EX-4.18



 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 ANA S.À.R.L. 
 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 BANKEN AB (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 ANA S.À.R.L., a private limited company (société à responsabilité limitée) incorporated under the laws of Luxembourg, having its registered office at 37, rue d’Anvers, L-1130,
Luxembourg, 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 BANKEN AB (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 


  
 1 









	(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); 


  
 2 









	 	(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. 

  
 3 









	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. 

  
 4 








 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 Banken AB (publ.) 
 Standard Chartered Bank 

  
 5 








 SCHEDULE 2 
 HEDGING PARTIES 
 Citibank, N.A. 
 Danske Bank A/S 
 DNB Bank ASA 
 NIBC Bank N.V. 
 Skandinaviska Enskilda Banken AB (publ.) 

Credit Agricole Corporate & Investment Bank 

  
 6 








 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 Latham & Watkins (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 Allen & Overy Luxembourg in respect of the capacity of Pacific Santa Ana S.à r.l. 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. 


  
 7 









	 	(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. 

  
 8 








 SCHEDULE 4 
 REPAYMENT SCHEDULES 
  

																	
	DETAILS	 	 	 	 	 	 	 	 	 	 	 	 
	 Notional Schedule
	 	 	A	 	 	B	 	 	B-A	 
	 Period Start
	 	Period End	 	 	Old Amort.	 	 	New Amort.	 	 	Repmt Variance	 
	30-Apr-11	 	 	31-Jul-11	  	 	$	425,000,000	  	 	$	425,000,000	  	 			
	31-Jul-11	 	 	31-Oct-11	  	 	$	425,000,000	  	 	$	425,000,000	  	 			
	31-Oct-11	 	 	31-Jan-12	  	 	$	400,000,000	  	 	$	400,000,000	  	 			
	31-Jan-12	 	 	30-Apr-12	  	 	$	400,000,000	  	 	$	400,000,000	  	 			
	30-Apr-12	 	 	31-Jul-12	  	 	$	375,000,000	  	 	$	375,000,000	  	 			
	31-Jul-12	 	 	31-Oct-12	  	 	$	375,000,000	  	 	$	375,000,000	  	 			
	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	  	 			


  
 9 









																	
	DETAILS	 	 	 	 	 	 	 	 	 	 	 	 
	 Notional Schedule
	 	 	A	 	 	B	 	 	B-A	 
	 Period Start
	 	Period End	 	 	Old Amort.	 	 	New Amort.	 	 	Repmt Variance	 
	28-Apr-11	 	 	29-Jul-11	  	 	$	106,000,000	  	 	$	106,000,000	  	 			
	29-Jul-11	 	 	31-Oct-11	  	 	$	106,000,000	  	 	$	106,000,000	  	 			
	31-Oct-11	 	 	31-Jan-12	  	 	$	450,000,000	  	 	$	450,000,000	  	 			
	31-Jan-12	 	 	30-Apr-12	  	 	$	450,000,000	  	 	$	450,000,000	  	 			
	30-Apr-12	 	 	31-Jul-12	  	 	$	418,750,000	  	 	$	418,750,000	  	 			
	31-Jul-12	 	 	31-Oct-12	  	 	$	418,750,000	  	 	$	418,750,000	  	 			
	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-May-11	 	 	31-Aug-11	  	 	$	200,000,000	  	 	$	200,000,000	  	 			
	29-Jul-11	 	 	31-Oct-11	  	 	$	375,000,000	  	 	$	375,000,000	  	 			
	31-Oct-11	 	 	31-Jan-12	  	 	$	375,000,000	  	 	$	375,000,000	  	 			
	31-Jan-12	 	 	30-Apr-12	  	 	$	375,000,000	  	 	$	375,000,000	  	 			
	30-Apr-12	 	 	31-Jul-12	  	 	$	353,125,000	  	 	$	353,125,000	  	 			
	31-Jul-12	 	 	31-Oct-12	  	 	$	353,125,000	  	 	$	353,125,000	  	 			
	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	  	 			


  
 11 










																	
	DETAILS	 	 	 	 	 	 	 	 	 	 	 	 
	 Notional Schedule
	 	 	A	 	 	B	 	 	B-A	 
	 Period Start
	 	Period End	 	 	Old Amort.	 	 	New Amort.	 	 	Repmt Variance	 
	31-May-11	 	 	31-Aug-11	  	 	$	200,000,000	  	 	$	200,000,000	  	 			
	31-Aug-11	 	 	31-Oct-11	  	 	$	450,000,000	  	 	$	450,000,000	  	 			
	31-Oct-11	 	 	31-Jan-12	  	 	$	450,000,000	  	 	$	450,000,000	  	 			
	31-Jan-12	 	 	30-Apr-12	  	 	$	450,000,000	  	 	$	450,000,000	  	 			
	30-Apr-12	 	 	31-Jul-12	  	 	$	418,750,000	  	 	$	418,750,000	  	 			
	31-Jul-12	 	 	31-Oct-12	  	 	$	418,750,000	  	 	$	418,750,000	  	 			
	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	  	 			


  
 12 










																	
	DETAILS	 	TOTAL	 	 	 	 	 	 	 	 	 	 
	Notional Schedule	 	 	A	 	 	B	 	 	B-A	 
	 Period Start
	 	Period End	 	 	Old Amort.	 	 	New Amort.	 	 	Repmt Variance	 
		 				 	 	931,000,000	  	 	 	931,000,000	  	 			
	29-Jul-11	 	 	31-Oct-11	  	 	 	1,356,000,000	  	 	 	1,356,000,000	  	 			
	31-Oct-11	 	 	31-Jan-12	  	 	 	1,675,000,000	  	 	 	1,675,000,000	  	 			
	31-Jan-12	 	 	30-Apr-12	  	 	 	1,675,000,000	  	 	 	1,675,000,000	  	 			
	30-Apr-12	 	 	31-Jul-12	  	 	 	1,565,625,000	  	 	 	1,565,625,000	  	 			
	31-Jul-12	 	 	31-Oct-12	  	 	 	1,565,625,000	  	 	 	1,565,625,000	  	 			
	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:    Christian J. Beckett
	its authorised signatory
	
	 /s/ Christian J. Beckett

	Authorised Signatory

  

			
	 In the presence of:
 Witness


		
	Name:	  	Andrew Louis
		
	Address:	  	3050 Post Oak Blvd, Ste 1500
		  	Houston, TX 77056
		
	Occupation:	  	Attorney


  
 14 










			
	 EXECUTED as a deed by
 PACIFIC MISTRAL LTD.
 as Borrower

	
	 acting by:    Christian J. Beckett

	 its authorised signatory

	
	 /s/ Christian J. Beckett

	 Authorised Signatory



 

			
	 In the presence of:

Witness

		
	Name:	  	Andrew Louis
		
	Address:	  	3050 Post Oak Blvd, Ste 1500
		  	Houston, TX 77056
		
	Occupation:	  	Attorney


  
 15 










			
	 EXECUTED as a deed by

PACIFIC SCIROCCO LTD.

as Borrower

	
	acting by:    Christian J. Beckett
	its authorised signatory
	
	 /s/ Christian J. Beckett

	 Authorised Signatory



 

			
	 In the presence of:

Witness

		
	Name:	  	Andrew Louis
		
	Address:	  	3050 Post Oak Blvd, Ste 1500
		  	Houston, TX 77056
		
	Occupation:	  	Attorney


  
 16 










			
	 EXECUTED as a deed by
 PACIFIC SANTA ANA S.À.R.L.
 as Borrower

	
	acting by:    Fred Vleghert
	its authorised signatory
	
	 /s/ Fred Vleghert

	Authorised Signatory

  

			
	 In the presence of:

Witness

		
	Name:	  	Wayne Vermeulen
		
	Address:	  	 Eleganza Estate

Lagos

		
	Occupation:	  	Controller


  
 17 









 GUARANTOR 
  

			
	 EXECUTED as a deed by

PACIFIC DRILLING LIMITED
 as
Guarantor

	
	acting by:    Christian J. Beckett
	its authorised signatory
	
	 /s/ Christian J. Beckett

	Authorised Signatory

  

			
	
	 In the presence of:

Witness

		
	Name:	  	Andrew Louis
		
	Address:	  	 3050 Post Oak Blvd, Ste 1500

Houston, TX 77056

		
	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/ Fred Vleghert
	 		 	ADCAX NOMINEES LIMITED
	DIRECTOR	 		 	DIRECTOR/SECRETARY


  
 19 










			
	 EXECUTED as a deed by
 PACIFIC DRILLING (GIBRALTAR) LTD

	
	acting by:    Christian J. Beckett
	its authorised signatory
	
	 /s/ Christian J. Beckett

	Authorised Signatory

  

			
	In the presence of:
	 Witness
  

	Name:	  	Andrew Louis
		
	Address:	  	3050 Post Oak Blvd, Ste 1500
		  	Houston, TX 77056
		
	Occupation:	  	Attorney


  
 20 









 MANDATED LEAD ARRANGERS 

 

			
	 EXECUTED as a deed by
 DNB BANK ASA

	 as Mandated Lead Arranger
  

acting by:    Florianne Robin

	its authorised signatory
	
	 /s/ Florianne Robin

	Authorised Signatory

  

			
	In the presence of:
	 Witness
  

	Name:	  	Magnus Midigard
		
	Address:	  	DND BANK ASA
		  	200 Park Avenue, 31st Floor
		  	New York, N.Y. 10166
		  	U.S.A.
		
	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:	  	Sarah Stock
		
	Address:	  	99 Bishopsgate
		  	London, EC2M 3XF
		
	Occupation:	  	Paralegal


  
 22 










			
	 EXECUTED as a deed by
 CITIBANK, N.A.
 as Mandated Lead Arranger

	
	acting by:     Robert Malleck
	its authorised signatory
	
	 /s/ Robert Malleck

	
	Authorised Signatory


			
	  
 In the presence of:

Witness
  

	Name:	  	Adrieme Tauboza
		
	Address:	  	388 Greenwich St, FL34
		  	New York, NY 10013
		
	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:	  	Espen Nilsen
		
	Address:	  	BYGDOY ALLE 117 B
		  	0273 Oslo
		
	Occupation:	  	Banker


  
 24 










	
	EXECUTED as a deed by
	 DANSKE BANK, NORWEGIAN BRANCH
 as Mandated Lead Arranger

	
	 acting by:    Einar Stavrum
 its authorised signatory

	
	 /s/ Einar Stavrum

	Authorised Signatory

 In the presence of: 
 Witness 

 

			
	Name:	  	Kristian Andersen
		
	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:
	  	Krista van der
		
	 Address:
	  	Carnegieplein 4
		  	Den Haag
		
	 Occupation:
	  	Analyst


  
 26 










	
	EXECUTED as a deed by
	 NORDEA BANK FINLAND PLC, NEW YORK BRANCH
 as Mandated Lead Arranger

	
	 acting by:    Martin Lunder
 its authorised signatory

	
	 /s/ Martin Lunder

	Authorised Signatory

 In the presence of: 
 Witness 

 

			
	Name:	  	Henning Lyche Christiansen
		
	Address:	  	437 Madison Avenue,
		  	New York
		
	Occupation:	  	First Vice President


  
 27 










			
	EXECUTED as a deed by
	 SKANDINAVISKA ENSKILDA BANKEN AB (PUBL.)

as Mandated Lead Arranger
	 	
		
	 acting by:    Per Olav Bucher-Johannessen

its authorised signatory
	 	
		
	 /s/ Per Olav Bucher-Johannessen
	 	
	 Authorised Signatory
	 	

 In the presence of: 

Witness 
  

			
	Name:	  	Anne Geelmuyden
		
	Address:	  	Fritzners Gt 17 0264
		  	Olso, Norway
		
	Occupation:	  	Account Manager


  
 28 









 COMMERCIAL FACILITY LENDERS 

 

	
	EXECUTED as a deed by
	 DNB BANK ASA
 as
Commercial Facility Lender

	
	 acting by:    Florianne Robin
 its authorised signatory

	
	 /s/ Florianne Robin

	Authorised Signatory

 In the presence of: 
 Witness 

 

			
		
	Name:	  	Magnus Midigard
		
	Address:	  	DND BANK ASA
		  	200 Park Avenue, 31st Floor
		  	New York, N.Y. 10166
		  	U.S.A.
		
	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:	  	Sarah Stock
		
	Address:	  	99 Bishopsgate
		  	London, EC2M 3XF
		
	Occupation:	  	Paralegal


  
 30 










			
	EXECUTED as a deed by
	 ABN AMRO BANK N.V., OSLO BRANCH
 as Commercial Facility Lender

	
	acting by:     Bjorn P. Flaate
	 its authorised signatory

	
	 /s/ Bjorn P. Flaate

	 Authorised Signatory



 

			
	In the presence of:
	 Witness
  

	Name:	  	Ole Sylvester Jensen
		
	Address:	  	Olav VC Gate 5
		  	0161 Oslo, Norway
		
	Occupation:	  	Bank/Finance


  
 31 










			
	EXECUTED as a deed by
	 CITIBANK, N.A.
 as Commercial Facility Lender

	acting by:     Robert Malleck
	its authorised signatory
	
	 /s/ Robert Malleck

	Authorised Signatory

  

			
	In the presence of:
	Witness
		
	Name:	  	Adrieme Tauboza
		
	Address:	  	388 Greenwich St, FL34
		  	New York, NY 10013
		
	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:
	  	Espen Nilsen
		
	 Address:
	  	BYGDOY ALLE 117 B
		  	0273 Oslo
		
	 Occupation:
	  	Banker


  
 33 










			
	EXECUTED as a deed by
	 DANSKE BANK, NORWEGIAN BRANCH
 as Commercial Facility Lender

	
	acting by:     Einar Stavrum
	its authorised signatory
	
	 /s/ Einar Stavrum

	Authorised Signatory

  

			
	In the presence of:
	Witness
		
	Name:	  	Kristian Andersen
		
	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:	  	Krista van der
		
	Address:	  	Carnegieplein 4
		  	Den Haag
		
	Occupation:	  	Analyst


  
 35 










			
	EXECUTED as a deed by
	 NORDEA BANK FINLAND PLC, NEW YORK BRANCH
 as Commercial Facility Lender

	acting by:     Martin Lunder
	its authorised signatory	 	
		
	 /s/ Martin Lunder
	 	
	Authorised Signatory	 	

  

			
	 In the presence of:

	 Witness

		
	 Name:
	  	Henning Lyche Christiansen
		
	 Address:
	  	437 Madison Avenue,
		  	New York
		
	 Occupation:
	  	First Vice President


  
 36 










			
	 EXECUTED as a deed by

	 SKANDINAVISKA ENSKILDA BANKEN AB (PUBL.)

as Commercial Facility Lender

	
	 acting by:     Per Olav Bucher-Johannessen

	 its authorised signatory

	
	 /s/ Per Olav Bucher-Johannessen

	 Authorised Signatory



 

			
	 In the presence of:

	 Witness

		
	 Name:
	  	Anne Geelmuyden
		
	 Address:
	  	Fritzners Gt 17 0264
		  	Olso, Norway
		
	 Occupation:
	  	Account Manager


  
 37 










			
	EXECUTED as a deed by
	 STANDARD CHARTERED BANK
 as Commercial Facility Lender

	
	acting by:     Wong Moy Hiang
	its authorised signatory
	
	 /s/ Wong Moy Hiang

	Authorised Signatory

  

			
	 In the presence of:

	 Witness

		
	 Name:
	  	Juan Carlos Gomez
		
	 Address:
	  	3 Riverway, Suite 1330
		  	Houston, Texas 77056
		
	 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:	  	Tom Stonjum
		
	Address:	  	Hieronimus Heyerdahls Gate 1
		  	P.O. Box 1315 Vika, 0112
		  	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:	  	38 Euntiarig-ro
		  	Seoul, Korea
		
	Occupation:	  	Loan Officer


  
 40 










			
	COMMERCIAL FACILITY AGENT
	 EXECUTED as a deed by

	 DNB BANK ASA

as Commercial Facility Agent

	
	 acting by:    Florianne Robin

	 its authorised signatory

	
	 /s/ Florianne Robin

	 Authorised Signatory



 

			
	 In the presence of:

	 Witness

		
	Name:	  	Magnus Midigard
		
	Address:	  	DND BANK ASA
		  	200 Park Avenue, 31st Floor
		  	New York, N.Y. 10166
		  	U.S.A.
		
	Occupation:	  	Legal advisor


  
 41 










			
	GIEK FACILITY AGENT
	
	EXECUTED as a deed by
	 DNB BANK ASA

as GIEK Facility Agent

	
	acting by:    Florianne Robin
	its authorised signatory
	
	 /s/ Florianne Robin

	Authorised Signatory

 In the presence of: 
 Witness 

 

			
	Name:	  	Magnus Midigard
		
	Address:	  	DND BANK ASA
		  	200 Park Avenue, 31st Floor
		  	New York, N.Y. 10166
		  	U.S.A.
		
	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:	  	Sarah Stock
		
	Address:	  	99 Bishopsgate
		  	London, EC2M 3XF
		
	Occupation:	  	Paralegal


  
 43 










			
	INTERCREDITOR AGENT
	
	 EXECUTED as a deed by

	 DNB BANK ASA

as Intercreditor Agent

	
	 acting by:    Florianne Robin

	its authorised signatory
	
	 /s/ Florianne Robin

	Authorised Signatory

  

			
	In the presence of:
	Witness
		
	Name:	  	Magnus Midigard
		
	Address:	  	DND BANK ASA
		  	200 Park Avenue, 31st Floor
		  	New York, N.Y. 10166
		  	U.S.A.
		
	Occupation:	  	Legal advisor


  
 44 










	
	 SECURITY TRUSTEE

	
	 EXECUTED as a deed by

	
	 DNB BANK ASA

as Security Trustee

	
	 acting by:    Florianne Robin

	 its authorised signatory

	
	 /s/ Florianne Robin

	 Authorised Signatory



 

			
	In the presence of:
	 Witness
  

	Name:	  	Magnus Midigard
		
	Address:	  	DND BANK ASA
		  	200 Park Avenue, 31st Floor
		  	New York, N.Y. 10166
		  	U.S.A.
		
	Occupation:	  	Legal advisor


  
 45 










	
	ACCOUNTS BANK
	
	EXECUTED as a deed by
	 DNB BANK ASA
 as
Accounts Bank

	
	acting by:    Florianne Robin
	its authorised signatory
	
	 /s/ Florianne Robin

	Authorised Signatory

  

			
	In the presence of:
	 Witness
  

	Name:	  	Magnus Midigard
		
	Address:	  	DND BANK ASA
		  	200 Park Avenue, 31st Floor
		  	New York, N.Y. 10166
		  	U.S.A.
		
	Occupation:	  	Legal advisor


  
 46 










			
	OPERATING ACCOUNTS BANK
	
	EXECUTED as a deed by
	 CITIBANK, N.A. (NEW YORK BRANCH)
 as Operating Accounts Bank

	
	acting by:    Robert Malleck
	its authorised signatory
	
	 /s/ Robert Malleck

	Authorised Signatory


			
	  
 In the presence of:

Witness
  

	Name:	  	Adrieme Tauboza
		
	Address:	  	388 Greenwich St, FL34
		  	New York, NY 10013
		
	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:    Robert Malleck
	its authorised signatory
	
	 /s/ Robert Malleck

	Authorised Signatory

 In the presence of: 
 Witness 

 

			
	Name:	  	Adrieme Tauboza
		
	Address:	  	388 Greenwich St, FL34
		  	New York, NY 10013
		
	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:	  	Sarah Stock
		
	Address:	  	99 Bishopsgate
		  	London, EC2M 3XF
		
	Occupation:	  	Paralegal


  
 49 










	
	EXECUTED as a deed by
	 CITIBANK, N.A. (NEW YORK BRANCH)
 as Hedging Party

	
	acting by:    Robert Malleck
	its authorised signatory
	
	 /s/ Robert Malleck

	Authorised Signatory

 In the presence of: 
 Witness 

 

			
	Name:	  	Adrieme Tauboza
		
	Address:	  	388 Greenwich St, FL34
		  	New York, NY 10013
		
	Occupation:	  	Executive Assistant


  
 50 










	
	EXECUTED as a deed by
	 DANSKE BANK A/S
 as
Hedging Party

	
	 acting by:    Lars Brynildsrud
 its authorised signatory

	
	 /s/ Lars Brynildsrud

	Authorised Signatory

 In the presence of: 
 Witness 

 

			
	Name:	  	Kristian Andersen
		
	Address:	  	Danske Bank
		  	Oslo Norway
		
	Occupation:	  	Analyst


  
 51 










	
	EXECUTED as a deed by
	 DNB BANK ASA
 as Hedging
Party

	
	 acting by:    Florianne Robin
 its authorised signatory

	
	 /s/ Florianne Robin

	Authorised Signatory

 In the presence of: 
 Witness 

 

			
	Name:	  	Magnus Midigard
		
	Address:	  	DND BANK ASA
		  	200 Park Avenue, 31st Floor
		  	New York, N.Y. 10166
		  	U.S.A.
		
	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:	  	Krista van der
		
	Address:	  	Carnegieplein 4
		  	Den Haag
		
	Occupation:	  	Analyst


  
 53 










	
	EXECUTED as a deed by
	 SKANDINAVISA ENSKILDA BANKEN AB (PUBL.)
 as Hedging Party

	
	 acting by:    Per Olav Bucher-Johannessen
 its authorised signatory

	
	 /s/ Per Olav Bucher-Johannessen

	Authorised Signatory

 In the presence of: 
 Witness 

 

			
	Name:	  	Anne Geelmuyden
		
	Address:	  	Fritzners Gt 17 0264
		  	Olso, Norway
		
	Occupation:	  	Account Manager


  
 54