PACIFIC DRILLING S.A. and WILMINGTON TRUST, NATIONAL ASSOCIATION, As Trustee and Collateral Agent
Exhibit 2.3
and
WILMINGTON TRUST, NATIONAL ASSOCIATION,
As Trustee and Collateral Agent
8.375% FIRST LIEN NOTES DUE 2023
DATED AS OF NOVEMBER 19, 2018
This FIRST SUPPLEMENTAL INDENTURE, dated as of November 19, 2018 (this “Supplemental Indenture”), is between Pacific Drilling S.A. (the “Company”), and Wilmington Trust, National Association, as Trustee (the “Trustee”) and as Collateral Agent (the “Collateral Agent”).
RECITALS
WHEREAS, Pacific Drilling First Lien Escrow Issuer Limited (the “Escrow Issuer”) and the Trustee entered into an Indenture, dated as of September 26, 2018 (as heretofore amended, supplemented or otherwise modified, the “Indenture”), providing for the issuance of the Escrow Issuer’s 8.375% First Lien Notes due 2023 (the “Notes”);
WHEREAS, Section 5.03 of the Indenture requires the Company to execute this Supplemental Indenture in connection with the Assumption (as defined in the Indenture);
WHEREAS, pursuant to Section 9.01(c) of the Indenture the Issuer, the Trustee and the Collateral Agent are each authorized to execute and deliver this Supplemental Indenture, without the consent of Holders of the Notes; and
WHEREAS, all acts and things prescribed by the Indenture, by law and by the Articles of Association of the Company and of the Trustee and Collateral Agent necessary to make this Supplemental Indenture a valid instrument legally binding on the Company, the Trustee and the Collateral Agent, in accordance with its terms, have been duly done and performed;
NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Company, the Trustee and the Collateral Agent covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:
Section 1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Indenture.
Section 2. Relation to Indenture. This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.
Section 3. Effectiveness of Supplemental Indenture. This Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Company and the Trustee.
Section 4. Agreement to be Bound. The Company hereby assumes all obligations of the Issuer and the Company under the Indenture and the Notes for the due and punctual payment of the principal of and interest and any Applicable Premium, if applicable, on all Notes issued pursuant to the Indenture and the performance and observance of each other obligation and covenant set forth in the Indenture to be performed or observed on the part of the Issuer or the Company (except with respect to any obligation and covenant that is expressly specified to be performed or observed solely by the Escrow Issuer). The Company is hereby substituted for, and may exercise every right and power of, the Issuer under the Indenture with the same effect as if the Company had been named as the Issuer in the Indenture, and the Company is a successor company under the Indenture.
Section 5. Ratification of Obligations. Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms.
Section 6. The Trustee. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee or Collateral Agent by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were
repeated at length herein and made applicable to the Trustee with respect hereto. Neither the Trustee nor Collateral Agent makes any representation as to the validity or sufficiency of this Supplemental Indenture.
Section 7. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Section 8. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement. Signature of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.
[Signatures on following pages]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first written above.
| COMPANY:
| ||
| by | ||
| /s/ Xxxx Xxxxx | ||
| Name: Xxxx Xxxxx | ||
| Title: Chief Executive Officer | ||
| TRUSTEE AND COLLATERAL AGENT:
WILMINGTON TRUST, NATIONAL ASSOCIATION | ||
| by | ||
| /s/ Xxxxx Xxxxxxxx | ||
| Name: Xxxxx Xxxxxxxx | ||
| Title: Assistant Vice President | ||
[Signature Page to First Supplemental Indenture – Assumption (First Lien Notes)]
