REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 17th, 2016 • Vantage Drilling International • Drilling oil & gas wells • New York
This Registration Rights Agreement is made and entered into as of February 10, 2016, by and among Offshore Group Investment Limited, an exempted company incorporated with limited liability in the Cayman Islands, and each of the Holders party hereto. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Section 1 hereto.
THIRD AMENDED AND RESTATED EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment and Non-Competition Agreement • February 17th, 2016 • Vantage Drilling International • Drilling oil & gas wells • Texas
THIS THIRD AMENDED AND RESTATED EMPLOYMENT AND NON-COMPETITION AGREEMENT (“Agreement”) is entered into as of the 10th day of February, 2016 (the “Effective Date”), between Offshore Group Investment Limited (“Company”), and Paul A. Bragg (“Employee” or “Executive”).
OFFSHORE GROUP INVESTMENT LIMITED AND EACH OF THE GUARANTORS PARTY HERETO 10% SENIOR SECURED SECOND LIEN NOTES DUE 2020 INDENTURE Dated as of February 10, 2016 U.S. BANK NATIONAL ASSOCIATION, as Trustee and Noteholder Collateral AgentIndenture • February 17th, 2016 • Vantage Drilling International • Drilling oil & gas wells • New York
INDENTURE, dated as of February 10, 2016 among Offshore Group Investment Limited, a Cayman Islands exempted company (the “Company”), the Guarantors (as defined herein) and U.S. Bank National Association, not in its individual capacity but solely as trustee (together with its successors and assigns, in such capacity, the “Trustee”) and not in its individual capacity but solely as collateral agent (together with its successors and assigns, in such capacity, the “Noteholder Collateral Agent”).
VANTAGE DRILLING INTERNATIONAL, INDENTURE Dated as of March 1, 2023 as Trustee and First Lien Collateral AgentVantage Drilling International • March 7th, 2023 • Drilling oil & gas wells • New York
EMPLOYMENT AGREEMENTEmployment Agreement • April 28th, 2023 • Vantage Drilling International • Drilling oil & gas wells • Texas
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into between Vantage Drilling International (the “Company”) and Derek Massie (“Executive”) as of January 1, 2018 (the “Effective Date”).
RESTRICTED STOCK UNIT AWARD AGREEMENT (TIME-BASED) Offshore Group Investment LimitedRestricted Stock Unit Award Agreement • February 17th, 2016 • Vantage Drilling International • Drilling oil & gas wells • Texas
This Award Agreement (this “Agreement”) is made as of the [●] day of [●] (the “Grant Date”) between Offshore Group Investment Limited (the “Company”), and [●] (“Participant”), and is made pursuant to the terms of the Offshore Group Investment Limited 2016 Management Incentive Plan (the “Plan”). Any capitalized term used herein but not defined shall have the meaning set forth in the Plan.
PETROBRAS LITIGATION AWARD AGREEMENT Vantage Drilling International Amended and Restated 2016 Management Incentive PlanLitigation Award Agreement • April 29th, 2020 • Vantage Drilling International • Drilling oil & gas wells • Delaware
This Award Agreement (this “Agreement”) is made as of the 17th day of July, 2019 (the “Grant Date”) between Vantage Drilling International (the “Company”), and [______] (“Participant”), and is made pursuant to the terms of the Vantage Drilling International Amended and Restated 2016 Management Incentive Plan (the “Plan”). Any capitalized term used herein but not defined shall have the meaning set forth in the Plan.
SECOND AMENDED AND RESTATED EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment and Non-Competition Agreement • August 12th, 2021 • Vantage Drilling International • Drilling oil & gas wells • Texas
THIS SECOND AMENDED AND RESTATED EMPLOYMENT AND NON-COMPETITION AGREEMENT (“Agreement”) is entered into as of the 10 day of February, 2016 (the “Effective Date”), between Offshore Group Investment Limited (“Company”), and Linda J. Ibrahim (“Employee” or “Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 1st, 2017 • Vantage Drilling International • Drilling oil & gas wells • New York
This Registration Rights Agreement is made and entered into as of April 26, 2017, by and between Vantage Drilling International (f.k.a. Offshore Group Investment Limited), an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), Vantage Drilling Company (in Official Liquidation) acting by and through its Liquidators, an exempted company incorporated with limited liability in the Cayman Islands (the “Holder”) and Alexander Lawson and Kris Beighton solely in their capacity as Joint Official Liquidators of the Holder, both of KPMG, PO Box 493, Century Yard, Cricket Square, Grand Cayman KY1-1106, Cayman Islands (the “Liquidators”) Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Section 1 hereto.
Vantage Drilling International and the Guarantors named hereinFirst Supplemental Indenture • March 10th, 2020 • Vantage Drilling International • Drilling oil & gas wells • New York
This FIRST SUPPLEMENTAL INDENTURE, dated as of January 24, 2019, (this “Supplemental Indenture”) is among Vantage Drilling International, (the “Company”), Rig Finance Ltd., an exempted company limited by shares incorporated under the laws of Bermuda (the “Guaranteeing Subsidiary”), which is a subsidiary of the Company, each of the existing Guarantors (as defined in the Indenture referred to below) and U.S. Bank National Association, as trustee and first lien collateral agent (in such capacities, collectively, the “Trustee”).
FORM OF AMENDMENT (MASSIE EMPLOYENT AGREEMENT)Massie Employent Agreement • May 12th, 2023 • Vantage Drilling International • Drilling oil & gas wells
THIS FOURTH AMENDMENT (this “Fourth Amendment”) is made and entered into effective as of March 1, 2023 (the “Amendment Date”) by and between Vantage Drilling International (the “Company”) and Derek Massie (“Executive”).
Dated 20 November 2021 VANTAGE HOLDINGS INTERNATIONAL ADES ARABIA HOLDING SHARE PURCHASE AGREEMENTrelating to the entire issued share capital of Emerald Driller Company Wikborg Rein LLP 30 Cannon Street London EC4M 6XHVantage Drilling International • March 30th, 2022 • Drilling oil & gas wells • England
VANTAGE HOLDINGS INTERNATIONAL, incorporated and registered in the Cayman Islands as an exempted company with company number MC-250253 whose registered office is at Maples Corporate Services Limited PO Box 309 Ugland House, South Church Street, George Town, Grand Cayman KY1-1104 Cayman Islands (the "Seller"); and
EMERALD DRILLER COMPANYEntire Agreement • August 12th, 2022 • Vantage Drilling International • Drilling oil & gas wells • England and Wales
AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENTThe Registration Rights Agreement • May 13th, 2016 • Vantage Drilling International • Drilling oil & gas wells
THIS AMENDMENT NO. 1 (this “Amendment”) to that certain Registration Rights Agreement dated February 10, 2016 (the “Registration Rights Agreement”) by and among Offshore Group Investment Limited, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), and each of the Holders party thereto, is made as of May 9, 2016 by and among the Company and the Holders listed on the signature pages hereto. All capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Registration Rights Agreement.
PETROBRAS LITIGATION AWARD AGREEMENT1 Offshore Group Investment Limited2016 Management Incentive Plan • February 17th, 2016 • Vantage Drilling International • Drilling oil & gas wells • Texas
This Award Agreement (this “Agreement”) is made as of the [●] day of [●] (the “Grant Date”) between Offshore Group Investment Limited (the “Company”), and [●] (“Participant”), and is made pursuant to the terms of the Offshore Group Investment Limited 2016 Management Incentive Plan (the “Plan”). Any capitalized term used herein but not defined shall have the meaning set forth in the Plan.
I’m writing to confirm the agreement we have reached on behalf of (a) Vantage Deepwater Company (“VDEEP”) and Vantage Deepwater Drilling, Inc. (“VDDI”) (collectively, “Vantage”) on the one hand, and (b) Petrobras America Inc. (“PAI”), Petrobras...Vantage Drilling International • June 24th, 2019 • Drilling oil & gas wells
This agreement is with respect to (1) the award issued on June 29, 2018, in the arbitration between the Parties administered by the International Centre for Dispute Resolution as Case No. 01-15-0004-8503 (the “Award”); (2) the final judgment (the “US Judgment”) entered on May 22, 2019, in the United States District Court in the Southern District of Texas in Civil Action No. 4:18-CV-2246 (the “US Enforcement Action”); (3) certain liens obtained by Vantage against Petrobras in Louisiana pertaining to invoices issued for the payment of work with respect to the Chinook campaign (the “Louisiana Liens”); (4) certain pre-judgment attachments levied by Vantage on August 27, 2018, over certain Petrobras assets in the Netherlands (the “Dutch Attachments”) with respect to a proceeding that Vantage initiated in the Amsterdam District Court in the Netherlands; (5) the action for recognition and enforcement of the Award in the Netherlands initiated by Vantage on November 15, 2018, in The Hague Court
FORM OF THIRD AMENDMENTVantage Drilling International • August 12th, 2022 • Drilling oil & gas wells
THIS THIRD AMENDMENT (this “Third Amendment”) is made and entered into effective as of June 1, 2022 (the “Amendment Date”) by and between Vantage Drilling International (the “Company”) and [Executive] (“Executive”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of February 10, 2016 among OFFSHORE GROUP INVESTMENT LIMITED, as Borrower, CERTAIN SUBSIDIARIES THEREOF PARTY HERETO, as Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, and...Credit Agreement • February 17th, 2016 • Vantage Drilling International • Drilling oil & gas wells • New York
This Second Amended and Restated Credit Agreement (this “Agreement”) dated as of February 10, 2016, is among Offshore Group Investment Limited, a Cayman Islands exempted company (“Borrower”), the Guarantors (as defined below), each Lender from time to time party hereto, and Royal Bank of Canada (“Royal Bank”), as Administrative Agent and Collateral Agent for the Lenders.
SHAREHOLDERS AGREEMENT BY AND AMONG OFFSHORE GROUP INVESTMENT LIMITED AND THE SHAREHOLDERS (AS DEFINED HEREIN) DATED AS OF FEBRUARY 10, 2016Shareholders Agreement • February 17th, 2016 • Vantage Drilling International • Drilling oil & gas wells • New York
This Shareholders Agreement (this “Agreement”) is made and entered into as of February 10, 2016 (the “Effective Date”) by and among Offshore Group Investment Limited, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), and the Shareholders (as defined herein). Capitalized terms used, but not otherwise defined, herein have the meanings set forth in Exhibit A attached hereto and made a part hereof by reference.
FORM OF AMENDMENT AND WAIVERAmendment and Waiver • April 29th, 2020 • Vantage Drilling International • Drilling oil & gas wells
THIS AMENDMENT AND WAIVER (this “Amendment”) is made and entered into effective as of March __, 2020 (the “Amendment Date”) by and between Vantage Drilling International (the “Company”) and ______________ (“Executive”).
AMENDMENT TO THE SHAREHOLDERS AGREEMENTThe Shareholders Agreement • March 8th, 2019 • Vantage Drilling International • Drilling oil & gas wells
This AMENDMENT, (this “Amendment”), is made and entered into as of March 4, 2019 by Vantage Drilling International, an exempted company incorporated with limited liability in the Cayman Islands (“the Company”), to the Shareholders Agreement, dated as of February 10, 2016, by and between the Company and the Shareholders (as amended, modified or supplemented from time to time, the “Agreement”). Capitalized terms used herein but not otherwise defined herein will have the meanings set forth in the Agreement.
FORM OF AMENDMENT (TOMA EMPLOYENT AGREEMENTToma Employent Agreement • May 12th, 2023 • Vantage Drilling International • Drilling oil & gas wells
THIS FOURTH AMENDMENT (this “Fourth Amendment”) is made and entered into effective as of March 1, 2023 (the “Amendment Date”) by and between Vantage Drilling International (the “Company”) and Ihab Toma (“Executive”).
Vantage Drilling International and the Guarantors named hereinSecond Supplemental Indenture • March 10th, 2020 • Vantage Drilling International • Drilling oil & gas wells • New York
This SECOND SUPPLEMENTAL INDENTURE, dated as of February 13, 2019, (this “Supplemental Indenture”) is among Vantage Drilling International, (the “Company”), ADVantage Drilling Services S.A.E., an Egyptian joint stock company (the “Guaranteeing Subsidiary”), which is a subsidiary of the Company, each of the existing Guarantors (as defined in the Indenture referred to below) and U.S. Bank National Association, as trustee and as first lien collateral agent (in such capacities, collectively, the “Trustee”).
PETROBRAS LITIGATION AWARD AGREEMENT (DIRECTOR) Vantage Drilling International Amended and Restated 2016 Management Incentive PlanLitigation Award Agreement • April 29th, 2020 • Vantage Drilling International • Drilling oil & gas wells • Delaware
This Award Agreement (this “Agreement”) is made as of the [__] day of [_______], 20[__] (the “Grant Date”) between Vantage Drilling International (the “Company”), and [_____________] (“Participant”), and is made pursuant to the terms of the Vantage Drilling International Amended and Restated 2016 Management Incentive Plan (the “Plan”). Any capitalized term used herein but not defined shall have the meaning set forth in the Plan. [This Agreement amends and restates the Petrobras Litigation Award Agreement governing the initial Petrobras Litigation Award that was originally granted to Participant by the Company on July 17, 2019 (the “Prior Agreement”). As of the Grant Date, (a) the Prior Agreement is terminated, and (b) this Agreement is the only agreement governing any Petrobras Litigation Award granted to Participant by the Company.]1
