of its representations and warranties are true and correct. I.2 It is the Trustee of an irrevocable administration and payment trust identified as Trust ______, evidenced in Public Deed No. ______, granted before Notary Public No. ___ of ______, Lic. ______. I.3 Its legal representative has the required legal authority to execute this Agreement, as evidenced by Public Deed No. ______, granted before Notary Public No. ___ of ______, Lic. ______, dated ______and registered before the Public Registry of Property and Commerce under the Commercial File No. ______dated ______, ____. I.4 It is the owner, or shall acquire the ownership, of the Jack-up Drilling Unit that shall be leased to Lessee free from any Lien. I.5 It is his intention to enter into this Agreement to carry out the purposes set forth herein. I.6 It knows the content of and the requirements set forth in the: (i) Ley Reglamentaria del Artículo 27 Constitucional en el Ramo del Petróleo y su Reglamento; (ii) Ley de Petróleos Mexicanos y su Reglamento; (iii) Disposiciones Administrativas de Contratación en Materia de Adquisiciones, Arrendamientos, Obras y Servicios de las Actividades Sustantivas de Carácter Productivo de Petróleos Mexicanos y Organismos Subsidiarios; and (iv) the annexes that, once dully executed by the parties, constitute an integral part of this Agreement. I.7 It meets all the legal requirements and has all the necessary authorizations to execute this Agreement and perform its obligations hereunder, and neither it nor any third party associated with it is in any of the circumstances set forth in articles 59 of the Ley de Petróleos Mexicanos and 12 of the Disposiciones Administrativas de Contratación en Materia de Adquisiciones, Arrendamientos, Obras y Servicios de las Actividades Sustantivas de Carácter Productivo de Petróleos Mexicanos y Organismos Subsidiarios. I.8 Its domicile for purpose of this Agreement is ______. I.9 The execution of this Agreement by Lessor falls within the purposes of the Trust. I.10 The execution by Lessor of this Agreement, the Trust Agreement, the Credit Agreement and the Engineering, Procurement and Construction Contract and performance

by Lessor of its obligations hereunder and thereunder have been duly authorized by all necessary acts whether of administrative or corporate nature, and therefore they constitute legal and valid obligations of Lessor, enforceable in accordance with their respective terms, and the Lessor does not require any governmental authorization or filing nor any authorization from a third party for the execution of this Agreement, of for the validity or enforceability hereof, or for the performance of its obligations pursuant to this Agreement. I.11 The execution of this Agreement, the Trust Agreement, the Credit Agreement and the Engineering, Procurement and Construction Contract and the performance of its obligations hereunder and thereunder do not conflict or result in a breach or violation of (i) any Applicable Laws or (ii) any other contractual obligation to which the Lessor is a party or by which it or any of its assets may be bound. I.12 There is no pending, or to the best of Lessor’s knowledge, threatened litigation or proceeding against the Lessor which if adversely resolved against Lessor may have a material adverse effect on its financial condition or on the performance of its obligations under this Agreement, the Credit Agreement and the Engineering, Procurement and Construction Contract. No action or proceeding has been commenced and no order, decree, injunction or decision of any kind from any Governmental Authority has been issued to avoid, restrict or otherwise prevent compliance by Lessor with the transactions contemplated in this Agreement, the Trust Agreement, the Credit Agreement or the Engineering, Procurement and Construction Contract. I.13 It is not in breach of any agreement or Applicable Law, except to the extent that such breach does not substantially and adversely affect its ability to perform its obligations under this Agreement, the Trust Agreement, the Credit Agreement or the Engineering, Procurement and Construction Contract. I.14 It is creditworthy under the Applicable Laws, including those applicable to bankruptcy proceedings and payment moratorium.

II. LESSEE REPRESENTS AND WARRANTS THAT: II.1 All of its representations and warranties are true and correct. II.2 It is a decentralized public entity of the Federal Public Administration of the United Mexican States, with productive, technical, industrial and commercial purposes, with its own legal personality and patrimony, in accordance with the Decree that establishes the structure, functionality and control of the subsidiary entities of Petróleos Mexicanos published in the Official Gazette of the Federation on March 21, 2012 and that, as part of its purpose it has the capacity to explore and exploit oil and natural gas; to transport it, to store it in terminals and to market it and it is authorized to carry out all kind of acts and enter into all kinds of agreements and contracts with individuals or corporate entities, pursuant to article five of the aforementioned decree. II.3 Its legal representative, the Subirector de ______, is authorized to execute this Agreement, in accordance with Article 5 of the Ley de Petróleos Mexicanos and section XIII of the Transitory Article Fourth of the Reglamento de Petróleos Mexicanos, as

evidenced in the public deed No. ______, dated ______, granted before the Notary Public No. ______of ______, Lic. ______and registered before the Public Registry of Property and Commerce under the Commercial File No. ______dated ______, ____. II.4 The contracting procedure from which this Agreement is derived has been approved by the Comité de Adquisiciones, Arrendamientos, Obras y Servicios of PEP, in accordance with the resolution No. ____ issued in the extraordinary session ____ dated ______, 2012 and the Contract has been approved with a previous of such Committee, as well as by the Consejo de Administración of PEP, in accordance with the agreement No. ____ dated ______, 2012. II.5 The execution and performance of this Agreement by Lessee has been duly authorized through all the necessary acts, whether of governmental, administrative or corporate nature, and they therefore constitute legal and valid obligations of Lessee, enforceable in accordance with their respective terms. II.6 It wishes to enter into this Agreement in order to achieve the purposes set forth herein. II.7 Its domicile for purposes of this Agreement is ______and its Federal Taxpayer Registry number (Registro Federal de Contribuyentes) is PEP9207167XA. II.8 The execution of this Agreement by Lessor falls within its powers and is related to its corporate purpose. II.9 The execution of this Agreement and the performance of its obligations hereunder do not conflict or result in a breach or violation of (i) any Applicable Laws or (ii) any other contractual obligation to which Lessee is a party or by which it or any of its assets may be bound. II.10 There is no pending, or to the best of Lessee’s knowledge, threatened litigation or proceeding against the Lessee which if adversely resolved against Lessee may have a material adverse effect on its financial condition or on the performance of its obligations under this Agreement. No action or proceeding has been commenced and no order, decree, injunction or decision of any kind from any Governmental Authority has been issued to avoid, restrict or otherwise prevent compliance by Lessee with the transactions contemplated in this Agreement. II.11 It is not in breach of any agreement or Applicable Law, except to the extent that such breach does not substantially and adversely affect its ability to perform its obligations under this Agreement. II.12 It is solvent under Applicable Laws, including those applicable to bankruptcy proceedings and payment moratorium.

Based on the previous recitals, the Parties hereby agree to the following

A R T I C L E S

ARTICLE 1. DEFINITIONS

1.1 Definitions. For purposes of this Agreement, the terms set forth below shall have the following meanings: “ Acceptance Certificate” has the meaning ascribed to such term in the Engineering, Procurement and Construction Contract. “Administration Account” means the bank account No. _____, in operation and maintained by the Lessor pursuant to the terms of the Trust Agreement at bank ______, branch No.___, located in ____ No. ___, Col. ______, Mexico, Federal District. “ Applicable Accounting Standards” means generally accepted accounting principles in Mexico (Normas de Información Financiera) as in effect from time to time. “ Applicable Law” means all laws, treaties, regulations, norms, decrees, rules, decisions, judgments, orders, interpretations and authorizations issued by any Governmental Authority having jurisdiction over the relevant matter and in force at the relevant time.

“ Business Day” means any day other than Saturday, Sunday or a holiday on which the principal offices of the lending institutions located in Mexico, Federal District are open to the public to carry out banking transactions and are not authorized to close. “ Commencement Date” means the date on which Lessor shall issue the Acceptance Certificate pursuant to the Engineering, Procurement and Construction Contract, following the giving of a notice by Lessee indicating its agreement with the issuance thereof.

“Contract” has the meaning set forth in the introductory paragraph hereto.

“Day” means a calendar day. “ Delivery Site” has the meaning ascribed to such term in the Engineering, Procurement and Construction Contract.

“Dollars” or “US$” means dollars, the lawful currency of the United States of America.

“Early Acquisition” means the acquisition of the Jack-up Drilling Unit prior to the Term of the Lease. “Early Acquisition Price” means the relevant amount determined in accordance with Annex A that shall be paid by Lessee to Lessor in the event that the event of an acquisition of the Jack-up Drilling Unit before the expiration of the Term of the Lease. “Execution Date” means the date of execution of this Agreement.

“ Fiscal Year” means a calendar year starting on January 1 and ending on December 31 of each year.

“Governmental Authority” means any government, including any federal, state or municipal government, or any legislature, secretariat, department, court, commission, board, agency or other legislative, executive or judicial authority thereof. “Indebtedness” means any payment obligation, including any contingent or guarantee payment obligation. “Initial Payment” means the amount of _____ which shall be paid by Lessee to Lessor on the Execution Date pursuant to Article 5.1.

“ Jack-up Drilling Unit” means the self-elevating Jack-up Drilling Unit for drilling, termination and maintenance of oil wells, with independent legs, with a minimum nominal tight of 350’ and a minimum capacity of 3000 HP, constructed pursuant to Engineering, Procurement and Construction Contract. “LGTOC” means the Ley General de Títulos y Operaciones de Crédito.

“Lien” means any pledge, mortgage, guarantee trust, or any other lien, charge or encumbrance on any asset or right. “Managing Unit of the Project” means [name of the administrative unit that will act in such capacity] of PEP, which acts as the unit for the management of the project for which the Jack-up Drilling Unit will be used. “Mexico” means the United Mexican States, including its territorial waters.

“Month” shall mean a calendar month.

“ Operations Site” shall mean, originally, the site identified by Lessee and located in the Mexican waters of the Gulf of Mexico, in which the Jack-up Drilling Unit shall be located for its operation.

“ Permits” means all authorizations, licenses, consents, exemptions, registrations, approvals or other authorizations of any kind which are required to be obtained from, or granted by, any Governmental Authority for the operation of the Jack-up Drilling Unit.

“Pesos” shall mean pesos, the lawful currency of Mexico.

“Prudent Industry Practices” means those practices, methods, techniques and standards, as shall be in force at the time in question in Mexico and the world, that (a) are proven, generally accepted and up to date in the industry for the construction and operation of facilities and systems for crude oil production, including those applicable to the design, engineering, construction, transportation, installation, hookup, testing, operation, maintenance, and decommissioning of such facilities and systems in a legal, safe, efficient, reliable and economical manner; and (b) conform in all material respects to the manufacturers' operation and

maintenance guidelines applicable to the relevant equipments, taking into account such equipments’ size, service and type. “ Rent Payment Date” for each Month of the term of this Agreement starting from the Commencement Date, means the Day of such Month on which the Rent corresponding to such Month shall be paid pursuant to the payment calendar set forth in Annex B. “Rent” means the monthly payment to be made by PEP pursuant to Article 5.2. “ Responsible Area for the Administration and Surveillance of the Performance of the Agreement” means [name of the administrative unit that will act in such capacity] of PEP, which shall be the responsible area for the administration and surveillance of the performance of this Agreement.

“Scheduled Acceptance Date” means ______, which is the date on which the Acceptance Certificate for the Jack-up Drilling Unit shall have been issued pursuant to the Engineering, Procurement and Construction Contract.

“ Taxes” means any and all taxes (including, without limitation, income, gross receipts, sales, use, property, value added taxes and the impuesto empresarial a tasa única), fees (including, without limitation, documentation, license and registration fees), duties, levies, tariffs or withholdings of any nature, together with any and all penalties, fines, increases in tax and interest thereon, charged, levied, or imposed by any Governmental Authority.

“Term of the Lease” shall mean the period of ten (10) consecutive years staring on the Commencement Date.

1.2 Terms Defined in the Trust Agreement, the Credit Agreement and the Engineering, Procurement and Construction Contract. All capitalized terms used in this Agreement and not otherwise defined in Article 1.1, shall have the meanings ascribed to such terms in the Trust Agreement, the Credit Agreement and the Engineering, Procurement and Construction Contract, respectively.

1.3 Use of Singular and Plural. The meanings given to the terms defined in Article 1.1 or in the Trust Agreement, the Credit Agreement and the Engineering, Procurement and Construction Contract are applicable to both the singular and plural forms of such terms as the context may require.

1.4 Headings and References . All headings used in this Agreement are for convenience of reference only and shall not be taken into consideration in the interpretation of this Agreement. Unless otherwise indicated all references in this Article to Articles or Annexes are to Articles and Annexes of this Agreement.

ARTICLE 2. PURPOSE OF THE CONTRACT

2.1 Lease. Lessor obliges itself to acquire and lease the Jack-up Drilling Unit to Lessee and Lessee shall receive it in such capacity for a period of 10 years, which shall begin on the Commencement Date, unless the Lessee shall exercise the option of Early Acquisition set forth in Article 22.2 before the end of such term.

2.2 Use. Lessor shall grant to Lessee, from the Commencement Date, the use of the Jack-up Drilling Unit guaranteeing that Lessee shall not suffer any obstruction whatsoever by Lessor or by a third party in the use of the Jack-up Drilling Unit in accordance with the provisions of this Agreement and in accordance with the Applicable Laws.

ARTICLE 3. REMUNERATION

3.1 Initial Payment. On the Execution Date, Lessee shall pay the Initial Payment to Lessor, which will be used by Lessor to make the payment referred to in Article 18.1 (a) of the Engineering, Procurement and Construction Contract. The payment of the Initial Payment shall be made by wire transfer of immediately available funds to the Administration Account. In order to guarantee the Initial Payment, before making the payment referred to in Article 18 .1 (a) of the Engineering, Construction and Procurement Contract, Lessor shall have had already received the bond referred to in Article 19.2 of such Contract. In the event of default by Contractor under the Engineering, Construction and Procurement Contract, Lessor shall execute such bond and deliver the funds derived from it to Lessee, in accordance with Article 4 (m) of the Trust Agreement.

3.2 Rent. Lessee shall make 120 monthly fixed payments to Lessor. The monthly payments shall be made without any deduction or set-off (other than those expressly provided for in this Agreement) and each such payment shall be in the amount of US$ ______(______)1 for the Rent of the Jack-up Drilling Unit. The payments of the Rent shall be made by wire transfer of immediately available funds to the Administration Account in accordance with the payment calendar set forth in Annex B.

3.3 Sole Remuneration. Except as expressly provided in this Agreement, Lessor acknowledges and agrees that the amounts to which it is entitled under this Article 5 shall be its sole remuneration and include all costs, expenses and revenues associated with the lease of the Jack-up Drilling Unit, including all costs of capital, financing, fees of the Trustee and the Project Manager, as provided in the Trust Agreement, Taxes and any other costs that may arise in connection with the administration and implementation of the project and any other contingencies of Lessor that may arise in connection with this Agreement.

1 The Rents shall be established to correspond with the monthly payments under the Credit Facility.

3.4 Financial Expenses. In the event of delay or default in payment by Lessee, Lessee shall pay, at the request of Lessor, financial expenses at a rate that shall be equal to the regular interest rate set forth in the Credit Agreement plus the post-default interest set forth in the Credit Agreement. Such financial expenses shall be accounted for from the relevant Payment Date and shall be calculated on the unpaid amounts, and shall be computed daily until the date on which these amounts shall effectively be made available to Lessor.

3.5 Excess Payments. If the event that there shall be any excess payments received by Lessor, Lessor shall refund any such excess payments no later than two (2) Business Days from the date on which Lessor shall have received them. Lessor shall make such payments by wire transfer to the account designated in writing by Lessee or, otherwise, Lessee shall deduct the excess payments from the following invoices.

3.6 Invoicing. Jointly with the execution of this Contract, Lessor is presenting Lessee an invoice for the Initial Payment. Starting on the Commencement Date, on or before the twenty-fifth (25) Day of each Month, Lessor shall submit the invoice for the amount to be paid in the following Month. Invoices shall only cover the amount corresponding to the Month immediately following the Month in which they are issued. In accordance with the payment calendar set forth in Annex B, the invoices submitted by Lessor shall be paid on the twentieth (20) Day of the Month immediately following the Month in which the invoice is submitted.

In the invoice, Lessor shall make reference to this Agreement and to the corresponding Rent. When invoices shall be issued in hard copies, Lessor shall present the invoice at PEP’s Ventanilla Única in Mexico City. In the event that Lessor shall issue electronic invoices, Lessor shall request payment through PEP’s electronic vault (bóveda electrónica), using the password provided for such purposes and its advanced electronic signature (firma electrónica avanzada).

3.7 Payment Dates in Non-Business Days. If any payment to be made by Lessee to Lessor under this Agreement shall be due on a Day which is not a Business Day, such payment shall be made as follows:

DUE DATE ON A PAYMENT NON-BUSINESS DAY Sunday Business day after Saturday Business day before Monday to Thursday Business day after Friday Business day before Consecutive Holidays Business day after

3.8 Advance Payments. The Parties agree that Lessee shall only be entitled to make advance payments of the Rent if it has obtained the previous written authorization of Lessor and of the Lender under the Credit Agreement.

3.9 Provisions for Payment in Pesos. If pursuant to Applicable Laws Lessee shall be allowed to make payment of any amount due hereunder in Pesos, the exchange rate that corresponds in accordance with the Disposiciones aplicables a la determinación del tipo de cambio para solventar obligaciones denominadas en moneda extranjera pagaderas en la República Mexicana, in the understading that (i) no later than the next Business Day, Lessor shall convert such amount to Dollar and (ii) if the amount of Dollars so purchased is less than the sum originally due to the Lessor in Dollars, Lessee agrees, to the extent allowed by Applicable Laws, to indemnify the Lessor against such loss and, if the amount of Dollars so purchased exceeds the sum originally due to the Lessor, Lessor shall promptly remit such excess to Lessee.

3.10 Judgment Currency. If, as a consequence of a judgment in any court, it is necessary to convert a sum due hereunder in Dollars into another currency, the Parties hereto agree the exchange rate that corresponds in accordance with the Disposiciones aplicables a la determinación del tipo de cambio para solventar obligaciones denominadas en moneda extranjera pagaderas en la República Mexicana.

The above-mentioned is in the understanding that the obligations of the Lessee in respect of any sum due to the Lessor hereunder shall, notwithstanding any judgment in a currency other than Dollars, be discharged only to the extent that on the Business Day following receipt by the Lessor of any sum adjudged to be so due in such other currency, the Lessor, may, in accordance with normal banking procedures, purchase Dollars with such other currency. If the amount of Dollars so purchased is less than the sum originally due to the Lessor in Dollars, Lessee agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify Lessor against such loss and, if the amount of Dollars so purchased exceeds the sum originally due to the Lessor, the Lessor agrees promptly to remit such excess to the Lessee.

ARTICLE 4. TAXES

The Parties shall pay any and all Taxes that, in accordance with the federal, local and municipal laws of Mexico or any other Applicable Law, they shall be obligated to pay during the term, implementation and performance of this Agreement and its Annexes, without prejudice of any withholdings made by Lessee to Lessor which Lessee may be required to make pursuant to the laws related thereto.

ARTICLE 5. EFFECTIVENESS AND TERM

5.1 Effectiveness. The effectiveness of this Agreement shall begin from the Execution Date and shall conclude with the legal act pursuant to which the rights and obligations of the Parties hereunder shall be fully extinguished.

5.2 Term. The lease object of this Agreement shall have a term of 120 Months beginning from the Commencement Date.

ARTICLE 6. DELIVERY

6.1 Delivery of the Jack-up Drilling Unit. On the Commencement Date, Lessor shall ensure that the Jack-up Drilling Unit is delivered to Lessee at the Delivery Site and as a consequence of that, Lessee shall be deemed to have received the Jack-up Drilling Unit. For these purposes, Lessor shall estipulate in the Engineering, Procurement and Construction Contract that the material delivery of the Jack-up Drilling Unit shall be made directly to Lessee. Lessor obliges itself not to issue the Acceptance Certificate under the Engineering, Procurement and Construction Contract until Lessee has not confirmed in written form that it agrees with the issuance of such certificate. The delivery and Acceptance of the Jack-up Drilling Unit shall be made in accordance with the Engineering, Procurement and Construction Contract.

6.2 Hidden Defects. In the event that a hidden defect or malfunction with respect to the Jack-up Drilling Unit shall present, Lessor shall take the corresponding actions against the Contractor under Article 5 of the Engineering, Procurement and Construction Contract, so that the hidden defect or malfunction shall be remedied as provided in Article 4(f) of the Trust Agreement. Notwithstanding the foregoing, no hidden defect or malfunction of the Jack-up Drilling Unit after the Commencement Date, including loss thereof, shall relieve Lessee of its obligation to pay the Rent, which shall be hail or high water payment obligations.

6.3 Documentation of the Jack-up Drilling Unit. By virtue of this Agreement, within five (5) Days following the Commencement Date, Lessor shall deliver all documentation related to the operation of the Jack-up Drilling Unit that it shall have received from the Constructor under the Engineering, Procurement and Construction Contract including, without limitation, the instructions, user manuals, technical specifications and drawings, among others. ARTICLE 7. USE OF THE JACK-UP DRILLING UNIT

Lessee agrees to use the Jack-up Drilling Unit only for the purposes for which it was built and to operate it in accordance with its instructions, manuals, drawings and technical specifications and in accordance with Prudent Industry Practices. In addition, Lessee shall maintain the Jack-up Drilling Unit exclusively within the territory of Mexico or of any other territory authorized in writing by Lessor, which authorization shall not be unreasonably withheld.

ARTICLE 8. MOBILIZATION AND PERMITS

8.1 Mobilization. Lessee shall be responsible for the transportation of the Jack-up Drilling Unit from the Delivery Site to the Operation Site through the means that it shall

consider appropriate and at its sole risk. In connection with the foregoing, Lessee shall be responsible for contracting the carrier (including the Marine Warranty Surveyor and the Rig Mover) and the transportation insurances. Notwithstanding the foregoing, Lessor shall diligently cooperate with Lessee in the aforementioned activities.

8.2 Permits and Flagging. Lessee shall comply with any and all Applicable Laws in Mexico which regulate the activities of the Jack-up Drilling Unit, as well as its operation and functioning. Likewise, Lessee shall obtain, at its sole expense and responsibility, any and all licenses, permits and authorizations that may be required by the competent Governmental Authorities for the transportation, importation, flagging (which shall be done under the Applicable Laws of Panama), installation, operation and functioning of the Jack-up Drilling Unit. Notwithstanding the foregoing, Lessor shall diligently cooperate with Lessee in order to obtain such permits, for which it shall provide Lessee with the information and documentation that Lessee may reasonably request in order to obtain the corresponding permits, as well as to carry out any other procedures required for the functioning, installation and operation of the Jack-up Drilling Unit. In the event that for any reason Lessor shall have to obtain the permits and authorizations referred to in the preceding paragraph with respect to the Jack-up Drilling Unit, Lessor shall promptly notify Lessee so that Lessee may provide the necessary funds for payment of the corresponding fees that may be required to obtain such permits and authorizations, as well as any other amounts that may be necessary to obtain any such permits and authorizations. If Lessee shall not provide such funds and, as a result thereof, Lessor shall have to disburse any amounts in connection with such permits and authorizations, Lessee shall immediately reimburse to Lessor any amount paid by Lessor in connection with such permits and authorizations plus the financial expenses on the total amount of such payments, which shall be calculated from the date on which Lessor shall have made such payment until and including the date on which Lessee shall completely reimburse such amounts, at the rate set forth in Section 5.4.

ARTICLE 9. RISKS In accordance with the provisions of Article 414 of the LGTOC, starting from the Commencement Date, Lessee shall assume all risks, losses, damages or destruction suffered by the Jack-up Drilling Unit, even in case they shall arise from Force Majeure and therefore Lessee shall not be released from its payment obligations under this Agreement.

ARTICLE 10. INSURANCE

10.1 Insurance During the Term of the Lease. Starting from the Commencement Date and until the end of a term of ninety (90) Days starting from the first to occur between (i) the end of the Term of the Lease or (ii) the Early Acquisition of the Jack-up Drilling Unit, Lessee shall maintain in full force and effect, at its own expense, with insurers of international reputation reasonable satisfactory to Lessor, and in addition to any other insurance

coverage that may be required to be maintained by Lessee pursuant to Applicable Laws, the following insurance coverage:

a. insurance against all risk of loss or physical damage to the Jack-up Drilling Unit or any part thereof, against any loss for any reason including, without limitation, environmental damages and spills, fire, acts of nature, theft, insurrection, strikes, civil riots and other similar risks; the insured sum shall be no less than the replacement value of the Jack-up Drilling Unit; and

b. general civil liability insurance covering any damage, loss or injury to third parties (including, without limitation, to Lessor, its employees and representatives) or to their property arising from any defect or malfunction in the Jack-up Drilling Unit.

10.2 Terms and Conditions. The terms of all insurances required pursuant to this Article 12 shall conform to Prudent Industry Practices. With respect to the insurance policies provided for in this Article, the terms of such insurance policies shall include a provision whereby the Lessee shall be designated as the beneficiary of any payment that shall be made by the insurance company in case of a casualty.

10.3 Insurance Policies. Lessee shall provide to Lessor, upon request by Lessor from time to time, the insurance policies, the payment receipts evidencing payment of the insurance premiums and any other documents issued by the insurance companies, their agents or their authorized representatives that establish the value and coverage of the insurances. Lessee shall present such information within ten (10) Business Days following Lessor’s request.

10.4 No Release from Obligations. The fact that the insurance policies required under this Article 12 shall have been obtained shall not be deemed to be a complete or partial release of any obligations and responsibilities of Lessee to Lessor under this Contract or to any third party; nor does Lessee warrant to Lessor that such policies shall be sufficient to indemnify Lessor against any risk to which the insurance policies refer. Therefore, Lessee shall be responsible for obtaining, at its own expense, such further enhancements to such policies or any other further insurance policies that Lessee may consider necessary or prudent for its own protection.

10.5 Payment of Deductibles. It is expressly agreed that in any event Lessee shall be responsible for the punctual payment of the deductibles set forth in the policies that Lessee is obligated to obtain in accordance with this Article 12.

ARTICLE 11. RESPONSIBILITY OF THE PARTIES

11.1 Indemnification by Lessor. The Lessor shall indemnify and hold harmless of any responsibility to the Lessee, its affiliates, agents, employees or representatives (and such obligation shall survive the termination of the Contract) against any and all actions, claims, suits, demands, losses, costs, damages, proceedings, Taxes and expenses, including

reasonable and documented attorney's fees and court costs, arising out of or in connection with any of the following:

ARTICLE 12. Any breach regarding Lessor’s representations and warranties under this Contract or Constructor’s representations and warranties under the Engineering, Procurement and Construction Agreement.;

ARTICLE 13. Any infraction of any patent, license, trademark or other protected rights used in connection with or for the incorporation into the Jack-up Drilling Unit;

ARTICLE 14. Any Lessor, Contractor under the Engineering, Procurement and Construction Agreement or Contractor’s subcontractors failure or omission to comply with any Applicable Law;

ARTICLE 15. Any claim of any employee of Lessor, of the Contractor under the Engineering, Procurement and Construction Agreement or Contractor’s subcontractors based upon applicable Laws on labor, health and safety or social security matters;

ARTICLE 16. Any damage to the environment resulting from the execution of the Engineering, Procurement and Construction Works.

Lessor shall include in the Engineering, Procurement and Construction Agreement the corresponding indemnification clauses in relation to the responsibility contained in the preceding articles that derive from acts and omissions of Contractor under the Engineering, Procurement and Construction Agreement, and Lessor’s responsibility under this Article shall be limited to the exercise of any action that derive form such articles and to the deliver to the Lessee the indemnification amounts that are paid in accordance with such articles.

16.1 Indemnification by the Lessee . The Lessee shall indemnify and hold harmless of any responsibility to the Lessor, the Lender, its affiliates, agents, employees or representatives under the Credit Facility, the Contractor or any member of Contractor’s Group (as such term is defined under the Engineering, Procurement and Construction Agreement ) under the Engineering, Procurement and Construction Agreement (all of the above, jointly, “Indemnified Parties”) and such obligation shall survive the termination of the Contract in accordance with the Contract against any and all actions, claims, suits, demands, losses, costs, damages, proceedings, Taxes and expenses, including reasonable and documented attorney's fees and court costs, arising out of or in connection with the following:

(a) Lessee’s failure to comply with any applicable Law;

(b) Labor or social claims by any employee or representative of Lessee against any Indemnified Party, including the Project Manager or any other Lessee’s representative.

(c) Loss or damage of Jack-up Drilling Unit following Acceptance, or of any other of Lessee’s or its subcontractors assets (whether their property or in their possession as a consequence of a financial leasing or lease), except in the case it is attributable to negligence, dolus (dolo) or bad faith of any Indemnified Party;

(d) Damage to the environment or to any Third Party resulting from the operation of the Jack-up Drilling Unit, except in the case it is attributable to negligence, dolus (dolo) or bad faith of any Indemnified Party;

(e) Pollution or contamination occurring after the Acceptance of the Jack-up Drilling Unit (including clean-up costs), including, without limitation, pollution or contamination from any reservoir or from the property or equipment of Lessee, except in the case it is attributable to negligence, dolus (dolo) or bad faith of any Indemnified Party;

(f) Damage to any reservoir or productive formation, loss or damage to any hole being drilled including the cost of well control, loss of oil or gas caused by or resulting from a blowout or from a fire resulting from a blowout, or damage arising out of subsea trespass, except in the case it is attributable to negligence, dolus (dolo) or bad faith of any Indemnified Party;

This Article may not modified by the Parties unless the Contractor under the Engineering, Procurement and Construction has expressly consented in writing to any modification.

16.2 Indemnification for Intellectual Property . Lessor shall obtain the warranty by the Contractor under the Engineering, Procurement and Construction Contract by which it warrants that ownership or operation of the Jack-up Drilling Unit shall not at any time infringe any patent rights, utility model rights, trade mark rights or copyrights in any country. Under such warranty, Lessor shall make sure that Contractor, without limit of time, defend any claim, suit or proceedings brought against Lessee relating to the infringement of any of the rights aforementioned by reason of Lessee’s possession, ownership or operation of the Jack-up Drilling Unit. Lessee shall promptly notify Lessor of any such claim suit or proceeding and shall permit Lessor, or given the event, Contractor under the Engineering, Procurement and Construction Contract to take control and settlement of such claim, suit or proceedings; provided however no settlement which purports to acknowledge on Lessee’s behalf the validity of any patent shall be entered into without Contractor’s written consent under the Engineering, Procurement and Construction Contract. Lessee shall provide information and assistance to Lessor or Contractor under the Engineering, Procurement and Construction Contract as may be reasonably necessary to aid in the conduct and settlement of the claim, suit or proceedings. Lessee shall be entitled to participate in the settlement through its selected representatives and/or attorneys.

In relation with any responsibility derived form this Article, Lessor shall include in the Engineering, Procurement and Construction Agreement the corresponding indemnification articles to Contractor and Lessor’s responsibility under this Article shall be limited to the exercise of any action that derive form such articles and to deliver to the Lessee the indemnification amounts that are paid in accordance with such articles.

16.3 Information Regarding Intellectual Property. Lessee acknowledges that Lessor may disclose to Lessee information regarding intellectual property relating to the Jack-up Drilling Unit belonging to Contractor under the Engineering, Procurement and Construction Contract, including the Jack-up Drilling Unit’s design, construction, engineering and technical specifications, know-how, procedures, processes, drawings and plans. Lessee agrees not to reproduce, reverse-engineer, decompile, or disassemble in any manner or form any such confidential information or intellectual property provided by Lessor, except with the prior written consent of or express license from the beholder of such rights

16.4 Limits to the Responsibility of the Parties. Notwithstanding anything in this Contract to the contrary, neither Party shall be liable for consequential, indirect, special, exemplary, punitive or moral losses or damages of the other Party any kind arising out of or in any way connected with the performance of or failure to perform the Contract. Likewise, the Parties hereby agree that the responsibility from Lessee’s breach of its obligations deriving from acts or omissions of the Contractor under the Engineering, Procurement and Construction Agreement or of the Debtor under the Credit Facility shall be limited to the actions that Lessor may have against those parties under such contracts and to deliver to Lessee of the amounts of indemnification that are paid in accordance with such contracts.

ARTICLE 17. PROVISIONS UNDER THE CREDIT FACILITY

17.1 Lessor’s Obligations. Lessor obliges itself to use the payments of the Rents under Article 3.2 above to pay the amounts due under the Credit Facility. Likewise, Lessor aggress to comply with all of its other obligations under the Credit Facility in accordance with the terms established thereof.

17.2 Lessee’s Obligations. Lessee shall, during the first one hundred and twenty (120) Days following the end of any Fiscal Year, provide Lessor with PEMEX’s financial statements in accordance with Article 5.01(a)(i) of the Credit Facility. Likewise, Lessee agrees to deliver to Lessor any document in its possession related with its financial condition and that is reasonably requested by the Lender in accordance with Article 5.01(a)(iv) of the Credit Facility.

17.3 Early Termination of the Credit Facility. In the event that the Credit Facility is terminated prior the Commencement Date in accordance with Section 2.01(e) of the Credit Facility for causes different than default by Contractor under the Engineering, Procurement and Construction Contract, and Lessor was obliged to pay the amounts due under the Trust Expense Commitment and the Project Manager Commitment (as such terms are

defined under the Credit Facility), Lessee shall pay Lessor an equivalent amount to the payment to be made by Lessor under the Credit Facility for such concepts. In the event that the Credit Facility is terminated prior to the Commencement Date in accordance with Section 2.01(e) of the Credit Facility for a default by Contractor under the Engineering, Procurement and Construction Contract, Lessee shall request Lessor to terminate the Engineering, Procurement and Construction Contract for such default or to continue with it, in which case Parties shall proceed in accordance with Articles 4(m) and 4(m) of the Trust Agreement, accordingly. In the event that Lessee decides to continue with the Engineering, Procurement and Construction Contract, Lessor shall search for alternative sources of financing and it shall proceed in accordance with Article 10.5 of the Trust Agreement. Finally, in the event that the Credit Facility is terminated prior the Commencement Date in accordance with Section 2.01(e) of the Credit Facility as a consequence of force majeure or other causes not attributable to Contractor under the Engineering, Procurement and Construction Contract, Lessor shall search for alternative sources of financing and it shall proceed in accordance with Article 10.5 of the Trust Agreement. In any event in which Lessee searches for alternative sources of financing in accordance with the above- mentioned, Rents to be paid under Article 3.2 of this Contract shall be recalculated to reflect the new financial arrangements.

ARTICLE 18. LIENS Neither Lessee nor Lessor shall create or suffer to exist any Liens over the Jack- up Drilling Unit in the understanding that, if any Lien shall be created, the Party responsible for such Lien shall take all actions that may be necessary to immediately release the Jack-up Drilling Unit from any kind of Lien. The Parties shall immediately provide written notice upon becoming aware of the creation of, or attempt to create, any Lien on the Jack-up Drilling Unit. ARTICLE 19. MAINTENANCE AND DEFENSE

19.1 Maintenance. Lessee agrees to maintain the Jack-up Drilling Unit at its own cost, in the same condition in which it shall have received it, except for the normal wear and tear as a result of its use and Lessee shall make, at its own expense, all repairs and maintenance that may be necessary or convenient for such purpose, and shall maintain the Jack-up Drilling Unit in optimal functional and operational conditions at all times; in the understanding that, in any event, such repairs and maintenance shall be performed in accordance with the specifications, if any, provided by the manufacturer of the Jack-up Drilling Unit and in a manner so that the warranties, if any, provided by the manufacturer in connection with the Jack-up Drilling Unit shall be maintained.

19.2 Defense. Lessee shall take all required actions to recover the Jack-up Drilling Unit or defend the use thereof in cases of dispossession, interference or any other action by any third parties that might affect the use of the Jack-up Drilling Unit, the possession thereof or its ownership in accordance with Article 415 of LGTOC. In addition, Lessee shall exercise all

relevant defenses whenever there shall exist any act or decision by any authority that might affect the possession or the ownership of the Jack-up Drilling Unit.

For purposes of the foregoing, Lessor shall duly authorize Lessee so that it may, on its behalf, exercise all such actions or defenses whenever necessary and shall reasonably cooperate with Lessee, as required by Lessee, at Lessee’s own expense.

ARTICLE 20. IMPROVEMENTS AND VARIATIONS OF FORM

Any improvement made by Lessee to the Jack-up Drilling Unit shall be at its own cost and shall remain for the benefit of the Jack-up Drilling Unit.

ARTICLE 21. INSPECTIONS

Lessee shall allow Lessor or its designee to perform inspections in the Jack-up Drilling Unit during Business Days and business hours, in order to verify its status, operation, conservation and maintenance, as well as to verify compliance with any and all of the obligations under this Agreement. For these purposes, Lessee shall provide transportation to the staff designated by Lessor, from the nearest port to the Jack-up Drilling Unit for the inspection the Jack-up Drilling Unit.

ARTICLE 22. COVENANTS OF LESSEE

Independently from any other obligations of Lessee set forth in this Agreement and unless Lessor agrees something different in writing, Lessee shall, during the term of this Agreement: (a) Preserve the Jack-up Drilling Unit in good condition and functioning, except for natural deterioration and wear and tear, as well as to provide proper maintenance thereto with the frequency and as may be required in accordance with the specifications by the constructor of the Jack-up Drilling Unit. Inform the Contractor about possible defects and request it to exercise actions under the Engineering, Procurement, and Construction Contract against Contractor for it undertake the necessary repairs. (b) Operate the Jack-up Drilling Unit in accordance with the operation manuals provided by the constructor thereof which will be delivered by Lessor. (c) Maintain a logbook in order to register the maintenance given to the Jack- up Drilling Unit. (d) In general, use the Jack-up Drilling Unit only for the purposes set forth in Article 7 of this Agreement.

(e) Comply in all material respects with Applicable Laws including, without limitation, all laws, regulations, norms or legal provisions that may be applicable. (f) Perform all necessary acts to ensure that the obligations arising out of this Agreement constitute at all times direct, unsecured and unsubordinated obligations of the Lessee ranking in priority of payment at least pari passu with all other present or future, direct, unsecured and unsubordinated of Lessee, except for those which may be mandatorily preferred in accordance with Applicable Laws.

ARTICLE 23. LIQUIDATED DAMAGES

In the event that, Lessor shall not deliver the Jack-up Drilling Unit on the Scheduled Acceptance Date due to (i) delays in the construction of the Jack-up Drilling Unit or (ii) the early termination of the Engineering, Procurement and Construction Contract due to a default by the Contractor, Lessor shall pay Lessee the amounts that it is entitled to receive under clauses (m) and (n) of Article 4 of the Trust Agreement, as the case may be, provided that Lessor actually receives such amounts. The Parties agree that Lessee may set off the liquidated damages that may be owed by Lessor against any payments to which Lessor may be entitled under this Agreement.

ARTICLE 24. TERMINATION BY LESSEE

24.1 Termination Causes. Lessee may, at any moment, terminate this Agreement by virtue of provisions of administrative law, without the need of a judicial determination or arbitral award, in the following cases:

(a) If, before the Commencement Date, the Engineering, Procurement and Construction Contract is terminated without Acceptance having been achieved.

(b) If after the Commencement Date:

I. Any creditor of Lessor initiates actions to enforce any Lien on the Jack-up Drilling Unit.

II. Lessor carries out any assignment in contravention of Article 27.

III. Lessor is declared or is subject to insolvency or bankruptcy proceedings, payment moratorium or any similar proceeding.

IV Any permit or governmental authorization necessary for the performance of Lessor’s obligations under this Agreement is definitively cancelled or revoked.

V Lessor assigns or transfers in any manner its obligations or rights under this Agreement, without the express consent of Lessee.

VI Lessor falls within the provisions of the “Anticorruption” Article.

VII Lessor breaches its obligations under this Agreement and its Annexes.

If Lessor shall fall within any of the circumstances set forth in this Article, prior to terminating the Agreement, Lessee may grant Lessor a period to cure such breach, without prejudice of the liquidated damages that might be applicable. The Lessee shall determine the length of the period to be given to Lessor based on circumstances of the Agreement. If at the end of such period the breach shall not have been cured by Lessor, Lessee may terminate the Agreement in accordance with the procedure provided in this Article.

The final payment and termination of this Agreement shall be made within ____ (__) Days following the date of notice of the decision to terminate the Agreement.

If Lessor does attend the act for the final payment and termination of this Agreement, Lessee may carry it out it unilaterally.

24.2 Administrative Termination Procedure. The procedure for termination of this Agreement by virtue of provisions of administrative law shall begin on the date on which Lessee’s shall notify Lessor of the breach so that, within twenty (20) Business Days following the Day of the notice, Lessor may presents such arguments and evidence as it shall deem relevant.

Lessee’s determination to terminate this Agreement or not to terminate it shall be duly reasoned and justified and shall be notified to Lessor within twenty (20) Business Days following the day on which Lessor shall have presented its arguments and evidence or on whnich the term provided in the aforementioned paragraph shall have expired.

If Lessee decides to terminate the Agreement, such termination shall be effective from the date of notice of the relevant determination.

Notice of the beginning of the termination procedure as well as notice of the termination of the Agreement by virtue of provisions of administrative law, shall be made by Lessee to Lessor in accordance with the provisions of the Ley Federal de Procedimiento Administrativo.

ARTICLE 25. TERMINATION BY LESSOR

25.1 Termination Causes. Lessor may only terminate this Agreement after the issuance of a determination by a competent authority. Lessor may only request the termination of this Agreement when, for reasons attributable to Lessee, any of the following shall occur:

(a) Lessee fails to pay the Rent in any Month and such breach is not cured within forty five (45) Days following receipt of notice from Lessor by Lessee with respect to such payment default.

(b) Lessee fails to have the necessary permits, licenses or authorizations which are his responsibility.

(c) Lessee breaches any of its material obligations under this Agreement and such breach is not cured within forty five (45) Days following receipt of notice from Lessor by Lessee with respect to such breach.

ARTICLE 26. EFFECTS OF THE TERMINATION

In case that Lessee shall terminate this Agreement due to a breach by Lessor in accordance with Article 20 after the Commencement Date, Lessee shall acquire the Jack-up Drilling Unit at the Early Acquisition Price within one hundred and twenty (120) Days after the termination of this Agreement.

If this Agreement is terminated by Lessor after the Commencement Date due to a breach by Lessee in accordance to Article 21, Lessee shall acquire the Jack-up Drilling Unit within one hundred and twenty (120) Days after the termination of this Agreement, at the Early Acquisition Price plus the non-refundable expenses referred to in Section 2.08(a) of the Credit Facility.

If this Agreement shall terminated by one of the Parties prior to the Commencement Date, this Agreement shall be terminated, in the understanding that Lessor shall pay Lessee any amount that may be due in accordance with Article 19 above.

ARTICLE 27. TERMINATION OPTION

27.1 Purchase Option Available to Lessee Upon the Expiration of the Term of this Agreement . At the end of the Term of the Lease set forth in Article 5.1, Lessee shall exercise the purchase option for $1.00 dollar plus the Value Added Tax, which shall be done together with the last monthly payment and Lessor shall transfer the ownership of the Jack-up Drilling Unit to Lessee, including the improvements and modifications made in accordance with Article 15.

Lessor shall deliver, together with the invoice for the payment related to the purchase option, all documentation related to the Jack-up Drilling Unit, as well as such documentation evidencing the ownership of the Jack-up Drilling Unit by Lessee.

Upon the exercise of the option, Lessee shall, at its own expense, carry out the relevant procedures to obtain the definitive importation of the Jack-up Drilling Unit.

Early Acquisition Option. Lessee may, in its sole discretion, decide to buy the Jack-up Drilling Unit before the end of the Term of the Lease, in which case Lessor shall sell the Jack-up Drilling Unit to Lessee, within one hundred and twenty (120) Days following the written notice by Lessee, at the Anticipated Acquisition Price plus the non-refundable expenses referred to in Section 2.08(a) of the Credit Facility. As soon as the early acquisition of the Jack-up Drilling Unit shall take effect, this Agreement shall be terminated without any liability for the Parties, except for those that by their own nature survive such termination.

Given the above, in the event of any claim or demand related to the causes established under this Article coming from any employee of Lessor that may affect Lessee or involves Petróleos Mexicanos and/or any of its affiliates, Lessor agrees to defend and hold them harmless of such claim or demand, obliging itself also to repair Petróleos Mexicanos and/or any of its affiliates, when requested in written form, any amount that they may pay for such purposes, including attorneys fees.

ARTICLE 28. LABOR RELATIONS

The Parties agree that the labor relations with the staff operating the Jack-up Drilling Unit shall be exclusively between Lessee and the personnel of the Jack-up Drilling Unit. Therefore, there shall be no labor relation between Lessor and Lessee’s staff and Lessee shall hold Lessor harmless against any claim under or related to labor laws.

On the other hand, Lessor shall be solely responsible for the personnel that it shall use for the performance of this Agreement and for the obligations derived from any legal provisions and other statutes in connection with its workers. Therefore, there shall be no labor relation between Lessee and Lessor’s staff and Lessor shall hold Lessee harmless against any claim of labor law.

In addition, Lessor acknowledges and accepts that, with respect to this Agreement, Lessor is acting exclusively as an independent Lessor and, therefore, nothing contained in this Agreement nor the commercial practice between the Parties shall create a labor or intermediation relationship in terms of article 13 of the Ley Federal del Trabajo, between Lessor, including its suppliers and subcontractors and its officers and employees, and Lessee.

ARTICLE 29. FORCE MAJEURE

Except as otherwise expressly provided herein, neither Party shall be liable for breaches to any of their respective obligations pursuant to this Agreement to the extent and for the period of time in which the impossibility of compliance shall be due to Force Majeure.

Force Majeure shall mean nature phenomena or acts of people that are beyond the will of any of the Parties and that are produced without fault or negligence by the Parties, that are insurmountable, unpredictable, or that, having been foreseen, cannot be avoided, that prevent the affected Party from complying with its obligations under this Agreement, for so long as the force majeure was not caused or worsened by the Parties. Force majeure includes, without limitation, events such as strikes and labor disturbances, riots, quarantines, epidemics, declared or undeclared wars, terrorist acts or attacks, blockages, civil disturbances, insurrections, fires and storms.

The Party that shall claim the existence of force majeure shall bear the burden of proof.

It is hereby provided that no force majeure event shall release Lessee of its obligations of payment under this Contract.

ARTICLE 30. AMENDMENT

This Agreement contains provision that constitute stipulations in favor of third parties. Therefore, the terms and conditions of this Agreement may only be amended by means of written agreement between Lessor and Lessee previously approved in writing by Trustor- Beneficiary “A” under the Trust Agreement.

The Parties agree that any amendment made pursuant to this Article shall not imply novation of the obligations under this Agreement. The Parties shall not have the right, in any event, to materially amend the purpose of the Agreement.

ARTICLE 31. ASSIGNMENT

Except as otherwise provided in this Article, neither Party shall have the right to assign or otherwise transfer this Agreement or any right or interest hereunder, or to delegate any obligation hereunder, without the prior consent of the other Party, except that: (i) Lessor may assign its right to receive payment of the Rent from the Lessee, provided that it shall have obtained Lessee’s approval and in the understanding that such assignment shall be subject to all the terms and conditions contained in this Agreement; and (ii) Lessee shall have the right to assign or transfer this Agreement to any of its affiliates provided that Lessee shall guarantee performance by its affiliates of all its obligations under this Agreement.

ARTICLE 32. NOTICES

All notices to be made in connection with this Agreement, including change of address, shall be in writing and shall be effective when received by the addressee thereof at the address or facsimile number below:

To Lessee:

Notices concerning this Agreement shall be delivered to the Managing Unit of the Project by hand or by any other means that shall ensure its receipt at the following address: [indicate the address and e-mail address of the Managing Unit of the Project].

To Lessor:

Notices concerning technical or administrative matters shall be delivered by hand to Lessor’s representative for the performance of this Agreement, or shall be delivered by any other means that shall ensure its receipt at the address set forth in Article 1.7 of the Recitals of this Agreement. Such representative shall be appointed on the date of execution of this Agreement.

ARTICLE 33. APPLICABLE LAW AND JURISDICTION

33.1 Applicable Law. This Agreement shall be governed by and interpreted in accordance with the federal laws of Mexico.

33.2 Arbitration. Any controversy, claim, difference or dispute arising out in relation to this Agreement shall be settled definitively by arbitration to be held in Mexico City, Mexico, in accordance with the Rules of Arbitration of the International Chamber of Commerce in effect when the request for arbitration is first received by the Secretariat of the International Court of Arbitration of the International Chamber of Commerce in the understanding that the parties hereby waive the application of the provisions regarding the emergency arbitrator. The

Applicable Law to the merits of the dispute shall be Mexican federal laws. The number of arbitrators shall be three (3), to be selected in accordance with the Rules of Arbitration of the International Chamber of Commerce, and the language of the arbitration shall be Spanish. Proceeding shall take place in Mexico City, Mexico. The arbitration award shall be final and binding upon the Parties. The Parties expressly waive the rights to any other forum that may be available to them by reason of domicile, nationality or any other reason.

The Parties herby agree that any information or document produced in relation to the arbitral proceedings shall be deemed as confidential in accordance with Article 29, except for the final Award once it is firm and not subject to the decision of any competent authority or challenge.

ARTICLE 34. CONFIDENTIALITY

Lessor shall consider and maintain as confidential the information of exclusive ownership of the Lessee and shall not use or reproduce such information in whole or in part, without prior written consent by Lessor, for purposes other than those established in this Agreement. Lessor guarantees that such information shall be disclosed to its employees only on a need to know basis, and it shall not make any announcement, take pictures, or provide any information whatsoever to any member of the public, the press, a commercial entity or any other official entity, unless it shall have obtained the prior written consent from Lessee. In order to comply with the aforementioned obligations, Lessor shall take any necessary measures to ensure that its personnel shall maintain such information in the most strict confidentiality, including, but not limited to, the establishment, in consultation with Lessee, of procedures to ensure the confidentiality of such information, and the taking of any necessary measure to prevent its disclosure to any non-authorized party, as well as to remedy any unauthorized disclosure, including, but not limited to, requiring the execution of confidentiality agreements by its employees and to establish security measures.

Likewise, both Parties acknowledge and accept to consider as confidential any and all technical, legal, administrative, accounting, and financial information that may be recorded in any tangible medium that may have been developed and may be related directly or execution of the Contract, as well as such information or documentation giving rise to any claim or technical controversy.

Notwithstanding the provisions of this Article, the confidentiality obligation shall not be applicable to: (i) information already of public domain which shall have not been made public in breach of this Agreement; (ii) information obtained prior to its disclosure without breaching a confidentiality obligation; (iii) information obtained from third parties who have a right to disclose it without breaching a confidentiality obligation; (iv) information that must be disclosed pursuant to legal requirements or an order of a governmental authority, if the non-disclosure of such information would subject the party to which disclosure is required subject to civil, criminal or administrative liability; and (v) the party required to disclose such information notifies the other party of such request for disclosure promptly.

The confidentiality obligations contained in this Article shall continue in force for a period of five (5) years, starting on the date of expiration or termination of this Agreement.

ARTICLE 35. SEVERABILITY

The invalidity or nullity of one or more of the provisions of this Agreement shall in no way affect or impair the validity and enforceability of the remaining provisions hereof. The Parties agree that if any of the Articles hereto shall be declared invalid by a competent jurisdictional authority, the rest of the provisions shall be considered valid and operative for all legal purposes.

ARTICLE 36. INTEGRATION OF ANNEXES

It is expressly agreed that the Annexes listed below form an integral part of this Agreement, and that each of such Annexes is attached to this Agreement duly signed by the Parties or by the persons appointed by them. Annex “A” Early Acquisition Price Annex “B” Payment Calendar Any other annexes that the Parties may agree to be Annexes to this Agreement pursuant to the provisions of this Agreement shall be deemed to be Annexes to this Agreement.

ARTICLE 37. CONTRACTUAL ACKNOWLEDGEMENT

This Agreement is the only agreement of the Parties in connection with the subject matter hereof, and supersedes any other negotiations or communications, whether oral or written, prior to the date of execution of this Agreement.

Lessor acknowledges that, if executed, the agreements for the amendment, of this Agreement shall be executed by the public officer that shall execute this Agreement, or the person who shall substitute him, or whomever shall be authorized to do so.

Lessor acknowledges and accepts that the termination of this Agreement by virtue of application of administrative law may be carried out by the governmental officer who signed this Agreement or whomever shall be authorized to do so.

ARTICLE 38. ANTI-CORRUPTION

Lessor agrees that, during the performance of this Agreement, neither it, nor its subcontractors or their employees, shall offer, promise or give, either by themselves or through a third party, money, valuable objects or any other gifts to any governmental officer that may constitute a breach of law such as robbery, fraud, bribery or influence peddling.

In the event that a final decision of a competent judicial authority within the Mexican territory shall determine the existence of any of such acts, Lessee may terminate this Agreement pursuant to Article 19.

In view of the foregoing, the Managing Unit of the Project shall notify the Subdirección de Suministros de la Dirección Copororativa de Operaciones for it to make the necessary notes in the registry of providers and contractors of Petróleos Mexicanos and its subsidiary organs.

ARTICLE 39. LANGUAGE

The Spanish version of this Agreement shall prevail over any of its translations.

The Parties shall exclusively use the Spanish language in all communications related to this Agreement.

ARTICLE 40. DISPOSSESSION OR DISTURBANCE

Pursuant to Article 415 of the LGTOC, in cases of dispossession, disturbance or any other acts, not attributable to Lessor, that may affect the use or enjoyment of the Jack-up Drilling Unit, the possession thereof or its ownership, Lessee shall have the obligation to take any measure necessary to recover the Jack-up Drilling Unit or to preserve its use or enjoyment. Therefore, during this period, Lessor shall not suspend performance of its obligations under this Agreement. In addition, Lessee shall exercise all relevant defenses whenever there shall exist any act or decision by any authority that might affect the possession or the ownership of the Jack-up Drilling Unit.

In case of occurrence of any of such events, Lessee shall provide notice thereof to Lessor no later than two Business Days after it shall obtain knowledge thereof. Lessee shall, upon request of the Lessor, provide any information that it may have with respect to such event, until the event(s) indicated in this Article shall be concluded.

If the claims or defenses are not properly presented or exercised, or if it shall be in the interest of Lessor, Lessor may bring such claims or defenses directly, notwithstanding those that Lessee may present, in accordance with Article 15.

The foregoing shall be in the understanding that, pursuant to Article 4.2, Lessor may not affect the total or partial use of the Jack-up Drilling Unit during the Term of the Lease.

ARTICLE 41. RATIFICATION AND REGISTRATION

This Agreement shall be ratified by the Parties before a Notary Public within thirty (30) business days following its execution, and the Lessee shall register this Agreement before the National Maritime Public Registry. The Parties agree that the cost for this actions shall be borne by Lessee.

ARTICLE 42. STANDING

Lessor shall authorize Lessee to file any claim or defense on its behalf in cases of dispossession, disturbance o any other act by a third party which may affect the use or enjoyment of the Jack-up Drilling Unit, the possession thereof or its ownership, including in cases when an act by or a decision of a governmental authority shall have such effect.

Lessor shall, at the moment of ratification of this Agreement referred to in Article 37, grant, at its own expense, an irrevocable power of attorney for claims and collection, pursuant to the first paragraph of Article 2554 of the Civil Code for the Federal District (Código Civil para el Distrito Federal) and its correlative statutes in the other States of the Mexican Republic, to the person(s) that Lessee shall appoint on the execution of this Agreement. Lessee shall have the right to substitute these people; in which case, Lessee shall request Lessor to grant a new power of attorney as provided in this Article within three (3) Business Days following such request, the cost of which shall be borne by Lessee.

IN WHITNESS WHEREOF, the Parties execute this Agreement through their representatives, in __ copies, of the same validity, on __ ___ , ____.

Lessor Lessee

______

ANNEX A

Early Acquisition Price

The Early Acquisition Price shall be equivalent to the amount of the monthly rents that shall not have yet been paid under this Agreement updated to reflect their present value at a discount rate equivalent to the regular interest rate under the Credit Agreement.

ANNEX B

Payment Calendar

[To be agreed by the Parties]

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