SECOND TERM LOAN AGREEMENT Dated as of March 28, 2013, 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...Intercreditor Agreement • April 3rd, 2013 • Vantage Drilling CO • Drilling oil & gas wells • New York
SECOND TERM LOAN AGREEMENT (this “Agreement”), dated as of March 28, 2013, 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 7.125% SENIOR SECURED FIRST LIEN NOTES DUE 2023 INDENTURE Dated as of March 28, 2013 Wells Fargo Bank, National Association, as Trustee and Noteholder Collateral AgentIntercreditor Agreement • April 3rd, 2013 • Vantage Drilling CO • Drilling oil & gas wells • New York
INDENTURE, dated as of March 28, 2013 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”).
OFFSHORE GROUP INVESTMENT LIMITED AND EACH OF THE GUARANTORS PARTY HERETO EIGHTH SUPPLEMENTAL INDENTURE Dated as of March 28, 2013 Wells Fargo Bank, National Association, as Trustee and Noteholder Collateral AgentEighth Supplemental Indenture • April 3rd, 2013 • Vantage Drilling CO • Drilling oil & gas wells • New York
THIS EIGHTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 28, 2013, 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 to the Indenture (as defined below) (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”).
SATISFACTION AND DISCHARGE OF INDENTURESatisfaction and Discharge of Indenture • April 3rd, 2013 • Vantage Drilling CO • Drilling oil & gas wells • New York
This Satisfaction and Discharge of Indenture (this “Satisfaction of Indenture”), dated as of March 28, 2013, is entered into by and between Offshore Group Investment Limited, a Cayman Islands exempted company (the “Company”), and Wells Fargo Bank, National Association (the “Trustee”).
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 28, 2013 among OFFSHORE GROUP INVESTMENT LIMITED, and VANTAGE DRILLING COMPANY, as Borrowers, VANTAGE DRILLING COMPANY AND CERTAIN SUBSIDIARIES THEREOF PARTY HERETO, as Guarantors, THE LENDERS...Credit Agreement • April 3rd, 2013 • Vantage Drilling CO • Drilling oil & gas wells • New York
This Amended and Restated Credit Agreement (as amended or modified and in effect from time to time, this “Agreement”) dated as of March 28, 2013 is among Offshore Group Investment Limited, a Cayman Islands exempted company (“Subsidiary Borrower”), Vantage Drilling Company, a Cayman Islands exempted company (“Parent” and together with the Subsidiary Borrower, the “Borrowers”), the Guarantors (as defined below), each Lender from time to time party hereto, Royal Bank of Canada (“Royal Bank”), as Administrative Agent for the Lenders and RBC CAPITAL MARKETS(2), as Sole Lead Arranger and Sole Bookrunner.
OFFSHORE GROUP INVESTMENT LIMITED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 3rd, 2013 • 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 March 21, 2013, by and among the Company, the Guarantors named therein and the Initial Purchasers (the “Purchase Agreement”), $775,000,000 aggregate principal amount of 7.125% Senior Secured First Lien Notes due 2023 (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:
