Notice of Redemption of Notes

20 September 2019

$375.0 million aggregate principal amount of 9⅛% Rule 144A: US890542AB97 890542 AB9
Senior Notes due 2022 Regulation S: USL90608AB30 L90608 AB3

Topaz Marine S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 46A, avenue John F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B 180.744 (the “Issuer“) gives notice to the holders of its $375.0 million aggregate principal amount of 9⅛% Senior Notes due 2022 (the “Notes“) of redemption in full of the outstanding Notes in accordance with Sections 3.03, 3.07(d), and 14.01 of the indenture dated as of July 26, 2017 (the “Indenture“) between, among others, Citibank, N.A., London Branch, as trustee, paying agent and security agent (the “Trustee“), and Citigroup Global Markets Deutschland AG, as registrar, and Paragraphs 5(d) and 9 of the Notes. All capitalized terms used herein and not defined shall have the meanings assigned to such terms in the Indenture.

The terms and conditions of the redemption are as follows:

  1. The redemption date for the Notes will be October 1, 2019 (the “Redemption Date”) and the record
    date will be September 30, 2019.
  2. The Notes will be redeemed at a redemption price (the “Redemption Price”) of:
    a.  104.5625% of the principal amount thereof, plus
    b.  accrued and unpaid interest thereon, but excluding, the Redemption Date, in an amount of approximately $16.48 for each $1,000 Note.
  3. The Paying Agent is Citibank, N.A., London Branch, Citigroup Centre, 25 Canada Square, Canary
    Wharf, London E14 5LB, United Kingdom.
  4. The Notes must be surrendered to the Paying Agent to collect the Redemption Price.
  5. Unless the Issuer defaults in paying the Redemption Price, interest on the Notes called for redemption shall cease to accrue on and after the Redemption Date.
  6. The Notes are being redeemed pursuant to Section 3.07(d) of the Indenture and paragraphs 5(d) and 9 of the Notes.
  7. No representation is made by the Issuer, the Trustee or the Paying Agent as to the correctness of the ISIN or CUSIP number either as printed on the Notes or as contained in this notice of redemption. Reliance may be placed only on the other identification numbers printed on the Notes.
  8. This notice of redemption is given on September 20, 2019.

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