Exhibit 10.1

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RESTRUCTURING SUPPORT AGREEMENT

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This Restructuring Support Agreement (including all exhibits, annexes, and schedules hereto in accordance with Section 13.03 and as amended, supplemented or otherwise modified from time to time in accordance with its terms, this “Agreement”) is dated as of October 30, 2020 (the “Execution Date”), by and among the following parties (each of the following in sub-clauses (i) – (iii) referred to herein as a “Party,” and collectively, as the “Parties”):

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The term sheet attached hereto as Exhibit B (the “Restructuring Term Sheet”) is expressly incorporated by reference herein and made a part of this Agreement as if fully set forth herein.

RECITALS:

WHEREAS, prior to the Execution Date, the Company and its representatives and the Consenting Creditors and their respective representatives have engaged in arm’s-length, good-faith negotiations regarding a comprehensive restructuring of the existing debt, equity and other obligations of the Company on the terms and conditions set forth in this Agreement (such transactions as described in this Agreement and the Restructuring Term Sheet and the other exhibits, annexes, and schedules hereto and thereto, the “Restructuring Transactions”);

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WHEREAS, the Parties have agreed to take certain actions in support of the Restructuring Transactions on the terms and conditions set forth in this Agreement and, to the extent applicable, in the BCA (as defined below);

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WHEREAS, as of the date hereof, the Consenting First Lien Creditors collectively represent or hold, in the aggregate, more than sixty six and two-thirds percent (66 2/3%) of the aggregate outstanding principal amount of the First Lien Notes;

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WHEREAS, as of the date hereof, the Consenting Second Lien Creditors collectively represent or hold, in the aggregate, more than sixty six and two-thirds percent (66 2/3%) of the aggregate principal amount of the Second Lien Notes;

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WHEREAS, as of the date hereof, the Backstop Parties (as defined below) comprised of certain Consenting First Lien Creditors have entered into that certain backstop commitment agreement (the “BCA”) pursuant to which such Backstop Parties have agreed to backstop the Exit Facility in accordance with the terms and conditions set forth therein and such other terms acceptable to the Company and the Backstop Parties;

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WHEREAS, the Company will be implementing the Restructuring Transactions through a joint chapter 11 plan of reorganization to be filed in the United States Bankruptcy Court for the Southern District of Texas and a parallel Cayman Islands insolvency proceeding, and certain other transactions, on the terms and conditions set forth herein.

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NOW, THEREFORE, in consideration of the covenants and agreements contained herein, and for other valuable consideration, the receipt and sufficiency of which each of the Parties hereby acknowledges, each Party, intending to be legally bound hereby, agrees as follows:

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AGREEMENT:

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“Ad Hoc Crossover Group” means that certain ad hoc group comprising certain Consenting First Lien Creditors and Consenting Second Lien Creditors represented by Akin Gump and Houlihan Lokey and listed on the signature pages to this Agreement.

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“Affiliate” has the meaning set forth in Section 101(2) of the Bankruptcy Code.

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“Agent” means any administrative agent, collateral agent, or similar Entity under the First Lien Notes Indenture and/or the Second Lien Notes Indenture, including any successors thereto, as applicable.

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“Agreement” has the meaning set forth in the preamble hereof, and includes, for the avoidance of doubt, the Restructuring Term Sheet and all exhibits, annexes and schedules hereto and thereto.

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“Agreement Effective Date” means the date on which the conditions set forth in Section 2 have been satisfied or waived by the appropriate Party or Parties in accordance with this Agreement.

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“Akin Gump” means Akin Gump Strauss Hauer & Feld LLP, as legal counsel to the Ad Hoc Crossover Group.

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“Alternative Proposal” means any plan of reorganization or liquidation, transaction, inquiry, proposal, bid, term sheet, offer, or agreement with respect to a sale, disposition, new-money investment, restructuring, reorganization, merger, amalgamation, acquisition, consolidation, dissolution, winding-up, liquidation, sale of all or substantially all assets, sale of a drillship, share or debt issuance, tender offer, recapitalization, share or debt exchange, business combination, joint venture, partnership, or similar transaction involving any one or more Company Parties or any of their Subsidiaries, other than the Restructuring Transactions; provided, however, that an Alternative Proposal shall not include any transactions effectuated with the consent of the Required Consenting First Lien Creditors pursuant to Section 6.02(n).

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“Backstop Parties” means at any time and from time to time, the parties that are signatories to the BCA, solely in their capacities as such.

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“Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. §§101-1532, as amended.

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“Bankruptcy Court” means the United States Bankruptcy Court for the Southern District of Texas presiding over the Chapter 11 Cases.

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“Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure and the local rules of the Bankruptcy Court, in each case as amended from time to time and as applicable to the Chapter 11 Cases.

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“BCA” has the meaning set forth in the recitals hereof.

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“Business Day” means any day other than Saturday, Sunday, or any other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, the state of New York.

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“Cash Collateral” means all of the Company’s “cash collateral” as defined under Section 363 of the Bankruptcy Code, in which the First Lien Noteholders and the Second Lien Noteholders have valid, perfected security interests, liens, or mortgages.

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“Cash Collateral Motion” means the motion filed with the Bankruptcy Court for entry of an order

approving of a Cash Collateral Order, which motion shall be in accordance with this Agreement and the Definitive Documents.

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“Cash Collateral Order” means an order governing the use of Cash Collateral, which order shall be in accordance with this Agreement and the Definitive Documents.

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“Cayman Proceedings” has the meaning set forth in the Restructuring Term Sheet.

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“Cayman Restructuring Documents” means the winding up petition (petition); ex parte summons; affidavit verifying the winding up petition; affidavit in support of the ex parte summons; affidavits of consents from each of proposed joint provisional liquidators; joint provisional liquidation order; summons seeking validation orders; affidavit in support of validation order summons; validation order; order discharging joint provisional liquidators and withdrawing winding up petition, and any other documents to be filed in the Grand Court of the Cayman Islands or otherwise required, governing, related to, entered into, utilized or necessary to effect the Cayman Proceedings, which Cayman Restructuring Documents shall be in accordance with this Agreement and the Definitive Documents.

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“Chapter 11 Cases” means the voluntary chapter 11 cases filed by the Company in the Bankruptcy Court that the Company intends to use to implement the Restructuring Transactions.

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“Claim” has the meaning set forth in Section 101(5) of the Bankruptcy Code.

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“Combined Motion” means, if applicable, the motion that combines the relief sought in the Disclosure Statement Motion and the Confirmation Brief, respectively, which motion shall be in accordance with this Agreement and the Definitive Documents.

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“Combined Order” means, if applicable, an order entered by the Bankruptcy Court granting the Combined Motion, which order shall be in accordance with this Agreement and the Definitive Documents.

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“Company” has the meaning set forth in the preamble hereof.

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“Company Claims” means any Claim against a Company Party, including the First Lien Notes Claims and the Second Lien Notes Claims.

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“Company Claims/Interests” means, collectively, the Company Claims or Company Interests.

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“Company Interests” means any existing Interest in the Company Parties.

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“Company Party” has the meaning set forth in the preamble hereof.

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“Company Termination Event” has the meaning set forth in Section 10.03 hereof.

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“Confidentiality Agreement” means an executed confidentiality agreement entered into in connection with or relating to the proposed Restructuring Transactions, including (a) with respect to the issuance of a “cleansing letter” or other public disclosure of material non-public information and (b) any confidentiality agreement executed by any Consenting Creditor or Creditor Professional in connection with or relating to the Restructuring Transactions.

“Confirmation Brief” means any pleading filed with the Bankruptcy Court in support of  entry of an order confirming the Plan (including all exhibits, appendices, supplements and related documents), which

motion shall be in accordance with this Agreement and the Definitive Documents.

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“Confirmation Order” means an order entered by the Bankruptcy Court confirming the Plan pursuant to Section 1129 of the Bankruptcy Code, which Confirmation Order shall be in accordance with this Agreement and the Definitive Documents.

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“Consenting Creditor Fees and Expenses” has the meaning set forth in Section 13.12.

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“Consenting Creditors” has the meaning set forth in the preamble hereof.

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“Consenting First Lien Creditor” has the meaning set forth in the preamble hereof.

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“Consenting First Lien Creditor Fees and Expenses” has the meaning set forth in Section 13.12.

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“Consenting Second Lien Creditor” has the meaning set forth in the preamble hereof.

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“Consenting Second Lien Creditor Fees and Expenses” has the meaning set forth in Section 13.12.

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“Creditor Professionals” means (a) Akin Gump, as legal counsel to the Ad Hoc Crossover Group, (b) Houlihan Lokey Capital, Inc., as financial advisor to the Ad Hoc Crossover Group, (c) Walkers, as Cayman legal counsel to the Ad Hoc Crossover Group, (d) Loyens & Loeff Luxembourg S.À R.L, as Luxembourg legal counsel to the Ad Hoc Crossover Group, (e) Seward & Kissel LLP, as maritime counsel to the Ad Hoc Crossover Group, and (f) such other legal, consulting, financial, and/or other professional advisors as may be retained or may have been retained from time to time by the Ad Hoc Crossover Group.

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“Definitive Documents” means the documents set forth in Section 3 hereof.

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“Disclosure Statement” means the related disclosure statement with respect to the Plan, including any exhibits, appendices, supplements, related documents, ballots, and procedures related to the solicitation of votes to accept or reject the Plan, which disclosure statement shall be in accordance with this Agreement and the Definitive Documents.  

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“Disclosure Statement Motion” means the motion to approve (conditionally or on a final basis) the Disclosure Statement and Solicitation Materials as containing, among other things, “adequate information” as required by Sections 1125 and 1126(b) of the Bankruptcy Code, which motion shall be in accordance with this Agreement and the Definitive Documents.

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“Disclosure Statement Order” means the order of the Bankruptcy Court approving (conditionally or on a final basis) the Disclosure Statement and the Solicitation Materials pursuant to Section 1125 of the Bankruptcy Code, which order shall be in accordance with this Agreement and the Definitive Documents.

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“Entity” shall have the meaning set forth in Section 101(15) of the Bankruptcy Code.

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“Execution Date” has the meaning set forth in the preamble to this Agreement.

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“Exit Facility” means that certain new senior secured delayed draw term loan credit facility that certain Company Parties will enter into on the Plan Effective Date on terms consistent with the Restructuring Term Sheet and as set forth in the Exit Facility Term Sheet, which Exit Facility shall be in accordance with this Agreement, the BCA, and the other Definitive Documents.

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“Exit Facility Term Sheet” means the term sheet with respect to the Exit Facility attached as Exhibit B to the Restructuring Term Sheet.

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“Fee Letters” means (a) that certain letter agreement, dated as of April 6, 2020, among the Company, and Akin Gump Strauss Hauer & Feld LLP, as legal counsel to the Ad Hoc Crossover Group; (b) that certain letter agreement, dated as of April 7, 2020, among the Company and Houlihan Lokey Capital, Inc., as financial advisor to the Ad Hoc Crossover Group; (c) that certain letter agreement, dated as of October 2, 2020, among the Company, and Walkers, as Cayman legal counsel to the Ad Hoc Crossover Group; (d) that certain letter agreement, dated as of October 1, 2020, among the Company and Loyens & Loeff Luxembourg S.À R.L, as Luxembourg legal counsel to the Ad Hoc Crossover Group, and (e) that certain letter agreement, dated as of October 1, 2020, among the Company and Seward & Kissel LLP, as maritime counsel to the Ad Hoc Crossover Group.

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“Final Order” means an order or judgment of the Bankruptcy Court (or any other court of competent jurisdiction) entered by the Clerk of the Bankruptcy Court (or such other court) on the docket in the Chapter 11 Cases (or the docket of such other court), which has not been modified, amended, reversed, vacated or stayed and as to which (a) the time to appeal, petition for certiorari, or move for a new trial, stay, reargument or rehearing has expired and as to which no appeal, petition for certiorari or motion for new trial, stay, reargument or rehearing shall then be pending or (b) if an appeal, writ of certiorari, new trial, stay, reargument or rehearing thereof has been sought, such order or judgment of the Bankruptcy Court (or other court of competent jurisdiction) shall have been affirmed by the highest court to which such order was appealed, or certiorari shall have been denied, or a new trial, stay, reargument or rehearing shall have been denied or resulted in no modification of such order, and the time to take any further appeal, petition for certiorari or move for a new trial, stay, reargument or rehearing shall have expired, as a result of which such order shall have become final in accordance with Rule 8002 of the Bankruptcy Rules; provided that the possibility that a motion under Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under the Bankruptcy Rules, may be filed relating to such order, shall not cause an order not to be a Final Order.

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“First Day Pleadings” has the meaning set forth in Section 3.01 hereof.

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“First Lien Creditor Termination Event” has the meaning set forth in Section 10.01 hereof.

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“First Lien Noteholders” means the holders of First Lien Notes.

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“First Lien Notes” means the notes issued pursuant to the First Lien Notes Indenture.

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“First Lien Notes Claims” means any Claim arising under or on account of the First Lien Notes.

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“First Lien Notes Indenture” means that certain Indenture, dated as of September 26, 2018, by and among Pacific Drilling First Lien Escrow Issuer Limited, as escrow issuer, Wilmington Trust, National Association, as trustee and as collateral agent, and the guarantors named therein, of the 8.375% First Lien Notes due 2023 (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms).

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“Houlihan Lokey” means Houlihan Lokey Capital, Inc., as financial advisor to the Ad Hoc Crossover Group.

“Governance Documents” means the organizational and governance documents for Reorganized PDC and its Subsidiaries, including any certificates of incorporation, certificates of formation or certificates of limited partnership, any bylaws, limited liability company agreements, or limited partnership agreements, any stockholder or shareholder agreements, any registration rights agreements, any indemnification

agreements, the identity of proposed members of the Reorganized PDC’s and any of its Subsidiaries’ boards of directors or any equivalent or similar governing documents of any of the foregoing, in each case, (i) with respect to Reorganized PDC, to the extent elected by and at the sole direction of the Required Consenting First Lien Creditors, (ii) with respect to Subsidiaries of Reorganized PDC, as elected by and at the direction of the Required Consenting First Lien Creditors after consultation in good faith with the Company Parties, and (iii) which shall be in all respects consistent with the Governance Term Sheet annexed to the Restructuring Term Sheet as Exhibit C.

“Governmental Entity” means any national, international, regional, federal, state, provincial, municipal or local governmental, judicial, administrative, legislative or regulatory authority, entity, instrumentality, agency, department, commission, court, or tribunal of competent jurisdiction (including any branch, department or official thereof).

“Indenture Trustee” means any indenture trustee or similar Entity under the First Lien Notes Indenture and/or the Second Lien Notes Indenture, including any successors thereto.

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“Insolvency Proceeding” means any corporate action, legal proceedings or other procedure or step taken in any jurisdiction in relation to:

“Interest” means, collectively, the shares (or any class thereof) of common stock, preferred stock, limited liability company interests, membership interests, and any other equity, ownership, or profits interests of any Company Party, and options, warrants, rights, or other securities or agreements to acquire or subscribe for, or which are convertible into the shares (or any class thereof) of, common stock, preferred stock, limited liability company interests, membership interests, or other equity, ownership, or profits interests of any Company Party (in each case whether or not arising under or in connection with any employment agreement) and claims under Section 510(b) of the Bankruptcy Code

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“Law” means any federal, state, local, or foreign law (including common law), statute, code, ordinance, rule, regulation, order, ruling, or judgment, in each case, that is validly adopted, promulgated, issued, or entered by a governmental authority of competent jurisdiction (including the Bankruptcy Court).

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“Milbank” means Milbank LLP, as legal counsel to the Consenting Second Lien Creditors.

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“Milestones” has the meaning set forth in Section 4 hereof.

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“Money Laundering Laws” has the meaning set forth in Section 8.02 hereof.

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“New 2L Warrants” has the meaning set forth in the Restructuring Term Sheet.

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“New Reorganized PDC Equity” has the meaning set forth in the Restructuring Term Sheet.

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“New Warrants Agreement” has the meaning set forth in the Restructuring Term Sheet.

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“Outside Date” has the meaning set forth in Section 4 hereof.

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“Parties” has the meaning set forth in the preamble hereof.

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“PDSA Dissolution Documents” means the documents, agreements and any other definitive documentation relating to the dissolution, liquidation, and winding up of PDSA, including (a) any agreement or commitment (i) to provide cash or support to, or leave cash or assets with, PDSA, (ii) to provide indemnification, exculpation or similar commitments with respect to the directors, officers, or employees of PDSA (or any successors thereto, including any administrators, trustees or similar parties) or (iii) to be liable for debts, obligations or other liabilities of PDSA, and (b) any other documents, agreements or other definitive documentation otherwise required, governing, related to, entered into, utilized or necessary to effect the dissolution, liquidation, and winding up of PDSA.

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“Permitted Transferee” means each transferee of any Company Claims/Interests who meets the requirements of Section 11.01.

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“Person” means an individual, a partnership, a joint venture, a limited liability company, a corporation, a trust, an unincorporated organization, a group or any legal Entity or association.

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“Petition Date” means the first date any of the Company Parties commences a Chapter 11 Case through the filing of a voluntary petition with the Bankruptcy Court in accordance with this Agreement and the Definitive Documents.

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“Plan” means the chapter 11 plan of reorganization filed by the Company Parties to implement the Restructuring Transactions in accordance with this Agreement and the Definitive Documents.  

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“Plan Effective Date” means the date upon which all conditions precedent to the effectiveness of the Plan have been satisfied or are expressly waived in accordance with the terms thereof, as the case may be, and on which the Restructuring Transactions become effective or are consummated.

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“Plan Supplement” means the compilation of documents and forms of documents, schedules, and exhibits to the Plan (including the Restructuring Transactions Steps) that will be filed by the Company Parties with the Bankruptcy Court in accordance with this Agreement and the Definitive Documents.  

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“Post-Emergence Management Incentive Plan” means any equity or equity-based incentive plan, program, arrangement or agreement adopted by the board of directors of Reorganized PDC following the Plan Effective Date, with such terms as determined by such board of directors after the Plan Effective Date, and which shall be in all respects consistent with the Employee Matters Term Sheet annexed to the Restructuring Term Sheet as Exhibit D.

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“Promptly” means within one (1) calendar day.

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“Qualified Marketmaker” means an entity that (a) holds itself out to the public or the applicable private markets as standing ready in the ordinary course of business to purchase from customers and sell to customers Company Claims/Interests (or enter with customers into long and short positions in Company Claims/Interests), in its capacity as a dealer or market maker in Company Claims/Interests and (b) is, in fact, regularly in the business of making a market in claims against issuers or borrowers (including debt securities or other debt).  For the avoidance of doubt, none of the Consenting Creditors represented by Akin Gump are Qualified Marketmakers.

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“Reorganized PDC” means Pacific Drilling Company Limited, as reorganized pursuant to and under the Plan and the Confirmation Order, or any successor thereto.

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“Required Consenting Creditors” means, as of the relevant date, (a) the Required Consenting First Lien Creditors and (b) solely with respect to the New Warrants Agreement, the New 2L Warrants, the Plan, and the Disclosure Statement, in each case, to the extent the applicable provisions of such New Warrants Agreement, the New 2L Warrants, the Plan, or the Disclosure Statement directly relate to the economic terms of the consideration to be provided to holders of Second Lien Notes Claims in their capacity as holders of Second Lien Notes Claims in connection with the Restructuring Transactions, the Required Consenting Second Lien Creditors.

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“Required Consenting First Lien Creditors” means, as of the relevant date, at least two (2) non-Affiliated Consenting First Lien Creditors represented by Akin Gump that collectively hold at least a majority of the aggregate outstanding principal amount of First Lien Notes Claims held by all such Consenting First Lien Creditors represented by Akin Gump.

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“Required Consenting Second Lien Creditors” means, as of the relevant date, the Consenting Second Lien Creditors holding a majority of the aggregate amount of all Second Lien Notes Claims held by the Consenting Second Lien Creditors as of the Execution Date.

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“Restructuring Support Period” means the period commencing on the Agreement Effective Date as set forth in Section 2 hereof, and ending on the earlier of (a) the date on which this Agreement is terminated with respect to that Party in accordance with Section 10, and (b) the Plan Effective Date.

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“Restructuring Term Sheet” has the meaning set forth in the preamble hereof.

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“Restructuring Transactions Steps” means the documents setting forth the sequence of certain Restructuring Transactions.

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“Restructuring Transactions” has the meaning set forth in the recitals hereof.

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“Second Lien Noteholders” means the holders of the Second Lien Notes.

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“Second Lien Notes” means the notes issued pursuant to the Second Lien Notes Indenture.

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“Second Lien Notes Claims” means any Claim arising under or on account of the Second Lien Notes.

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“Second Lien Creditor Termination Event” has the meaning set forth in Section 10.02 hereof.

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“Second Lien Notes Indenture” means that certain Indenture, dated as of September 26, 2018, by and among Pacific Drilling Second Lien Escrow Issuer Limited, as escrow issuer, Wilmington Trust,

National Association, as Trustee and as Junior Lien Collateral Agent, and the guarantors named therein, of the 11.000% / 12.000% Second Lien PIK Notes due 2024 (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms).

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“Solicitation Materials” means all solicitation materials in respect of the Plan together with the Disclosure Statement and any cure notices to be sent to counterparties to executory contracts or unexpired leases in connection with the assumption, or assumption and assignment, of such contracts or leases, which solicitation materials shall be in accordance with this Agreement and the Definitive Documents.

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“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, joint venture or other legal entity as to which such Person (either alone or through or together with any other Subsidiary), (a) owns, directly or indirectly, more than fifty percent (50%) of the stock or other equity interests, (b) has the power to elect a majority of the board of directors or similar governing body or (c) has the power to direct the business and policies.

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“Termination Date” means the date on which termination of this Agreement as to a Party is effective in accordance with Section 10 hereof.

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“Termination Event” means a First Lien Creditor Termination Event, a Second Lien Creditor Termination Event, or a Company Termination Event, each as defined in Section 10 hereof.

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“Transfer” has the meaning set forth in Section 11.01 hereto.

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“Transferee” has the meaning set forth on Exhibit C hereto.

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“Transferor” has the meaning set forth on Exhibit C hereto.

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“Transferred Claims” has the meaning set forth on Exhibit C hereto.

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Notwithstanding any other provision of this Agreement, including this Section 5, nothing in this Agreement shall require any Consenting Creditor to (i) incur any material expenses, liabilities or other obligations, or agree to any commitments, undertakings, concessions, indemnities or other arrangements that could result in expenses, liabilities or other obligations to any Consenting Creditor or its Affiliates other than as expressly provided in this Agreement (including the Restructuring Term Sheet) or in the BCA, (ii) enter into a Definitive Agreement requiring such Consenting Creditor to contribute additional capital, subscribe for additional equity interests or provide or fund additional debt commitments, other than as expressly provided in this Agreement (including the Restructuring Term Sheet) or in the BCA, or (iii) provide any information that it determines,

in its sole discretion, to be sensitive or confidential.

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If to the Company:

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Pacific Drilling S.A.

11700 Katy Freeway, Suite 175

Houston, TX 77079

Attn: Lisa Manget Buchanan

E-mail Address: l.buchanan@pacificdrilling.com

With a copy to:

Latham & Watkins, LLP

885 Third Avenue

New York, NY 10022-4834

Attn: George Davis; Suzzanne Uhland; Adam Ravin

E-mail Address:George.Davis@lw.com

Suzzanne.Uhland@lw.com

Adam.Ravin@lw.com

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Latham & Watkins LLP

811 Main Street

Suite 3700

Houston, TX 77002

Attn: Justin T. Stolte

E-mail Address: justin.stolte@lw.com

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If to any member of the Ad Hoc Crossover Group or Backstop Parties, to the address set forth beneath such lender’s signature block, with a copy to:

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Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

Bank of America Tower

New York, NY 10036-6745

Attn: Michael Stamer

E-mail Address: mstamer@akingump.com;

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Akin Gump Strauss Hauer & Feld LLP

Robert S. Strauss Tower
2001 K Street, N.W.
Washington, DC 20006-1037

Attn: James Savin

E-mail Address: jsavin@akingump.com

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If to a Consenting Second Lien Creditor, to the address set forth beneath such lender’s signature block, with a copy to:

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Milbank LLP

55 Hudson Yards

New York, NY 10001-2163

Attn: Scott Golenbock

E-mail Address: sgolenbock@milbank.com

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Milbank LLP

1850 K Street, NW

Suite 1100, Washington D.C. 20006

Attn: Daniel Valenza

E-mail Address: dvalenza@milbank.com

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If to any Consenting First Lien Creditor not in the Ad Hoc Crossover Group:

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To the address (if any) specified on the signature page of this Agreement for the applicable Consenting First Lien Creditor.

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[Signature Pages To Follow]

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[Consenting First Lien Creditor Signature Pages Redacted]

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[Consenting Second Lien Creditor Signature Pages Redacted]

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Accepted and agreed to as of the date first above written:

PACIFIC DRILLING S.A.

PACIFIC BORA LTD.

PACIFIC DRILLING COMPANY LIMITED

PACIFIC DRILLING FINANCE S.À R.L.

PACIFIC DRILLING LIMITED

PACIFIC DRILLING NIGERIA LIMITED

PACIFIC DRILLING OPERATIONS LIMITED

PACIFIC DRILLING OPERATIONS, INC.

PACIFIC DRILLING V LIMITED

PACIFIC DRILLING VII LIMITED

PACIFIC DRILLING, INC.

PACIFIC DRILLING, LLC

PACIFIC DRILLSHIP S.À R.L.

PACIFIC MISTRAL LTD.

PACIFIC SANTA ANA LIMITED

PACIFIC SCIROCCO LTD.

PACIFIC SHARAV KORLÁTOLT FELELŐSSÉGŰ TÁRSASÁG

PACIFIC SHARAV S.À R.L.

By:/s/ Bernie G. Wolford Jr.​ ​
Name: Bernie G. Wolford Jr.
Title: Authorized Representative

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PACIFIC DRILLING HOLDING (GIBRALTAR) LTD.

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By:/s/ Bernie G. Wolford Jr.​ ​
Name: Bernie G. Wolford Jr.
Title: Director

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In the presence of a witness:

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By:/s/ Kathleen Gehlhausen​ ​

Name: Kathleen Gehlhausen

Title: Sr. Corporate Paralegal

Address: 11700 Katy Fwy Ste 175, Houston, TX

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Exhibit A

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PDSA Subsidiaries

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Pacific Drilling Operations Limited

Pacific Drilling V Limited

Pacific Drilling VII Limited

Pacific Sharav Korlátolt 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 Limited

Pacific Sharav S.à r.l.

Pacific Drilling Holding (Gibraltar) Limited

Pacific Drillship Nigeria Limited

Pacific Drilling Company Limited

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Exhibit B

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Restructuring Term Sheet

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__________________________________________________________________

Pacific Drilling S.A., et al.

Restructuring Term Sheet¹

October 30, 2020

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THIS RESTRUCTURING TERM SHEET (INCLUDING THE EXHIBITS, annexes AND schedules ATTACHED HERETO, THIS “TERM SHEET”) AND THE DOCUMENTS TO WHICH THIS TERM SHEET IS ATTACHED COLLECTIVELY DESCRIBE A PROPOSED RESTRUCTURING FOR THE COMPANY PARTIES THAT WILL BE EFFECTUATED THROUGH the FILING OF THE CHAPTER 11 CASES IN THE BANKRUPTCY COURT.

THIS TERM SHEET DOES NOT CONSTITUTE (NOR SHALL IT BE CONSTRUED AS) AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OR REJECTIONS AS TO ANY EXCHANGE OFFER OR PLAN OF REORGANIZATION, IT BEING UNDERSTOOD THAT SUCH A SOLICITATION, IF ANY, SHALL BE MADE ONLY IN COMPLIANCE WITH section 4(a)(2) of the securities act of 1933, SectionS 1125 AND 1145 of the Bankruptcy Code and APPLICABLE LAWS.

THIS TERM SHEET DOES NOT ADDRESS ALL MATERIAL TERMS THAT WOULD BE REQUIRED IN CONNECTION WITH ANY POTENTIAL RESTRUCTURING AND ANY AGREEMENT Referenced herein or EXECUTED in connection therewith IS SUBJECT TO THE EXECUTION OF DEFINITIVE DOCUMENTATION THAT SHALL BE CONSISTENT IN ALL RESPECTS WITH, AND contain THE TERMS AND CONDITIONS SET FORTH IN, the RSA (AS DEFINED BELOW) and THIS TERM SHEET (Including the applicable consent rights set forth therein).  THIS TERM SHEET HAS BEEN PRODUCED FOR SETTLEMENT PURPOSES ONLY AND IS SUBJECT TO RULE 408 OF THE FEDERAL RULES OF EVIDENCE AND OTHER SIMILAR APPLICABLE STATE AND FEDERAL statutes, RULES and laws.  NOTHING IN THIS TERM SHEET SHALL BE DEEMED OR CONSTRUED AS AN ADMISSION OF FACT OR LIABILITY OF ANY KIND. THIS TERM SHEET AND THE INFORMATION CONTAINED HEREIN IS STRICTLY CONFIDENTIAL AND SHALL NOT BE SHARED WITH ANY OTHER PARTY without THE PRIOR WRITTEN CONSENT OF THE COMPANY PARTIES AND the REQUIRED Consenting First Lien creditors.

This Term Sheet, which is Exhibit B to the Restructuring Support Agreement, dated October 30, 2020 (the “RSA”), by and among (i) Pacific Drilling S.A. (“PDSA”), a public limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg registered with the Luxembourg register of commerce and companies under registration number B159658, having its registered office at 8-10 Avenue de la Gare, L-1610, Luxembourg, its

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subsidiary Pacific Drilling Company Limited (“PDCL”), a company incorporated in the Cayman Islands, and certain of their direct and indirect subsidiaries listed on Exhibit A hereto (collectively with PDSA and PDCL, the “Company Parties” or “Debtors”), (ii) the Consenting First Lien Creditors, and (iii) the Consenting Second Lien Creditors, sets forth the principal terms of the Restructuring Transactions regarding the existing indebtedness of, existing equity interests in, and certain other obligations of, the Debtors, in each case, through the commencement of the Chapter 11 Cases that will be filed by each of the Debtors in the Bankruptcy Court.  The Restructuring Transactions and the Definitive Documents contemplated hereby and thereby shall be (i) consistent in all respects with, and shall contain the terms and conditions set forth in, the RSA and this Term Sheet (including the applicable consent rights set forth therein) and (ii) implemented pursuant to the Plan.

This Term Sheet does not include a description of all of the terms, conditions, and other provisions that are to be contained in the Definitive Documentation evidencing the transactions comprising the Restructuring Transactions, which remain subject to negotiation in good faith in accordance with the RSA. Consummation of the transactions contemplated by this Term Sheet is subject to (1) the negotiation and execution of the Definitive Documents evidencing the Restructuring Transactions in accordance with the RSA and (2) satisfaction or waiver of all of the conditions in the Definitive Documents evidencing the Restructuring Transactions, including the Plan, pursuant to the terms thereof.

¹¹ Releases to be provided to such parties to the extent each party signs the RSA in its capacity as such.

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EXHIBIT A

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ADDITIONAL DEBTORS

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Pacific Drilling Operations Limited

Pacific Drilling V Limited

Pacific Drilling VII Limited

Pacific Sharav Korlátolt 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 Limited

Pacific Sharav S.à r.l.

Pacific Drilling Holding (Gibraltar) Limited

Pacific Drillship Nigeria Limited

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EXHIBIT B

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THE EXIT FACILITY TERM SHEET

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¹² All capitalized terms used but not defined herein shall have the meaning given them in the Commitment Letter to which this Term Sheet is attached.

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EXHIBIT C

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GOVERNANCE TERM SHEET

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EXHIBIT D

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EMPLOYEE MATTERS TERM SHEET

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This Term Sheet does not address all material terms that would be required in connection with any potential restructuring or the matters addressed herein.  This Term Sheet has been produced for settlement purposes only and is subject to Rule 408 of the Federal Rules of Evidence and other similar applicable state and federal statutes, rules and laws.  This document is strictly confidential.  All capitalized terms used and not defined herein shall have the meaning assigned to such term under the Restructuring Term Sheet, to which this EMPLOYEE MATTERS Term Sheet is appended as Exhibit d.

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Exhibit C

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Transfer Agreement

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PROVISION FOR TRANSFER AGREEMENT

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The undersigned (“Transferee”) (a) hereby acknowledges that it has read and understands the Restructuring Support Agreement, dated as of October 30, 2020 (the “Agreement”),¹⁴ by and among Pacific Drilling S.A. (“PDSA”), and each of its direct or indirect subsidiaries listed on Exhibit A thereto, and each of the Consenting Creditors party thereto, (b) desires to acquire the Claims described below (the “Transferred Claims”) from one of the Consenting Creditors (the “Transferor”) and (c) hereby irrevocably agrees to be bound by the terms and conditions of the Agreement to the same extent Transferor was thereby bound with respect to the Transferred Claims, and shall be deemed a Consenting Creditor for all purposes under the Agreement.

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The Transferee hereby specifically and irrevocably agrees (i) to be bound by the terms and conditions of the Agreement, to the same extent applicable to the Transferred Claims, (ii) to be bound by the vote of the Transferor if cast prior to the effectiveness of the transfer of the Transferred Claims, except as otherwise provided in the Agreement and (iii) that each of the Parties shall be an express third-party beneficiary of this Provision for Transfer Agreement and shall have the same recourse against the Transferee under the Agreement as such Party would have had against the Transferor with respect to the Transferred Claims.

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TRANSFEREE

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By:

Name:

Title:

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Principal amount of First Lien Notes $ ​ ​

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Principal amount of Second Lien Notes $ ​ ​​ ​​ ​

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Exhibit 10.2

THIS COMMITMENT LETTER IS NOT, AND SHALL NOT BE DEEMED, A SOLICITATION OF ACCEPTANCES OF ANY CHAPTER 11 PLAN OF REORGANIZATION PURSUANT TO SECTIONS 1125 AND 1126 OF THE BANKRUPTCY CODE OR A SOLICITATION TO TENDER OR EXCHANGE ANY OF THE REVOLVING FACILITY CLAIMS, FIRST LIEN NOTES CLAIMS, OR SECOND LIEN NOTES CLAIMS (IN EACH CASE, AS DEFINED IN THE RESTRUCTURING SUPPORT AGREEMENT (AS DEFINED BELOW)).  ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE.  EACH CONSENTING CREDITOR’S VOTE ON THE PLAN SHALL NOT BE SOLICITED UNTIL THE CONSENTING CREDITORS HAVE RECEIVED THE DISCLOSURE STATEMENT AND RELATED BALLOT(S).  NOTHING CONTAINED IN THIS COMMITMENT LETTER SHALL BE AN ADMISSION OF FACT OR LIABILITY.

THIS COMMITMENT LETTER IS THE PRODUCT OF SETTLEMENT DISCUSSIONS AMONG THE PARTIES HERETO. ACCORDINGLY, THIS COMMITMENT LETTER IS PROTECTED BY RULE 408 OF THE FEDERAL RULES OF EVIDENCE AND ANY OTHER APPLICABLE STATUTES OR DOCTRINES PROTECTING THE USE OR DISCLOSURE OF CONFIDENTIAL SETTLEMENT DISCUSSIONS.

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October 30, 2020

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Pacific Drilling S.A.

11700 Katy Freeway, Suite 175

Houston, TX 77079

Attn: Lisa Manget Buchanan

E-mail Address: l.buchanan@pacificdrilling.com

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$80,000,000 Senior Secured Delayed Draw Exit Facility
Commitment Letter

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Ladies and Gentlemen:

Reference is hereby made to the Restructuring Support Agreement, dated as October 30, 2020 (including all exhibits, annexes, and schedules hereto, as amended, supplemented, or otherwise modified from time to time, the “Restructuring Support Agreement”), by and among Pacific Drilling S.A. (“PDSA”), a public limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg registered with the Luxembourg register of commerce and companies under registration number B159658, having its registered office at 8-10 Avenue de la Gare, L-1610, Luxembourg, and each of its direct and indirect subsidiaries listed on Exhibit A to the Restructuring Support Agreement that have executed and delivered counterpart signature pages to the Restructuring Support Agreement (together with PDSA, each a “Debtor” and, collectively, the “Debtors” or “you”) and the Consenting Creditors (as defined therein) from time to time party thereto. The Restructuring Support Agreement contemplates a voluntary filing

of Chapter 11 bankruptcy cases in the United States Bankruptcy Court of the Southern District of Texas, Houston Division (the “Bankruptcy Court”) with a prenegotiated plan of reorganization (the “Plan”) supported by the Consenting Creditors (as defined in the Restructuring Support Agreement) which will effectuate the Restructuring Transactions (as defined in the Restructuring Support Agreement) contemplated under the Restructuring Support Agreement.  Based upon the mutual expectation of the Debtors and the Consenting Creditors that the Plan will be consummated consistent with the “Milestones” contained in the Restructuring Support Agreement, the Debtors have requested that the undersigned creditors (collectively, on behalf of themselves or certain (i) of their affiliates or their affiliated investment funds or (ii) investment funds, accounts, vehicles, or other entities that are managed, advised or sub-advised by them or their affiliates, “us”, “we” or the “Backstop Parties”) agree to backstop a senior secured delayed draw term loan facility in the principal amount of $80 million (the “Exit Facility”) in connection with (a) the Restructuring Support Agreement and (b) the Plan.  The availability of the Exit Facility will be conditioned on and subject to the conditions set forth in Section 4 below.  Capitalized terms used but not defined herein are used with the meanings assigned to them in the Summary of Principal Terms and Conditions (the “Term Sheet”) attached as Exhibit A hereto (Exhibit A, together with this letter, collectively, this “Commitment Letter”) or the Restructuring Support Agreement, as applicable.  

1. Commitments

In connection with the foregoing, upon the terms set forth in this Commitment Letter and subject only to the conditions set forth in Section 4, the Section titled “Conditions Precedent to Effectiveness on the Closing Date” and the Section titled “Conditions Precedent to All Borrowings” set forth in the Term Sheet, each of the Backstop Parties hereby commits, on a several and not joint basis (the “Backstop Commitment”) to fund 100% of the aggregate principal amount of the Exit Facility pursuant to a direct private placement of the Exit Facility in the individual commitment amounts set forth opposite each such Backstop Party’s name on Schedule I hereto (the “Term Loan Commitments”); provided that the Term Loan Commitments shall be allocated to the First Lien Noteholders of record as of a date to be determined by the Required Backstop Parties (as defined below) and the Debtors (the “Record Date”) that (i) elect to participate in the Exit Facility, (ii) meet certain criteria for creditworthiness to be determined by the Debtors and (iii) hold an aggregate amount of First Lien Notes Claims in excess of $15 million (the “Eligible Claimholders” and the Eligible Claimholders, other than the Backstop Parties and the Backstop Parties affiliates that hold First Lien Notes Claims, the “Other Eligible Claimholders”), on a pro rata basis based on each such Eligible Claimholder’s First Lien Notes Claims as of the Record Date (which shall include the First Lien Notes Claims held by the Backstop Parties holding First Lien Notes Claims) pursuant to documentation acceptable to the Required Backstop Parties and the Debtors pursuant to which such Eligible Claimholders would commit to the Debtors to fund their allocated portion of the Exit Facility (the “Commitment Reallocation”). Upon conclusion of the Commitment Reallocation, the Backstop Commitments shall be reduced by the amount of Term Loan Commitments allocated to the Other Eligible Claimholders pursuant to the Commitment Reallocation, which reduction shall be applied pro rata among the Backstop Parties based on their Backstop Commitments, and the Backstop Parties shall provide commitments, pro rata based on their respective Backstop Commitments as of the date of this Commitment Letter, for any amounts of the Term Loan Commitments that are not allocated to the Other Eligible Claimholders.  No Backstop Party may assign all or any portion of its commitments hereunder until after the execution of Definitive Financing Documentation (as

defined below) on the Closing Date and any initial funding of the Exit Facility on such date; provided that a Backstop Party shall be permitted to assign all or a portion of its commitments hereunder to (i) another Backstop Party, (ii) its affiliates and affiliated investment funds, (iii) any investment funds, accounts, vehicles, or other entities that are managed, advised or sub-advised by such Backstop Party, its affiliates or the same person as such Backstop Party or its affiliates or (iv) any other person you agree to in writing in your sole discretion (such an assignment, a “Permitted Assignment”).  Except in connection with a Permitted Assignment, each Backstop Party shall retain exclusive control over all rights and obligations with respect to its commitments, including all rights with respect to consents, modifications, waivers and amendments, until after the execution of Definitive Financing Documentation on the Closing Date and any initial funding of such Facilities on the Closing Date has occurred.

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Notwithstanding any other provision of this Commitment Letter to the contrary, the Backstop Parties (or any of them) may, at their option, arrange for the Definitive Financing Documentation to be executed as an initial lender by, and the Backstop Commitment of some or all of the Backstop Parties to be funded by, one or more financial institutions selected by the applicable Backstop Parties and reasonably acceptable to the Debtors (the “Fronting Lender(s)”), in which case the applicable Backstop Parties will acquire the applicable Term Loans under the Exit Facility by assignment from the Fronting Lender(s) in accordance with the assignment provisions of the Definitive Financing Documentation.

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The rights and obligations of each of the Backstop Parties under this Commitment Letter shall be several and not joint, and no failure of any Backstop Party to comply with any of its obligations hereunder shall prejudice the rights of any other Backstop Party; provided that no Backstop Party shall be required to fund the commitment of another Backstop Party in the event such other Backstop Party fails to do so (the “Breaching Party”), but may do so at its option (in its sole and absolute discretion), in whole or in part, by executing Definitive Financing Documentation in respect of such commitment, in which case such performing Backstop Party shall be entitled to all or a proportionate share, as the case may be, of the Exit Facility and related fees and put option premiums (including, without limitation, the Put Option Premium (as defined below)) that was previously paid or would otherwise be issued to the Breaching Party (and, if previously paid, any such Breaching Party agrees to pay any such fee or premium to the applicable Backstop Party on behalf of the Debtors); provided that, if no Backstop Party funds the commitment of a Breaching Party on the Closing Date or fails to execute Definitive Financing Documentation in form and substance satisfactory to the Required Backstop Parties and each other Backstop Party (to the extent the Definitive Financing Documents include any modifications or any terms referred to in Section 8 hereof which require the prior written consent of each Backstop Party) on the Closing Date, you shall be entitled to a refund of all or a proportionate share, as the case may be, of the fees and put option premiums (including, without limitation, the Put Option Premium (as defined below)) that was previously paid or would otherwise be issued to the Breaching Party. In the event that any Breaching Party fails to execute the Definitive Financing Documentation on the Closing Date, fails to fund the initial Term Loans in respect of its Term Loan Commitments on the Closing Date, or otherwise fails to perform hereunder, the Debtors can enforce rights of money damages upon such breach and any other remedies that may be available under law or equity.

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You hereby represent and warrant that (a) all written information, other than (i) the Projections (as defined below), estimates, budgets and other forward looking information and (ii) information of a general economic or industry-specific nature (such written information other than as described in the immediately preceding clauses (i) and (ii), the “Information”), that has been or will be made available to us by you or any of your representatives on your behalf at your discretion in connection herewith is or will be, when taken as a whole after giving effect to all supplements and updates provided thereto, when furnished, supplemented or updated, correct in all material respects and does not or will not, when taken as a whole after giving effect to all supplements and updates provided thereto, when furnished, supplemented or updated, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made and (b) the financial projections (the “Projections”) that have been or will be made available to us by you or on behalf of you or any of your representatives on your behalf at your discretion in connection herewith (including, without limitation, the financial projections annexed to the disclosure statement with respect to the Plan) have been or will be prepared in good faith based upon assumptions that are reasonably believed to be reasonable at the time made and at the time the related Projections are made available to us; it being understood that (x) the Projections are merely a prediction as to future events and are not to be viewed as facts, (y) the Projections are subject to significant uncertainties and contingencies, many of which are beyond your control and (z) no assurance can be given that any particular Projection will be realized and that actual results during the period or periods covered by any of the Projections may differ significantly from the projected results and such differences may be material.  You agree that if, at any time prior to the execution of the Exit Facility, you become aware that any of the representations in the preceding sentence would be incorrect in any material respect if the Information and Projections were being furnished, and such representations were being made, at such time, then you will promptly supplement the Information and the Projections, as applicable, so that such representations will be correct in all material respects under those circumstances; provided that any such supplementation shall cure any breach of such representations and warranties.  You acknowledge for United States securities law purposes that any Backstop Party may establish an information blocking device or “Information Barrier” between, on the one hand, its and its affiliates’ (as such term is used in Rule 12b-2 under the Exchange Act) other affiliates, directors, officers, agents, attorneys, accountants, financial or other advisors, members, equityholders, partners and employees who, pursuant to such Information Barrier policy, are permitted to receive confidential information or otherwise participate in discussions concerning the transactions contemplated hereby, and, on the other hand, such Backstop Party’s and its affiliates’ other affiliates, directors, officers, employees, agents, attorneys, accountants, financial or other advisors, members, equityholders, partners and employees.  You acknowledge the potential existence of any Backstop Party’s Information Barrier.

Based upon the expectations regarding confirmation of the Plan in accordance with the Restructuring Support Agreement, as consideration for the commitments and agreements of the Backstop Parties hereunder, the Debtors have paid or caused to be paid on or prior to the execution of this Commitment Letter a non-refundable (except as otherwise set forth herein) fee entitling the Debtors to put to each Backstop Party the amount of the Exit Facility in the amount of its Backstop

Commitment at the option of the Debtors (the “Put Option Premium”) described in the Term Sheet on the terms and subject to the conditions set forth therein, which has been paid in cash to the Backstop Parties or their designees based upon their Backstop Commitment percentages set forth on Schedule I hereto (each such percentage, a “Backstop Commitment Percentage”); provided that a Breaching Party shall forthwith refund to the Debtors in immediately available funds (and for the avoidance of doubt, no later than 5 Business Days), any Put Option Premium received by it if it fails to perform hereunder (including by failing to fund any initial Term Loan requested in writing on the Closing Date or failing to execute the Definitive Financing Documentation in form and substance satisfactory to the Required Backstop Parties and each other Backstop Party (to the extent the Definitive Financing Documents include any modifications or any terms referred to in Section 8 hereof which require the prior written consent of each Backstop Party) on the Closing Date).  The Put Option Premium is and has been fully earned, is non-refundable and non-avoidable (except as otherwise set forth herein herein) and has been paid by the Debtors free and clear of any withholding or deduction for any applicable taxes or any other claim, setoff, or reserve. The Backstop Parties and the Debtors hereto agree to treat, for federal income tax purposes, the entry into the Backstop Commitments pursuant to this Commitment Letter as the sale of a put option by the Backstop Parties to the Debtors and the Put Option Premium as the sale price for such put option. Backstop Parties and the Debtors shall not take any position or action inconsistent with such treatment and/or characterization. The provisions for the payment of the Put Option Premium provided herein are an integral part of the transactions contemplated by this Commitment Letter, and without these provisions the Backstop Parties would not have entered into this Commitment Letter.

Each Backstop Party’s commitments and agreements hereunder are subject only to the conditions precedent set forth in Section titled “Conditions Precedent to Effectiveness on the Closing Date” and the Section titled “Conditions Precedent to All Borrowings” set forth in the Term Sheet and the following conditions: (a) the satisfaction of at least two (2) non-Affiliated Consenting First Lien Creditors represented by Akin Gump Strauss Hauer & Feld LLP (“Akin Gump”) that collectively hold at least a majority of the aggregate Backstop Commitments held by all such Backstop Parties (the “Required Backstop Parties”) with the form and substance of the Definitive Financing Documentation that will be included in the Plan Supplement; (b) all reasonable and documented out-of-pocket costs, fees, expenses (including, without limitation, legal and financial advisory fees and expenses) and other compensation payable to the Administrative Agent and the Backstop Parties (including, without limitation, the Put Option Premium) pursuant to this Commitment Letter or otherwise payable pursuant to the Definitive Financing Documentation or the Restructuring Support Agreement shall have been paid; (c) execution and delivery of definitive loan documents related to the Exit Facility including, without limitation, a credit agreement, guarantees, security agreements, pledge agreements, opinions of counsel, officer’s certificates, certificates of good standings, corporate organizational documents and other related definitive documents (collectively, the “Definitive Financing Documentation”) that are consistent with the terms set forth in this Commitment Letter and the Term Sheet (including the Documentation Principles) and are otherwise acceptable to the Required Backstop Parties, each other Backstop Party (to the extent the Definitive Financing Documents include any modifications or any terms referred to in Section 8 hereof which require the prior written consent of each Backstop Party)  and you, with such modifications (i) as are required to incorporate

administrative agency, operational and other ministerial administration provisions customary for the Administrative Agent and reasonably acceptable to the Required Backstop Parties and you and (ii) as are acceptable to the Required Backstop Parties, each other Backstop Party (to the extent the Definitive Financing Documents include any modifications or any terms referred to in Section 8 hereof which require the prior written consent of each Backstop Party) and you; (d) notwithstanding the foregoing, all documents and instruments required to create and perfect the Administrative Agent’s first priority security interest in the Collateral (free and clear of all liens, subject to customary exclusions agreed to between the Borrower and the Required Backstop Parties) shall have been executed (if applicable) and delivered and, if applicable, be filed with the appropriate filing office, in each case, in form and substance satisfactory to the Required Backstop Parties; provided that the terms of the Definitive Facilities Documentation shall be in a form such that it does not impair the availability of, and initial funding under, the Exit Facility on the Closing Date if the conditions expressly in this Section 4 are satisfied (it being understood that, to the extent any security interest in any Collateral referred to in Exhibit A under the heading “Security” (other than to the extent a lien on such Collateral may be perfected by the filing of a financing statement under the Uniform Commercial Code (“UCC”) (solely to the extent required in Exhibit A under the heading “Security”)) is not or cannot be provided and/or perfected on the Closing Date after your use of commercially reasonable efforts to do so, the provision and/or perfection of security interests in such Collateral shall not constitute a condition precedent to the availability of the Exit Facility on the Closing Date); (e) accuracy of representations and warranties under the Restructuring Support Agreement and the Definitive Financing Documentation in all material respects with the same effect as though made on and as of such date, except in the case of any representation and warranty which (i) expressly relates to a given date, such representation and warranty shall be true and correct in all material respects as of the respective date, (ii) is qualified by a materiality or material adverse effect standard in which case such representation and warranty shall be true and correct in all respects, or (iii) has been waived under the Restructuring Support Agreement or the Definitive Financing Documentation, as applicable; (f) no First Lien Creditor Termination Event, or any event that after notice or passage of time or both would be a First Lien Creditor Termination Event, shall have occurred under the Restructuring Support Agreement, in each case, unless waived under the Restructuring Support Agreement; (g) the Debtors shall be in compliance with the Restructuring Support Agreement in all material respects as of the date upon which all conditions precedent herein and in the Restructuring Support Agreement relating to the effectiveness of the Definitive Financing Documentation are satisfied (the “Closing Date”) and the Borrower and each of the Guarantors party to the Restructuring Support Agreement shall have satisfied each of the conditions precedent to the Restructuring Transactions set forth in the Restructuring Support Agreement, in each case, except to the extent such compliance or conditions have been waived under the Restructuring Support Agreement; and (h) the Restructuring Transactions shall have been consummated or will be consummated substantially concurrently with the entry into the Definitive Financing Documentation, to the extent required under the Restructuring Support Agreement.

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The Debtors agree, on a joint and several basis, to indemnify, hold harmless and defend the Administrative Agent, the Backstop Parties, the Exit Lenders, their respective affiliates and their respective directors, officers, employees, attorneys, advisors, consultants, agents and other representatives (each, an “Indemnified Person”) from and against any and all losses, claims,

damages, expenses and liabilities, joint or several, to which any such Indemnified Person may become subject arising out of or in connection with this Commitment Letter, the Exit Facility, the use of the proceeds thereof or any claim, litigation, investigation or proceeding (a “Proceeding”) relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each Indemnified Person promptly following receipt of a reasonably detailed invoice for any reasonable and documented out-of-pocket legal expenses or other reasonable and documented out-of-pocket expenses incurred in connection with investigating or defending any of the foregoing; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or related expenses (i) to the extent they are found by a final, nonappealable judgment of a court of competent jurisdiction to arise solely from the willful misconduct or gross negligence of or any material breach of this Commitment Letter or the Restructuring Support Agreement by such Indemnified Person or its controlled affiliates, directors, officers or employees (collectively, the “Related Parties”), (ii) to the extent they arise as a result of any dispute between or among Indemnified Persons that does not involve an act or omission by the Debtors or (iii) such Indemnified Party’s or a Related Party’s breach of its obligations under this Commitment Letter or the Restructuring Support Agreement as determined in the final non-appealable judgment of a court of competent jurisdiction.

In addition, the Borrower and the other Debtors shall pay (or cause to be paid) (i) all reasonable, documented and invoiced out-of-pocket fees and expenses of the Administrative Agent and the Backstop Parties (including but not limited to the fees, charges and disbursements of (a) counsel for the Administrative Agent and its affiliates, (b) Akin Gump, as counsel to certain of the Backstop Parties, (c) local counsel in each relevant jurisdiction and any special counsel deemed necessary or appropriate by the Administrative Agent, (d) local counsel in each relevant jurisdiction and any special counsel deemed necessary or appropriate by the Backstop Parties (including, but not limited to (1) Walkers, as Cayman legal counsel, (2) Loyens & Loeff Luxembourg S.À R.L, as Luxembourg legal counsel, and (3) Seward & Kissel LLP, as maritime counsel) and (e) Houlihan Lokey Capital, Inc., as financial advisor to the Backstop Parties), in each case, in connection with the preparation, due diligence, negotiation, execution, delivery and administration of this Commitment Letter and the other Definitive Financing Documentation or any amendments, modifications, consents, or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket fees and expenses (including the out-of-pocket cost of any investigation or preparation) incurred by the Administrative Agent, any other agent under the Definitive Financing Documentation or any Exit Lender in connection with the enforcement or protection of its rights (including but not limited to the fees, charges and disbursements of (a) counsel for the Administrative Agent and its affiliates, (b) Akin Gump, as counsel to certain of the Exit Lenders, (c) local counsel in each relevant jurisdiction and any special counsel deemed necessary or appropriate by the Administrative Agent, (d) local counsel in each relevant jurisdiction and any special counsel deemed necessary or appropriate by the Exit Lenders (including, but not limited to (1) Walkers, as Cayman legal counsel, (2) Loyens & Loeff Luxembourg S.À R.L, as Luxembourg legal counsel, and (3) Seward & Kissel LLP, as maritime counsel) and (e) Houlihan Lokey Capital, Inc., as financial advisor to the Exit Lenders, pursuant to that certain Engagement Letter dated April 7, 2020).

No Indemnified Person shall be liable (whether direct or indirect, in contract, tort or otherwise) to the Borrower, the other Debtors or any of their subsidiaries or any shareholder or creditors of the foregoing for or in connection with the transactions contemplated hereby, except to the extent any such liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted solely from such Indemnified Person’s gross negligence or willful misconduct. It is further agreed that each Backstop Party shall only have liability to you (as opposed to any other person) and that each Backstop Party shall be liable solely in respect of its own commitment to the Exit Facility on a several, and not joint, basis with any other Backstop Party. None of the Indemnified Persons, the Borrower or other Debtors, or their respective directors, officers, employees, advisors, and agents shall be liable for any indirect, special, punitive or consequential damages in connection with this Commitment Letter, the Exit Facility or the transactions contemplated hereby, provided that nothing contained in this sentence shall limit your indemnity obligations to the extent set forth in this Section 5.

You acknowledge that each Backstop Party (or an affiliate) may from time to time effect transactions, for its own or its affiliates’ account or the account of customers, and hold positions in loans, securities or options on loans or securities of, or claims against, you, your affiliates and of other companies that may be the subject of the transactions contemplated by this Commitment Letter. In addition, each Backstop Party and its affiliates will not use confidential information obtained from you or your affiliates or on your or their behalf by virtue of the transactions contemplated hereby in connection with the performance by such Backstop Party and its affiliates of services for other companies or persons.

You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you and the Backstop Parties is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether the Backstop Parties have advised or are advising you on other matters, (b) the Backstop Parties, on the one hand, and you, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty to you or your affiliates on the part of the Backstop Parties, and you waive, to the fullest extent permitted by law, any claims you may have against any Backstop Party for breach of duty or alleged breach of any fiduciary duty on the part of the Backstop Parties and agree that no Backstop Party will have any liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on your behalf, including equityholders, employees or creditors, in each case, in respect of any of the transactions contemplated by this Commitment Letter, (c) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, and you are responsible for making your own independent judgment with respect to the transactions contemplated by this Commitment Letter and the process leading thereto, (d) you have been advised that the Backstop Parties and their respective affiliates are engaged in a broad range of transactions that may involve interests that differ from your and your affiliates’ interests and that the Backstop Parties and their respective affiliates have no obligation to disclose such interests and transactions or confidential information obtained from any other party to you and your affiliates, (e) you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate, (f) each Backstop Party has been, is, and will be acting solely as a principal and, except as otherwise

expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for you, or any of your affiliates and (g) none of the Backstop Parties or their affiliates has any obligation or duty (including any implied duty) to you or your affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein or in any other express writing executed and delivered by such Backstop Party and you or any such affiliate.

Additionally, you acknowledge and agree that none of the Backstop Parties is advising you as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. You shall consult with your own advisors concerning such matters and shall be responsible for making your own independent investigation and appraisal of the transactions contemplated by this Commitment Letter, and the Backstop Parties shall not have any responsibility or liability to you with respect thereto. Any review by the Backstop Parties of the transactions contemplated by this Commitment Letter or other matters relating thereto will be performed solely for the benefit of the Backstop Parties and shall not be on behalf of you or any of your affiliates.

This Commitment Letter is delivered to you on the understanding that neither this Commitment Letter nor any of its terms or substance shall be disclosed by you, directly or indirectly, to any other person except (a) to you and your officers, directors, employees, members, partners, stockholders, attorneys, accountants, agents and advisors, in each case, on a confidential and need-to-know basis, (b) to the extent required in any legal, judicial or administrative proceeding or any other compulsory process or as otherwise required by law or regulation, including, without limitation, any order of the Bankruptcy Court (in which case you agree, to the extent reasonably practical and permitted by law, to inform us promptly in advance thereof), (c) in the Plan, in the Disclosure Statement or in a Bankruptcy Court filing in connection with the transactions contemplated hereunder or under the Restructuring Support Agreement, (d) in connection with any public filing requirement you are legally obligated to satisfy, (e) to any ratings agency reasonably approved by the Required Backstop Parties, on a confidential basis, in connection with obtaining a rating for the Exit Facility, (f) to the United States Trustee, the official committee of unsecured creditors or any other official committee formed in the Chapter 11 Cases and each of their legal counsel, independent auditors, professionals and other experts or agents who are informed of the confidential nature of such information and agree to be bound by confidentiality and use restrictions set forth in this Section 7, (g) in connection with the exercise of any remedies hereunder or in any suit, action or proceeding relating to this Commitment Letter, the Exit Facility or any transaction related thereto and (h) to the extent such information becomes publicly available other than as a result of a breach of this paragraph.

This Commitment Letter shall not be assignable by you without the prior written consent of each Backstop Party (which consent shall not be unreasonably withheld, delayed or conditioned) and any purported assignment without such consent shall be null and void.  This Commitment Letter is intended to be solely for the benefit of the parties hereto, the Administrative Agent and the Indemnified Persons, and is not intended to and does not confer any benefits upon, or create any rights in favor of, any person other than the parties hereto, the Administrative Agent and the

Indemnified Persons to the extent expressly set forth herein; provided, however that any Backstop Party may assign its Backstop Commitment (in whole or in part) pursuant to a Permitted Assignment as set forth in Section 1 above. The Backstop Parties reserve the right to (i) employ the services of their respective affiliates in providing services contemplated hereby, and to satisfy their obligations hereunder through, or assign their rights and obligations hereunder (including their respective Backstop Commitments), to one or more of their respective affiliates, their affiliated investment funds, separate accounts within their control or which are managed or controlled by the same person or its affiliates or investment funds under their or their respective affiliates’ management or which are managed or controlled by the same person or its affiliates (collectively, “Backstop Party Affiliates”), and to (ii) allocate, in whole or in part, to their respective Backstop Party Affiliates certain fees or put option premiums (including, without limitation, the Put Option Premium) payable to the Backstop Parties in such manner as such Backstop Parties and their respective Backstop Party Affiliates may agree in their sole discretion; provided that, no delegation or assignment to a Backstop Party Affiliate shall relieve such Backstop Party from its obligations hereunder to the extent that any Backstop Party Affiliate fails to satisfy its Backstop Commitment hereunder at the time required.

This Commitment Letter may be amended, restated, modified, changed, supplemented, waived or altered only by a written instrument signed by the Debtors and the Required Backstop Parties; provided, however, that the prior written consent of each affected Backstop Party  as of such date of amendment, restatement, modification, change, supplement, waiver or alteration shall be required for any amendment, restatement, modification, change, supplement, waiver or alteration to this Commitment Letter, the Restructuring Support Agreement or any other Definitive Document that would, directly or indirectly: (i) modify such Backstop Party’s Backstop Commitment Percentage, the amount of the Backstop Commitment applicable to such Backstop Party or the Permitted Assignment or Commitment Reallocation provisions set forth in Section 1 hereof, (ii) modify the amount of upfront, unused and other fees or put option premium (including, without limitation, the Put Option Premium) owed to such Backstop Party, (iii) modify any of its rights to receive amounts under Section 3 and Section 5, (iv) modify the amount of the aggregate Backstop Commitments, the principal amount, interest rate, call provisions, term, availability period, security or priority of the Term Loans, or the date of expiration of the Backstop Commitment, in each case, as set forth in the Term Sheet, (v) result in the Term Loans being capable of being borrowed by an entity other than an entity formed in the Cayman Islands or result in the Term Loans not being transferrable without the consent of the Borrower or any other person other than the Administrative Agent, (vi) result in the obligations of each Backstop Party under this Commitment Letter or any Exit Lender being joint and not several, (vii) have a material, disproportionate and adverse effect on such Backstop Party (as compared to other Backstop Parties) or (viii) amend, change or alter the definition of “Required Backstop Parties” (including, for the avoidance of doubt, due to a change in the definition of “Required Backstop Parties”).  Notwithstanding the foregoing, Schedule I shall be revised as necessary without requiring a written instrument signed by the Debtors and the Required Backstop Parties to reflect changes in the composition of the Backstop Parties and the Backstop Commitment Percentages as a result of transfers permitted in accordance with the terms and conditions of this Commitment Letter, and no such revisions shall give rise to any termination right or allow the Backstop Parties to fail to close the transactions contemplated by this Commitment Letter; provided, each Backstop Party shall receive a revised copy of Schedule I. No delay on the part of any Backstop Party in exercising any right, power or privilege pursuant to this Commitment Letter will operate as a waiver thereof,

nor will any waiver on the part of any Backstop Party of any right, power or privilege pursuant to this Commitment Letter, nor will any single or partial exercise of any right, power or privilege pursuant to this Commitment Letter, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Commitment Letter. Any proposed amendment, restatement, modification, change, alteration, supplement or waiver that does not comply with this paragraph shall be ineffective and void ab initio.

This Commitment Letter may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Commitment Letter by facsimile or electronic transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart hereof. The words “execution,” “signed,” “signature,” and words of like import in this Commitment Letter shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and any other similar state laws based on the Uniform Electronic Transactions Act. This Commitment Letter (and the agreements referenced in this Commitment Letter including the Restructuring Support Agreement) set forth the entire understanding of the parties with respect to the Exit Facility, and replace and supersede all prior agreements and understandings (written or oral) related to the subject matter hereof other than as set forth in the Restructuring Support Agreement. THIS COMMITMENT LETTER MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.  THIS COMMITMENT LETTER IS TO BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.

Prior to the commencement of the Chapter 11 Cases, you and we agree to bring any action or proceeding in respect of any claim arising out of or related to this Commitment Letter in the United States federal district courts located in New York, New York (or if the federal district courts do not have jurisdiction, then the state courts located in New York, New York), and any appellate court from any thereof, and solely in connection with claims arising under this Commitment Letter: (i) irrevocably submit to the exclusive jurisdiction of the federal court or state court, as applicable; (ii) waive any objection to laying venue in any such action or proceeding in the federal court or state court, as applicable; and (iii) waive any objection that the federal court or state court, as applicable, is an inconvenient forum or does not have jurisdiction over any party hereto. Notwithstanding the foregoing, upon the commencement of the Chapter 11 Cases, you and we agree to bring any action or proceeding in respect of any claim arising out of or related to this Commitment Letter, to the extent possible, in the Bankruptcy Court and solely in connection with claims arising under this Commitment Letter: (x) irrevocably submit to the exclusive jurisdiction of the Bankruptcy Court; (y) waive any objection to laying venue in any such action or proceeding in the Bankruptcy Court; and (z) waive any objection that the Bankruptcy Court is an inconvenient forum or does not have jurisdiction over such party.

Each of the Backstop Parties hereby notifies you that, pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law on October 26, 2001) (the “PATRIOT Act”), it is required to obtain, verify and record information that identifies the Debtors, which information includes names, addresses, tax identification numbers and other information that will allow such Backstop Party and each Lender to identify the Debtors in accordance with the PATRIOT Act. This notice is given in accordance with the requirements of the PATRIOT Act and is effective for the Backstop Parties and each Lender.

The indemnification, expense reimbursement, jurisdiction, confidentiality, governing law, sharing of information, no agency or fiduciary duty, waiver of jury trial, service of process and venue provisions contained herein shall remain in full force and effect regardless of whether the Definitive Financing Documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or the Backstop Commitments; provided that (i) your obligations under this Commitment Letter (other than your obligations with respect to indemnification in Section 5 and confidentiality in Section 7 hereof) shall automatically terminate and be superseded by the provisions of the Definitive Financing Documentation upon the execution and delivery thereof, and you shall automatically be released from all liability in connection therewith at such time, in each case, to the extent the Definitive Financing Documentation has comparable provisions with comparable coverage and (ii) the Backstop Parties’ obligations under this Commitment Letter shall automatically terminate and be superseded by the provisions of the Definitive Financing Documentation upon the Closing Date.

You and we hereby agree that this Commitment Letter is a binding and enforceable agreement with respect to the subject matter herein; it being acknowledged and agreed that the funding of the Exit Facility is subject to the conditions specified herein, including obtaining all relevant Bankruptcy Court approvals as specified in Section 4(a) hereof, and the execution and delivery of the Definitive Financing Documentation by the parties hereto in a manner consistent with this Commitment Letter. Each of the Backstop Parties and you will use their commercially reasonable efforts to promptly prepare, negotiate and finalize the Definitive Financing Documentation as contemplated by this Commitment Letter.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Commitment Letter by returning to us (or our counsel) executed counterparts of this Commitment Letter and payment of the Put Option Premium no later than 11:59 p.m. New York City time, on October 30, 2020. This offer will automatically expire if we have not received such executed counterparts and the Put Option Premium in accordance with the preceding sentence.  In addition, the commitment and agreements of the Backstop Parties hereunder and the put rights of the Debtor shall expire (the date of such expiration, the “Termination Date”) automatically upon the occurrence of any of the following: (a) May 30, 2021, and (b) the Restructuring Support Agreement shall have been terminated by the Backstop Parties in accordance with its terms, unless prior to such time, the Closing Date shall have occurred and the Debtors shall have paid to the Backstop Parties and the Administrative Agent all fees and put option premiums (including, without limitation, the Put Option Premium) that are specified in the Commitment Letter or the Restructuring Support Agreement on or prior to the Closing Date. The Debtors acknowledge and agree, and shall not dispute that, any termination (or notice thereof) by any Backstop Party of this Commitment Letter shall not be a violation of the automatic stay of section 362 of the Bankruptcy

Code (and the Debtors hereby waive, to the greatest extent possible, the applicability of the automatic stay to the giving of such notice).

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[Backstop Parties Signature Pages Redacted]

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Accepted and agreed to as of the date first above written:

PACIFIC DRILLING S.A.

PACIFIC BORA LTD.

PACIFIC DRILLING COMPANY LIMITED

PACIFIC DRILLING FINANCE S.À R.L.

PACIFIC DRILLING LIMITED

PACIFIC DRILLING NIGERIA LIMITED

PACIFIC DRILLING OPERATIONS LIMITED

PACIFIC DRILLING OPERATIONS, INC.

PACIFIC DRILLING V LIMITED

PACIFIC DRILLING VII LIMITED

PACIFIC DRILLING, INC.

PACIFIC DRILLING, LLC

PACIFIC DRILLSHIP S.À R.L.

PACIFIC MISTRAL LTD.

PACIFIC SANTA ANA LIMITED

PACIFIC SCIROCCO LTD.

PACIFIC SHARAV KORLÁTOLT FELELŐSSÉGŰ TÁRSASÁG

PACIFIC SHARAV S.À R.L.

By:/s/ Bernie G. Wolford Jr.​ ​
Name: Bernie G. Wolford Jr.
Title: Authorized Representative

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PACIFIC DRILLING HOLDING (GIBRALTAR) LTD.

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By:/s/ Bernie G. Wolford Jr.​ ​
Name: Bernie G. Wolford Jr.
Title: Director

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In the presence of a witness:

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By:/s/ Kathleen Gehlhausen​ ​

Name: Kathleen Gehlhausen

Title: Sr. Corporate Paralegal

Address: 11700 Katy Fwy Ste 175, Houston, TX

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SCHEDULE I

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COMMITMENTS

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[Attached.]

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[Schedule I Redacted]

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¹ All capitalized terms used but not defined herein shall have the meaning given them in the Commitment Letter to which this Term Sheet is attached.

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