VANTAGE DRILLING COMPANY UNDERWRITING AGREEMENTUnderwriting Agreement • August 17th, 2012 • Vantage Drilling CO • Drilling oil & gas wells • New York
The Securities and the F3 Securities are to be issued pursuant to an indenture, to be dated as of August 21, 2012 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture to be dated as of August 21, 2012 (as so amended and supplemented, the “Indenture”) between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The Securities and the F3 Securities are convertible into cash and the Company’s ordinary shares, $0.001 par value per share (the “Ordinary Shares”), in accordance with the terms of the Securities, the F3 Securities and the Indenture. As used herein, “Underlying Securities” means the Ordinary Shares issued upon conversion of the Securities or the F3 Securities. The Securities and the F3 Securities are to be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Sect
