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:
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
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.
OFFSHORE GROUP INVESTMENT LIMITED AND EACH OF THE GUARANTORS PARTY HERETO SIXTH SUPPLEMENTAL INDENTURE Dated as of October 25, 2012 Wells Fargo Bank, National Association, as Trustee and Noteholder Collateral AgentSixth Supplemental Indenture • October 29th, 2012 • Vantage Drilling CO • Drilling oil & gas wells • New York
THIS SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 25, 2012, 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, Tungsten Explorer Company, a Cayman Islands exempted company (“Tungsten Explorer”), Vantage Delaware Holdings, LLC, a Delaware limited liability company (“Vantage Delaware” and together with Tungsten Explorer, the “Additional Guarantors”), the other existing guarantors to the Indenture (as defined below) (the “Existing Guarantors” and, together with Parent, the “Guarantors”) 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”).
TERM LOAN AGREEMENT Dated as of October 25, 2012, among OFFSHORE GROUP INVESTMENT LIMITED and VANTAGE DELAWARE HOLDINGS, LLC, as Borrowers, VANTAGE DRILLING COMPANY AND CERTAIN SUBSIDIARIES THEREOF PARTY HERETO, as Guarantors THE LENDERS PARTY HERETO...Term Loan Agreement • October 29th, 2012 • Vantage Drilling CO • Drilling oil & gas wells • New York
TERM LOAN AGREEMENT (this “Agreement”), dated as of October 25, 2012, among VANTAGE DRILLING COMPANY, a Cayman Islands exempted company (the “Parent”), OFFSHORE GROUP INVESTMENT LIMITED, a Cayman Islands exempted company (the “Company”), VANTAGE DELAWARE HOLDINGS, LLC, a Delaware limited liability company (“US Borrower” and, together with the Company, the “Borrowers”), the Guarantors (as hereinafter defined), the Lenders (as hereinafter defined) from time to time party hereto and CITIBANK, N.A., as administrative agent for the Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent for the Lenders.
OFFSHORE GROUP INVESTMENT LIMITED AND EACH OF THE GUARANTORS PARTY HERETO 7.5% SENIOR SECURED FIRST LIEN NOTES DUE 2019 INDENTURE Dated as of October 25, 2012 Wells Fargo Bank, National Association, as Trustee and Noteholder Collateral AgentIndenture • October 29th, 2012 • Vantage Drilling CO • Drilling oil & gas wells • New York
INDENTURE, dated as of October 25, 2012 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”).
