OFFSHORE GROUP INVESTMENT LIMITED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 2nd, 2011 • 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 May 20, 2011, by and among the Company, the Guarantors named therein and the Initial Purchasers (the “Purchase Agreement”), $225,000,000 aggregate principal amount of 11 1/2% Senior Secured First Lien Notes due 2015 issued by the Company (each, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company, 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:
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
OFFSHORE GROUP INVESTMENT LIMITED AND EACH OF THE GUARANTORS PARTY HERETO FIRST SUPPLEMENTAL INDENTURE Dated as of May 20, 2011 Wells Fargo Bank, National Association, as Trustee and Noteholder Collateral AgentFirst Supplemental Indenture • June 2nd, 2011 • Vantage Drilling CO • Drilling oil & gas wells • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 20, 2011, is by and among Offshore Group Investment Limited, a Cayman Islands exempted company (the “Company”), Vantage Drilling Company, a Cayman Islands exempted company (“Parent”), as a Guarantor, the other Guarantors (as defined in the Indenture referred to 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”).
