QGOG CONSTELLATION S.A. [ ] Common Shares Underwriting AgreementQGOG Constellation S.A. • January 25th, 2013 • Drilling oil & gas wells • New York
QGOG CONSTELLATION S.A. as Issuer, CONSTELLATION OVERSEAS LTD., as Guarantor, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, Paying Agent, Transfer Agent and Registrar INDENTURE Dated as of November 9, 2012 U.S. $700,000,000 6.250% SENIOR NOTES...Indenture • January 7th, 2013 • QGOG Constellation S.A. • Drilling oil & gas wells • New York
INDENTURE dated as of November 9, 2012, among QGOG Constellation S.A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 40, Avenue Monterey, L-2163 Luxembourg and registered with the Luxembourg register of commerce and companies under number B163424, Constellation Overseas Ltd., a business company incorporated under the laws of the British Virgin Islands, as guarantor, Deutsche Bank Trust Company Americas, as trustee, transfer agent, paying agent and registrar, and Deutsche Bank Luxembourg S.A., as the Irish listing agent.
MANDATE AGREEMENTMandate Agreement • January 7th, 2013 • QGOG Constellation S.A. • Drilling oil & gas wells • Luxembourg
PROJECT LOAN AGREEMENT in respect of a Loan Facility of up to US$810,167,850 relating to two semi-submersible drilling rigsProject Loan Agreement • January 7th, 2013 • QGOG Constellation S.A. • Drilling oil & gas wells
CREDIT AGREEMENT among AMARALINA STAR LTD., as a Borrower, LAGUNA STAR LTD., as a Borrower, VARIOUS FINANCIAL INSTITUTIONS, as Lenders THE NORWEGIAN GOVERNMENT, represented by THE NORWEGIAN MINISTRY OF TRADE AND INDUSTRY, as Lender HSBC BANK USA,...Credit Agreement • January 7th, 2013 • QGOG Constellation S.A. • Drilling oil & gas wells • New York
CREDIT AGREEMENT (this “Agreement”), dated as of March 27, 2012, among (i) AMARALINA STAR LTD., a business company incorporated under the laws of the British Virgin Islands, (ii) LAGUNA STAR LTD., a business company incorporated under the laws of the British Virgin Islands (together with Amaralina Star Ltd., the “Borrowers”, and each, a “Borrower”), (iii) the financial institutions from time to time party hereto as Lenders, (iv) THE NORWEGIAN GOVERNMENT, represented by THE NORWEGIAN MINISTRY OF TRADE AND INDUSTRY, with registered offices at Akersgaten 13, 0158 Oslo, c/o Innovasjon Norge, Norway (“MTI”), (v) HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America, as Administrative Agent, and (vi) HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America, as Collateral Agent.
Private & Confidential EXECUTION VERSION Dated 13 February 2008 OLINDA STAR LTD. (1) as Borrower and ING BANK N.V. (2) as Arranger and THE BANKS AND FINANCIAL INSTITUTIONS NAMED HEREIN (3) as Lenders and ING BANK N.V. (4) as Facility Agent and ING...Agreement • January 7th, 2013 • QGOG Constellation S.A. • Drilling oil & gas wells • England and Wales
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • January 7th, 2013 • QGOG Constellation S.A. • Drilling oil & gas wells • New York
This Assignment and Assumption Agreement (“Agreement”), dated as of April 30, 2012, is entered into by and among (w) CONSTELLATION OVERSEAS LTD., a company incorporated in the British Virgin Islands (“Company Assignor”), (x) QGOG CONSTELLATION S.A., a company incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 40, avenue Monterey L - 2163 Luxembourg, registered with the register of commerce and companies of Luxembourg (“RCS”) under registration number B163.424 (the “Company Assignee”), (y) CIPEF CONSTELLATION COINVESTMENT FUND, L.P., a limited partnership organized under the laws of Delaware (“Original Capital 1”), CIPEF V CONSTELLATION HOLDING, L.P., a limited partnership organized under the laws of Delaware (“Original Capital 2” and, together with Original Capital 1, the “Investor Assignors”) and (z) CONSTELLATION COINVESTMENT S.à.r.l, a company organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 5 Rue G
AMENDMENT DEED NO. 2 in relation to a PROJECT LOAN AGREEMENT in respect of a loan facility of up to $810,167,850 relating to two semi- submersible drilling rigs to EIFFEL RIDGE GROUP C.V. and BANK LOAN AGREEMENT in respect of a loan facility of up to...Project Loan Agreement • January 7th, 2013 • QGOG Constellation S.A. • Drilling oil & gas wells
MANDATE AGREEMENTMandate Agreement • January 7th, 2013 • QGOG Constellation S.A. • Drilling oil & gas wells • Luxembourg
QGOG ATLANTIC / ALASKAN RIGS LTD., as Issuer, ALASKAN STAR LTD. and STAR INTERNATIONAL DRILLING LIMITED, as Guarantors, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, Registrar, Transfer Agent and Paying Agent, DEUTSCHE BANK TRUST COMPANY AMERICAS,...Indenture • January 7th, 2013 • QGOG Constellation S.A. • Drilling oil & gas wells • New York
Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.
CREDIT AGREEMENT among ALPHA STAR EQUITIES LTD., as Borrower VARIOUS FINANCIAL INSTITUTIONS, as Lenders CITIBANK, N.A., as Administrative Agent and CITIBANK, N.A., as Collateral Agent Dated as of March 21, 2011 Alpha Star Drilling Rig ProjectCredit Agreement • January 7th, 2013 • QGOG Constellation S.A. • Drilling oil & gas wells • New York
REGISTRATION RIGHTS AGREEMENT among CONSTELLATION OVERSEAS LTD., CIPEF CONSTELLATION COINVESTMENT FUND, L.P. , and CIPEF V CONSTELLATION HOLDING, L.P., Dated as of June 15, 2010Registration Rights Agreement • January 7th, 2013 • QGOG Constellation S.A. • Drilling oil & gas wells • New York
This Agreement, dated as of June 15, 2010, is made among CONSTELLATION OVERSEAS LTD., a company incorporated in the British Virgin Islands (the “Company”), CIPEF CONSTELLATION COINVESTMENT FUND, L.P. (“Capital 1”), a limited partnership organized under the laws of Delaware, CIPEF V CONSTELLATION HOLDING, L.P. (“Capital 2”), a limited partnership organized under the laws of Delaware, (each of CAPITAL 1 and CAPITAL 2 is referred to herein individually as an “Investor” and together with Capital 1 and Capital 2, acting in all cases as a single block for purposes of any decisions to be taken by the Investors pursuant to this Agreement, the “Investors”).
AMENDMENT DEED NO. 1 in relation to a PROJECT LOAN AGREEMENT in respect of a loan facility of up to $310,000,000 relating to one semi- submersible drilling rig to OLINDA STAR LTD. provided by the banks and financial institutions named herein arranged...QGOG Constellation S.A. • January 7th, 2013 • Drilling oil & gas wells • England and Wales
AMENDMENT DEED No. 1 in relation to a PROJECT LOAN AGREEMENT in respect of a loan facility of up to $810,167,850 relating to two semi- submersible drilling rigs to EIFFEL RIDGE GROUP C.V. and BANK LOAN AGREEMENT in respect of a loan facility of up to...Project Loan Agreement • January 7th, 2013 • QGOG Constellation S.A. • Drilling oil & gas wells
BANK LOAN AGREEMENT in respect of a Loan Facility of up to US$810,167,850Agreement • January 7th, 2013 • QGOG Constellation S.A. • Drilling oil & gas wells
