SECOND AMENDMENT AGREEMENT IN RESPECT OF THE PROJECT FACILITIES AGREEMENT among PACIFIC BORA LTD., PACIFIC MISTRAL LTD., PACIFIC SCIROCCO LTD. and PACIFIC SANTA ANA S.À.R.L. as the Borrowers PACIFIC DRILLING LIMITED as the Guarantor PACIFIC...
Exhibit 4.18
SECOND AMENDMENT AGREEMENT IN RESPECT OF THE PROJECT
FACILITIES AGREEMENT
among
PACIFIC BORA LTD., PACIFIC MISTRAL LTD., PACIFIC SCIROCCO LTD. and
PACIFIC SANTA ▇▇▇ ▇.À.▇.▇.
as the Borrowers
PACIFIC DRILLING LIMITED
as the Guarantor
PACIFIC INTERNATIONAL DRILLING WEST AFRICA LIMITED and PACIFIC
DRILLING (GIBRALTAR) LTD
DNB BANK ASA, CREDIT AGRICOLE CORPORATE & INVESTMENT BANK,
CITIBANK, N.A., DVB BANK SE, NORDIC BRANCH, DANSKE BANK,
NORWEGIAN BRANCH, NIBC BANK N.V., NORDEA BANK FINLAND PLC, NEW
YORK BRANCH and SKANDINAVISKA ENSKILDA ▇▇▇▇▇▇ ▇▇ (PUBL.)
as the Mandated Lead Arrangers
THE COMMERCIAL FACILITY LENDERS LISTED IN SCHEDULE 1
as the Commercial Facility Lenders
THE NORWEGIAN GOVERNMENT, REPRESENTED BY THE MINISTRY OF
TRADE AND INDUSTRY
as the GIEK Facility Lender
THE EXPORT-IMPORT BANK OF KOREA
as the KEXIM Facility Lender
THE HEDGING PARTIES LISTED IN SCHEDULE 2
as the Hedging Parties
DNB BANK ASA
as the Commercial Facility Agent and GIEK Facility Agent
CREDIT AGRICOLE CORPORATE & INVESTMENT BANK
as the KEXIM Facility Agent
DNB BANK ASA
as the Security Trustee, Intercreditor Agent and Accounts Bank
and
CITIBANK, N.A. (NEW YORK BRANCH)
as the Operating Accounts Bank and the TI Bond Facility Accounts Bank
TABLE OF CONTENTS
| Page | ||||
| 1. | INTERPRETATION | 2 | ||
| 2. | AMENDMENT OF THE PROJECT FACILITIES AGREEMENT | 2 | ||
| 3. | GUARANTOR AND SECURITY CONFIRMATION | 3 | ||
| 4. | REPRESENTATIONS AND WARRANTIES | 4 | ||
| 5. | MISCELLANEOUS | 4 | ||
| 6. | GOVERNING LAW | 4 | ||
| SCHEDULE 1 COMMERCIAL FACILITY LENDERS | 5 | |||
| SCHEDULE 2 HEDGING PARTIES | 6 | |||
| SCHEDULE 3 CONDITIONS PRECEDENT | 7 | |||
| SCHEDULE 4 REPAYMENT SCHEDULES | 9 | |||
THIS SECOND AMENDMENT AGREEMENT (this “Agreement”) is dated 28 December 2012 and made between:
| (1) | PACIFIC BORA LTD., PACIFIC MISTRAL LTD., and PACIFIC SCIROCCO LTD. each a corporation organised and existing under the laws of Liberia, and PACIFIC SANTA ▇▇▇ ▇.À.▇.▇., a private limited company (société à responsabilité limitée) incorporated under the laws of Luxembourg, having its registered office at 37, rue d’Anvers, ▇-▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, having a share capital of USD 20,002 and registered with the Luxembourg trade and companies register under number B 167.700 (as the “Borrowers”); |
| (2) | PACIFIC DRILLING LIMITED, a corporation organised and existing under the laws of Liberia (as the “Guarantor”); |
| (3) | PACIFIC INTERNATIONAL DRILLING WEST AFRICA LIMITED, a corporation organised and existing under the laws of Nigeria (“PIDWAL”); |
| (4) | PACIFIC DRILLING (GIBRALTAR) LTD, a company incorporated and existing under the laws of Gibraltar (“Pacific Gibco”); |
| (5) | DNB BANK ASA (formerly known as DnB NOR Bank ASA (New York Branch), CREDIT AGRICOLE CORPORATE & INVESTMENT BANK, CITIBANK, N.A., DVB BANK SE, NORDIC BRANCH, DANSKE BANK, NORWEGIAN BRANCH, NIBC BANK N.V., NORDEA BANK FINLAND PLC, NEW YORK BRANCH and SKANDINAVISKA ENSKILDA ▇▇▇▇▇▇ ▇▇ (PUBL.) (as the “Mandated Lead Arrangers”); |
| (6) | THE COMMERCIAL FACILITY LENDERS LISTED IN SCHEDULE 1 (as the “Commercial Facility Lenders”); |
| (7) | THE NORWEGIAN GOVERNMENT, REPRESENTED BY THE MINISTRY OF TRADE AND INDUSTRY (as the “GIEK Facility Lender”); |
| (8) | THE EXPORT-IMPORT BANK OF KOREA (as the “KEXIM Facility Lender”); |
| (9) | THE HEDGING PARTIES LISTED IN SCHEDULE 2 (as the “Hedging Parties”); |
| (10) | DNB BANK ASA (as the “Commercial Facility Agent”); |
| (11) | DNB BANK ASA (as the “GIEK Facility Agent”); |
| (12) | CREDIT AGRICOLE CORPORATE & INVESTMENT BANK (as the “KEXIM Facility Agent”); |
| (13) | DNB BANK ASA (on behalf of each of the Secured Parties) (as the “Security Trustee”); |
| (14) | DNB BANK ASA (as the “Intercreditor Agent”); |
| (15) | DNB BANK ASA (as the “Accounts Bank”); |
| (16) | CITIBANK, N.A. (NEW YORK BRANCH) (as the “Operating Accounts Bank”); and |
| (17) | CITIBANK, N.A. (NEW YORK BRANCH) (as the “TI Bond Facility Accounts Bank”); |
(each a “Party” and together the “Parties”).
WHEREAS:
| (A) | the Borrowers, the Guarantor, the Mandated Lead Arrangers, the Commercial Facility Lenders, the GIEK Facility Lender, the KEXIM Facility Lender, the Hedging Parties, the Commercial Facility Agent, the GIEK Facility Agent, the KEXIM Facility Agent, the Security Trustee, the Intercreditor Agent, the Accounts Bank, the Operating Accounts Bank and the TI Bond Facility Accounts Bank are all parties to a project facilities agreement dated 9 September 2010, as amended on 16 November 2010, as first amended and restated on 30 March 2011 and as further amended and restated on 30 March 2012 and 19 April 2012, and as otherwise amended and/or restated from time to time (the “Project Facilities Agreement”); and |
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| (B) | the Parties have agreed to enter into this Agreement in order further to amend the Project Facilities Agreement in the manner set out below, |
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:
| 1. | INTERPRETATION |
| 1.1 | Definitions |
In this Agreement:
“Chargor” means each of Pacific Gibco and PIDWAL;
“Effective Date” means the date upon which the Intercreditor Agent (acting on the instructions of Facility Agents representing one hundred per cent. of the Lenders) notifies each Facility Agent and the Guarantor that it has received copies of each of the documents listed in Schedule 3 (Conditions precedent) in form and substance satisfactory to it, and that all of the other conditions precedent listed in Schedule 3 (Conditions precedent) have been satisfied or waived; and
“PIDWAL Share Pledge” means the agreement entitled “Charge Over Shares” dated 30 August 2012 and entered into between PIDWAL as Chargor and DNB Bank ASA as Security Trustee in respect of PIDWAL’s shares in Pacific Scirocco Ltd.
| 1.2 | Construction |
| (a) | Except as otherwise expressly provided in this Agreement, capitalised terms used in this Agreement shall have the meanings given to them in the Project Facilities Agreement, as the Project Facilities Agreement shall be further amended in accordance with this Agreement. To the extent such terms are defined by reference to any other Transaction Document, for the purposes of this Agreement, such terms shall continue to have their original definitions (but shall be subject to and interpreted in accordance with the governing law of this Agreement) notwithstanding any termination, expiration or amendment of any such Transaction Document, except to the extent the Parties agree to the contrary. |
| (b) | Clause 1.2 (Interpretation) of the Project Facilities Agreement will be deemed to be set out in full in this Agreement, save that references therein to “this Agreement” shall be construed as references to this Agreement. |
| (c) | With effect from (and including) the Effective Date and unless the context otherwise requires, references in the Project Facilities Agreement to “this Agreement” shall be references to the Project Facilities Agreement as amended by this Agreement and words such as “herein”, “hereof, “hereunder”, “hereafter”, “hereby” and “hereto”, where they appear in the Project Facilities Agreement shall be construed accordingly. |
| 1.3 | Deed |
The Parties intend that this Agreement shall take effect as a deed, notwithstanding that a party to it may only execute it under hand.
| 2. | AMENDMENT OF THE PROJECT FACILITIES AGREEMENT |
| 2.1 | Amendments |
With effect from (and including) the Effective Date:
| (a) | the Project Facilities Agreement shall be amended as follows: |
| (i) | clause 7.1 (Selection of Interest Periods) of the Project Facilities Agreement shall be amended such that the words “or six” shall be deleted from each of sub-clauses (d) and (f); |
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| (ii) | clause 7.1 (Selection of Interest Periods) of the Project Facilities Agreement shall be amended such that the words “or six months” shall be deleted from sub-clause (e); |
| (iii) | the definition of “Monthly Principal Factor” in schedule 1 (Definitions) to the Project Facilities Agreement shall be amended such that each occurrence of the word “six” shall be deleted and replaced with the word “three”; and |
| (iv) | the definition of “Repayment Date” in schedule 1 (Definitions) to the Project Facilities Agreement shall be amended such that each occurrence of the word “six” shall be deleted and replaced with the word “three”; and |
| (b) | the Repayment Schedules set out in Schedule 4 (Repayment Schedules) shall be the applicable Repayment Schedules in respect of each Tranche. |
| 2.2 | Continuing effect |
Except as varied by the terms of this Agreement, the Project Facilities Agreement will remain in full force and effect and, with effect from (and including) the Effective Date, any reference in the Project Facilities Agreement or any other Finance Document to the Project Facilities Agreement or to any provision of the Project Facilities Agreement will be construed as a reference to the Project Facilities Agreement or that provision (as the case may be), as amended by this Agreement.
| 2.3 | Further assurance |
Each Obligor shall, at the request of the Intercreditor Agent and at its own expense, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected pursuant to this Agreement.
| 2.4 | Finance Documents |
The Parties agree that this Agreement is designated as a Finance Document.
| 3. | GUARANTOR AND SECURITY CONFIRMATION |
| 3.1 | Guarantee confirmation |
The Guarantor confirms that, with effect from (and including) the Effective Date, the guarantees and indemnities set out in clause 15 (Guarantee) of the Project Facilities Agreement, as amended by this Agreement, shall:
| (a) | continue to apply in respect of the obligations of each Borrower under the Finance Documents; and |
| (b) | extend to all new obligations of any Borrower under the Finance Documents arising from the amendments effected by this Agreement. |
| 3.2 | Guarantor waiver of defences |
The Guarantor hereby waives any defences or counterclaims it may have to its obligations under clause 15 (Guarantees) of the Project Facilities Agreement, as amended by this Agreement, as a result of the transactions contemplated by this Agreement.
| 3.3 | Security confirmation |
Each Obligor and each Chargor confirms that, with effect from (and including) the Effective Date, the liabilities and obligations arising in respect of the Senior Debt, howsoever arising, owed by the Obligors under the Project Facilities Agreement, as amended by this Agreement, or owed under any other Finance Document shall form part of (but do not limit) the Senior Debt Obligations.
| 3.4 | No novation |
Each of the Parties confirms that the amendment of the Project Facilities Agreement pursuant to this Agreement shall not constitute a novation of the Project Facilities Agreement.
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| 4. | REPRESENTATIONS AND WARRANTIES |
| 4.1 | Obligor representations and warranties |
Each Obligor makes each of the Repeating Representations relating to it for the benefit of the Secured Parties as of the date of this Agreement, and such representations and warranties shall be deemed to be repeated on the Effective Date by reference to the facts and circumstances existing on that date.
| 4.2 | PIDWAL representations and warranties |
(a) PIDWAL makes each of the representations and warranties set out in clause 6 (Representations and warranties) of the PIDWAL Share Pledge for the benefit of the Secured Parties as of the date of this Agreement, and such representations and warranties shall be deemed to be repeated on the Effective Date by reference to the facts and circumstances existing on that date.
(b) For the purposes of this Clause 4.2 (PIDWAL representations and warranties), references to “this Charge” in clauses 6.2 (Organisation), 6.3 (Legality, validity and enforceability), 6.6 (Consent), 6.7 (No conflict), 6.8 (No proceedings), 6.9 (Immunity) and 6.11 (Governing law and enforcement) of the PIDWAL Share Pledge also shall be deemed to refer to this Agreement.
| 4.3 | Pacific Gibco representations and warranties |
| (a) | Pacific Gibco makes each of the representations and warranties set out in clause 6 (Representations and warranties) of the Pacific Gibco Share Pledge for the benefit of the Secured Parties as of the date of this Agreement, and such representations and warranties shall be deemed to be repeated on the Effective Date by reference to the facts and circumstances existing on that date. |
| (b) | For the purposes of this Clause 4.3 (Pacific Gibco representations and warranties), references to “this Charge” in clauses 6.2 (Organisation), 6.3 (Legality, validity and enforceability), 6.6 (Consent), 6.7 (No conflict), 6.8 (No proceedings), 6.9 (Immunity) and 6.11 (Governing law and enforcement) of the Pacific Gibco Share Pledge also shall be deemed to refer to this Agreement. |
| 5. | MISCELLANEOUS |
| 5.1 | Counterparts |
This Agreement may be executed in one or more counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.
| 5.2 | Incorporation of terms |
Each Party agrees that the provisions of clauses 1.3 (Third party rights), 36.2 (Jurisdiction), 36.3 (Service of process), 37.1 (Notices), 37.4 (Amendments), 37.6 (Delay and waiver), 37.7 (Entire agreement), 37.8 (Successors and assigns), 37.9 (Severability), 37.10 (Reinstatement), 37.12 (Termination), 37.13 (No partnership), 37.14 (No reliance), 37.15 (English language) and 37.16 (Waiver of Immunity) of the Project Facilities Agreement are incorporated into this Agreement as if such provisions were set out, mutatis mutandis, in this Agreement.
| 6. | GOVERNING LAW |
This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.
IN WITNESS whereof this Agreement has been duly executed as a deed on the date first above written.
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SCHEDULE 1
COMMERCIAL FACILITY LENDERS
ABN AMRO Bank N.V., Oslo Branch
Citibank, N.A.
Crédit Agricole Corporate & Investment Bank
DNB Bank ASA
DVB Bank SE, Nordic Branch
Danske Bank, Norwegian Branch
NIBC Bank N.V.
Nordea Bank Finland Plc, New York Branch
Skandinaviska Enskilda ▇▇▇▇▇▇ ▇▇ (publ.)
Standard Chartered Bank
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SCHEDULE 2
HEDGING PARTIES
Citibank, N.A.
Danske Bank A/S
DNB Bank ASA
NIBC Bank N.V.
Skandinaviska Enskilda ▇▇▇▇▇▇ ▇▇ (publ.)
Credit Agricole Corporate & Investment Bank
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SCHEDULE 3
CONDITIONS PRECEDENT
| 1. | FINANCE DOCUMENTS |
There shall have been delivered to the Intercreditor Agent by or on behalf of the Obligors and the Chargors, an executed original of this Agreement.
| 2. | CORPORATE AUTHORITY OF OBLIGORS |
| (a) | Each Obligor and each Chargor shall have delivered to the Intercreditor Agent, a copy of one or more resolutions or other authorisations of such Obligor or Chargor (as applicable), certified by an Authorised Representative of such Obligor or Chargor (as applicable) as being in full force and effect on the date of this Agreement authorising: |
| (i) | the execution and delivery and performance of this Agreement; and |
| (ii) | a specified Person or Persons (including any applicable attorney) to execute and deliver the agreements described in paragraph 2(a)(i) above to which it is a party. |
| (b) | Each Obligor and each Chargor shall have delivered to the Intercreditor Agent a specimen of the signature of each Person authorised by the resolution referred to in paragraph 2(a) above and any other relevant authorisations including any applicable powers of attorney. |
| (c) | Each Obligor and each Chargor shall have delivered to the Intercreditor Agent a certificate of good standing or an equivalent document, to the extent such document is available in the relevant jurisdiction. |
| 3. | OPINIONS |
The Intercreditor Agent shall have received electronic copies of each of the following opinions in form and substance satisfactory to it:
| (a) | an English law legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ (London) LLP in respect of the enforceability under English law of this Agreement; |
| (b) | a Liberian law legal opinion of Blank Rome LLP in respect of the capacity of each Obligor incorporated under the laws of Liberia to enter into this Agreement; |
| (c) | a Luxembourg law legal opinion of ▇▇▇▇▇ & Overy Luxembourg in respect of the capacity of Pacific Santa ▇▇▇ ▇.à ▇.▇. to enter into this Agreement; |
| (d) | a Gibraltar law legal opinion of Hassans in respect of the capacity of Pacific Gibco to enter into this Agreement; and |
| (e) | a Nigerian law legal opinion of Aluko & Oyebode in respect of the capacity of PIDWAL to enter into this Agreement. |
| 4. | FEES, COSTS AND EXPENSES |
| (a) | The Guarantor shall have provided evidence to the Intercreditor Agent that all fees, costs and expenses then due from any Obligor to any Secured Party pursuant to the Finance Documents have been paid in full. |
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| (b) | The Intercreditor Agent shall have confirmed that it has received payment from the Guarantor of a fee equal to US$ 728,125 (being an amount equal to 0.05% of the Total Commitments under the Project Facilities Agreement), which fee will be payable by the Guarantor to the Intercreditor Agent for the benefit of each Lender that is party to the Project Facilities Agreement as at the date of this Agreement, in an amount pro rata to each such Lender’s Commitment on such date. |
| 5. | EVENTS OF DEFAULT |
No Event of Default or Potential Event of Default shall have occurred and be continuing.
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SCHEDULE 4
REPAYMENT SCHEDULES
| DETAILS | ||||||||||||||||
| Notional Schedule |
A | B | B-A | |||||||||||||
| Period Start |
Period End | Old Amort. | New Amort. | Repmt Variance | ||||||||||||
| 31-Oct-12 | 31-Jan-13 | $ | 350,000,000 | $ | 350,000,000 | — | ||||||||||
| 31-Jan-13 | 30-Apr-13 | $ | 350,000,000 | $ | 337,500,000 | (12,500,000 | ) | |||||||||
| 30-Apr-13 | 31-Jul-13 | $ | 325,000,000 | $ | 325,000,000 | — | ||||||||||
| 31-Jul-13 | 31-Oct-13 | $ | 325,000,000 | $ | 312,500,000 | (12,500,000 | ) | |||||||||
| 31-Oct-13 | 31-Jan-14 | $ | 300,000,000 | $ | 300,000,000 | — | ||||||||||
| 31-Jan-14 | 30-Apr-14 | $ | 300,000,000 | $ | 287,500,000 | (12,500,000 | ) | |||||||||
| 30-Apr-14 | 31-Jul-14 | $ | 275,000,000 | $ | 275,000,000 | — | ||||||||||
| 31-Jul-14 | 31-Oct-14 | $ | 275,000,000 | $ | 262,500,000 | (12,500,000 | ) | |||||||||
| 31-Oct-14 | 31-Jan-15 | $ | 250,000,000 | $ | 250,000,000 | — | ||||||||||
| 31-Jan-15 | 30-Apr-15 | $ | 250,000,000 | $ | 237,500,000 | (12,500,000 | ) | |||||||||
| 30-Apr-15 | 31-Jul-15 | $ | 225,000,000 | $ | 225,000,000 | — | ||||||||||
| 31-Jul-15 | 31-Oct-15 | $ | 225,000,000 | $ | 212,500,000 | (12,500,000 | ) | |||||||||
| 31-Oct-15 | 31-Oct-15 | $ | 200,000,000 | $ | 200,000,000 | — | ||||||||||
| Balloon | $ | 200,000,000 | 200,000,000 | |||||||||||||
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| DETAILS | ||||||||||||||||
| Notional Schedule |
A | B | B-A | |||||||||||||
| Period Start |
Period End | Old Amort. | New Amort. | Repmt Variance | ||||||||||||
| 31-Oct-12 | 31-Jan-13 | $ | 387,500,000 | $ | 387,500,000 | — | ||||||||||
| 31-Jan-13 | 30-Apr-13 | $ | 387,500,000 | $ | 371,875,000 | (15,625,000 | ) | |||||||||
| 30-Apr-13 | 31-Jul-13 | $ | 356,250,000 | $ | 356,250,000 | — | ||||||||||
| 31-Jul-13 | 31-Oct-13 | $ | 356,250,000 | $ | 340,625,000 | (15,625,000 | ) | |||||||||
| 31-Oct-13 | 29-Jan-14 | $ | 325,000,000 | $ | 325,000,000 | — | ||||||||||
| 29-Jan-14 | 30-Apr-14 | $ | 325,000,000 | $ | 309,375,000 | (15,625,000 | ) | |||||||||
| 30-Apr-14 | 31-Jul-14 | $ | 293,750,000 | $ | 293,750,000 | — | ||||||||||
| 31-Jul-14 | 31-Oct-14 | $ | 293,750,000 | $ | 278,125,000 | (15,625,000 | ) | |||||||||
| 31-Oct-14 | 30-Jan-15 | $ | 262,500,000 | $ | 262,500,000 | — | ||||||||||
| 30-Jan-15 | 30-Apr-15 | $ | 262,500,000 | $ | 246,875,000 | (15,625,000 | ) | |||||||||
| 30-Apr-15 | 31-Jul-15 | $ | 231,250,000 | $ | 231,250,000 | — | ||||||||||
| 31-Jul-15 | 31-Oct-15 | $ | 231,250,000 | $ | 215,625,000 | (15,625,000 | ) | |||||||||
| 31-Oct-15 | 31-Oct-15 | $ | 200,000,000 | $ | 200,000,000 | — | ||||||||||
| Balloon | $ | 200,000,000 | 200,000,000 | |||||||||||||
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| DETAILS | ||||||||||||||||
| Notional Schedule |
A | B | B-A | |||||||||||||
| Period Start |
Period End | Old Amort. | New Amort. | Repmt Variance | ||||||||||||
| 31-Oct-12 | 31-Jan-13 | $ | 331,250,000 | $ | 331,250,000 | — | ||||||||||
| 31-Jan-13 | 30-Apr-13 | $ | 331,250,000 | $ | 320,312,500 | (10,937,500 | ) | |||||||||
| 30-Apr-13 | 31-Jul-13 | $ | 309,375,000 | $ | 309,375,000 | — | ||||||||||
| 31-Jul-13 | 31-Oct-13 | $ | 309,375,000 | $ | 298,437,500 | (10,937,500 | ) | |||||||||
| 31-Oct-13 | 29-Jan-14 | $ | 287,500,000 | $ | 287,500,000 | — | ||||||||||
| 29-Jan-14 | 30-Apr-14 | $ | 287,500,000 | $ | 276,562,500 | (10,937,500 | ) | |||||||||
| 30-Apr-14 | 31-Jul-14 | $ | 265,625,000 | $ | 265,625,000 | — | ||||||||||
| 31-Jul-14 | 31-Oct-14 | $ | 265,625,000 | $ | 254,687,500 | (10,937,500 | ) | |||||||||
| 31-Oct-14 | 30-Jan-15 | $ | 243,750,000 | $ | 243,750,000 | — | ||||||||||
| 30-Jan-15 | 30-Apr-15 | $ | 243,750,000 | $ | 232,812,500 | (10,937,500 | ) | |||||||||
| 30-Apr-15 | 31-Jul-15 | $ | 221,875,000 | $ | 221,875,000 | — | ||||||||||
| 31-Jul-15 | 31-Oct-15 | $ | 221,875,000 | $ | 210,937,500 | (10,937,500 | ) | |||||||||
| 31-Oct-15 | 31-Oct-15 | $ | 200,000,000 | $ | 200,000,000 | — | ||||||||||
| Balloon | $ | 200,000,000 | 200,000,000 | |||||||||||||
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| DETAILS | ||||||||||||||||
| Notional Schedule |
A | B | B-A | |||||||||||||
| Period Start |
Period End | Old Amort. | New Amort. | Repmt Variance | ||||||||||||
| 31-Oct-12 | 31-Jan-13 | $ | 387,500,000 | $ | 387,500,000 | — | ||||||||||
| 31-Jan-13 | 30-Apr-13 | $ | 387,500,000 | $ | 371,875,000 | (15,625,000 | ) | |||||||||
| 30-Apr-13 | 31-Jul-13 | $ | 356,250,000 | $ | 356,250,000 | — | ||||||||||
| 31-Jul-13 | 31-Oct-13 | $ | 356,250,000 | $ | 340,625,000 | (15,625,000 | ) | |||||||||
| 31-Oct-13 | 29-Jan-14 | $ | 325,000,000 | $ | 325,000,000 | — | ||||||||||
| 29-Jan-14 | 30-Apr-14 | $ | 325,000,000 | $ | 309,375,000 | (15,625,000 | ) | |||||||||
| 30-Apr-14 | 31-Jul-14 | $ | 293,750,000 | $ | 293,750,000 | — | ||||||||||
| 31-Jul-14 | 31-Oct-14 | $ | 293,750,000 | $ | 278,125,000 | (15,625,000 | ) | |||||||||
| 31-Oct-14 | 30-Jan-15 | $ | 262,500,000 | $ | 262,500,000 | — | ||||||||||
| 30-Jan-15 | 30-Apr-15 | $ | 262,500,000 | $ | 246,875,000 | (15,625,000 | ) | |||||||||
| 30-Apr-15 | 31-Jul-15 | $ | 231,250,000 | $ | 231,250,000 | — | ||||||||||
| 31-Jul-15 | 31-Oct-15 | $ | 231,250,000 | $ | 215,625,000 | (15,625,000 | ) | |||||||||
| 31-Oct-15 | 31-Oct-15 | $ | 200,000,000 | $ | 200,000,000 | — | ||||||||||
| Balloon | $ | 200,000,000 | 200,000,000 | |||||||||||||
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| DETAILS | TOTAL | |||||||||||||||
| Notional Schedule | A | B | B-A | |||||||||||||
| Period Start |
Period End | Old Amort. | New Amort. | Repmt Variance | ||||||||||||
| 31-Oct-12 | 31-Jan-13 | 1,456,250,000 | 1,456,250,000 | — | ||||||||||||
| 31-Jan-13 | 30-Apr-13 | 1,456,250,000 | 1,401,562,500 | (54,687,500 | ) | |||||||||||
| 30-Apr-13 | 31-Jul-13 | 1,346,875,000 | 1,346,875,000 | — | ||||||||||||
| 31-Jul-13 | 31-Oct-13 | 1,346,875,000 | 1,292,187,500 | (54,687,500 | ) | |||||||||||
| 31-Oct-13 | 29-Jan-14 | 1,237,500,000 | 1,237,500,000 | — | ||||||||||||
| 29-Jan-14 | 30-Apr-14 | 1,237,500,000 | 1,182,812,500 | (54,687,500 | ) | |||||||||||
| 30-Apr-14 | 31-Jul-14 | 1,128,125,000 | 1,128,125,000 | — | ||||||||||||
| 31-Jul-14 | 31-Oct-14 | 1,128,125,000 | 1,073,437,500 | (54,687,500 | ) | |||||||||||
| 31-Oct-14 | 30-Jan-15 | 1,018,750,000 | 1,018,750,000 | — | ||||||||||||
| 30-Jan-15 | 30-Apr-15 | 1,018,750,000 | 964,062,500 | (54,687,500 | ) | |||||||||||
| 30-Apr-15 | 31-Jul-15 | 909,375,000 | 909,375,000 | — | ||||||||||||
| 31-Jul-15 | 31-Oct-15 | 909,375,000 | 854,687,500 | (54,687,500 | ) | |||||||||||
| 31-Oct-15 | 31-Oct-15 | 800,000,000 | 800,000,000 | — | ||||||||||||
| Balloon | $ | 800,000,000 | 800,000,000 | |||||||||||||
13
SIGNATORIES
BORROWERS
| EXECUTED as a deed by PACIFIC BORA LTD. as Borrower | ||
| acting by: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||
| its authorised signatory | ||
| /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||
| Authorised Signatory | ||
| In the presence of: Witness | ||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇ | |
| Address: | ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ | |
| ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | ||
| Occupation: | Attorney | |
14
| EXECUTED as a deed by PACIFIC MISTRAL LTD. as Borrower | ||
| acting by: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||
| its authorised signatory | ||
| /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||
| Authorised Signatory | ||
| In the presence of: Witness | ||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇ | |
| Address: | ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ | |
| ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | ||
| Occupation: | Attorney | |
15
| EXECUTED as a deed by PACIFIC SCIROCCO LTD. as Borrower | ||
| acting by: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||
| its authorised signatory | ||
| /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||
| Authorised Signatory | ||
| In the presence of: Witness | ||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇ | |
| Address: | ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ | |
| ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | ||
| Occupation: | Attorney | |
16
| EXECUTED as a deed by PACIFIC SANTA ▇▇▇ ▇.À.▇.▇. as Borrower | ||
| acting by: ▇▇▇▇ Vleghert | ||
| its authorised signatory | ||
| /s/ ▇▇▇▇ Vleghert | ||
| Authorised Signatory | ||
| In the presence of: Witness | ||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Address: | Eleganza Estate Lagos | |
| Occupation: | Controller | |
17
GUARANTOR
| EXECUTED as a deed by PACIFIC DRILLING LIMITED as Guarantor | ||
| acting by: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||
| its authorised signatory | ||
| /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||
| Authorised Signatory | ||
| In the presence of: Witness | ||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇ | |
| Address: | ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | |
| Occupation: | Attorney | |
18
EXECUTED as a deed by affixing
THE COMMON SEAL of the within-named
PACIFIC INTERNATIONAL DRILLING WEST AFRICA LIMITED
in the presence of:
| /s/ ▇▇▇▇ Vleghert |
ADCAX NOMINEES LIMITED | |||
| DIRECTOR | DIRECTOR/SECRETARY |
19
| EXECUTED as a deed by PACIFIC DRILLING (GIBRALTAR) LTD | ||
| acting by: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||
| its authorised signatory | ||
| /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||
| Authorised Signatory | ||
| In the presence of: | ||
| Witness
| ||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇ | |
| Address: | ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ | |
| ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | ||
| Occupation: | Attorney | |
20
MANDATED LEAD ARRANGERS
| EXECUTED as a deed by DNB BANK ASA | ||
| as Mandated Lead Arranger
acting by: Florianne ▇▇▇▇▇ | ||
| its authorised signatory | ||
| /s/ Florianne ▇▇▇▇▇ | ||
| Authorised Signatory | ||
| In the presence of: | ||
| Witness
| ||
| Name: | Magnus Midigard | |
| Address: | DND BANK ASA | |
| ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ | ||
| ▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇ | ||
| ▇.▇.▇. | ||
| Occupation: | Legal advisor | |
21
| EXECUTED as a deed by CREDIT AGRICOLE CORPORATE & INVESTMENT BANK | ||||
| as Mandated Lead Arranger
acting by: Yannick Le Gourieres | ||||
| its authorised signatory | ||||
| /s/ Yannick Le Gourieres | ||||
| Authorised Signatory | ||||
| In the presence of: | ||
| Witness
| ||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |
| Address: | ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ | |
| ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ | ||
| Occupation: | Paralegal | |
22
| EXECUTED as a deed by CITIBANK, N.A. as Mandated Lead Arranger | ||
| acting by: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| its authorised signatory | ||
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Authorised Signatory | ||
|
In the presence of: Witness
| ||
| Name: | Adrieme Tauboza | |
| Address: | ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ | |
| ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ | ||
| Occupation: | Executive Assistant | |
23
| EXECUTED as a deed by DVB BANK SE, NORDIC BRANCH as Mandated Lead Arranger | ||
| acting by: Christian Ravna | ||
| its authorised signatory | ||
| /s/ Christian Ravna | ||
| Authorised Signatory | ||
|
In the presence of: Witness
| ||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Address: | ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇ | |
| ▇▇▇▇ ▇▇▇▇ | ||
| Occupation: | Banker | |
24
| EXECUTED as a deed by |
| DANSKE BANK, NORWEGIAN BRANCH as Mandated Lead Arranger |
| acting by: ▇▇▇▇▇ ▇▇▇▇▇▇▇ its authorised signatory |
| /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ |
| Authorised Signatory |
In the presence of:
Witness
| Name: | ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Address: | Danske Bank | |
| Oslo Norway | ||
| Occupation: | Analyst | |
25
| EXECUTED as a deed by |
| NIBC BANK N.V. as Mandated Lead Arranger |
| acting by: Saskia Hovers its authorised signatory |
| /s/ Saskia Hovers |
| Authorised Signatory |
In the presence of:
Witness
| Name: |
▇▇▇▇▇▇ van der | |
| Address: |
Carnegieplein 4 | |
| Den ▇▇▇▇ | ||
| Occupation: |
Analyst | |
26
| EXECUTED as a deed by |
| NORDEA BANK FINLAND PLC, NEW YORK BRANCH as Mandated Lead Arranger |
| acting by: ▇▇▇▇▇▇ ▇▇▇▇▇▇ its authorised signatory |
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ |
| Authorised Signatory |
In the presence of:
Witness
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | |
| Address: | ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, | |
| ▇▇▇ ▇▇▇▇ | ||
| Occupation: | First Vice President | |
27
| EXECUTED as a deed by | ||
| SKANDINAVISKA ENSKILDA ▇▇▇▇▇▇ ▇▇ (PUBL.) as Mandated Lead Arranger |
||
| acting by: Per ▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ its authorised signatory |
||
| /s/ Per ▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ |
||
| Authorised Signatory |
||
In the presence of:
Witness
| Name: | ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | |
| Address: | ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇ | |
| ▇▇▇▇, ▇▇▇▇▇▇ | ||
| Occupation: | Account Manager | |
28
COMMERCIAL FACILITY LENDERS
| EXECUTED as a deed by |
| DNB BANK ASA as Commercial Facility Lender |
| acting by: Florianne ▇▇▇▇▇ its authorised signatory |
| /s/ Florianne ▇▇▇▇▇ |
| Authorised Signatory |
In the presence of:
Witness
| Name: | Magnus Midigard | |
| Address: | DND BANK ASA | |
| ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ | ||
| ▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇ | ||
| ▇.▇.▇. | ||
| Occupation: | Legal advisor | |
29
| EXECUTED as a deed by | ||||
| CREDIT AGRICOLE CORPORATE & INVESTMENT BANK as Commercial Facility Lender | ||||
| acting by: Yannick Le Gourieres | ||||
| its authorised signatory | ||||
| /s/ Yannick Le Gourieres |
||||
| Authorised Signatory |
||||
| In the presence of: | ||
| Witness | ||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |
| Address: | ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ | |
| ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ | ||
| Occupation: | Paralegal | |
30
| EXECUTED as a deed by | ||
| ABN AMRO BANK N.V., OSLO BRANCH as Commercial Facility Lender | ||
| acting by: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | ||
| its authorised signatory | ||
| /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | ||
| Authorised Signatory | ||
| In the presence of: | ||
| Witness
| ||
| Name: | Ole ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Address: | ▇▇▇▇ ▇▇ ▇▇▇▇ ▇ | |
| ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ | ||
| Occupation: | Bank/Finance | |
31
| EXECUTED as a deed by | ||
| CITIBANK, N.A. as Commercial Facility Lender | ||
| acting by: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| its authorised signatory | ||
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Authorised Signatory | ||
| In the presence of: | ||
| Witness | ||
| Name: | Adrieme Tauboza | |
| Address: | ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ | |
| ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ | ||
| Occupation: | Executive Assistant | |
32
| EXECUTED as a deed by | ||
| DVB BANK SE, NORDIC BRANCH as Commercial Facility Lender | ||
| acting by: Christian Ravna | ||
| its authorised signatory | ||
| /s/ Christian Ravna | ||
| Authorised Signatory | ||
| In the presence of: | ||
| Witness | ||
| Name: |
▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Address: |
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇ | |
| ▇▇▇▇ ▇▇▇▇ | ||
| Occupation: |
Banker | |
33
| EXECUTED as a deed by | ||
| DANSKE BANK, NORWEGIAN BRANCH as Commercial Facility Lender | ||
| acting by: ▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| its authorised signatory | ||
| /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Authorised Signatory | ||
| In the presence of: | ||
| Witness | ||
| Name: | ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Address: | Danske Bank | |
| Oslo Norway | ||
| Occupation: | Analyst | |
34
| EXECUTED as a deed by | ||
| NIBC BANK N.V. as Commercial Facility Lender | ||
| acting by: Saskia Hovers | ||
| its authorised signatory | ||
| /s/ Saskia Hovers | ||
| Authorised Signatory | ||
| In the presence of: | ||
| Witness | ||
| Name: | ▇▇▇▇▇▇ van der | |
| Address: | Carnegieplein 4 | |
| Den ▇▇▇▇ | ||
| Occupation: | Analyst | |
35
| EXECUTED as a deed by | ||
| NORDEA BANK FINLAND PLC, NEW YORK BRANCH as Commercial Facility Lender | ||
| acting by: ▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| its authorised signatory | ||
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ |
||
| Authorised Signatory | ||
| In the presence of: | ||
| Witness | ||
| Name: |
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | |
| Address: |
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, | |
| ▇▇▇ ▇▇▇▇ | ||
| Occupation: |
First Vice President | |
36
| EXECUTED as a deed by | ||
| SKANDINAVISKA ENSKILDA ▇▇▇▇▇▇ ▇▇ (PUBL.) as Commercial Facility Lender | ||
| acting by: Per ▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ | ||
| its authorised signatory | ||
| /s/ Per ▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ | ||
| Authorised Signatory | ||
| In the presence of: | ||
| Witness | ||
| Name: |
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | |
| Address: |
▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇ | |
| ▇▇▇▇, ▇▇▇▇▇▇ | ||
| Occupation: |
Account Manager | |
37
| EXECUTED as a deed by | ||
| STANDARD CHARTERED BANK as Commercial Facility Lender | ||
| acting by: ▇▇▇▇ ▇▇▇ Hiang | ||
| its authorised signatory | ||
| /s/ ▇▇▇▇ ▇▇▇ Hiang | ||
| Authorised Signatory | ||
| In the presence of: | ||
| Witness | ||
| Name: |
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ | |
| Address: |
▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ | |
| ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ | ||
| Occupation: |
Associate Director | |
38
GIEK FACILITY LENDER
| EXECUTED as a deed by |
||||
| THE NORWEGIAN GOVERNMENT, REPRESENTED BY THE MINISTRY OF TRADE AND INDUSTRY, REPRESENTED BY EKSPORTKREDITT NORGE AS as GIEK Facility Lender |
||||
| acting by: Tobias Huinden |
||||
| its authorised signatory |
||||
| /s/ Tobias Huinden |
||||
| Authorised Signatory | ||||
| In the presence of: | ||
| Witness | ||
| Name: | ▇▇▇ Stonjum | |
| Address: | ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇ | |
| ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ | ||
| Oslo, Nowary | ||
| Occupation: | Attorney at Law | |
39
| KEXIM FACILITY LENDER | ||
| EXECUTED as a deed by | ||
| THE EXPORT-IMPORT BANK OF KOREA as KEXIM Facility Lender | ||
| acting by: Seo, Dong Wook | ||
| its authorised signatory | ||
| /s/ Seo, Dong Wook | ||
| Authorised Signatory | ||
| In the presence of: | ||
| Witness | ||
| Name: | Kong, Hyung Mi | |
| Address: | ▇▇ ▇▇▇▇▇▇▇▇▇-▇▇ | |
| ▇▇▇▇▇, ▇▇▇▇▇ | ||
| Occupation: | Loan Officer | |
40
| COMMERCIAL FACILITY AGENT | ||
| EXECUTED as a deed by | ||
| DNB BANK ASA as Commercial Facility Agent | ||
| acting by: Florianne ▇▇▇▇▇ | ||
| its authorised signatory | ||
| /s/ Florianne ▇▇▇▇▇ | ||
| Authorised Signatory | ||
| In the presence of: | ||
| Witness | ||
| Name: | Magnus Midigard | |
| Address: | DND BANK ASA | |
| ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ | ||
| ▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇ | ||
| ▇.▇.▇. | ||
| Occupation: | Legal advisor | |
41
| GIEK FACILITY AGENT | ||
| EXECUTED as a deed by | ||
| DNB BANK ASA as GIEK Facility Agent | ||
| acting by: Florianne ▇▇▇▇▇ | ||
| its authorised signatory | ||
| /s/ Florianne ▇▇▇▇▇ | ||
| Authorised Signatory | ||
In the presence of:
Witness
| Name: | Magnus Midigard | |
| Address: | DND BANK ASA | |
| ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ | ||
| ▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇ | ||
| ▇.▇.▇. | ||
| Occupation: | Legal advisor | |
42
| KEXIM FACILITY AGENT | ||
| EXECUTED as a deed by | ||
| CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK as KEXIM Facility Agent | ||
| acting by: Yannick Le Gourieres | ||
| its authorised signatory | ||
| /s/ Yannick Le Gourieres | ||
| Authorised Signatory | ||
| In the presence of: | ||
| Witness | ||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |
| Address: | ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ | |
| ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ | ||
| Occupation: | Paralegal | |
43
| INTERCREDITOR AGENT | ||
| EXECUTED as a deed by | ||
| DNB BANK ASA as Intercreditor Agent | ||
| acting by: Florianne ▇▇▇▇▇ | ||
| its authorised signatory | ||
| /s/ Florianne ▇▇▇▇▇ | ||
| Authorised Signatory | ||
| In the presence of: | ||
| Witness | ||
| Name: | Magnus Midigard | |
| Address: | DND BANK ASA | |
| ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ | ||
| ▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇ | ||
| ▇.▇.▇. | ||
| Occupation: | Legal advisor | |
44
| SECURITY TRUSTEE |
| EXECUTED as a deed by |
| DNB BANK ASA as Security Trustee |
| acting by: Florianne ▇▇▇▇▇ |
| its authorised signatory |
| /s/ Florianne ▇▇▇▇▇ |
| Authorised Signatory |
| In the presence of: | ||
| Witness
| ||
| Name: | Magnus Midigard | |
| Address: | DND BANK ASA | |
| ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ | ||
| ▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇ | ||
| ▇.▇.▇. | ||
| Occupation: | Legal advisor | |
45
| ACCOUNTS BANK |
| EXECUTED as a deed by |
| DNB BANK ASA as Accounts Bank |
| acting by: Florianne ▇▇▇▇▇ |
| its authorised signatory |
| /s/ Florianne ▇▇▇▇▇ |
| Authorised Signatory |
| In the presence of: | ||
| Witness
| ||
| Name: | Magnus Midigard | |
| Address: | DND BANK ASA | |
| ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ | ||
| ▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇ | ||
| ▇.▇.▇. | ||
| Occupation: | Legal advisor | |
46
| OPERATING ACCOUNTS BANK | ||
| EXECUTED as a deed by | ||
| CITIBANK, N.A. (NEW YORK BRANCH) as Operating Accounts Bank | ||
| acting by: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| its authorised signatory | ||
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Authorised Signatory | ||
|
In the presence of: Witness
| ||
| Name: | Adrieme Tauboza | |
| Address: | ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ | |
| ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ | ||
| Occupation: | Executive Assistant | |
47
TI BOND FACILITY ACCOUNTS BANK
| EXECUTED as a deed by CITIBANK, N.A. (NEW YORK BRANCH) as TI Bond Facility Accounts Bank | ||
| acting by: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| its authorised signatory | ||
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Authorised Signatory | ||
In the presence of:
Witness
| Name: | Adrieme Tauboza | |
| Address: | ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ | |
| ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ | ||
| Occupation: | Executive Assistant | |
48
HEDGING PARTIES
EXECUTED as a deed by
CREDIT AGRICOLE CORPRATE & INVESTMENT BANK
as Hedging Party
| acting by: Yannick Le Gourieres | ||
| its authorised signatory | ||
| /s/ Yannick Le Gourieres | ||
| Authorised Signatory | ||
| In the presence of: | ||
| Witness | ||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |
| Address: | ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ | |
| ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ | ||
| Occupation: | Paralegal | |
49
| EXECUTED as a deed by |
| CITIBANK, N.A. (NEW YORK BRANCH) as Hedging Party |
| acting by: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
| its authorised signatory |
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
| Authorised Signatory |
In the presence of:
Witness
| Name: | Adrieme Tauboza | |
| Address: | ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ | |
| ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ | ||
| Occupation: | Executive Assistant | |
50
| EXECUTED as a deed by |
| DANSKE BANK A/S as Hedging Party |
| acting by: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ its authorised signatory |
| /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ |
| Authorised Signatory |
In the presence of:
Witness
| Name: | ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Address: | Danske Bank | |
| Oslo Norway | ||
| Occupation: | Analyst | |
51
| EXECUTED as a deed by |
| DNB BANK ASA as Hedging Party |
| acting by: Florianne ▇▇▇▇▇ its authorised signatory |
| /s/ Florianne ▇▇▇▇▇ |
| Authorised Signatory |
In the presence of:
Witness
| Name: | Magnus Midigard | |
| Address: | DND BANK ASA | |
| ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ | ||
| ▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇ | ||
| ▇.▇.▇. | ||
| Occupation: | Legal advisor | |
52
| EXECUTED as a deed by |
| NIBC Bank N.V. as Hedging Party |
| acting by: Saskia Hovers its authorised signatory |
| /s/ Saskia Hovers |
| Authorised Signatory |
In the presence of:
Witness
| Name: | ▇▇▇▇▇▇ van der | |
| Address: | Carnegieplein 4 | |
| Den ▇▇▇▇ | ||
| Occupation: | Analyst | |
53
| EXECUTED as a deed by |
| SKANDINAVISA ENSKILDA ▇▇▇▇▇▇ ▇▇ (PUBL.) as Hedging Party |
| acting by: Per ▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ its authorised signatory |
| /s/ Per ▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ |
| Authorised Signatory |
In the presence of:
Witness
| Name: | ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | |
| Address: | ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇ | |
| ▇▇▇▇, ▇▇▇▇▇▇ | ||
| Occupation: | Account Manager | |
54