PACIFIC DRILLING S. A., a company incorporated under the laws of Luxembourg with registration number B 159.658 and having its registered office at 00X, Xxxxxxxxx Xxxxx, Xxxxxxxxxx X-0000, Xxxxx Xxxxx of Luxembourg (“Pacific Drilling”);
PACIFIC DRILLING S. A., a public limited liability company (société anonyme) incorporated under the laws of the Grand-Duchy of Luxembourg, with its registered office at 0-00, Xxxxxx xx xx Xxxx X-0000 Xxxxxxxxxx and registered with the Luxembourg trade and companies register under number B.159658 (“PDSA”), as guarantor (the “Guarantor”);
PACIFIC DRILLING S. A., a public limited liability company (a sociéte anonyme) incorporated under the laws of Luxembourg registered with the Luxembourg register of commerce and companies (RCS) under registration number B159.658, having its registered address at 37 rue d’Anvers, X-0000 Xxxxxxxxxx as issuer (the “Issuer”), and
PACIFIC DRILLING S. A. (“PDSA”), a public limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg registered with the Luxembourg register of commerce and companies under registration number B159658, having its registered office at 0-00 Xxxxxx xx xx Xxxx, X-0000, Xxxxxxxxxx, and each of its direct or indirect subsidiaries listed on Exhibit A to this Agreement that have executed and delivered counterpart signature pages to this Agreement (each a “Company Party” and, collectively, the “Company”);
PACIFIC DRILLING S. A. Senior Unsecured Bond Issue 2012/2015”. The International Securities Identification Number (ISIN) of the Bond Issue will be NO 001 063707.7. The tenor of the Bonds is from and including the Issue Date to the Maturity Date.
PACIFIC DRILLING S. A. 00000 Xxxx Xxxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Attn: Xxxx Xxxxxx Xxxxxxxx E-mail Address: x.xxxxxxxx@xxxxxxxxxxxxxxx.xxx With a copy to: Xxxxxx & Xxxxxxx, LLP 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Attn: Xxxxxx Xxxxx; Xxxxxxxx Xxxxxx; Xxxx Xxxxx E-mail Address:Xxxxxx.Xxxxx@xx.xxx Xxxxxxxx.Xxxxxx@xx.xxx Xxxx.Xxxxx@xx.xxx Xxxxxx & Xxxxxxx LLP 000 Xxxx Xxxxxx Xxxxx 0000 Xxxxxxx, XX 00000 Attn: Xxxxxx X. Xxxxxx E-mail Address: xxxxxx.xxxxxx@xx.xxx If to any member of the Ad Hoc Crossover Group or Backstop Parties, to the address set forth beneath such lender’s signature block, with a copy to: Akin Gump Xxxxxxx Xxxxx & Xxxx LLP One Bryant Park Bank of America Xxxxx Xxx Xxxx, XX 00000-0000 Attn: Xxxxxxx Xxxxxx E-mail Address: xxxxxxx@xxxxxxxx.xxx; Akin Gump Xxxxxxx Xxxxx & Xxxx LLP Xxxxxx X. Xxxxxxx Tower 0000 X Xxxxxx, X.X. Xxxxxxxxxx, XX 00000-0000 Attn: Xxxxx Xxxxx E-mail Address: xxxxxx@xxxxxxxx.xxx If to a Consenting Second Lien Creditor, to the address set forth beneath such lender’s signature block, with a copy to: Milbank LLP 00 Xxxxxx Xxxxx New York, NY 10001-2163 Attn: Xxxxx Xxxxxxxxx E-mail Address: xxxxxxxxxx@xxxxxxx.xxx Milbank LLP 0000 X Xxxxxx, XX Xxxxx 0000, Xxxxxxxxxx X.X. 00000 Attn: Xxxxxx Xxxxxxx E-mail Address: xxxxxxxx@xxxxxxx.xxx If to any Consenting First Lien Creditor not in the Ad Hoc Crossover Group: To the address (if any) specified on the signature page of this Agreement for the applicable Consenting First Lien Creditor.
PACIFIC DRILLING S. A., a Luxembourg corporation under the form of a société anonyme (the “Company”), promises to pay interest on the unpaid principal amount of this Note at 5.375% per annum. The Company will pay interest semi-annually in arrears on June 1 and December 1 of each year (each an “Interest Payment Date”), commencing December 1, 2013. In certain circumstances specified in the Indenture, the Company may be required to pay Additional Amounts with respect to the Notes. Whenever in this Note there is mentioned, in any context, the payment of amounts based upon the principal amount of this Note or of principal, interest or of any other amount payable under, or with respect to, this Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. If any date for payment on the Notes falls on a day that is not a Business Day, such payment may be made on the next succeeding Business Day with the same force and effect as if made on the due date, and no additional interest will accrue solely as a result of such delayed payment. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of original issuance; provided that if there is no existing Default or Event of Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date, except in the case of the original issuance of Notes, in which case interest shall accrue from the date of authentication. The Company shall pay (i) interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is equal to the then applicable interest rate on the Notes and (ii) interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Amounts, if any, (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
PACIFIC DRILLING S. A., a Luxembourg corporation under the form of a société anonyme (together with its successors and permitted assigns, the “Company”); and (vi) each other Grantor (as defined below) and other party signatory hereto or that has executed a Joinder Consent Agreement (as defined below).
PACIFIC DRILLING S. A., a corporation organised and existing under the laws of Luxembourg (the “TI Bond Facility Guarantor”);
PACIFIC DRILLING S. A., a Luxembourg corporation organized under the form of a société anonyme (together with its successors and permitted assigns, the “Borrower”), the lenders from time to time party thereto, and Citibank, N.A., as administrative agent (in its capacity as the collateral agent, the “Collateral Agent”), have entered into a Credit Agreement, dated as of October 29, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), pursuant to which the lenders from time to time party thereto have made available to the Borrower an extension of credit in the form of loans in the aggregate principal amount of Five Hundred Million United States Dollars (US$500,000,000).
