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.
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.
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.
PACIFIC DRILLING S.A. and WILMINGTON TRUST, NATIONAL ASSOCIATION, As Trustee and Junior Lien Collateral AgentFirst Supplemental Indenture • November 20th, 2018 • Pacific Drilling S.A. • Drilling oil & gas wells • New York
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 Junior Lien Collateral Agent (the “Junior Lien Collateral Agent”).
PACIFIC DRILLING S.A. and WILMINGTON TRUST, NATIONAL ASSOCIATION, As Trustee and Collateral AgentFirst Supplemental Indenture • November 20th, 2018 • Pacific Drilling S.A. • Drilling oil & gas wells • New York
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”).
PACIFIC DRILLING S.A. and the Guarantors named hereinSecond Supplemental Indenture • November 20th, 2018 • Pacific Drilling S.A. • Drilling oil & gas wells • New York
This SECOND SUPPLEMENTAL INDENTURE, dated as of November 19, 2018, (this “Supplemental Indenture”) is among Pacific Drilling S.A., (the “Company”), Pacific Drilling Operations Limited, Pacific Drilling V Limited, Pacific Drilling VII Limited, Pacific Drillship Nigeria Limited, Pacific Sharav Korálolt Felelősségű Társaság, Pacific Bora Ltd., Pacific Mistral Ltd., Pacific Scirocco Ltd., Pacific Drilling Limited, Pacific Drilling, Inc., Pacific Drilling Operations, Inc., Pacific Drilling, LLC, Pacific Drilling Finance S.à r.l., Pacific Drillship S.à r.l., Pacific Santa Ana S.à r.l., Pacific Sharav S.à r.l., Pacific Drilling (Gibraltar) Limited, Pacific Drillship (Gibraltar) Limited, Pacific Drilling Holding (Gibraltar) Limited and Pacific Santa Ana (Gibraltar) Limited (each, a “Guaranteeing Subsidiary” and, collectively, the “Guaranteeing Subsidiaries”), which are subsidiaries of the Company and Wilmington Trust, National Association, as trustee (the “Trustee”) and as Collateral Agent (th
PACIFIC DRILLING S.A. and the Guarantors named hereinSecond Supplemental Indenture • November 20th, 2018 • Pacific Drilling S.A. • Drilling oil & gas wells • New York
This SECOND SUPPLEMENTAL INDENTURE, dated as of November 19, 2018, (this “Supplemental Indenture”) is among Pacific Drilling S.A., (the “Company”), Pacific Drilling Operations Limited, Pacific Drilling V Limited, Pacific Drilling VII Limited, Pacific Drillship Nigeria Limited, Pacific Sharav Korálolt Felelősségű Társaság, Pacific Bora Ltd., Pacific Mistral Ltd., Pacific Scirocco Ltd., Pacific Drilling Limited, Pacific Drilling, Inc., Pacific Drilling Operations, Inc., Pacific Drilling, LLC, Pacific Drilling Finance S.à r.l., Pacific Drillship S.à r.l., Pacific Santa Ana S.à r.l., Pacific Sharav S.à r.l., Pacific Drilling (Gibraltar) Limited, Pacific Drillship (Gibraltar) Limited, Pacific Drilling Holding (Gibraltar) Limited and Pacific Santa Ana (Gibraltar) Limited (each, a “Guaranteeing Subsidiary” and, collectively, the “Guaranteeing Subsidiaries”), which are subsidiaries of the Company and Wilmington Trust, National Association, as trustee (the “Trustee”) and as Junior Lien Collater
