PACIFIC DRILLING S.A., AND EACH OF THE GUARANTORS PARTY HERETO 5.375% SENIOR SECURED NOTES DUE 2020 INDENTURE Dated as of June 3, 2013 DEUTSCHE BANK TRUST COMPANY AMERICAS, as TrusteeIndenture • June 7th, 2013 • Pacific Drilling S.A. • Drilling oil & gas wells • New York
This INDENTURE, dated as of June 3, 2013 is among PACIFIC DRILLING S.A., a Luxembourg corporation under the form of a société anonyme (the “Company”), each GUARANTOR from time to time party hereto, as Guarantors, and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as Trustee.
BOND AGREEMENT between Pacific Drilling S.A. (as Issuer) and Norsk Tillitsmann ASA (as Bond Trustee) on behalf of the Bondholders in the bond issueBond Agreement • March 27th, 2012 • Pacific Drilling S.A. • Drilling oil & gas wells
SEVERANCE AND CHANGE OF CONTROL AGREEMENTSeverance and Change of Control Agreement • March 12th, 2020 • Pacific Drilling S.A. • Drilling oil & gas wells • Texas
This Severance and Change of Control Agreement (“Agreement”) between Pacific Drilling Manpower, Inc., a Delaware corporation (the “Company”), and _________ (the “Executive”) is dated as of ____________ (the “Agreement Date”).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG PACIFIC DRILLING S.A. AND THE OTHER PARTIES LISTED ON SCHEDULE I HERETO Dated as of November 19, 2018Registration Rights Agreement • November 20th, 2018 • Pacific Drilling S.A. • Drilling oil & gas wells • New York
This Registration Rights Agreement (the “Agreement”), dated as of November 19, 2018, is by and among Pacific Drilling S.A., a public limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg having its registered office at 8-10, Avenue de la Gare, L-610, Luxembourg and registered with the Luxembourg register of commerce and companies under registration number B159658 (including any of its successors by merger, acquisition, reorganization, conversion or otherwise, the “Company”), and the Persons set forth on Schedule I hereto. Unless otherwise indicated, capitalized terms used herein shall have the meanings ascribed to such terms in Section 1.01.
PACIFIC DRILLING S.A. RESTRICTED STOCK UNIT AGREEMENT (Director Award)Restricted Stock Unit Agreement • March 12th, 2020 • Pacific Drilling S.A. • Drilling oil & gas wells • Texas
Pacific Drilling S.A. (the “Company”) hereby grants you (the “Participant”) the following restricted stock units (“RSUs”) representing the right to receive shares of the Company’s share capital (“Shares”). The terms and conditions of this grant of RSUs are set forth in this Restricted Stock Unit Agreement (this “Agreement”), as well as in the Pacific Drilling S.A. 2018 Omnibus Stock Incentive Plan (the “Plan”), which is made a part of this document. Except as otherwise defined in this Agreement, capitalized terms have the respective meanings set forth in the Plan.
THIRD AMENDMENT AND RESTATEMENT AGREEMENT IN RESPECT OF THE PROJECT FACILITIES AGREEMENT AND THE INTERCREDITOR AGREEMENT among PACIFIC BORA LTD., PACIFIC MISTRAL LTD., PACIFIC SCIROCCO LTD. and PACIFIC SANTA ANA S.A R.L. as the Borrowers PACIFIC...Project Facilities Agreement and Intercreditor Agreement • May 31st, 2012 • Pacific Drilling S.A. • Drilling oil & gas wells • England
This AMENDED AND RESTATED PROJECT FACILITIES AGREEMENT (this “Agreement”), is dated 9 September 2010 (as amended and restated on 30 March 201land 30 March 2012, and as further amended and restated on 19 April 2012), and made between:
GUARANTYGuaranty • March 27th, 2012 • Pacific Drilling S.A. • Drilling oil & gas wells • New York
GUARANTY, dated as of November 29, 2011 (this “Guaranty”), made by Pacific Drilling S.A., a company organized and existing under the laws of Luxembourg (the “Guarantor”), in favor of Citigroup Inc. and each subsidiary or affiliate thereof (including Citibank, N.A. and each of its branches wherever located) (including its successors and assigns, “Citi”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 12th, 2020 • Pacific Drilling S.A. • Drilling oil & gas wells
This Employment Agreement (“Agreement”) is made and entered into by and between Pacific Drilling Manpower, Inc., a Delaware corporation (the “Company”) and an indirect wholly-owned subsidiary of Pacific Drilling S.A., a limited liability company (societe anonyme) organized under the laws of Luxembourg, having its registered office located at 8-10 Avenue de la Gare, L-1610 Luxembourg, and registered with the Luxembourg register of commerce and companies under number B 159658, organized under the laws of Luxembourg (the “Parent”), the Parent for the purposes of Section 26 of this Agreement, and Bernie G. Wolford, Jr. (“Employee”) (collectively, the “Parties”), effective as of November 19, 2018 (the “Effective Date”).
LETTER OF CREDIT REIMBURSEMENT AGREEMENTLetter of Credit Reimbursement Agreement • March 27th, 2012 • Pacific Drilling S.A. • Drilling oil & gas wells
LETTER OF CREDIT REIMBURSEMENT AGREEMENT, dated December 6, 2011 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), between PACIFIC INTERNATIONAL DRILLING WEST AFRICA LIMITED (the “Applicant”), a corporation organized and existing under the laws of [Nigeria], and STANDARD CHARTERED BANK (the “Bank”), a bank organized and existing under the laws of England and Wales.
AMENDED AND RESTATED COMMITMENT AGREEMENT (SECOND LIEN) AMONGCommitment Agreement • September 6th, 2018 • Pacific Drilling S.A. • Drilling oil & gas wells • New York
THIS AMENDED AND RESTATED COMMITMENT AGREEMENT (SECOND LIEN) (this “Agreement”), dated as of September 6, 2018, is made by and among Pacific Drilling S.A., a Luxembourg public limited liability company and the ultimate parent of each of the other Debtors (as the debtor in possession and a reorganized debtor, as applicable, the “Company”), on behalf of itself and each of the other Debtors (as defined below), on the one hand, and each Commitment Party (as defined below), on the other hand. The Company and each Commitment Party is referred to herein, individually, as a “Party” and, collectively, as the “Parties.” Capitalized terms that are used but not otherwise defined in this Agreement shall have the meanings given to them in Section 1.1 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 27th, 2012 • Pacific Drilling S.A. • Drilling oil & gas wells • Texas
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of November 16, 2011, by and between Pacific Drilling S.A., a company organized under the laws of Luxembourg (the “Company”), and Quantum Pacific (Gibraltar) Limited, a company organized under the laws of Gibraltar (“Quantum”). The Company and Quantum are referred to collectively herein as the “Parties.”
INDEMNITY AGREEMENTIndemnity Agreement • March 12th, 2020 • Pacific Drilling S.A. • Drilling oil & gas wells • Delaware
This INDEMNITY AGREEMENT is made as of _____________ (the “Agreement Date”), by and between Pacific Drilling S.A., 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 8-10 Avenue de la Gare, L-1610, Luxembourg (the “Company”), and Pacific Drilling Manpower, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of the Company (“PDMI”), on the one hand, and __________ (“Indemnitee”), on the other hand.
U.S. DOLLAR 91,943,797 NAIRA LETTER OF CREDIT FACILITY AND GUARANTY AGREEMENT Dated as of April 19, 2012 Among PACIFIC BORA LTD. As Owner, U.S. Account Party PACIFIC DRILLING (GIBRALTAR) LIMITED As U.S. Account Party PACIFIC DRILLING LIMITED As U.S....Naira Letter of Credit Facility and Guaranty Agreement • May 31st, 2012 • Pacific Drilling S.A. • Drilling oil & gas wells • New York
LETTER OF CREDIT FACILITY AND GUARANTY AGREEMENT, dated as of April 19, 2012, among PACIFIC BORA LTD., a Liberian corporation (“PBL”), as owner, U.S. account party and joint and several borrower (the “Owner,” “U.S. Account Party” and “Borrower”), PACIFIC DRILLING (GIBRALTAR) LIMITED, a Gibraltar company (“PDGL”), as U.S. account party and joint and several borrower (“U.S. Account Party” and “Borrower”), PACIFIC DRILLING LIMITED, a Liberian corporation (“PDL”), as U.S. co-applicant and joint and several borrower (“U.S. Account Party” and “Borrower”), PACIFIC DRILLING S.A., a company incorporated under the laws of Luxembourg (“PDSA”), as guarantor (the “Guarantor”), and the banks, financial institutions and other institutional lenders (the “Initial Lenders”) listed on the signature pages hereof, CITIBANK, N.A. (“Citibank”), as issuing bank (the “Issuing Bank”), Citibank, as administrative agent (together with any successor agent appointed pursuant to Article VIII, the “Administrative Age
PACIFIC DRILLING S.A. RESTRICTED STOCK UNIT AGREEMENT (CEO Award)Restricted Stock Unit Agreement • May 8th, 2020 • Pacific Drilling S.A. • Drilling oil & gas wells • Texas
Pacific Drilling S.A. (the “Company”) hereby grants you (the “Participant”) the following restricted stock units (“RSUs”) representing the right to receive an equivalent number of shares of the Company’s share capital (“Shares”). The terms and conditions of this grant of RSUs are set forth in this Restricted Stock Unit Agreement (this “Agreement”), as well as in the Pacific Drilling S.A. 2018 Omnibus Stock Incentive Plan (the “Plan”), which is made a part of this document. Except as otherwise defined in this Agreement, capitalized terms have the respective meanings set forth in the Plan.
LETTER OF CREDIT PLEDGE FORM PLEDGE AGREEMENTPledge Agreement • March 27th, 2012 • Pacific Drilling S.A. • Drilling oil & gas wells • New York
PLEDGE AGREEMENT, dated as of November 29, 2011 between PACIFIC DRILLING (GIBRALTAR) LTD, a corporation organized and existing under the laws of Gibraltar (together with its successors and permitted assigns, the “Pledgor”), and CITIBANK, N.A. (together with its successors and assigns, the “Bank”).
INTERCREDITOR AGREEMENT dated as of November 19, 2018 between Wilmington Trust, National Association, as First Lien Collateral Agent, and Wilmington Trust, National Association, as Junior Lien Collateral Agent And acknowledged and agreed to by the...Intercreditor Agreement • November 20th, 2018 • Pacific Drilling S.A. • Drilling oil & gas wells • New York
THIS INTERCREDITOR AGREEMENT, dated as of November 19, 2018 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is between Wilmington Trust, National Association, solely in its capacity as the collateral agent for the First Lien Secured Parties referred to herein (in such capacity, and together with its successors and assigns in such capacity, the “First Lien Collateral Agent”) and Wilmington Trust, National Association, solely in its capacity as the collateral agent for the Junior Lien Secured Parties referred to herein (in such capacity, and together with its successors and assigns in such capacity, the “Junior Lien Collateral Agent”), and acknowledged and agreed to by Pacific Drilling S.A., a Luxembourg corporation under the form of société anonyme (together with its successors and permitted assigns, the “Company”) and the Grantors (as defined below) on the signature pages hereto.
PACIFIC DRILLING S.A. PERFORMANCE SHARE UNIT AGREEMENT (CEO Award)Performance Share Unit Agreement • May 8th, 2020 • Pacific Drilling S.A. • Drilling oil & gas wells • Texas
Pacific Drilling S.A. (the “Company”) hereby grants you (the “Participant”) the following performance share units (referred to as “PSUs”) representing the right to receive an equivalent number of shares of the Company’s share capital (“Shares”). The terms and conditions of this grant of PSUs are set forth in this Performance Share Unit Agreement (this “Agreement”), as well as in the Pacific Drilling S.A. 2018 Omnibus Stock Incentive Plan (the “Plan”), which is made a part of this document. The PSUs represent performance-based restricted stock units under Section 6 of the Plan. Except as otherwise defined in this Agreement, capitalized terms have the respective meanings set forth in the Plan.
TERMINATION AGREEMENTTermination Agreement • May 31st, 2012 • Pacific Drilling S.A. • Drilling oil & gas wells • New York
This TERMINATION AGREEMENT (this “Agreement”) dated as of April 19, 2012, is among PACIFIC DRILLING (GIBRALTAR) LIMITED, a Gibraltar company (“PDGL”), PACIFIC DRILLING S.A., a company incorporated under the laws of Luxembourg (“PDSA”), and CITIBANK, N.A. (“Citibank”) .
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • November 6th, 2020 • Pacific Drilling S.A. • Drilling oil & gas wells
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) between Pacific Drilling Manpower, Inc., a Delaware corporation (the “Company”) and Bernie G. Wolford, Jr. (“Employee”) is dated effective as of August 25, 2020 (the “Amendment Date”).
AMENDMENT NO. 4 TO SENIOR SECURED CREDIT FACILITY AGREEMENTSenior Secured Credit Facility Agreement • March 16th, 2015 • Pacific Drilling S.A. • Drilling oil & gas wells • New York
INTERCREDITOR AGREEMENTIntercreditor Agreement • June 7th, 2013 • Pacific Drilling S.A. • Drilling oil & gas wells • New York
THIS INTERCREDITOR AGREEMENT is dated as of June 3, 2013 (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, this “Agreement”), by and among: (i) CITIBANK, N.A., as Pari Passu Collateral Agent (as defined below) for the Pari Passu Secured Parties referred to below; (ii) CITIBANK, N.A., as administrative agent for the Revolving Credit Agreement Secured Parties referred to below (together with its successors and permitted assigns, in such capacity, the “Revolving Credit Agreement Agent”); (iii) CITIBANK, N.A., as administrative agent for the Term Loan Secured Parties referred to below (together with its successors and permitted assigns, in such capacity, the “Term Loan Agent”); (iv) DEUTSCHE BANK TRUST COMPANY AMERICAS, as trustee under the Indenture (as defined below) (together with its successors and permitted assigns, in such capacity, the “Trustee”); (v) PACIFIC DRILLING S.A., a Luxembourg corporation under the form of a société a
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 16th, 2015 • Pacific Drilling S.A. • Drilling oil & gas wells • New York
FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Fourth Amendment”), dated as of March 2, 2015 by and among PACIFIC DRILLING S.A., a Luxembourg corporation under the form of a société anonyme (the “Borrower”), the lenders party hereto (each, a “Lender” and, collectively, the “Lenders”), the Issuing Lenders party hereto, and CITIBANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.
PACIFIC DRILLING V LIMITED, as the Issuer, PACIFIC DRILLING S.A., as the Parent Guarantor, AND EACH ISSUER SUBSIDIARY GUARANTOR FROM TIME TO TIME PARTY HERETO 7.250% SENIOR SECURED NOTES DUE 2017 INDENTURE Dated as of November 28, 2012 DEUTSCHE BANK...Indenture • December 5th, 2012 • Pacific Drilling S.A. • Drilling oil & gas wells • New York
This INDENTURE, dated as of November 28, 2012 is among PACIFIC DRILLING V LIMITED, a British Virgin Islands company limited by shares (the “Issuer”), PACIFIC DRILLING S.A., a Luxembourg corporation under the form of a société anonyme (the “Parent”), and each ISSUER SUBSIDIARY GUARANTOR from time to time party hereto, as Guarantors, and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as Trustee and as Collateral Agent.
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 24th, 2017 • Pacific Drilling S.A. • Drilling oil & gas wells • New York
SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Sixth Amendment”), dated as of January 20, 2017 by and among Pacific Drilling S.A., 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 address at 8-10 Avenue de la Gare, L-1610, Luxembourg (the “Borrower”), the lenders party hereto (each, a “Lender” and, collectively, the “Lenders”), the Issuing Lenders party hereto, and CITIBANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.
REVOLVING CREDIT AGREEMENT dated as of February 7, 2020, among PACIFIC DRILLING S.A., as Borrower, THE LENDERS PARTY HERETO and ANGELO, GORDON ENERGY SERVICER, LLC, as Administrative AgentRevolving Credit Agreement • February 11th, 2020 • Pacific Drilling S.A. • Drilling oil & gas wells • New York
REVOLVING CREDIT AGREEMENT dated as of February 7, 2020 (this “Agreement”), among PACIFIC DRILLING S.A., a public limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg (the “Borrower”), the Lenders (as defined in Article I), and ANGELO, GORDON ENERGY SERVICER, LLC, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.
GOVERNANCE AGREEMENT by and among PACIFIC DRILLING S.A. - and - THE OTHER PARTIES LISTED ON SCHEDULE I HERETO Dated as of November 19, 2018Governance Agreement • November 20th, 2018 • Pacific Drilling S.A. • Drilling oil & gas wells • New York
This GOVERNANCE AGREEMENT, dated as of November 19, 2018 (this “Agreement”), is entered into by and among Pacific Drilling S.A., a public limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg having its registered office at 8-10, Avenue de la Gare, L-1610, Luxembourg and registered with the Luxembourg register of commerce and companies under registration number B159658 (including any of its successors by merger, acquisition, reorganization, conversion or otherwise, the “Company”), and the Persons set forth on Schedule I hereto.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 16th, 2015 • Pacific Drilling S.A. • Drilling oil & gas wells • New York
FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of March 2, 2015 by and among PACIFIC DRILLING S.A., a Luxembourg corporation under the form of a société anonyme (the “Borrower”), the lenders party hereto (each, a “Lender” and, collectively, the “Lenders”) and CITIBANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.
PERSONAL AND CONFIDENTIAL August 20, 2020 [Participant Name] Dear [·],Cash Bonus Agreement • November 6th, 2020 • Pacific Drilling S.A. • Drilling oil & gas wells • Texas
As you know, Pacific Drilling S.A. (“PDSA”), the parent company of Pacific Drilling Manpower, Inc. (the “Company”), is currently facing a challenging business environment. In light of this situation, the Company determined that our compensation program should be restructured to better align with the Company’s performance and employee retention priorities. As such, we have made certain changes to your compensation and offer you the opportunity to earn cash bonuses on the terms and conditions set forth in this letter agreement (this “Agreement”). We thank you for our continued dedication to the Company.
AMENDMENT NO. 6 TO SENIOR SECURED CREDIT FACILITY AGREEMENT, dated as of January 20, 2017 (this “Amendment”), among the undersigned:Senior Secured Credit Facility Agreement • February 24th, 2017 • Pacific Drilling S.A. • Drilling oil & gas wells • New York
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • November 6th, 2020 • Pacific Drilling S.A. • Drilling oil & gas wells
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) between Pacific Drilling Manpower, Inc., a Delaware corporation (the “Company”) and James W. Harris (“Employee”) is dated effective as of August 25, 2020 (the “Amendment Date”).
CREDIT AGREEMENT amongCredit Agreement • November 4th, 2014 • Pacific Drilling S.A. • Drilling oil & gas wells • New York
CREDIT AGREEMENT, dated as of October 29, 2014, among PACIFIC DRILLING S.A., a Luxembourg corporation under the form of a société anonyme (the “Borrower”), the Lenders party hereto from time to time, and CITIBANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). All capitalized terms used herein and defined in Section 1 are used herein as therein defined.
AMENDMENT AND RESTATEMENT AGREEMENT IN RESPECT OF THE PROJECT FACILITIES AGREEMENT AND THE INTERCREDITOR AGREEMENT among PACIFIC BORA LTD. PACIFIC MISTRAL LTD. PACIFIC SCIROCCO LTD. PACIFIC SANTA ANA LTD. as the Borrowers PACIFIC DRILLING LIMITED as...Amendment and Restatement Agreement • November 7th, 2011 • Pacific Drilling S.A. • Drilling oil & gas wells • England
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which are acknowledged, the Parties agree as follows:
SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION TERM LOAN AGREEMENT among PACIFIC DRILLING S.A., a Debtor and Debtor-in-Possession under chapter 11 of the Bankruptcy Code, as Borrower, THE SUBSIDIARY GUARANTORS PARTY HERETO, each a Debtor and Debtor-in-...Superpriority Secured Debtor-in-Possession Term Loan Agreement • October 1st, 2018 • Pacific Drilling S.A. • Drilling oil & gas wells
SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION TERM LOAN AGREEMENT, dated as of September 25, 2018, among PACIFIC DRILLING S.A., a Luxembourg corporation under the form of a société anonyme (the “Borrower”) and a debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code, the Subsidiary Guarantors party hereto, each of the forgoing a debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code, the Lenders party hereto from time to time, and Wilmington Trust, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent (in such capacity, the “Collateral Agent”). All capitalized terms used herein and defined in Section 1 are used herein as therein defined.
Re: Modification of Severance and Change of Control AgreementSeverance and Change of Control Agreement • May 8th, 2020 • Pacific Drilling S.A. • Drilling oil & gas wells
You are currently a party to a Severance and Change of Control Agreement with Pacific Drilling Manpower, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Pacific Drilling S.A. (together, the “Company”), dated as of January 1, 2016, as amended or restated from time to time (your “Change of Control Agreement”). Capitalized terms used but not defined herein shall have the meaning set forth in the Change of Control Agreement.
TERMINATION AGREEMENTTermination Agreement • May 31st, 2012 • Pacific Drilling S.A. • Drilling oil & gas wells • New York
This TERMINATION AGREEMENT (this “Agreement”) dated as of April 19, 2012, is among PACIFIC DRILLING (GIBRALTAR) LIMITED, a Gibraltar company (“PDGL”), QUANTUM PACIFIC INTERNATIONAL LIMITED, a British Virgin Islands company (“QPIL”), and CITIBANK, N.A. (“Citibank”).
