FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 5th, 2008 • Vantage Drilling CO • Drilling oil & gas wells • New York
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the day of May 2008, by and among Vantage Drilling Company, a Cayman Islands exempted company (the "Company"), and the undersigned parties listed under Investors on the signature page hereto (each, an "Investor" and collectively, the "Investors").
45,454,545 Shares Vantage Drilling Company Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • July 28th, 2010 • Vantage Drilling CO • Drilling oil & gas wells • New York
WARRANT AGREEMENTWarrant Agreement • June 18th, 2008 • Vantage Drilling CO • Drilling oil & gas wells • New York
This Warrant Agreement (the “Agreement”) made as of June 12, 2008, between Vantage Drilling Company, a Cayman Islands exempted company, with its registered office at c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).
OFFSHORE GROUP INVESTMENT LIMITED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 29th, 2012 • Vantage Drilling CO • Drilling oil & gas wells • New York
Offshore Group Investment Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), is issuing and selling to the several initial purchasers listed in Schedule I hereto (the “Initial Purchasers”), upon the terms set forth in the Purchase Agreement dated October 16, 2012, by and among the Company, the Guarantors named therein and the Initial Purchasers (the “Purchase Agreement”), $1,150,000,000 aggregate principal amount of 7.5% Senior Secured First Lien Notes due 2019 (the “Notes”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantors listed in the signature pages hereto agree with the Initial Purchasers, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchaser), as follows:
SECOND AMENDED AND RESTATED EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment and Non-Competition Agreement • December 11th, 2015 • Vantage Drilling CO • Drilling oil & gas wells • Texas
THIS SECOND AMENDED AND RESTATED EMPLOYMENT AND NON-COMPETITION AGREEMENT (“Agreement”) is entered into as of the 2nd day of December, 2015 (the “Effective Date”), between Offshore Group Investment Limited (“Company”), and Paul A. Bragg (“Employee” or “Executive”).
OFFSHORE GROUP INVESTMENT LIMITED AND EACH OF THE GUARANTORS PARTY HERETOIndenture • August 5th, 2010 • Vantage Drilling CO • Drilling oil & gas wells • New York
INDENTURE, dated as of July 30, 2010 among Offshore Group Investment Limited, a Cayman Islands exempted company (the “Company”), Vantage Drilling Company, a Cayman Islands exempted company (“Parent”), as a Guarantor (as defined herein), the other Guarantors (as defined herein) and Wells Fargo Bank, National Association, and any and all successors thereto, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Noteholder Collateral Agent”).
EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment and Non-Competition Agreement • April 30th, 2009 • Vantage Drilling CO • Drilling oil & gas wells • Texas
This Employment and Non-Competition Agreement (“Agreement”) is entered into as of the 1st day of May, 2008 (the “Effective Date”), between Vantage International Payroll Co., a Cayman Island Company (“Company”), and Donald Munro (“Employee” or “Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 18th, 2008 • Vantage Drilling CO • Drilling oil & gas wells • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 12th day of June, 2008, by and among Vantage Drilling Company, a Cayman Islands exempted company (the “Company”) and F3 Capital (“F3 Capital”).
Vantage Drilling Company 30,000,000 Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • January 22nd, 2010 • Vantage Drilling CO • Drilling oil & gas wells • New York
VANTAGE DRILLING COMPANY and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of July 16, 2013Vantage Drilling CO • July 16th, 2013 • Drilling oil & gas wells • New York
INDENTURE dated as of July 16, 2013 between Vantage Drilling Company, a Cayman Islands exempted company (the “Company”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
JOINDER AGREEMENTJoinder Agreement • October 16th, 2013 • Vantage Drilling CO • Drilling oil & gas wells • New York
THIS JOINDER AGREEMENT (this “Agreement”), dated as of October 15, 2013, is entered into between VANTAGE DRILLER ROCO S.R.L and VANTAGE DRILLING GABON (the “New Subsidiaries”) and CITIBANK, N.A. as administrative agent (the “Administrative Agent”) under that certain Term Loan Agreement, dated as of October 25, 2012 (as the same may be amended, modified, extended or restated from time to time, the “Term Loan Agreement”) among Offshore Group Investment Limited, a Cayman Islands exempted company (the “Administrative Borrower”), Vantage Delaware Holdings, LLC, a Delaware limited liability company (the “US Borrower” and, together with the Administrative Borrower, the “Borrowers”), the Lenders from time to time party thereto, the Administrative Agent and Wells Fargo, National Association, as collateral agent (the “Collateral Agent” and, together with the Administrative Agent, the “Agents”). All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the T
INDEMNITY AGREEMENTIndemnity Agreement • December 11th, 2015 • Vantage Drilling CO • Drilling oil & gas wells • Texas
THIS AGREEMENT is made this [•] day of December, 2015, by and between Offshore Group Investment Limited, a Cayman Islands exempted company (the “Company”), and [•] (“Indemnitee”).
JOINDER AGREEMENTJoinder Agreement • May 24th, 2013 • Vantage Drilling CO • Drilling oil & gas wells • New York
THIS JOINDER AGREEMENT (this “Agreement”), dated as of May 22, 2013, is entered into between VANTAGE DRILLER VI CO., an exempted company incorporated in the Cayman Islands (the “New Subsidiary”) and CITIBANK, N.A. as administrative agent (the “Administrative Agent”) under that certain Second Term Loan Agreement, dated as of March 28, 2013 (as the same may be amended, modified, extended or restated from time to time, the “Term Loan Agreement”) among Offshore Group Investment Limited, a Cayman Islands exempted company (the “Administrative Borrower”), Vantage Delaware Holdings, LLC, a Delaware limited liability company (the “US Borrower” and, together with the Administrative Borrower, the “Borrowers”), the Lenders from time to time party thereto, the Administrative Agent and Wells Fargo, National Association, as collateral agent (the “Collateral Agent” and, together with the Administrative Agent, the “Agents”). All capitalized terms used herein and not otherwise defined shall have the mea
FIRST AMENDMENT TO CONSULTING SERVICES AGREEMENTConsulting Services Agreement • April 30th, 2015 • Vantage Drilling CO • Drilling oil & gas wells
This First Amendment to the Consulting Services Agreement (the “Amendment”) is entered into as of 20th day of April 2015, by and between Vantage Drilling Company (“Vantage”) and Strand Energy (“Strand”).
AMENDED AND RESTATED INTERCREDITOR AGREEMENTIntercreditor Agreement • October 29th, 2012 • Vantage Drilling CO • Drilling oil & gas wells • New York
THIS AMENDED AND RESTATED INTERCREDITOR AGREEMENT is dated as of the 25th day of October, 2012 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), by and among: (i) WELLS FARGO BANK, NATIONAL ASSOCIATION, as Pari Passu Collateral Agent (as defined below) for the Pari Passu Secured Parties referred to below, (ii) WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee under the New Indenture (as defined below) (together with its successors and permitted assigns, in such capacity, the “New Trustee”), and as collateral agent for the New Notes Secured Parties referred to below (together with its successors and permitted assigns, in such capacity, the “New Noteholder Collateral Agent”); (iii) ROYAL BANK OF CANADA, as administrative agent for the Credit Agreement Secured Parties referred to below (together with its successors and permitted assigns, in such capacity, the “Credit Agreement Agent”); (iv) WELLS FARGO BANK, NATIONAL ASSOCIATION, as collatera
VANTAGE DRILLING COMPANYPurchase Agreement • March 21st, 2012 • Vantage Drilling CO • Drilling oil & gas wells • Texas
We refer to the Purchase Agreement dated on or about the date hereof (the “Purchase Agreement”) among Valencia Drilling Corporation, as seller, Dragonquest Holdings Company, as buyer, and Vantage Drilling Company, as buyer’s parent, in respect of the sale of construction rights to a deepwater drillship hull no. 3602, known as the “Dragonquest” (the “Vessel”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Purchase Agreement.
VANTAGE DRILLING COMPANY, as Issuer and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee First Supplemental Indenture Dated as of July 16, 2013 Supplemental to Indenture Dated as of July 16, 2013 5.50% Convertible Senior Notes due 2043First Supplemental Indenture • July 16th, 2013 • Vantage Drilling CO • Drilling oil & gas wells • New York
FIRST SUPPLEMENTAL INDENTURE dated as of July 16, 2013, between Vantage Drilling Company, a Cayman Islands exempted company (the “Company”), and Wells Fargo Bank National Association, as Trustee (the “Trustee”).
P2020 RIG CO. c/o Vantage Drilling Company Suite 800 Houston, Texas 77056 USA Attention: Chris Edward Celano WAYZATA OPPORTUNITIES FUND II, L.P. Suite 300 Wayzata, Minnesota 55391 USA Attention: Raphael T. Wallander VANTAGE DRILLING COMPANY Suite 800...Vantage Drilling CO • March 16th, 2011 • Drilling oil & gas wells
P2020 Rig Co. – US$100,000,000 Term Facility Agreement dated 26 August 2009 between, amongst others, P2020 Rig Co. as Borrower, Wayzata Investment Partners LLC as Administrative Agent, Wayzata Opportunities Fund II, L.P. as Lender and Vantage Drilling Company as Guarantor (the “Facility Agreement”)
FORM OF SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • May 5th, 2008 • Vantage Drilling CO • Drilling oil & gas wells • New York
THIS SECURITIES ESCROW AGREEMENT, dated as of May , 2008 (the "Agreement"), by and among VANTAGE DRILLING COMPANY, a Cayman Islands exempted company (the "Company"), the undersigned parties listed under Initial Stockholders on the signature page hereto (collectively, the "Initial Stockholders") and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (the "Escrow Agent").
ContractVantage Drilling CO • December 24th, 2008 • Drilling oil & gas wells
Vantage Drilling Company F3 Capital PO Box 309 c/o Campbell Corporate Services Limited Ugland House Scoria Centre Grand Cayman KY1-1104 PO Box 268 Cayman Islands Grand Cayman KY1-11Q4 ("Borrower") Cayman Islands ("Lender")
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • December 6th, 2012 • Vantage Drilling CO • Drilling oil & gas wells • New York
This FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is dated as of December 3, 2012, among PT. Vantage Drilling Company Indonesia (the “Guaranteeing Subsidiary”), a subsidiary of Vantage Drilling Company, a Cayman Islands exempted company (the “Parent”), Offshore Group Investment Limited, a Cayman Islands exempted company (the “Company”), the other Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, National Association, as Trustee under the Indenture referred to below (the “Trustee”).
JOINDER AGREEMENTJoinder Agreement • December 6th, 2012 • Vantage Drilling CO • Drilling oil & gas wells • New York
JOINDER AGREEMENTJoinder Agreement • May 24th, 2013 • Vantage Drilling CO • Drilling oil & gas wells • New York
CREDIT AGREEMENT Dated as of June 12, 2008 AmongCredit Agreement • June 18th, 2008 • Vantage Drilling CO • Drilling oil & gas wells • New York
This Credit Agreement dated as of June 12, 2008 is among Emerald Driller Company, a Cayman Islands exempted company (“Borrower 1”), Sapphire Driller Company, a Cayman Islands exempted company (“Borrower 2”), Aquamarine Driller Company, a Cayman Islands exempted company (“Borrower 3”), Topaz Driller Company, a Cayman Islands exempted company (“Borrower 4”; together with Borrower 1, Borrower 2 and Borrower 3, the “Borrowers”), the Guarantors (as defined below), the Lenders, and Natixis, as Facility Agent and Collateral Agent for the Lenders.
OFFSHORE GROUP INVESTMENT LIMITED AND EACH OF THE GUARANTORS PARTY HERETO SECOND SUPPLEMENTAL INDENTURE Dated as of June 1, 2011 Wells Fargo Bank, National Association, as Trustee and Noteholder Collateral AgentSecond Supplemental Indenture • June 2nd, 2011 • Vantage Drilling CO • Drilling oil & gas wells • New York
THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 1, 2011, is by and among Offshore Group Investment Limited, a Cayman Islands exempted company (the “Company”), P2020 Rig Co., a Cayman Islands exempted company (“P2020”), Vantage Holdings Malaysia I Co., a Cayman Islands exempted company (“Vantage Holdings Malaysia”), Vantage Drilling Malaysia I Sdn. Bhd., a Malaysian company (“Vantage Drilling Malaysia”), and Vantage Drilling Labuan I Ltd., a Malaysian company (“Vantage Labuan,” and together with P2020, Vantage Holdings Malaysia and Vantage Drilling Malaysia, the “Additional Guarantors”), Vantage Drilling Company, a Cayman Islands exempted company (“Parent”), as a guarantor, together with the other existing guarantors to the Indenture (as defined below) (the “Existing Guarantors,” and together with Parent and the Additional Guarantors, the “Guarantors”) and Wells Fargo Bank, National Association, and any and all successors thereto, as trustee (in such
CONSULTING SERVICES AGREEMENT VANTAGE DRILLING COMPANY AND STRAND ENERGY DATED: MAY 08, 2012Consulting Services Agreement • July 30th, 2012 • Vantage Drilling CO • Drilling oil & gas wells
Vantage wishes to engage the Consultant to provide the Services (as defined below). The Consultant has agreed to provide the Services on the terms of this Agreement.
DATED NOVEMBER 18, 2008 F3 CAPITAL and VANTAGE DEEPWATER COMPANY SHARE SALE AND PURCHASE AGREEMENT relating to MANDARIN DRILLING CORPORATIONSale and Purchase Agreement • November 20th, 2008 • Vantage Drilling CO • Drilling oil & gas wells • Texas
EMPLOYMENT AND NON-COMPETITION AGREEMENT BETWEEN VANTAGE INTERNATIONAL PAYROLL COMPANY PTE. LTD. AND DOUGLAS HALKETT DATED JUNE 12, 2008Employment and Non-Competition Agreement • June 18th, 2008 • Vantage Drilling CO • Drilling oil & gas wells • Texas
This Employment and Non-Competition Agreement (“Agreement”) is entered into as of the 12th day of June, 2008 (the “Effective Date”), between Vantage International Payroll Company Pte. Ltd., a Singapore company (“Company”), and Douglas Halkett (“Employee” or “Executive”).
VANTAGE DRILLING COMPANY RESTRICTED STOCK AWARD AGREEMENTRestricted Stock • April 9th, 2009 • Vantage Drilling CO • Drilling oil & gas wells
Vantage Drilling Company (the "Company") hereby grants the following shares of restricted stock of the Company (the “Shares”) to the Participant named below in accordance with and subject to the terms, conditions and restrictions of this Agreement, together with the provisions of the 2007 Long Term Incentive Compensation Plan (the "Plan") of the Company effective June 10, 2008.
DATED 7 January 2009Termination Agreement • February 20th, 2009 • Vantage Drilling CO • Drilling oil & gas wells
are to apply as if they were set out in this Agreement, but with references in those clauses of the Purchase Agreement being replaced by references to this Agreement.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 29th, 2012 • Vantage Drilling CO • Drilling oil & gas wells • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of October 25, 2012, is among OFFSHORE GROUP INVESTMENT LIMITED, a Cayman Islands exempted company (the “Subsidiary Borrower”), VANTAGE DRILLING COMPANY, a Cayman Islands exempted company (the “Parent”), the Guarantors party hereto, the lenders party hereto (collectively, the “Lenders” and individually, a “Lender”), and ROYAL BANK OF CANADA, as Administrative Agent for the Lenders. All capitalized terms used in this Amendment and not otherwise defined herein shall have the respective meanings assigned to them in the Credit Agreement.
NON-QUALIFIED OPTION AGREEMENTNon-Qualified Option Agreement • April 9th, 2009 • Vantage Drilling CO • Drilling oil & gas wells • Texas
Vantage Drilling Company, an exempted company existing under the laws of the Cayman Islands (hereinafter called the "Corporation"),
VANTAGE DRILLING COMPANY RESTRICTED STOCK AWARD AGREEMENTRestricted Stock • September 12th, 2011 • Vantage Drilling CO • Drilling oil & gas wells • Texas
Vantage Drilling Company (the “Company”) subject to the restrictions, forfeiture provisions and other terms and conditions set forth herein, hereby grants the following shares of Common Stock as restricted stock (the “Shares”) to the Participant named below in accordance with and subject to the terms, conditions and restrictions of this Agreement, together with the provisions of the Vantage Drilling Company Amended and Restated 2007 Long Term Incentive Compensation Plan, as amended and restated effective April 14, 2011 (the “Plan”). The Participant shall have and may exercise all rights and privileges of ownership of such Shares, except Participant shall have no voting rights of such Shares or the right to receive any dividends declared in respect thereof until such Shares become vested as provided herein.
DATED JULY 6, 2010 F3 CAPITAL and VANTAGE DRILLING COMPANY and VANTAGE DEEPWATER COMPANY and VALENCIA DRILLING CORPORATION and TITANIUM EXPLORER COMPANY Agreement in respect of the Drillship the “Dragon Quest”Agreement • July 9th, 2010 • Vantage Drilling CO • Drilling oil & gas wells
VANTAGE DRILLING COMPANY PERFORMANCE UNIT AWARD AGREEMENTPerformance Unit Award Agreement • September 12th, 2011 • Vantage Drilling CO • Drilling oil & gas wells • Texas
Vantage Drilling Company (the “Company”) hereby grants the following performance units, which represent the right to receive an unrestricted share of Company “Common Stock” as defined in the Plan for each performance unit that becomes vested as determined by the Committee upon the applicable Determination Date (the “Performance Units”), to the Participant named below in accordance with and subject to the terms, conditions and restrictions of this Award Agreement, together with the provisions of the Vantage Drilling Company Amended and Restated 2007 Long Term Incentive Compensation Plan (as amended and restated effective April 14, 2011) (the “Plan”) pursuant to this “Award Agreement.”
