PACIFIC DRILLING S.A. and the Guarantors named herein
Exhibit 2.6
and
the Guarantors named herein
11.000 % / 12.000% SECOND LIEN PIK NOTES DUE 2024
DATED AS OF NOVEMBER 19, 2018,
WILMINGTON TRUST, NATIONAL ASSOCIATION,
As Trustee and Junior Lien Collateral Agent
Reference is made to the Intercreditor Agreement, dated as of November 19, 2018, between Wilmington Trust, National Association, as First Lien Collateral Agent (as defined therein), and Wilmington Trust, National Association, as Junior Lien Collateral Agent (as defined therein) (the “Intercreditor Agreement”). Each holder of any Junior Lien Obligation (as defined in the Intercreditor Agreement) by its acceptance of such Junior Lien Obligation (i) consents to the subordination of Liens (as defined in the Intercreditor Agreement) provided for in the Intercreditor Agreement, (ii) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement and (iii) authorizes and instructs the Junior Lien Collateral Agent on behalf of each Junior Lien Secured Party (as defined in the Intercreditor Agreement) to enter into the Intercreditor Agreement as the Junior Lien Collateral Agent on behalf of such Junior Lien Secured Parties. The foregoing provisions are intended as an inducement to the noteholders under the First Lien Indenture (as defined in the Intercreditor Agreement) to purchase the First Lien Notes (as defined in the Intercreditor Agreement) and such noteholders are intended third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement.
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 ▇.▇., Pacific Drillship S.à ▇.▇., Pacific Santa ▇▇▇ ▇.à ▇.▇., Pacific Sharav S.à ▇.▇., Pacific Drilling (Gibraltar) Limited, Pacific Drillship (Gibraltar) Limited, Pacific Drilling Holding (Gibraltar) Limited and Pacific Santa ▇▇▇ (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 Collateral Agent (the “Junior Lien Collateral Agent”).
RECITALS
WHEREAS, Pacific Drilling Second Lien Escrow Issuer Limited (the “Escrow Issuer”) and the Trustee entered into an Indenture, dated as of September 26, 2018 (the “Original Indenture”), providing for the issuance of the Escrow Issuer’s 11.000% / 12.000% Second Lien PIK Notes due 2024 (the “Notes”);
WHEREAS, the Company has heretofore executed and delivered to the Trustee and Junior Lien Collateral Agent the First Supplemental Indenture to the Original Indenture dated as of November 19, 2018 (the Original Indenture, as supplemented by such First Supplemental Indenture, the “Indenture”), whereby the Company agreed to assume all of the obligations of the Issuer under the Notes and the Original Indenture;
WHEREAS, the Indenture provides that under certain circumstances each Guaranteeing Subsidiary shall execute and deliver to the Trustee and Junior Lien Collateral Agent a supplemental indenture pursuant to which such Guaranteeing Subsidiary shall become a Guarantor;
WHEREAS, Section 9.01(i) of the Indenture provides that the Company, the Guarantors and the Trustee and Junior Lien Collateral Agent may amend or supplement the Indenture in order to add any additional Guarantor with respect to the Notes, without the consent of the Holders of the Notes; and
WHEREAS, all acts and things prescribed by the Indenture, by law and by the Certificate of Incorporation, the Articles of Association and the Bylaws (or comparable constituent documents) of the Company, of the Guarantors and of the Trustee and Junior Lien Collateral Agent necessary to make this Supplemental Indenture a valid instrument legally binding on the Company, the Guarantors and the Trustee and Junior Lien 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 Guaranteeing Subsidiaries and the Trustee and Junior Lien 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, the Guaranteeing Subsidiaries and the Trustee and Junior Lien Collateral Agent.
Section 4. Agreement to Guarantee. Each Guaranteeing Subsidiary hereby agrees, by its execution of this Supplemental Indenture, to be bound by the provisions of the Indenture applicable to Guarantors to the extent provided for and subject to the limitations therein, including Article 10 thereof.
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 Junior Lien 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 Junior Lien 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/ ▇▇▇▇ ▇▇▇▇▇ | ||
| Name: ▇▇▇▇ ▇▇▇▇▇ | ||
| Title: Chief Executive Officer | ||
[Signature Page to Second Supplemental Indenture – Guarantor (Second Lien Notes)]
| GUARANTEEING SUBSIDIARIES:
PACIFIC DRILLING OPERATIONS LIMITED | ||
| by | ||
| /s/ ▇▇▇▇ ▇▇▇▇▇ | ||
| Name: ▇▇▇▇ ▇▇▇▇▇ | ||
| Title: President | ||
| PACIFIC DRILLING V LIMITED | ||
| by | ||
| /s/ ▇▇▇▇ ▇▇▇▇▇ | ||
| Name: ▇▇▇▇ ▇▇▇▇▇ | ||
| Title: President | ||
| PACIFIC DRILLING VII LIMITED | ||
| by | ||
| /s/ ▇▇▇▇ ▇▇▇▇▇ | ||
| Name: ▇▇▇▇ ▇▇▇▇▇ | ||
| Title: President | ||
| PACIFIC DRILLSHIP NIGERIA LIMITED | ||
| by | ||
| /s/ ▇▇▇▇ ▇▇▇▇▇ | ||
| Name: ▇▇▇▇ ▇▇▇▇▇ | ||
| Title: President | ||
| PACIFIC SHARAV KORÁLOLT FELELŐSSÉGŰ TÁRSASÁG | ||
| by | ||
| /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||
| Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||
| Title: Managing Director | ||
[Signature Page to Second Supplemental Indenture – Guarantor (Second Lien Notes)]
| PACIFIC BORA LTD. | ||
| by | ||
| /s/ ▇▇▇▇ ▇▇▇▇▇ | ||
| Name: ▇▇▇▇ ▇▇▇▇▇ | ||
| Title: President | ||
| PACIFIC MISTRAL LTD. | ||
| by | ||
| /s/ ▇▇▇▇ ▇▇▇▇▇ | ||
| Name: ▇▇▇▇ ▇▇▇▇▇ | ||
| Title: President | ||
| PACIFIC SCIROCCO LTD. | ||
| by | ||
| /s/ ▇▇▇▇ ▇▇▇▇▇ | ||
| Name: ▇▇▇▇ ▇▇▇▇▇ | ||
| Title: President | ||
| PACIFIC DRILLING LIMITED | ||
| by | ||
| /s/ ▇▇▇▇ ▇▇▇▇▇ | ||
| Name: ▇▇▇▇ ▇▇▇▇▇ | ||
| Title: President | ||
| PACIFIC DRILLING, INC. | ||
| by | ||
| /s/ ▇▇▇▇ ▇▇▇▇▇ | ||
| Name: ▇▇▇▇ ▇▇▇▇▇ | ||
| Title: Chief Executive Officer | ||
| PACIFIC DRILLING OPERATIONS, INC. | ||
| by | ||
| /s/ ▇▇▇▇ ▇▇▇▇▇ | ||
| Name: ▇▇▇▇ ▇▇▇▇▇ | ||
| Title: Chief Executive Officer | ||
| PACIFIC DRILLING, LLC | ||
| by | ||
| /s/ ▇▇▇▇ ▇▇▇▇▇ | ||
| Name: ▇▇▇▇ ▇▇▇▇▇ | ||
| Title: Chief Executive Officer | ||
[Signature Page to Second Supplemental Indenture – Guarantor (Second Lien Notes)]
| PACIFIC DRILLING FINANCE S.à ▇.▇. | ||
| by | ||
| /s/ Johannes Boots | ||
| Name: Johannes Boots | ||
| Title: Manager | ||
| PACIFIC DRILLSHIP S.à ▇.▇. | ||
| by | ||
| /s/ Johannes Boots | ||
| Name: Johannes Boots | ||
| Title: Manager | ||
| PACIFIC SANTA ▇▇▇ ▇.à ▇.▇. | ||
| by | ||
| /s/ Johannes Boots | ||
| Name: Johannes Boots | ||
| Title: Manager | ||
| PACIFIC SHARAV S.à ▇.▇. | ||
| by | ||
| /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||
| Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||
| Title: Manager | ||
| PACIFIC DRILLING (GIBRALTAR) LIMITED | ||
| by | ||
| /s/ ▇▇▇▇ ▇▇▇▇▇ | ||
| Name: ▇▇▇▇ ▇▇▇▇▇ | ||
| Title: Director | ||
| WITNESS: | ||
| by | ||
| /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | ||
| Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | ||
| Address: [Contact Information Omitted.] | ||
| Title: Corporate Paralegal | ||
| PACIFIC DRILLSHIP (GIBRALTAR) LIMITED | ||
| by | ||
| /s/ ▇▇▇▇ ▇▇▇▇▇ | ||
| Name: ▇▇▇▇ ▇▇▇▇▇ | ||
| Title: Director | ||
| WITNESS: | ||
| by | ||
| /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | ||
| Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | ||
| Address: [Contact Information Omitted.] | ||
| Title: Corporate Paralegal | ||
[Signature Page to Second Supplemental Indenture – Guarantor (Second Lien Notes)]
| PACIFIC DRILLING HOLDING (GIBRALTAR) LIMITED | ||
| by | ||
| /s/ ▇▇▇▇ ▇▇▇▇▇ | ||
| Name: ▇▇▇▇ ▇▇▇▇▇ | ||
| Title: Director | ||
| WITNESS: | ||
| by | ||
| /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | ||
| Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | ||
| Address: [Contact Information Omitted.] | ||
| Title: Corporate Paralegal | ||
| PACIFIC SANTA ▇▇▇ (GIBRALTAR) LIMITED | ||
| by | ||
| /s/ ▇▇▇▇ ▇▇▇▇▇ | ||
| Name: ▇▇▇▇ ▇▇▇▇▇ | ||
| Title: Director | ||
| WITNESS: | ||
| by | ||
| /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | ||
| Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | ||
| Address: [Contact Information Omitted.] | ||
| Title: Corporate Paralegal | ||
[Signature Page to Second Supplemental Indenture – Guarantor (Second Lien Notes)]
| TRUSTEE AND JUNIOR LIEN COLLATERAL
WILMINGTON TRUST, NATIONAL ASSOCIATION | ||
| by | ||
| /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||
| Title: Assistant Vice President | ||
[Signature Page to Second Supplemental Indenture – Guarantor (Second Lien Notes)]