Supplemental Agreement No. 2, dated December 18, 2008



 Exhibit 4.54 
 Execution Version 
 SUPPLEMENTAL AGREEMENT NO. 2 

 18 DECEMBER 2008 
 DRILLSHIP KITHIRA OWNERS INC. 
 as Owner 
 DEUTSCHE BANK AG, LONDON BRANCH 
 as Bookrunner and Joint Mandated Lead Arranger 
 DEXIA CRÉDIT LOCAL, NEW
YORK BRANCH 
 as Joint Mandated Lead Arranger 
 DEUTSCHE BANK AG, LONDON BRANCH 
 and 
 DEXIA CRÉDIT LOCAL, NEW YORK BRANCH 
 as Swap Banks 
 DEUTSCHE BANK LUXEMBOURG S.A. 
 as Facility Agent 
 and 
 DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHÄFT 
 as Security Trustee 
 Relating to 
 US$562,500,000 CREDIT FACILITY AGREEMENT 
 Dated 18 July 2008 
 as amended and supplemented by Supplemental
Agreement dated 17 September 2008 

 

 

 Allen & Overy LLP 
 London 







 CONTENTS 
  

					
	 Clause
	  	Page
			
	1.	  	 Definitions and Interpretation
	  	3
	2.	  	 Amendments to the Credit Agreement
	  	3
	3.	  	 Representations and Warranties
	  	4
	4.	  	 Miscellaneous
	  	4
	5.	  	 Further Assurance
	  	4
	6.	  	 Governing Law and Jurisdiction
	  	4
		
	 Signatories
	  	5








 THIS AGREEMENT is dated 18 December 2008 
 BETWEEN: 
  

	(1)	DRILLSHIP KITHIRA OWNERS INC., a corporation incorporated in the Marshall Islands with registered address at Trust Company Complex, Ajeltake Road, Ajeltake
Island, Majuro, Marshall Islands MH 96960 as borrower (the Owner); 

  

	(2)	DEUTSCHE BANK AG, LONDON BRANCH as bookrunner and joint mandated lead arranger and bookrunner (in this capacity the Bookrunner and Joint Mandated Lead
Arranger); 

  

	(3)	DEXIA CRÉDIT LOCAL, NEW YORK BRANCH as joint mandated lead arranger (in this capacity the Joint Mandated Lead Arranger); 


 

	(4)	DEUTSCHE BANK AG, LONDON BRANCH as swap bank (in this capacity a Swap Bank); 

  

	(5)	DEXIA CRÉDIT LOCAL, NEW YORK BRANCH as swap bank (in this capacity a Swap Bank); 

  

	(6)	DEUTSCHE BANK LUXEMBOURG S.A., as facility agent and acting on behalf of the Finance Parties (as defined in the Credit Agreement) (the Facility Agent);
and 

  

	(7)	DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHÄFT as security trustee (in this capacity the Security Trustee). 

 WHEREAS: 
  

	(A)	By the credit facility agreement dated 18 July 2008 as amended and supplemented by a supplemental agreement dated 17 September 2008 between, inter alia, the
Owner as the Borrower, the financial institutions referred to therein as Lenders, Deutsche Bank AG, London Branch as Bookrunner and Joint Mandated Lead Arranger, Dexia Crédit Local, New York Branch as Joint Mandated Lead Arranger, Deutsche
Bank AG, London Branch and Dexia Crédit Local, New York Branch as Swap Banks, Deutsche Bank Luxembourg S.A. as the Facility Agent and Deutsche Bank AG Filiale Deutschlandgeschäft as the Security Trustee, (the Credit Agreement),
the Lenders have made available to the Owner secured credit facilities up to US$562,500,000. 

  

	(B)	The Parties wish amend the Credit Agreement in accordance with the provisions of this Agreement. 

 IT IS AGREED as follows: 
  

	1.	DEFINITIONS AND INTERPRETATION 

 Unless a contrary indication appears, a term used in the Credit Agreement has the same meaning in this Agreement. The principles of construction set out in Clause 1.2 of the Credit Agreement shall have effect as if set out in this
Agreement. 
  

	2.	AMENDMENTS TO THE CREDIT AGREEMENT 

 As of and with effect from the date of this Agreement, Clause 4.4 of the Credit Agreement will be amended to read as follows: 
  

	 	“4.4	Capitalisation of interest payable to Commercial Lenders and KEXIM Lenders 

  

	 	(a)	 During the Pre-Completion Period the Commitment fee payable in accordance with Clause 22.1 (Commitment fee), and interest calculated and payable in
accordance with Clause 7.1 (a)



  

 3 









	 	 
and 7.1 (c) (other than any such Commitment fees or interest included in the Incidental Costs Loan or interest payable to the Eksportfinans Lenders under this Agreement) shall accrue and
shall, on the last day of each Term during the Pre-Completion Period, be capitalised and added to the principal amount of the Loans outstanding. 


  

	 	(b)	The amount of any Incidental Loan Costs to be capitalised may not in any circumstances exceed, when aggregated with the Loans already made and amounts of Incidental
Loan Costs already capitalised under the relevant Loan, the Maximum Facility Amount or cause the applicable LTC Ratio set out in Clause 4.2 (c) (i) or 4.2 (c) (ii) to be breached. Any Incidental Loan Costs due and payable which
cannot be capitalised in accordance with this Clause 4.4 must be paid by the Owner on the due date.” 

  

	3.	REPRESENTATIONS AND WARRANTIES 

 The representations and warranties set out in Clause 14 (Representations and Warranties) of the Credit Agreement are true as if made on the date of this Agreement, in each case as if references to the Credit Agreement are references to the
Credit Agreement, as amended by this Agreement, with reference to the facts and circumstances then existing. 
  

	4.	MISCELLANEOUS 

  

	 	(a)	This Agreement and the Credit Agreement as amended by this Agreement is a Finance Document. 

  

	 	(b)	Subject to the terms of this Agreement, the Credit Agreement will remain in full force and effect and, from the date of this Agreement, the Credit Agreement and this
Agreement will be read and construed as one document. 

  

	5.	FURTHER ASSURANCE 

 Each
of the Parties hereto shall do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected pursuant to this Agreement. 
  

	6.	GOVERNING LAW AND JURISDICTION 

 The provisions of Clause 35 (Governing Law) and Clause 36 (Enforcement) of the Credit Agreement shall be incorporated in this Agreement as if they were set out in full in this Agreement and as if references in that Clause to “this
Agreement” are references to this Agreement. 
 This Agreement has been entered into on the date stated at the beginning of
this Agreement. 
  

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 SIGNATORIES 
 DRILLSHIP KITHIRA OWNERS INC. – SUPPLEMENTAL AGREEMENT 
  

			
	Owner
		
	Signed by	 	/s/ Alexandros Mylonas
	as attorney for	 	ALEXANDROS MYLONAS


			
	DRILLSHIP KITHIRA OWNERS INC.
	in the presence of:


			
		
	Witness:	 	/s/ Dinitris Papavasileiou
		 	DINITRIS PAPAVASILEIOU

 The Bookrunner and Joint Mandated Lead Arranger 

			
		
	By:	 	
	
	as authorised signatory for
	
	DEUTSCHE BANK AG, LONDON BRANCH
	
	The Joint Mandated Lead Arranger
		
	By:	 	
	
	as authorised signatory for
	
	DEXIA CRÉDIT LOCAL, NEW YORK BRANCH
	
	The Swap Banks
		
	By:	 	
	
	as authorised signatory for
	
	DEUTSCHE BANK AG, LONDON BRANCH
		
	By:	 	
	
	as authorised signatory for

 DEXIA
CRÉDIT LOCAL, NEW YORK BRANCH 
  

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 SIGNATORIES 
 DRILLSHIP KITHIRA OWNERS INC. – SUPPLEMENTAL AGREEMENT 
  

			
	Owner
	
	 Signed by
 as attorney for

	 DRILLSHIP KITHIRA OWNERS INC.
 in the presence of:

	
	 Witness:


 The Bookruner and Joint Mandated Lead Arranger 

			
		
	 By:
	 	/s/ Illegible                /s/ Illegible
	
	 as authorised signatory for

	
	DEUTSCHE BANK AG, LONDON BRANCH
	
	The Joint Mandated Lead Arranger
		
	 By:
	 	
	
	 as authorised signatory for

	
	DEXIA CRÉDIT LOCAL, NEW YORK BRANCH
	
	The Swap Banks
		
	 By:
	 	/s/ Illegible                /s/ Illegible
	
	 as authorised signatory for

	
	DEUTSCHE BANK AG, LONDON BRANCH
		
	 By:
	 	
	
	 as authorised signatory for


 DEXIA CRÉDIT LOCAL, NEW YORK BRANCH 
  

 5 








 SIGNATORIES 
 DRILLSHIP KITHIRA OWNERS INC. – SUPPLEMENTAL AGREEMENT 
  

			
	Owner
	
	 Signed by
 as attorney for

	 DRILLSHIP KITHIRA OWNERS INC.
 in the presence of:

	
	 Witness:


 The Bookrunner and Joint Mandated Lead Arranger 

			
		
	 By:
	 	
	
	 as authorised signatory for

	
	DEUTSCHE BANK AG, LONDON BRANCH
	
	The Joint Mandated Lead Arranger
		
	 By:
	 	/s/ Daniel Ivanier
		 	DANIEL IVANIER
		 	General Manager
	
	 as authorised signatory for

	
	DEXIA CRÉDIT LOCAL, NEW YORK BRANCH
	
	The Swap Banks
		
	 By:
	 	
	
	 as authorised signatory for

	
	DEUTSCHE BANK AG, LONDON BRANCH
		
	 By:
	 	/s/ Daniel Ivanier
		 	DANIEL IVANIER
		 	General Manager
	
	 as authorised signatory for


 DEXIA CRÉDIT LOCAL, NEW YORK BRANCH 
  

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	The Facility Agent
	
	acting on its own behalf and or behalf of the Finance Parties
		
	 By:
	 	/s/ Illegible                /s/ Illegible
	
	 as authorised signatory for

	
	DEUTSCHE BANK LUXEMBOURG S.A. 
	
	The Security Trustee
		
	 By:
	 	
	
	 as authorised signatory for


 DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHÄFT 
  

 6 









			
	The Facility Agent
	
	acting on its own behalf and on behalf of the Finance Parties
		
	 By:
	 	
	
	 as authorised signatory for

	
	DEUTSCHE BANK LUXEMBOURG S.A.
	
	The Security Trustee
		
	 By:
	 	/s/ Illegible                /s/ Illegible
	
	as authorised signatory for

 DEUTSCHE BANK AG
FILIALE DEUTSCHLANDGESCHÄFT 
  

 6