8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 28, 2013

Vantage Drilling Company

(Exact name of registrant as specified in its charter)

Cayman Islands

(State or other jurisdiction

of incorporation)

001-34094	N/A
(Commission File Number)	(IRS Employer Identification No.)

777 Post Oak Boulevard, Suite 800 Houston, Texas	77056
(Address of principal executive offices)	(Zip Code)

(281) 404-4700

(Registrant’s telephone number, including area code)

(Not Applicable)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following (See General Instruction A.2 below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

2023 Notes Indenture and Registration Rights Agreement

On March 28, 2013, Offshore Group Investment Limited (“OGIL”), a wholly-owned subsidiary of Vantage Drilling Company (“Vantage” or the “Company”), issued $775 million aggregate principal amount of 7.125% Senior Secured First Lien Notes due 2023 (the “2023 Notes”) under an indenture dated as of March 28, 2013 (the “2023 Notes Indenture”), among OGIL, Vantage as a guarantor, the other guarantors named therein, and Wells Fargo Bank, National Association, as trustee and collateral agent. Vantage used or will use the net proceeds from this offering, together with proceeds from the Term Loan (defined below), (i) to pay the total consideration relating to the Tender Offer (defined below), (ii) for general corporate purposes, and (iii) to pay fees and expenses relating to the issuance of the 2023 Notes, the Term Loan and the Tender Offer and related consent solicitation.

The 2023 Notes mature on April 1, 2023 and bear interest at an annual rate of 7.125%. Interest on outstanding 2023 Notes is payable semi-annually, in arrears, on April 1 and October 1 of each year, commencing on October 1, 2013. The 2023 Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by Vantage and each of OGIL’s existing and future subsidiaries and by certain of Vantage’s other subsidiaries.

The 2023 Notes and the related guarantees will be secured by a first priority security interest in the Emerald Driller, the Sapphire Driller, the Topaz Driller, the Aquamarine Driller, the Platinum Explorer, the Titanium Explorer, and upon its delivery, the Tungsten Explorer. The 2023 Notes and the related guarantees will also be secured by certain other assets of OGIL and the guarantors (other than Vantage) and by a pledge of the stock of OGIL and the guarantors (other than Vantage), in each case, subject to certain exceptions and permitted liens. The 2023 Notes: (i) are OGIL’s senior secured obligations, (ii) rank equal in right of payment with OGIL’s existing and future senior indebtedness, subject to certain exceptions and (iii) rank senior in right of payment to all of OGIL’s existing and future subordinated indebtedness. The guarantees of each guarantor will (a) be senior secured obligations of that guarantor, (b) rank equal in right of payment with all of that guarantor’s existing and future senior indebtedness, subject to certain exceptions and (c) rank senior in right of payment to all of that guarantor’s existing and future subordinated indebtedness.

On or after April 1, 2018, OGIL may redeem the 2023 Notes, in whole or in part, at one time or from time to time, upon not less than 30 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and any additional interest, if any, on the 2023 Notes redeemed, to the applicable redemption date, if redeemed during the periods indicated below, subject to the rights of holders of the 2023 Notes on the relevant record date to receive interest on the relevant interest payment date:

For the Period Below	Percentage
On or after April 1, 2018		103.5625	%
On or after April 1, 2019		102.3750	%
On or after April 1, 2020		101.1875	%
On or after April 1, 2021 and thereafter		100.0000	%

Unless OGIL defaults in the payment of the redemption price, interest will cease to accrue on the 2023 Notes or portions thereof called for redemption on the applicable redemption date. In addition, OGIL may, at its option, redeem some or all of the 2023 Notes at any time or from time to time prior to April 1, 2018 by paying a “make-whole” premium.

At any time prior to April 1, 2016, OGIL may, at its option, redeem up to 35% of the aggregate principal amount of the 2023 Notes, at one time or from time to time, at a redemption price equal to 107.125% of the principal amount, plus accrued and unpaid interest and additional interest, if any, to the applicable redemption date, with the net cash proceeds of certain equity offerings; provided that (i) at least 65% of the aggregate principal amount of 2023 Notes originally issued under the 2023 Notes Indenture remain outstanding immediately after the occurrence of such redemption and (ii) the redemption occurs within 60 days of the date of the closing of such equity offering.

Under certain circumstances and subject to certain conditions, OGIL also has the option to redeem the 2023 Notes, in whole but not in part, at any time, at a redemption price of 100% of the aggregate principal amount of the 2023 Notes, plus any accrued and unpaid interest, if any, to the date of redemption, if OGIL or any guarantor has become or would become obligated to pay certain amounts as a result of the imposition of withholding taxes on the 2023 Notes as a result of a change in the laws of any jurisdiction in which OGIL or any guarantor is organized or otherwise considered by a taxing authority to be a resident for tax purposes or from or through which OGIL or any guarantor makes a payment on the 2023 Notes or any guarantee.

Upon certain events of loss with respect to a vessel, OGIL will be required to redeem, on a pro rata basis, the 2023 Notes and certain other pari passu obligations with proceeds received in respect of such loss at a redemption price for the 2023 Notes equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the date of redemption.

If Vantage or OGIL experiences a change of control (as defined in the 2023 Notes Indenture), each holder of 2023 Notes will have the right to require OGIL to repurchase all or any part of the 2023 Notes held by any such holder at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase. If OGIL or any restricted subsidiary engages in certain asset sales, within 360 days of such sale, OGIL generally must use the net cash proceeds from such sales to repay debt, to acquire another company in its industry, to make capital expenditures or to invest in its business, or OGIL must make an offer to purchase a principal amount of the 2023 Notes equal to the excess net cash proceeds. The purchase price of each 2023 Note so purchased will be 100% of its principal amount, plus accrued and unpaid interest to the repurchase date.

The 2023 Notes Indenture, among other things, limits the ability of OGIL and any restricted subsidiaries’ ability and, in certain cases, the ability of Vantage, to (i) pay dividends, redeem subordinated indebtedness or make other restricted payments, (ii) incur or guarantee additional indebtedness or issue preferred stock, (iii) create or incur liens, (iv) incur dividend or other payment restrictions affecting restricted subsidiaries, (v) consummate a merger, consolidation or

sale of all or substantially all of their assets, (vi) enter into transactions with affiliates, (vii) transfer or sell assets, (viii) engage in business other than their current business and reasonably related extensions thereof, (ix) issue capital stock of certain subsidiaries or (x) take or omit to take any actions that would adversely affect or impair in any material respect the collateral securing the 2023 Notes and the related guarantees. These covenants are subject to a number of important exceptions and qualifications set forth in the 2023 Notes Indenture.

In connection with the execution of the 2023 Notes Indenture, OGIL also entered into a Registration Rights Agreement dated as of March 28, 2013 (the “Registration Rights Agreement”) with Vantage as a guarantor, the other guarantors named therein and Citigroup Global Markets Inc. and Jefferies LLC, as representatives of the several initial purchasers of the 2023 Notes.

Under the Registration Rights Agreement, OGIL and the guarantors agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) offering to exchange a new series of freely tradable notes having substantially identical terms as the 2023 Notes (“exchange notes”) for the 2023 Notes. OGIL and the guarantors have agreed to (i) file this registration statement for the exchange notes with the SEC within 60 days after the issuance of the 2023 Notes, (ii) use their commercially reasonable efforts to cause this registration statement to be declared effective within 150 days after the issue date of the 2023 Notes and (iii) use their commercially reasonable efforts to close the exchange offer 30 business days after this registration statement is declared effective. In certain circumstances, OGIL may be required to file a shelf registration statement to cover resales of the 2023 Notes. The use of the shelf registration statement will be subject to certain customary suspension periods. If OGIL and the guarantors do not meet these deadlines, OGIL will be required to pay additional interest to holders of 2023 Notes under certain circumstances.

Eighth Supplemental Indenture

On March 28, 2013, OGIL entered into an Eighth Supplemental Indenture by and among OGIL, Vantage as a guarantor, the other guarantors named therein and Wells Fargo Bank, National Association, as trustee (the “Eighth Supplemental Indenture”), which modified OGIL’s existing indenture dated as of July 30, 2010, as amended (the “2015 Notes Indenture”), relating to the 11 ¹/₂% Senior Secured First Lien Notes due 2015 (the “2015 Notes”), by eliminating substantially all restrictive covenants, certain events of default and other provisions in the 2015 Notes Indenture (other than, among others, the obligation to pay any interest and premium, if any, on and principal of, the 2015 Notes when due or to offer to repurchase the 2015 Notes upon a change of control). The Eighth Supplemental Indenture was entered into following receipt of the consent from the requisite holders of 2015 Notes to facilitate the refinancing of the 2015 Notes tendered pursuant to the OGIL’s previously announced tender offer of March 21, 2013 (the “Tender Offer”) for the 2015 Notes, OGIL’s offering of the 2023 Notes and OGIL’s entry into the Term Loan and the Amended and Restated Credit Agreement (as defined below).

Term Loan

On March 28, 2013, OGIL and its wholly-owned subsidiary Vantage Delaware Holdings, LLC, as borrowers, and the Company and certain of its subsidiaries as guarantors, entered into a $350 million Second Term Loan Agreement (the “Term Loan”) with Citibank N.A. (“Citibank”), as administrative agent, and Wells Fargo Bank, National Association, as collateral agent. The Term Loan was issued at 98.50% of the face value and will bear interest at adjusted LIBOR plus a margin of 4.50% per annum, with a LIBOR floor of 1.25% per annum or the alternative base rate (based on the highest of Citibank’s prime rate, the federal funds rate minus 0.50% and one-month adjusted LIBOR plus 1.00%) plus a margin of 3.50% per annum. The Term Loan will amortize in equal quarterly installments in aggregate annual amounts equal to 1.00% of the original principal amount of the Term Loan, with the balance payable on the sixth anniversary of the closing date. The Term Loan includes various covenants and events of default, including covenants that, among other things, restrict the granting of liens on certain assets, restrict the incurrence of indebtedness and the conveyance of and modification to vessels, limit dividends and certain restricted payments, and require that the Company provide periodic financial reports. The Term Loan is secured by the same collateral securing the 2023 Notes.

Amended and Restated Credit Agreement

On March 28, 2013, OGIL, Vantage as a guarantor and the other guarantors named therein, entered into an amended and restated credit agreement (the “Amended and Restated Credit Agreement”) with Royal Bank of Canada, as administrative agent, and RBC Capital Markets as sole lead arranger and sole bookrunner.

The Amended and Restated Credit Agreement amends that certain Second Amendment to Credit Agreement dated as of October 25, 2012 by, among other things, (a) creating a separate tranche within the facility with respect to the issuance of letters of credit, (b) increasing the aggregate commitments to $200,000,000, (c) extending the maturity date for the facility thereunder, (d) modifying the interest rates for the facility thereunder and (e) making the Company a borrower thereunder.

Item 1.02. – Termination of a Material Definitive Agreement.

Satisfaction and Discharge of 2015 Notes Indenture

On March 28, 2013, Wells Fargo Bank, National Association, as trustee, entered into a Satisfaction and Discharge of Indenture (the “Satisfaction of the 2015 Notes Indenture”). The Satisfaction of the 2015 Notes Indenture, among other things, discharged the 2015 Notes Indenture and the obligations of OGIL, Vantage as a guarantor and the other guarantors thereunder (subject to limited exceptions) and released all of the liens securing the obligations under the 2015 Notes Indenture and related guarantees.

Item 2.03. – Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant.

The information provided under Item 1.01 with respect to the Term Loan, Amended and Restated Credit Agreement and 2023 Notes is incorporated herein by reference.

Item 8.01. – Other Events.

On March 28, 2013, OGIL announced (i) the results of the Tender Offer by OGIL of any and all of the 2015 Notes and the related consent solicitation and (ii) the closing of its offering of the 2023 Notes, the entry into the Term Loan and the settlement of the Tender Offer. Copies of the press releases announcing these events are furnished as Exhibit 99.1 and Exhibit 99.2 to this report.

Item 9.01. - Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Exhibit Description
4.1	Indenture dated as of March 28, 2013 by and among OGIL, Vantage as a guarantor, the other guarantors party thereto and Wells Fargo Bank, National Association, as trustee and collateral agent
4.2	Eighth Supplemental Indenture dated as of March 28, 2013, by and among OGIL, Vantage as a guarantor, the other guarantors party thereto and Wells Fargo Bank, National Association, as trustee and collateral agent
4.3	Satisfaction and Discharge of Indenture dated as of March 28, 2013, made by Wells Fargo Bank, National Association as trustee
10.1	Second Term Loan Agreement dated as of March 28, 2013, by and among OGIL and Vantage Delaware Holdings, LLC, as borrowers, Vantage as a guarantor, the other guarantors party thereto, Citibank N.A., as administrative agent, and Wells Fargo Bank, National Association, as collateral agent
10.2	Amended and Restated Credit Agreement dated as of March 28, 2013, by and among OGIL, Vantage as a guarantor, the other guarantors party thereto, the lenders from time to time party thereto, Royal Bank of Canada, as administrative agent, and RBC Capital Markets as sole lead arranger and sole bookrunner
10.3	Registration Rights Agreement dated as of March 28, 2013 by and among OGIL, Vantage as a guarantor, the other guarantors party thereto, Citigroup Global Markets Inc. and Jefferies LLC, as representatives of the several initial purchasers of the 2023 Notes
99.1	Press Release dated March 28, 2013, regarding the results of the previously announced tender offer and consent solicitation by OGIL.
99.2	Press Release dated March 28, 2013, regarding the closing of the senior secured financing transactions and redemption of 2015 Notes

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VANTAGE DRILLING COMPANY
Date: April 3, 2013	By:	/s/ Douglas G. Smith
		Douglas G. Smith
		Chief Financial Officer

INDEX TO EXHIBITS

Exhibit Number	Exhibit Description
4.1	Indenture dated as of March 28, 2013 by and among OGIL, Vantage as a guarantor, the other guarantors party thereto and Wells Fargo Bank, National Association, as trustee and collateral agent
4.2	Eighth Supplemental Indenture dated as of March 28, 2013, by and among OGIL, Vantage as a guarantor, the other guarantors party thereto and Wells Fargo Bank, National Association, as trustee and collateral agent
4.3	Satisfaction and Discharge of Indenture dated as of March 28, 2013, made by Wells Fargo Bank, National Association as trustee
10.1	Second Term Loan Agreement dated as of March 28, 2013, by and among OGIL and Vantage Delaware Holdings, LLC, as borrowers, Vantage as a guarantor, the other guarantors party thereto, Citibank N.A., as administrative agent, and Wells Fargo Bank, National Association, as collateral agent
10.2	Amended and Restated Credit Agreement dated as of March 28, 2013, by and among OGIL, Vantage as a guarantor, the other guarantors party thereto, the lenders from time to time party thereto, Royal Bank of Canada, as administrative agent, and RBC Capital Markets as sole lead arranger and sole bookrunner
10.3	Registration Rights Agreement dated as of March 28, 2013 by and among OGIL, Vantage as a guarantor, the other guarantors party thereto, Citigroup Global Markets Inc. and Jefferies LLC, as representatives of the several initial purchasers of the 2023 Notes
99.1	Press Release dated March 28, 2013, regarding the results of the previously announced tender offer and consent solicitation by OGIL.
99.2	Press Release dated March 28, 2013, regarding the closing of the senior secured financing transactions and redemption of 2015 Notes

EX-4.1

Exhibit 4.1

EXECUTION VERSION

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 Agent

CROSS-REFERENCE TABLE

TIA Section	Indenture Section
310(a)(1)	7.10
(a)(2)	7.10
(a)(3)	N.A.
(a)(4)	N.A.
(a)(5)	7.10
(b)	7.10
(c)	N.A.
311(a)	7.11
(b)	7.11
(c)	N.A.
312(a)	2.05
(b)	13.03
(c)	13.03
313(a)	7.06
(b)(1)	12.03
(b)(2)	7.06; 7.07
(c)	7.06; 13.02
(d)	7.06
314(a)	4.04; 4.16; 13.02; 13.05
(b)	12.02
(c)(1)	13.04
(c)(2)	13.04
(c)(3)	N.A.
(d)	12.03
(e)	13.05
(f)	N.A.
315(a)	7.01
(b)	7.05; 13.02
(c)	7.01
(d)	7.01
(e)	6.11
316(a) (last sentence)	2.09
(a)(1)(A)	6.05
(a)(1)(B)	6.04
(a)(2)	N.A.
(b)	6.07, 9.02
(c)	2.12
317(a)(1)	6.08
(a)(2)	6.09
(b)	2.04

i

TIA Section	Indenture Section
318(a)	13.01
(b)	N.A.
(c)	13.01

N.A. means Not Applicable.

NOTE: This Cross-Reference Table shall not, for any purpose, be deemed to be part of this Indenture.

ii

TABLE OF CONTENTS

		Page
ARTICLE 1	DEFINITIONS AND INCORPORATION BY REFERENCE		1
Section 1.01	Definitions		1
Section 1.02	Other Definitions		36
Section 1.03	Incorporation by Reference of TIA		37
Section 1.04	Rules of Construction		37
ARTICLE 2	THE NOTES		38
Section 2.01	Form and Dating		38
Section 2.02	Execution and Authentication		39
Section 2.03	Registrar and Paying Agent		39
Section 2.04	Paying Agent to Hold Money in Trust		40
Section 2.05	Holder Lists		40
Section 2.06	Transfer and Exchange		40
Section 2.07	Replacement Notes		49
Section 2.08	Outstanding Notes		49
Section 2.09	Treasury Notes		50
Section 2.10	Temporary Notes		50
Section 2.11	Cancellation		50
Section 2.12	Default Interest; Additional Interest		50
Section 2.13	Persons Deemed Owners		51
Section 2.14	Interest Payment Date; Record Date		51
ARTICLE 3	REDEMPTION AND PURCHASE		51
Section 3.01	Notices to Trustee		51
Section 3.02	Selection of Notes to Be Redeemed or Purchased		51
Section 3.03	Notice of Redemption		52
Section 3.04	Effect of Notice of Redemption		53
Section 3.05	Deposit of Redemption or Purchase Price		53
Section 3.06	Notes Redeemed or Purchased in Part		54
Section 3.07	Optional Redemption		54
Section 3.08	Optional Redemption for Changes in Withholding Taxes		55

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TABLE OF CONTENTS

(continued)

		Page
Section 3.09	Mandatory Redemption Upon Event of Loss of a Vessel		56
Section 3.10	Offer to Purchase by Application of Excess Proceeds		56
ARTICLE 4	COVENANTS		58
Section 4.01	Payment of Notes		58
Section 4.02	Maintenance of Office or Agency		59
Section 4.03	Corporate Existence		59
Section 4.04	Compliance Certificate		60
Section 4.05	Taxes		60
Section 4.06	Stay, Extension and Usury Laws		60
Section 4.07	Restricted Payments		61
Section 4.08	Incurrence of Indebtedness and Issuance of Preferred Stock		64
Section 4.09	Liens		68
Section 4.10	Dividend and Other Payment Restrictions Affecting Subsidiaries		68
Section 4.11	Transactions with Affiliates		70
Section 4.12	Business Activities		71
Section 4.13	Additional Note Guarantees		71
Section 4.14	Designation of Restricted and Unrestricted Subsidiaries		72
Section 4.15	Payments for Consent		74
Section 4.16	Reports		74
Section 4.17	Offer to Repurchase Upon Change of Control		76
Section 4.18	Asset Sales		77
Section 4.19	Impairment of Security Interest		80
Section 4.20	Withholding Taxes		80
Section 4.21	Vessel Transfers and Partial Vessel Sales		83
Section 4.22	Tungsten Explorer Delivery Date		85
Section 4.23	Suspension of Covenants		87
ARTICLE 5	SUCCESSORS		88
Section 5.01	Merger, Consolidation, or Sale of Assets		88
Section 5.02	Successor Corporation Substituted		90

iv

TABLE OF CONTENTS

(continued)

		Page
ARTICLE 6	DEFAULTS AND REMEDIES		90
Section 6.01	Events of Default		90
Section 6.02	Acceleration		93
Section 6.03	Other Remedies		93
Section 6.04	Waiver of Past Defaults		93
Section 6.05	Control by Majority		93
Section 6.06	Limitation on Suits		94
Section 6.07	Rights of Holders to Receive Payment		94
Section 6.08	Collection Suit by Trustee or Noteholder Collateral Agent		94
Section 6.09	Trustee May File Proofs of Claim		95
Section 6.10	Priorities		95
Section 6.11	Undertaking for Costs		96
ARTICLE 7	TRUSTEE		96
Section 7.01	Duties of Trustee		96
Section 7.02	Rights of Trustee		97
Section 7.03	Individual Rights of Trustee		98
Section 7.04	Trustee’s Disclaimer		98
Section 7.05	Notice of Defaults		98
Section 7.06	Reports by Trustee to Holders of the Notes		99
Section 7.07	Compensation and Indemnity		99
Section 7.08	Replacement of Trustee		100
Section 7.09	Successor Trustee by Merger, etc		101
Section 7.10	Eligibility; Disqualification		101
Section 7.11	Preferential Collection of Claims Against Company		101
Section 7.12	Trustee in Other Capacities; Noteholder Collateral Agent and Paying Agent		102
ARTICLE 8	LEGAL DEFEASANCE AND COVENANT DEFEASANCE		102
Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance		102
Section 8.02	Legal Defeasance and Discharge		102

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(continued)

		Page
Section 8.03	Covenant Defeasance		103
Section 8.04	Conditions to Legal or Covenant Defeasance		104
Section 8.05	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions		105
Section 8.06	Repayment to Company		105
Section 8.07	Reinstatement		106
ARTICLE 9	AMENDMENT, SUPPLEMENT AND WAIVER		106
Section 9.01	Without Consent of Holders		106
Section 9.02	With Consent of Holders		108
Section 9.03	Compliance with TIA		109
Section 9.04	Revocation and Effect of Consents		109
Section 9.05	Notation on or Exchange of Notes		109
Section 9.06	Trustee and Noteholder Collateral Agent to Sign Amendments, etc		109
ARTICLE 10	SATISFACTION AND DISCHARGE		110
Section 10.01	Satisfaction and Discharge		110
Section 10.02	Application of Trust Money		111
ARTICLE 11	NOTE GUARANTEES		112
Section 11.01	Note Guarantee		112
Section 11.02	Limitation on Guarantor Liability		113
Section 11.03	Execution and Delivery of Note Guarantee		113
Section 11.04	Guarantors May Consolidate, etc., on Certain Terms		114
Section 11.05	Releases		115
ARTICLE 12	SECURITY		115
Section 12.01	Grant of Security Interests; Intercreditor Agreement		115
Section 12.02	Recording and Opinions		120
Section 12.03	Release of Collateral		121
Section 12.04	Form and Sufficiency of Release		122
Section 12.05	Authorization of Actions to be Taken by the Pari Passu Collateral Agent Under the Collateral Agreements and the Noteholder Collateral Agent Under the Intecreditor Agreement		122

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(continued)

		Page
Section 12.06	Authorization of Receipt of Funds by the Trustee Under the Collateral Agreements		123
Section 12.07	Replacement of Noteholder Collateral Agent		124
Section 12.08	Further Assurances		124
ARTICLE 13	MISCELLANEOUS		125
Section 13.01	TIA Controls		125
Section 13.02	Notices		125
Section 13.03	Communication by Holders with Other Holders		126
Section 13.04	Certificate and Opinion as to Conditions Precedent		126
Section 13.05	Statements Required in Certificate or Opinion		127
Section 13.06	Rules by Trustee and Agents		127
Section 13.07	No Personal Liability of Directors, Officers, Employees and Stockholders		127
Section 13.08	Governing Law		127
Section 13.09	No Adverse Interpretation of Other Agreements		128
Section 13.10	Successors		128
Section 13.11	Severability		128
Section 13.12	Counterpart Originals		128
Section 13.13	Table of Contents, Headings, etc		128

EXHIBITS

Exhibit A	FORM OF NOTE
Exhibit B	FORM OF CERTIFICATE OF TRANSFER
Exhibit C	FORM OF CERTIFICATE OF EXCHANGE
Exhibit D	FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
Exhibit E	FORM OF NOTATION OF NOTE GUARANTEE
Exhibit F	FORM OF SUPPLEMENTAL INDENTURE
Exhibit G-1	FORM OF SHIP MORTGAGE – PANAMA
Exhibit G-2	FORM OF SHIP MORTGAGE AND DEED OF COVENANTS – BAHAMAS
Exhibit G-3	FORM OF SHIP MORTGAGE AMENDMENT – PANAMA
Exhibit G-4	FORM OF SHIP MORTGAGE AND DEED OF COVENANTS AMENDMENT – BAHAMAS
Exhibit H-1	FORM OF ASSIGNMENT OF INSURANCE – OWNER
Exhibit H-2	FORM OF ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS
Exhibit I-1	FORM OF ASSIGNMENT OF EARNINGS – OWNER

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(continued)

		Page
Exhibit I-2	FORM OF ASSIGNMENT OF EARNINGS BY INTERNAL CHARTERERS
Exhibit J	FORM OF OPINION OF BAHAMIAN LEGAL COUNSEL
Exhibit K	FORM OF ASSIGNMENT OF INSURANCE AND EARNINGS SUPPLEMENT

NOTE: This Table of Contents shall not, for any purpose, be deemed to be part of this Indenture.

viii

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”).

The Company, the Guarantors, the Trustee and the Noteholder Collateral Agent agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein) of the 7.125% Senior Secured First Lien Notes due 2023 (the “Notes”):

ARTICLE 1

DEFINITIONS AND INCORPORATION

BY REFERENCE

Section 1.01 Definitions.

“2015 Indenture” means the indenture, dated as of July 30, 2010, of the Company and Parent (as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time), with the Guarantors (as defined therein), and the noteholder collateral agent named therein pursuant to which the 2015 Notes were issued.

“2015 Notes” means the Company’s 11 1/2% Senior Secured First Lien Notes due 2015 issued under the 2015 Indenture.

“2019 Holders” means the Holders (as defined in the 2019 Indenture) of the 2019 Notes.

“2019 Indenture” means the indenture, dated as of October 25, 2012 of the Company and Parent (as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time), with the Guarantors (as defined therein), and the 2019 Noteholder Agent pursuant to which the 2019 Notes were issued.

“2019 Indenture Documents” means the 2019 Indenture and any agreement, instrument or other document evidencing or governing any 2019 Note Obligations.

“2019 Noteholder Agent” means Wells Fargo Bank, National Association, and any and all successors thereto, as trustee and collateral agent (together with its successors and permitted assigns) under the 2019 Indenture.

“2019 Note Obligations” means the “Obligations” (as defined in the 2019 Indenture) of the Grantors under the 2019 Indenture, the 2019 Notes, the Collateral Agreements and any other related document or instrument executed and delivered pursuant to any of the foregoing.

“2019 Notes” means the Company’s 7.5% Senior Secured First Lien Notes due 2019 issued under the 2019 Indenture.

“2019 Notes Secured Parties” means, collectively, the 2019 Holders (including the holders of any additional notes subsequently issued under and in compliance with the terms of the 2019 Indenture) and the 2019 Noteholder Agent.

“2019 Trustee” means Wells Fargo Bank, National Association, as trustee (together with its successors and permitted assigns) under the 2019 Indenture.

“Acquired Debt” means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person (regardless of the form of the applicable transaction by which such Person became a Subsidiary) or expressly assumed in connection with the acquisition of assets from any such Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person or of such Indebtedness being incurred in connection with the acquisition of assets; and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

Acquired Debt will be deemed to be incurred on the date the acquired Person becomes a Subsidiary or the later of the date such Indebtedness is incurred or the date of the related acquisition of assets from such Person.

“Additional Interest” means all additional interest then owing on the Notes pursuant to the Registration Rights Agreement.

“Additional Notes” means Notes (other than the Initial Notes) issued after the Issue Date in accordance with this Indenture in accordance with Section 2.01 (“Form and Dating”), 2.02 (“Execution and Authentication”) and Section 4.08 (“Incurrence of Indebtedness and Issuance of Preferred Stock”) hereof, as part of the same class as the Initial Notes.

“Additional Vessel” means a drilling rig or drillship or other vessel that is used or useful in the Permitted Business; provided that upon the consummation of a Vessel Asset Sale where all of the interests in any such Additional Vessel are sold, leased, conveyed or otherwise disposed of in a transaction that complies with the terms of this Indenture, including Section 4.07 (“Restricted Payments”), Section 4.18 (“Asset Sales”) and Section 5.01 (“Merger, Consolidation, or Sale of Assets”), such Additional Vessel shall not thereafter constitute an Additional Vessel hereunder.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

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“Affiliate Transactions” has the meaning set forth in Section 4.11 (“Transactions with Affiliates”).

“Agents” means, collectively, the Pari Passu Collateral Agent, the 2019 Noteholder Agent, the Credit Agreement Collateral Agent, the Term Loan Collateral Agent, and any Authorized Representative for the Other Pari Passu Secured Parties, including the Noteholder Agent and the Second Term Loan Collateral Agent.

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange.

“Applicable Premium” means, with respect to any Note on any Redemption Date, the greater of:

(1) 1.0% of the principal amount of the Note; and

(2) the excess of:

(A) the present value at such Redemption Date of (i) the redemption price of the Note at April 1, 2018, (such redemption price being set forth in the table appearing in Section 3.07(c) (“Optional Redemption”) hereof) plus (ii) all required interest payments due on the Note through April 1, 2018 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

(B) the principal amount of the Note.

The Company will calculate the Applicable Premium prior to the applicable redemption date and deliver an officers’ certificate setting forth the Applicable Premium and showing the calculation thereof in reasonable detail.

“Asset Sale” means:

(1) the sale, lease, conveyance or other disposition of any assets or rights; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of Parent, the Company and the Restricted Subsidiaries taken as a whole or of the Company and the Restricted Subsidiaries taken as a whole will be governed by Section 4.17 (“Offer to Repurchase Upon Change of Control”) and/or Section 5.01 (“Merger, Consolidation, or Sale of Assets”) hereof, and not by Section 4.18 (“Asset Sales”) hereof;

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(2) the issuance of Equity Interests in any of the Restricted Subsidiaries or the sale of Equity Interests in any of the Company’s Subsidiaries other than statutory or directors qualifying shares; and

(3) an Involuntary Transfer.

Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:

(1) any single transaction or series of related transactions that involves assets having a Fair Market Value or that results in generating Net Proceeds, in either case, of less than $10.0 million;

(2) a transfer of Equity Interests or other assets between or among the Company and any of the Restricted Subsidiaries;

(3) an issuance of Equity Interests by a Restricted Subsidiary to the Company or to another Restricted Subsidiary;

(4) the sale or lease or other disposition of products, services or accounts receivable in the ordinary course of business and any sale or conveyance or other disposition of damaged, worn-out or obsolete assets in the ordinary course of business;

(5) the sale or other disposition of cash or Cash Equivalents;

(6) a Restricted Payment that does not violate Section 4.07 (“Restricted Payments”) hereof or a Permitted Investment;

(7) the pledge, asset sale or other disposition by Parent or any Excluded Parent Subsidiary of the Equity Interests of any Excluded Parent Subsidiary; and

(8) any transfer of property in connection with a sale and leaseback transaction other than a sale and leaseback of a Vessel.

“Authorized Representative” means (i) in the case of any Term Loan Obligations or the Term Loan Secured Parties, the Term Loan Agent, (ii) in the case of the 2019 Note Obligations, the 2019 Trustee, (iii) in the case of any Series of Other Pari Passu Obligations or Other Pari Passu Secured Parties that become subject to the Intercreditor Agreement, including under this Indenture and the Second Term Loan Facility, the Authorized Representative named for such Series, and (v) in the case of the Credit Agreement Obligations, the Credit Agreement Agent.

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire

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by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

“Bill of Sale” means that certain bill of sale from DSME to the Company or a Restricted Subsidiary transferring title of the Tungsten Explorer to the Company or a Restricted Subsidiary free and clear of all Liens.

“Board of Directors” means:

(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

(2) with respect to a partnership, the board of directors of the general partner of the partnership;

(3) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof or the manager or any committee of managers; and

(4) with respect to any other Person, the board or committee of such Person serving a similar function.

“Builder’s Certificate” means the builder’s certificate delivered by DSME in accordance with the terms of the Tungsten Explorer Construction Contract.

“Business Day” means any day other than a Saturday, Sunday, or any day on which banks in New York, New York or the state in which the Corporate Trust Office of the Trustee is located are authorized or required by law to close. If a payment date is not a Business Day at a place of payment, payment may be made at that place on the next succeeding Business Day, and no interest shall accrue on such payment for the intervening period.

“Calculation Date” means the date on which the event occurred for which the calculation of Parent Consolidated Cash Flow or Company Consolidated Cash Flow is made.

“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

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(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“Cash Equivalents” means:

(1) United States dollars;

(2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than six months from the date of acquisition;

(3) certificates of deposit and Eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B” or better;

(4) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5) commercial paper having one of the two highest ratings obtainable from Moody’s or S&P and, in each case, maturing within six months after the date of acquisition;

(6) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition; and

(7) investments in (a) Foreign Deposit Accounts and cash management facilities maintained at one of the three largest banks in which any Restricted Subsidiary or any Other Guarantor maintains its registered or local office and (b) such investments as are comparable to the cash equivalents described in clauses (1) through (6) above that are customary investments for entities in such jurisdictions and that are consistent with the goal of preservation of capital and that are prudent under the circumstances.

“Certificated Note” means a definitive Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 (“Transfer and Exchange”) hereof, substantially in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

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“Change of Control” means the occurrence of any of the following:

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Parent, the Company and the Restricted Subsidiaries taken as a whole (other than assets of Excluded Parent Subsidiaries) or the Company and the Restricted Subsidiaries taken as a whole, in either case, to any “person” (as that term is used in Section 13(d) of the Exchange Act);

(2) any “person” (as that term is used in Section 13(d) of the Exchange Act) acquires, directly or indirectly, in one or a series of transactions Beneficial Ownership of more than 50% of the Voting Stock of Parent (or any other direct or indirect parent of the Company) or the Company and maintains such Beneficial Ownership of more than 50% of the Voting Stock of Parent (or any other direct or indirect parent of the Company) or the Company, measured by voting power rather than number of shares, for more than 15 consecutive Business Days;

(3) the adoption of a plan relating to the liquidation or dissolution of Parent or the Company;

(4) the consummation of any transaction or any series of transactions (including, without limitation, any merger, consolidation or other business combination), the result of which is that any “person” (as that term is used in Section 13(d) of the Exchange Act), becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of Parent (or any other direct or indirect parent of the Company), measured by voting power rather than number of shares;

(5) Parent or the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, Parent or the Company, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of Parent or the Company or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of Parent or the Company outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance);

(6) the first day on which Parent ceases to own at least 90% of the outstanding Equity Interests of the Company; or

(7) the first day on which a majority of the members of the Board of Directors of Parent are not Continuing Directors.

“Clearstream” means Clearstream Banking, S.A.

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“Collateral” means all assets and property, whether now owned, or hereafter acquired, upon which a Lien or Mortgage securing the Obligations under this Indenture, the Notes or the Note Guarantees, is granted or purported to be granted under any Collateral Agreement.

“Collateral Agreements” means, collectively, the Security Agreement, each Mortgage, each assignment, the Intercreditor Agreement, the Intercreditor Joinder Agreements, the Insurance and Earnings Supplement, the Intercreditor Designation Notice and each other instrument, including any security document or pledge agreement, creating Liens in favor of the Pari Passu Collateral Agent as required by the Indenture or the Intercreditor Agreement, in each case, as the same may be in effect from time to time.

“Common Collateral” means, at any time, Collateral in which the Pari Passu Collateral Agent and/or holders of one or more Series of Pari Passu Obligations (or their respective Authorized Representatives) hold a valid and perfected security interest at such time. Notwithstanding the foregoing, neither Credit Agreement Excluded Collateral nor Pari Passu Excluded Collateral will constitute Common Collateral.

“Company Consolidated Cash Flow” means, with respect to any period, the Consolidated Net Income of the Company for such period plus, without duplication:

(1) an amount equal to (a) any extraordinary loss plus (b) any net loss realized by the Company or any of the Restricted Subsidiaries in connection with an Asset Sale, to the extent such losses were deducted in computing such Consolidated Net Income; plus

(2) provision for taxes based on income or profits of the Company and the Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(3) the Consolidated Interest Expense of the Company and the Restricted Subsidiaries to the extent that such Consolidated Interest Expense was deducted in computing such Consolidated Net Income; plus

(4) depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of the Company and the Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; minus

(5) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business, in each case, on a consolidated basis and determined in accordance with GAAP.

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Company Consolidated Cash Flow shall be calculated to give effect to the following:

(1) Pro forma effect shall be given to any acquisition of a company, business, asset or Vessel that has been made by the Company or any of the Restricted Subsidiaries during the four-quarter reference period, or approved and expected to be consummated within 30 days of the Calculation Date, including, in each case, through a merger or consolidation or an acquisition, and including any related financing transactions, in each case during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date, in each case, as if such transaction had occurred on the first day of the applicable four-quarter reference period.

(2) The Company Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, shall be excluded.

(3) The provision for taxes based on the income or profits of, and the depreciation, amortization and other non-cash expenses of, a Restricted Subsidiary will be added to Consolidated Net Income to compute Company Consolidated Cash Flow only to the extent that a corresponding amount would be permitted at the date of determination to be dividended to the Company by such Restricted Subsidiary without prior governmental approval (that has not been obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Restricted Subsidiary or its stockholders.

For the avoidance of doubt, the calculation of the ratio test set forth in Section 4.08(a)(2) (“Incurrence of Indebtedness and Issuance of Preferred Stock”) hereof, shall give effect to any incurrence, assumption or guarantee of any Indebtedness relating to the construction, delivery and/or acquisition of any Vessel in accordance with the foregoing clause (1).

“Consolidated Cash Flow” means Parent Consolidated Cash Flow or Company Consolidated Cash Flow, as applicable, on the applicable Calculation Date.

“Consolidated Interest Coverage Ratio” means, with respect to any Person for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Consolidated Interest Expense of such Person for such period; provided, however, that the Consolidated Interest Coverage Ratio shall be calculated giving pro forma effect to any transaction that may be given pro forma effect in accordance with Article 11 of Regulation S-X under the Securities Act as in effect from time to time; provided, further, however, that (1) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, shall be excluded and (2) the Consolidated Interest Expense attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, shall be excluded, but only to the extent that the obligations giving rise to such Consolidated Interest Expense will not be obligations of the referent Person or any of the Restricted Subsidiaries (in the case of the Company) or the referent Person and its Subsidiaries (in the case of Parent) following the Calculation Date.

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“Consolidated Interest Expense” means, with respect to any Person for any period, the sum, without duplication, of:

(1) the consolidated interest expense of such Person and its Restricted Subsidiaries (in the case of the Company), or such Person and its Subsidiaries (in the case of Parent) for such period, whether paid or accrued (including, without limitation, amortization of original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net payments (if any) pursuant to Hedging Obligations but excluding:

(a) amortization of debt issuance costs; and

(b) any nonrecurring charges relating to any premium or penalty paid, write off of deferred finance costs or original issue discount or other charges in connection with redeeming or otherwise retiring any Indebtedness prior to its Stated Maturity, to the extent that any of such nonrecurring charges constitute interest expense); and

(2) the consolidated interest expense of such Person and any Restricted Subsidiaries (in the case of the Company) or such Person and its Subsidiaries (in the case of Parent) that was capitalized during such period.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries (in the case of the Company) or such Person and its Subsidiaries (in the case of Parent) for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

(1) the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary;

(2) the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders;

(3) the cumulative effect of a change in accounting principles will be excluded; and

(4) non-cash gains and losses due solely to fluctuations in currency values will be excluded.

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“Consolidated Tangible Assets” means, with respect to any Person as of any date, the amount which, in accordance with GAAP, would be set forth under the caption “Total Assets” (or any like caption) on a consolidated balance sheet of such Person and its Restricted Subsidiaries, less all goodwill, patents, tradenames, trademarks, copyrights, franchises, experimental expenses, organization expenses and any other amounts classified as intangible assets in accordance with GAAP.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of Parent who:

(1) was a member of such Board of Directors on the Issue Date; or

(2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election; provided, however, that if a majority of the members of the Board of Directors of Parent are at any time nominated for election by any single “person” or any group of persons having any agreement, arrangement or understanding with respect to nomination of directors (as the term “person” is used in Section 13(d) of the Exchange Act) and elected to the Board of Directors of Parent, each member so nominated and elected shall not be a Continuing Director, regardless of whether such member is currently serving, or has previously served, as a member of the Board of Directors of Parent.

“Contract Unwind Trigger” means the termination of the underlying Drilling Contract and the collection of all revenue and accounts receivable owing under such Drilling Contract to the applicable Subsidiary.

“Contract Winning Trigger” means the entering into a Drilling Contract by any direct or indirect Subsidiary of Parent or the Company that is not already a Guarantor, under which the drilling services are to be performed by a Vessel, or any Additional Vessel of the Company or any Restricted Subsidiary.

“Corporate Trust Office of the Trustee” will be at the address of the Trustee specified in Section 13.02 (“Notices”) hereof or such other address as to which the Trustee may give notice to the Company.

“Credit Agreement” means that certain Amended and Restated Credit Agreement dated as of March 28, 2013, as amended, restated, modified, renewed, refunded, replaced or Refinanced, among Parent, the Company, the guarantors from time to time party thereto, the lenders from time to time party thereto, the Credit Agreement Collateral Agent and the Credit Agreement Agent.

“Credit Agreement Agent” means Royal Bank of Canada, together with its successors and permitted assigns in such capacity.

“Credit Agreement Collateral Agent” means the collateral agent under the Credit Agreement, which shall initially be Wells Fargo Bank, National Association.

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“Credit Agreement Collateral Agreements” means the Collateral Agreements and any agreement, document or instrument pursuant to which a Lien is granted by any Grantor to secure any Credit Agreement Obligations or under which rights or remedies with respect to any such Lien are governed, as the same may be amended, restated, modified, renewed, refunded, replaced or Refinanced from time to time as permitted by the Pari Passu Documents.

“Credit Agreement Documents” means the Credit Agreement, the Credit Agreement Collateral Agreements, and any other agreement, instrument or other document evidencing or governing any Credit Agreement Obligations.

“Credit Agreement Excluded Collateral” means the insurance proceeds received in respect of the total loss of a Vessel.

“Credit Agreement Obligations” means Indebtedness incurred pursuant to the Credit Agreement and which is permitted pursuant to the Term Loan Agreement, the Second Term Loan Agreement, the 2019 Indenture, and Section 4.08(b)(1) of this Indenture to be secured by a first Lien that is pari passu to the Common Collateral, in an aggregate principal amount for all such Indebtedness not to exceed $200.0 million plus interest (including interest which but for the filing of a petition in bankruptcy with respect to the Company, the Parent or any other Guarantor (in each case, including in its capacity as a co-borrower thereunder), would have accrued on such obligations, whether or not a claim for such interest or fees is allowed in such proceeding), fees, costs and expenses including legal fees and expenses to the extent authorized under the Credit Agreement Documents.

“Credit Agreement Secured Parties” means, collectively, the lenders from time to time party to the Credit Agreement, the Credit Agreement Collateral Agent and the Credit Agreement Agent.

“Credit Facility” means a credit agreement (including the Credit Agreement), term loan (other than the Term Loan and the Second Term Loan), promissory note or notes with, or other evidence of Indebtedness to, banks or other institutional lenders, investors or credit providers, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

“Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

“Deepwater Vessel” means each of (i) the Bahamian flag vessels the Platinum Explorer, the Titanium Explorer and, upon delivery to the applicable Guarantor, the Tungsten Explorer, and (ii) any other deepwater vessel hereafter acquired by the Company or any Restricted Subsidiary. For the avoidance of doubt, as of the Issue Date, the Panamanian flag vessels the Emerald Driller, the Sapphire Driller, the Topaz Driller and the Aquamarine Driller are not Deepwater Vessels.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

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“Designated Non-cash Consideration” means the Fair Market Value of non-cash consideration received by Parent, the Company or a Restricted Subsidiary in connection with an Asset Sale, less the amount of cash or Cash Equivalents received in connection with a subsequent sale or other disposition of such Designated Non-cash Consideration. For the avoidance of doubt, the assets in clauses (A), (B) and (C) of Section 4.18(a) (“Asset Sales”) shall not constitute Designated Non-cash Consideration.

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 (“Registrar and Paying Agent”) hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, the following will not constitute Disqualified Stock: (1) any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require Parent or the Company to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale if the terms of such Capital Stock provide that Parent or the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.07 (“Restricted Payments”) hereof; and (2) Capital Stock that is convertible or exchangeable into other Capital Stock. The amount of Disqualified Stock deemed to be outstanding at any time for purposes of this Indenture will be the maximum amount that Parent or the Company and the Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.

“Drilling Contract” means any drilling contract in respect of any Vessel or other contract for use of any Vessel (except Internal Charters and Permitted Third Party Charters).

“DSME” means Daewoo Shipbuilding & Marine Engineering Co., Ltd., a corporation organized and existing under the laws of the Republic of South Korea.

“Earnings Assignment” means collectively the first priority assignments of earnings in favor of the Pari Passu Collateral Agent given by the Company, each applicable Guarantor, and each applicable Internal Charterer respecting all earnings derived from the Vessels and their respective operations, substantially in the form attached hereto as Exhibits I-1 or I-2 and supplemented pursuant to the Insurance and Earnings Supplement in the form attached hereto as Exhibit K, as the same may be amended, supplemented or modified from time to time.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

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“Equity Offering” means a sale of Equity Interests (other than Disqualified Stock) (1) of the Company or (2) the proceeds of which are in an amount equal to or exceeding the aggregate principal amount of the Notes to be redeemed and are contributed to the equity capital of the Company or any of its Restricted Subsidiaries.

“Euroclear” means Euroclear Bank, S.A./N.V., as operator of the Euroclear system.

“Event of Loss” means any of the following events:

(1) the actual or constructive total loss of a Vessel or the agreed or compromised total loss of a Vessel;

(2) the destruction of a Vessel;

(3) damage to a Vessel to an extent, determined in good faith by Parent within 90 days after the occurrence of such damage as shall make repair thereof uneconomical or shall render such Vessel permanently unfit for normal use (other than obsolescence); or

(4) the condemnation, confiscation, requisition for title, seizure, forfeiture or other taking of title to or use of a Vessel that shall not be revoked within six months.

An Event of Loss shall be deemed to have occurred:

(1) in the event of the destruction or other actual total loss of a Vessel, on the date of such loss, or if such date is unknown, on the date such Vessel was last reported;

(2) in the event of a constructive, agreed or compromised total loss of a Vessel, on the date of determination of such total loss;

(3) in the case of any event referred to in clause (3) above, upon such date of determination; or

(4) in the case of any event referred to in clause (4) above, on the date that is six months after the occurrence of such event.

“Event of Loss Proceeds” means all compensation, damages and other payments (including insurance proceeds) received by Parent, the Company, or a Subsidiary of either of them, or the Trustee or the Noteholder Collateral Agent, jointly or severally, from any Person, including any governmental authority, with respect to or in connection with an Event of Loss.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC thereunder.

“Excluded Parent Subsidiaries” means the current and future Subsidiaries of Parent that are not the Company, Guarantors or Restricted Subsidiaries. As of the Issue Date, the Excluded Parent Subsidiaries consisted of Vantage Luxembourg I SARL, Vantage Energy Services Inc., Vantage International Management Co. Pte. Ltd., Vantage International Payroll Company, Vantage Driller V Co., Vantage Driller VI Co., Vantage Holdings Caymans, Platinum Explorer

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Company, Titanium Explorer Company, Cobalt Explorer Company, Vantage Holdings Malaysia II Co, Vantage Deepwater Holdings Company, Cobalt Explorer Holdings Company, Vantage Drilling de Mexico SRL CV, Vantage Luxembourg II SARL, Advantage ODC Limited, Vantage Drilling Netherlands II BV and Vantage Drilling do Brasil Servicios de Petroleo Ltda.

“Existing Indebtedness” means Indebtedness of Parent, the Company, any Restricted Subsidiary or any Other Guarantor (other than Indebtedness under the Notes and the Note Guarantees, the Term Loan Facility, the Second Term Loan Facility and the Credit Facility) in existence on the Issue Date, until such amounts are repaid.

“Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the Board of Directors of Parent (unless otherwise provided in this Indenture).

“Foreign Deposit Account” has the meaning set forth in the Security Agreement.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, as are in effect from time to time; provided that GAAP as in effect on the date of this Indenture shall be applied in respect of determining whether leases should be recorded as operating leases under GAAP.

“Global Note Legend” means the legend set forth in Section 2.06(f)(2) (“Transfer and Exchange”) hereof, which is required to be placed on all Global Notes issued under this Indenture.

“Global Notes” means, individually and collectively, each of the Restricted Global Notes deposited with or on behalf of and registered in the name of the Depository or its nominee, substantially in the form of Exhibit A hereto and that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, issued in accordance with Sections 2.01 (“Form and Dating”) and Section 2.06(b)(3) (“Transfer and Exchange”) hereof.

“Government Securities” means direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which the United States pledges its full faith and credit.

“Grantor” means the Parent, the Company and each Guarantor.

“Guarantors” means Parent, each Subsidiary of the Company and each Other Guarantor that executes a Note Guarantee in accordance with the provisions of this Indenture, in each case, together with their respective successors and assigns until the Note Guarantee of such Person has been released in accordance with the provisions of this Indenture.

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“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

(1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;

(2) other agreements or arrangements designed to manage interest rates or interest rate risk; and

(3) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.

“Holder” means the registered holder of Notes pursuant to this Indenture.

“IAI Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold to Institutional Accredited Investors.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent,

(1) in respect of borrowed money;

(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(3) in respect of banker’s acceptances;

(4) representing Capital Lease Obligations;

(5) representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed; or

(6) representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the guarantee by the specified Person of any Indebtedness of any other Person.

“Indenture” means this indenture pursuant to which the Notes will be issued among the Company, the Guarantors, the Trustee and the Noteholder Collateral Agent, as amended, supplemented or otherwise modified from time to time.

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“Indenture Documents” means any of the Notes, the Indenture, the Note Guarantees and the Collateral Agreements.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Notes” means the first $775,000,000 aggregate principal amount of Notes issued under this Indenture on the date hereof.

“Institutional Accredited Investor” means an institution that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

“Insurance Advisor” means Willis Group or another independent insurance advisor to the Pari Passu Collateral Agent who is reasonably satisfactory to the Company and who is not the Company’s independent marine insurance broker.

“Insurance and Earnings Supplement” means the Insurance and Earnings Supplement to be entered into on the Issue Date by the Pari Passu Collateral Agent, the Company and certain of the Guarantors.

“Insurance Assignment” means collectively the first priority assignments of insurance in favor of the Pari Passu Collateral Agent given by the Company and the applicable Guarantor and the applicable Internal Charterer, if any, respecting all insurance covering the Vessels or their respective operations, substantially in the form attached hereto as Exhibits H-1 or H-2 and supplemented pursuant to the Insurance and Earnings Supplement in the form attached hereto as Exhibit K, as the same may be amended, restated, supplemented or modified from time to time.

“Intercreditor Agreement” means (i) the Amended and Restated Intercreditor Agreement dated as of October 25, 2012 among the Pari Passu Collateral Agent, the 2019 Trustee, the 2019 Noteholder Agent, the Credit Agreement Agent, the Credit Agreement Collateral Agent, the Term Loan Agent, the Term Loan Collateral Agent, the trustee and collateral agent under the 2015 Indenture, the Grantors and the other parties from time to time party thereto, including the Trustee, the Collateral Agent, the Second Term Loan Collateral Agent and the Second Term Loan Agent, which have been joined as parties pursuant to the Intercreditor Joinder Agreements, as such Amended and Restated Intercreditor Agreement may be further amended, restated, supplemented or otherwise modified from time to time in accordance with the Indenture and (ii) any replacement thereof that contains terms not materially less favorable to the Holders than the Amended and Restated Intercreditor Agreement referred to in clause (i).

“Intercreditor Designation Notice” means the notice letter to be delivered by the Company on the Issue Date whereby the Company designates the Note Obligations and the Second Term Loan Obligations as “Other Pari Passu Obligations” for purposes of the Intercreditor Agreement.

“Intercreditor Joinder Agreements” means (i) the Joinder Agreement to Intercreditor Agreement to be entered into on the Issue Date by the Collateral Agent and Trustee and acknowledged by the Pari Passu Collateral Agent and the Company and (ii) the Joinder Agreement to Intercreditor Agreement to be entered into on the Issue Date by the Second Term Loan Agent and Second Term Loan Collateral Agent, and acknowledged by the Pari Passu Collateral Agent and the Company.

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“Internal Charter” means any charter or other contract respecting the use or operations of any Vessel between any Guarantor that is a Vessel owner and any Internal Charterer.

“Internal Charter Unwind Trigger” means the termination of the underlying Internal Charter and the collection of all revenue and accounts receivable owing under such Internal Charter to the applicable Subsidiary.

“Internal Charterer” means any Subsidiary of the Company or any Subsidiary of Parent, in each case, that is not the owner of the relevant Vessel and that is a party to any Drilling Contract or any bareboat charter or other such charter in respect of a Vessel.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any Rating Agency, in each case, with a stable or better outlook.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Company or any Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Company, the Company will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Company’s Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in Section 4.07(c) (“Restricted Payments”) hereof. The acquisition by the Company or any Subsidiary of the Company of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Company or such Subsidiary in such third Person that is not a Subsidiary of such Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as provided in Section 4.07(c) (“Restricted Payments”) hereof. Except as otherwise provided in this Indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.

“Involuntary Transfer” means, with respect to any property or asset (other than a Vessel, which shall be governed by Section 3.09 (“Mandatory Redemption Upon Event of Loss of a Vessel”)) of the Company or any Restricted Subsidiary, (1) any damage to such asset that results in an insurance settlement with respect thereto on the basis of a total loss or a constructive or compromised total loss, (2) the confiscation, condemnation, requisition, appropriation or similar taking regarding such asset by any government or instrumentality or agency thereof, including by deed in lieu of condemnation, or (3) foreclosure or other enforcement of a Lien or the exercise by a holder of a Lien of any rights with respect to it.

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“Issue Date” means the first date on which the Notes are issued under this Indenture.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“Moody’s” means Moody’s Investors Service, Inc., or any successor to the rating agency business thereof.

“Mortgage” means each Ship Mortgage, each other mortgage, deed of trust, deed to secure debt and any other document or instrument under which any Lien on property owned or leased by the Company or any Guarantor is granted to secure Obligations under this Indenture or under which rights or remedies with respect to any such Liens are governed, as the same may be amended, supplemented or modified from time to time.

“Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however:

(1) any gain (but not loss), together with any related provision for taxes on such gain (but not loss), realized in connection with (a) any Asset Sale or (b) the disposition of any securities by such Person or any of the Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of the Restricted Subsidiaries; and

(2) any extraordinary gain (but not loss), together with any related provision for taxes on such extraordinary gain (but not loss).

“Net Proceeds” means the aggregate cash proceeds received by the Company or any Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of (1) the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, sales commissions, relocation expenses incurred as a result of the Asset Sale, and taxes paid or payable as a result of the Asset Sale after taking into account any available tax credits or deductions and any tax sharing arrangements; and (2) any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

“Non-Recourse Debt” means Indebtedness:

(1) as to which neither the Company nor any of the Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;

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(2) no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of the Company or any of the Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity; and

(3) as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of the Company or any of the Restricted Subsidiaries.

“Non-U.S. Person” means a Person who is not a U.S. Person as defined under Regulation S of the Securities Act.

“Note Guarantee” means the guarantee by each Guarantor of the Company’s obligations under this Indenture and the Notes, executed pursuant to the provisions of this Indenture.

“Note Obligations” means the Obligations of the Company and the Guarantors under the Indenture Documents

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

“Offering Memorandum” means the Offering Memorandum dated March 21, 2013 of the Company relating to the Notes issued on the Issue Date.

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person.

“Officers’ Certificate” means a certificate signed on behalf of the Company by two Officers of the Company, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements of Section 13.05 (“Statements Required in Certificate or Opinion”) hereof.

“Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the requirements of Section 13.05 (“Statements Required in Certificate or Opinion”) hereof. The counsel may be an employee of or counsel to Parent, the Company, any Subsidiary of Parent or the Trustee.

“Other Guarantor” means a Guarantor that is a direct or indirect Subsidiary of Parent but not a direct or indirect Subsidiary of the Company and whose sole purpose is to be (a) a party to a Drilling Contract or an Internal Charter or (b) the parent company of an Internal Charterer, in each case, to the extent (i) such Subsidiary is not permitted to become a direct or indirect Subsidiary of the Company due to restrictions imposed by the terms of the applicable Drilling Contract, (ii) causing such Subsidiary to become a direct or indirect Subsidiary of the Company

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would result in adverse tax treatment or a violation of applicable laws or (iii) the sole business and activity of such Subsidiary is to act as a bidding entity for Drilling Contracts. No Other Guarantor shall engage in any other business or activities or incur or guarantee any Indebtedness (other than guarantees of the Pari Passu Obligations), and any earnings of such Other Guarantor attributable to any Drilling Contract or Internal Charter in respect of a Vessel shall be subject to the Earnings Assignment. As of the Issue Date, the Other Guarantors are Vantage Driller I Co., Vantage Driller II Co. and Vantage Driller IV Co., each a Cayman Islands exempted company with limited liability, Vantage Holding Hungary Kft, a Hungarian limited liability company, Vantage Drilling Netherlands BV, a private company with limited liability under the laws of the Netherlands, and PT Vantage Drilling Company Indonesia, a company organized under the laws of Indonesia.

“Other Pari Passu Obligations” means other Indebtedness of the Company or the Restricted Subsidiaries that is equally and ratably secured with the Pari Passu Obligations as permitted by the Indenture and is designated by the Company as an Other Pari Passu Obligation.

“Other Pari Passu Secured Parties” means the holders of any Other Pari Passu Obligations and any Authorized Representative with respect thereto.

“Parent Consolidated Cash Flow” means, with respect to any period, the Consolidated Net Income of Parent for such period plus, without duplication:

(1) an amount equal to (a) any extraordinary loss plus (b) any net loss realized by Parent and its Subsidiaries in connection with an Asset Sale, to the extent such losses were deducted in computing such Consolidated Net Income; plus

(2) provision for taxes based on income or profits of Parent and its Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(3) the Consolidated Interest Expense of Parent and its Subsidiaries to the extent that such Consolidated Interest Expenses were deducted in computing such Consolidated Net Income; plus

(4) depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of Parent and its Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; minus

(5) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business, in each case, on a consolidated basis and determined in accordance with GAAP.

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Parent Consolidated Cash Flow shall be calculated to give effect to the following:

(1) Pro forma effect shall be given to any acquisition of a company, business, asset or Additional Vessel that has been made by Parent or any of its Subsidiaries or to the commencement of operations of an Additional Vessel first delivered to Parent or any of its Subsidiaries, in each case, during the four-quarter reference period, or approved and expected to be consummated within 30 days of the Calculation Date, including, in each case, through a merger or consolidation or an acquisition, and including any related financing transactions, in each case during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date, in each case, as if such transaction had occurred on the first day of the applicable four-quarter reference period.

(2) With respect to the calculation of the Consolidated Interest Coverage Ratio for purposes of Section 4.08(a)(1) (“Incurrence of Indebtedness and Issuance of Preferred Stock”) hereof, pro forma effect shall be given to any delivery to, or acquisition by, Parent or any of its consolidated Subsidiaries of any Additional Vessel or construction contract for such Additional Vessel usable in the normal course of business of Parent that is (or are) subject to a Qualified Services Contract; provided that:

(a) the amount of Parent Consolidated Cash Flow attributable to such Additional Vessel shall be calculated in good faith by a responsible financial or accounting officer of such Person;

(b) in the case of earned revenues under a Qualified Services Contract, the Parent Consolidated Cash Flow shall be based on revenues actually earned pursuant to the Qualified Services Contract relating to such Additional Vessel or Additional Vessels, taking into account, where applicable, only actual expenses incurred without duplication in any measurement period;

(c) the amount of Parent Consolidated Cash Flow shall be the lesser of the Parent Consolidated Cash Flow derived on a pro forma basis from revenues for (i) the first full year of the Qualified Services Contract and (ii) the average of the Parent Consolidated Cash Flow of each year of such Qualified Services Contract for the term of the Qualified Services Contract;

(d) in determining the estimated expenses attributable to such Additional Vessel, the calculation shall give effect to the interest expense attributable to the incurrence, assumption or guarantee of any Indebtedness relating to the construction, delivery and/or acquisition of such Additional Vessel (including Indebtedness that is to be Incurred following the time of calculation in order to consummate the construction, acquisition and/or delivery of the Additional Vessel);

(e) with respect to any expenses attributable to an Additional Vessel, if the actual expenses differ from the estimate, the actual amount shall be used in such calculation;

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(f) if a Qualified Services Contract is terminated, or is amended, supplemented or modified, following the Calculation Date, and after giving effect to the termination or the terms of such Qualified Services Contract as so amended, supplemented or modified, the Company would not have been able to but did incur additional Indebtedness pursuant to the ratio set forth in Section 4.08(a)(1) (“Incurrence of Indebtedness and Issuance of Preferred Stock”) hereof, Parent will, at the time of any such event, be required to either: (a) repay all or any part of any such Indebtedness that would not have been permitted to be incurred had the Qualified Services Contract or such amendments, supplements or modifications thereto not been in effect at the time such Indebtedness was originally incurred, or (b) enter into a replacement Qualified Services Contract, the terms of which would have permitted the incurrence of such Indebtedness had such replacement contract been in effect at the time such Indebtedness was incurred; and

(g) notwithstanding the foregoing, the pro forma inclusion of Parent Consolidated Cash Flow attributable to any such Qualified Services Contract for the four-quarter reference period shall be reduced by the actual Parent Consolidated Cash Flow from such Additional Vessel previously earned and accounted for in the actual results for the four-quarter reference period, which actual Parent Consolidated Cash Flow may be included in the foregoing clause (1).

(3) The Parent Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, shall be excluded.

(4) The provision for taxes based on the income or profits of, and the depreciation, amortization and other non-cash expenses of, a Subsidiary (other than an Unrestricted Subsidiary) will be added to Consolidated Net Income to compute Parent Consolidated Cash Flow only to the extent that a corresponding amount would be permitted at the date of determination to be dividended to Parent by such Subsidiary without prior governmental approval (that has not been obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to the Subsidiary or its stockholders.

For the avoidance of doubt, (i) the calculation of the ratio test set forth in Section 4.08(a)(1) (“Incurrence of Indebtedness and Issuance of Preferred Stock”) hereof, shall give effect to any incurrence, assumption or guarantee of any Indebtedness relating to the construction, delivery and/or acquisition of any Additional Vessel in accordance with the foregoing clauses (1) and (2); and (ii) the acquisition of an Additional Vessel with actual earned Parent Consolidated Cash Flow and future Parent Consolidated Cash Flow expected by virtue of the existence of a Qualified Services Contract, may be given pro forma effect due to the combined effect of the foregoing clauses (1) and (2).

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“Pari Passu Collateral Agent” means the collateral agent for all holders of Pari Passu Obligations. Wells Fargo Bank, National Association will initially serve as the Pari Passu Collateral Agent.

“Pari Passu Documents” means the 2019 Indenture Documents, the Term Loan Documents, the Credit Agreement Documents and any other document or instrument evidencing or governing any Other Pari Passu Obligations, including the Indenture Documents and the Second Term Loan Documents.

“Pari Passu Excluded Collateral” means any cash, certificate of deposit, deposit account, money market account or other such liquid assets to the extent that such cash, certificate of deposit, deposit account, money market account or other such liquid assets are on deposit or maintained with the Credit Agreement Agent or any other Credit Agreement Secured Party (other than the Pari Passu Collateral Agent) to secure the Credit Agreement Obligations.

“Pari Passu Obligations” means (a) the Term Loan Obligations, (b) the Credit Agreement Obligations, (c) the 2019 Note Obligations, (d) all Other Pari Passu Obligations, including the Note Obligations and the Second Term Loan Obligations, and (e) all other Obligations in respect of, or arising under, the Pari Passu Documents, including all fees and expenses of the collateral agent payable with respect thereto and shall include all interest and fees, which but for the filing of a petition in bankruptcy with respect to the Company, the Parent or any other Guarantor (in each case, including in its capacity as a co-borrower thereunder), would have accrued on such obligations, whether or not a claim for such interest or fees is allowed in such proceeding.

“Pari Passu Secured Party” means (a) the Pari Passu Collateral Agent, (b) the Term Loan Secured Parties, (c) the 2019 Notes Secured Parties, (d) the Credit Agreement Secured Parties and (e) the holders of Other Pari Passu Obligations, including the Trustee, the Noteholder Collateral Agent and the Holders and the Second Term Loan Secured Parties.

“Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

“Permitted Business” means

(1) with respect to the Company and the Restricted Subsidiaries, a business in which the Company and the Restricted Subsidiaries were engaged on the Issue Date, as described in the Offering Memorandum, and any business reasonably related or complimentary thereto; and

(2) with respect to Parent, the ownership of the Equity Interests in the Company and Parent’s other Subsidiaries and the business in which Parent is engaged on the Issue Date, as described in the Offering Memorandum, and any business reasonably related or complimentary thereto.

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“Permitted Investments” means:

(1) any Investment in the Company or in a wholly-owned Restricted Subsidiary that is a Guarantor;

(2) any Investment in Cash Equivalents;

(3) any Investment by the Company or any wholly-owned Restricted Subsidiary in a Person, if as a result of such Investment:

(a) such Person becomes a wholly-owned Restricted Subsidiary and a Guarantor; or

(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a wholly-owned Restricted Subsidiary that is a Guarantor;

(4) Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (4) that are at the time outstanding not to exceed the greater of (a) $100.0 million and (b) 5% of the Company’s Consolidated Tangible Assets;

(5) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 4.18 (“Asset Sales”) hereof;

(6) any acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company;

(7) any Investments received in compromise or resolution of obligations of trade creditors or customers that were incurred in the ordinary course of business of the Company or any of the Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer and any Investments obtained in exchange for any such Investments;

(8) Investments represented by Hedging Obligations; and

(9) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (9) that are at the time outstanding not to exceed $25.0 million.

“Permitted Liens” means:

(1) Liens on assets of the Company and the Guarantors securing Indebtedness and other Obligations under any Credit Facility, that are permitted by the terms of this Indenture to be incurred pursuant to clause (1) of Section 4.08(b) (“Incurrence of Indebtedness and Issuance of Preferred Stock”);

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(2) Liens existing on the Issue Date, including Liens securing (a) the Notes and the related Note Guarantees, (b) the exchange notes and related Note Guarantees to be issued pursuant to the Registration Rights Agreement, (c) the Term Loan and the related guarantees, (d) the Second Term Loan Facility and the related guarantees, and (e) the 2019 Notes and the related note guarantees and the exchange notes and related note guarantees to be issued pursuant to the registration rights agreement with respect thereto, in each case, that are permitted by the terms of the Indenture to be incurred pursuant to clauses (2), (3) or (4) of Section 4.08(b) (“Incurrence of Indebtedness and Issuance of Preferred Stock”);

(3) Liens in respect of Indebtedness of Parent permitted to be incurred by Section 4.08(a) (“Incurrence of Indebtedness and Issuance of Preferred Stock”) covering only the assets constructed or acquired with or financed by such Indebtedness; provided that none of the assets of the Company or any Guarantor (other than Parent) will be permitted to be subject to any Lien pursuant to this clause (3);

(4) Liens in favor of the Company or the Guarantors;

(5) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with Parent, the Company or any Subsidiary of the Company; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with the Company or the Subsidiary;

(6) Liens on property (including Capital Stock) existing at the time of acquisition of the property by Parent, the Company or any Subsidiary of the Company; provided that such Liens were in existence prior to, such acquisition, and not incurred in contemplation of, such acquisition;

(7) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

(8) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by Section 4.08(b)(4) (“Incurrence of Indebtedness and Issuance of Preferred Stock”) hereof, covering only the assets constructed or acquired with or financed by such Indebtedness

(9) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;

(10) Liens imposed by law, such as necessaries suppliers, carriers’, warehousemen’s, landlord’s, mechanics’ crews wages, salvage and general average Liens, in each case, incurred in the ordinary course of business not more than 30 days past due or which are being contested in good faith;

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(11) survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(12) the pledge or encumbrance by Parent or any Excluded Parent Subsidiary of the Equity Interests, property or assets of any Excluded Parent Subsidiary;

(13) Liens created for the benefit of (or to secure) the Notes or the Note Guarantees;

(14) Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under this Indenture; provided, however, that:

(a) the new Lien is limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Indebtedness (plus improvements and accessions to such property, or proceeds or distributions thereof); and

(b) the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (i) the outstanding principal amount, or, if greater, committed amount, of the original Indebtedness and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge;

(15) Liens for obligations owed to vendors or other third parties that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, provided that, any reserve or other appropriate provision as is required in conformity with GAAP has been made thereof;

(16) Liens to secure Hedging Obligations of the Company or any Restricted Subsidiary; and

(17) Liens incurred in the ordinary course of business of the Company or any Guarantor with respect to obligations that do not exceed $25.0 million at any one time outstanding.

“Permitted Operating Expense and Tax Reimbursements” means, without duplication as to amounts, actual amounts paid by Parent for the benefit of the Company and the Restricted Subsidiaries in respect of bona fide goods, taxes, services and other operating expenses incurred from and after the Issue Date and relating to the Permitted Business of the Company and the

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Restricted Subsidiaries; provided that any amounts so paid to Parent are on terms no less favorable than those available in arm’s length transactions with unaffiliated third parties; provided further, that in no event shall any amounts that may be classified as Permitted Parent Payments be treated as Permitted Operating Expense and Tax Reimbursements.

“Permitted Parent Payments” means, without duplication as to amounts, payments to Parent by the Company or any Restricted Subsidiary to permit Parent to pay reasonable and bona fide franchise taxes and accounting, legal and administrative expenses of the Company and the Guarantors when due, in an aggregate amount not to exceed $25.0 million per annum, which amount shall increase by 1.0% per annum on January 1 of each year, beginning on January 1, 2013.

“Permitted Refinancing Indebtedness” means any Indebtedness of Parent, the Company or any of the Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge other Indebtedness of Parent, the Company or any of the Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith);

(2) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged;

(3) if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is (a) subordinated in right of payment to the Notes or a Note Guarantee, then such Permitted Refinancing Indebtedness is subordinated in right of payment to the Notes or such Note Guarantee, as the case may be, or (b) pari passu in right of payment to the Notes or a Note Guarantee, then such Permitted Refinancing Indebtedness is subordinated or pari passu in right of payment to the Notes or such Note Guarantee, as the case may be, in the case of each of clauses (a) and (b), on terms at least as favorable to the Holders as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged;

(4) in the case of Indebtedness of the Company or any Restricted Subsidiary, such Indebtedness is incurred either by the Company or by the Restricted Subsidiary or both the Company and the Restricted Subsidiary who is the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged;

(5) in the case of Indebtedness of Parent, such Indebtedness is incurred either by Parent or by an Excluded Parent Subsidiary or both Parent and an Excluded Parent Subsidiary who is the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and

(6) in the case of guarantees by Other Guarantors of any Indebtedness being refinanced that is permitted by the Indenture to be refinanced, such new guarantee of the Other Guarantor is incurred by the same Other Guarantor who is the obligor on the guarantee being renewed, refunded, refinanced, replaced, defeased or discharged.

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“Permitted Third Party Charter” means the charter of a Vessel to a third party in conjunction with the conduct of drilling operations, where a Guarantor (other than Parent) effectively retains operational control of the Vessel and local law requires a resident person of the nation in whose waters the Vessel is located to charter the Vessel as a condition to the lawful conduct of drilling operations in such waters and where the Company or a Guarantor is the ultimate beneficiary of indemnities under the Drilling Contract

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Private Placement Legend” means the legend set forth in Section 2.06(f)(1) (“Transfer and Exchange”) hereof to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture.

“Protocol of Delivery and Acceptance” means the protocol of delivery and acceptance evidencing the delivery of the Tungsten Explorer by DSME to and acceptance of the Tungsten Explorer by the Company or a Restricted Subsidiary.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Qualified Services Contract” means, with respect to any Additional Vessel acquired by or committed to be delivered to, Parent or any of its Subsidiaries, a bona fide contract or series of contracts, together with any amendments, supplements or modifications thereto, that the Board of Directors of Parent, acting in good faith, designates as a “Qualified Services Contract” pursuant to a resolution of the Board of Directors of Parent, which contract or contracts:

(1) are between Parent or one of its Subsidiaries, on the one hand, and (a) a Person with a rating (or a Person whose parent has such a rating) of either BBB- or higher from S&P or Baa3 or higher from Moody’s, or if such ratings are not available, then a similar investment grade rating from another nationally recognized statistical rating agency or (b) any other Person provided such contract is supported by letters of credit, performance bonds or guarantees from a Person or its parent that has an investment grade rating as described in the preceding subclause (a) of this clause (1), or such contract provides for a lockbox or similar arrangements or direct payment to Parent or its Subsidiary, as the case may be, by a Person with (or a Person whose parent has) such an investment grade rating, for the full amount of the contracted payments due over the four-quarter reference period considered in calculating Consolidated Cash Flow;

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(2) provide for services to be performed by Parent or one or more of its Subsidiaries involving the use of such Additional Vessel by Parent or one or more of its Subsidiaries, in either case for a minimum aggregate period of at least one year;

(3) provide for a fixed or minimum dayrate or fixed rate for such Additional Vessel covering all the period in (2) above; and

(4) for purposes of Section 4.08 (“Incurrence of Indebtedness and Issuance of Preferred Stock”), provide that revenues from such Qualified Services Contract are to be received by Parent or its Subsidiary within one year of (a) delivery of the related Additional Vessel and (b) the incurrence of any Indebtedness pursuant to Section 4.08 (“Incurrence of Indebtedness and Issuance of Preferred Stock”).

“Rating Agency” means (1) each of Moody’s and S&P and (2) if Moody’s or S&P ceases to rate the notes for reasons outside of Parent’s control, a “nationally recognized statistical rating organization” within the meaning of Rule 15cs-1(c)(2)(vi)(F) under the Exchange Act selected by Parent or any direct or indirect parent of Parent (as certified by a resolution of the Board of Directors of Parent or such direct or indirect parent of Parent, as applicable) as a replacement agency for Moody’s or S&P, as the case may be.

“Redemption Date” means the date of redemption established by the Company or this Indenture as set forth under Article 3.

“Registration Rights Agreement” means the Registration Rights Agreement entered into as of the Issue Date among the Representatives, the Company and the Guarantors and any other Registration Rights Agreement entered into from time to time in connection with the issuance of Additional Notes under the Indenture.

“Regulation D” means Regulation D promulgated under the Securities Act.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Note” means a permanent Global Note in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 903 of Regulation S.

“Representative” means (a) with respect to the issuance of the Initial Notes on the Issue Date, Citigroup Global Markets Inc. and Jefferies LLC and (b) with respect to any issuance of Additional Notes, any one or more initial purchasers acting in such role pursuant to a purchase agreement entered into with the Company and the Guarantors.

“Responsible Officer” when used with respect to the Trustee, means any officer within the Corporate Trust Office of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

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“Restricted Certificated Note” means a Certificated Note bearing the Private Placement Legend.

“Restricted Global Note” means a Global Note bearing the Private Placement Legend.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Period” means the 40-day distribution compliance period as defined in Regulation S.

“Restricted Subsidiary” means any Subsidiary of the Company that is not an Unrestricted Subsidiary.

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 144A Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold to QIBs.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated under the Securities Act.

“S&P” means Standard & Poor’s Rating Services or any successor to the rating agency business thereof.

“SEC” means the U.S. Securities and Exchange Commission.

“Second Term Loan Agent” means the administrative agent under the Second Term Loan Facility, which shall initially be Citibank, N.A.

“Second Term Loan Collateral Agent” means the collateral agent under the Second Term Loan Facility, which shall initially be Wells Fargo Bank, National Association.

“Second Term Loan Documents” means the Second Term Loan Facility, the Collateral Agreements and any agreement, instrument or other document evidencing or governing any Second Term Loan Obligations.

“Second Term Loan Facility” means that certain Term Loan Agreement to be dated as of the Issue Date, among the Company, as co-borrower, the US Borrower (as defined therein), the Parent as a guarantor and other guarantors party thereto, the lenders from time to time party thereto, the Second Term Loan Agent, and the Second Term Loan Collateral Agent, as collateral agent for such lenders.

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“Second Term Loan Obligations” means the “Obligations” (as defined in the Second Term Loan Facility) of the Grantors under the Second Term Loan Facility, the Collateral Agreements and any other related document or instrument executed and delivered pursuant to any of the foregoing.

“Second Term Loan Secured Parties” means, collectively, the lenders from time to time party to the Second Term Loan Facility, the Second Term Loan Collateral Agent and the Second Term Loan Agent.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC thereunder.

“Security Agreement” means the Third Amended and Restated Pledge and Security Agreement, dated as of October 25, 2012, among the Company and the Grantors (as defined therein) from time to time party thereto in favor of the Pari Passu Collateral Agent, as amended, restated, or supplemented from time to time in accordance with its terms.

“Series” means (a) with respect to the Pari Passu Secured Parties, each of (i) the Term Loan Secured Parties (in their capacities as such), (ii) the 2019 Notes Secured Parties (in their capacity as such), (iii) the Other Pari Passu Secured Parties that become subject to the Intercreditor Agreement after the date thereof that are represented by a common Authorized Representative (in its capacity as such for such Other Pari Passu Secured Parties) and (iv) the Credit Agreement Secured Parties and (b) with respect to any Pari Passu Obligations, each of (i) the Term Loan Obligations, (ii) the 2019 Note Obligations, (iii) the Other Pari Passu Obligations incurred pursuant to any Other Pari Passu Agreement, which pursuant to any joinder agreement, are to be represented under the Intercreditor Agreement by a common Authorized Representative (in its capacity as such for such Other Pari Passu Obligations) and (iv) the Credit Agreement Obligations.

“Shared Payment” means any and all Common Collateral or Credit Agreement Excluded Collateral or proceeds thereof received by any Pari Passu Secured Party pursuant to any Pari Passu Documents or by the exercise of any rights available to it under applicable law or in any proceeding (including any insolvency or liquidation proceeding) or in connection with any disposition of, collection on, or in connection with any insurance policy claim or condemnation award (or deed in lieu of condemnation) with respect to, such Common Collateral or such Credit Agreement Excluded Collateral.

“Ship Mortgage” means collectively the first naval mortgages and other instruments such as statutory mortgages and deeds over the Vessels (including, with respect to the Tungsten Explorer, executed, delivered, and recorded as of the date, subject to adjustment across time zones, the Tungsten Explorer is delivered by DSME to the applicable Subsidiary), each duly registered in the Bahamian or Panamanian ship registry, as applicable, in favor of the Pari Passu Collateral Agent, in substantially the form of Exhibits G-1 and G-2, and amended pursuant to the amendments substantially in the form attached as G-3 and G-4 hereto, as the same may be amended, supplemented or modified from time to time.

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“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.

“Specified Tax Jurisdiction” means each jurisdiction in which the Company or any Guarantor is organized or otherwise considered by a taxing authority to be a resident for tax purposes or from or through which the Company or any Guarantor makes a payment on the Notes or any Note Guarantee.

“Stated Maturity” means, with respect to any installment of interest or principal on any item or series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the Issue Date or, if such item or series is incurred after the Issue Date, the date such item or series is incurred will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subsidiary” means, with respect to any specified Person:

(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

“Term Loan Agent” means the administrative agent under the Term Loan Facility, which shall initially be Citibank, N.A.

“Term Loan Collateral Agent” means the collateral agent under the Term Loan Facility, which shall initially be Wells Fargo Bank, National Association.

“Term Loan Documents” means the Term Loan Facility, the Collateral Agreements and any agreement, instrument or other document evidencing or governing any Term Loan Obligations.

“Term Loan Facility” means that certain Term Loan Agreement dated as of October 25, 2012, among the Company, as co-borrower, the US Borrower (as defined therein), the Parent as a guarantor and other guarantors party thereto, the lenders from time to time party thereto, the Term Loan Agent, and the Term Loan Collateral Agent, as collateral agent for such lenders.

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“Term Loan Obligations” means the “Obligations” (as defined in the Term Loan Facility) of the Grantors under the Term Loan Facility, the Collateral Agreements and any other related document or instrument executed and delivered pursuant to any of the foregoing.

“Term Loan Secured Parties” means, collectively, the lenders from time to time party to the Term Loan Facility, the Term Loan Collateral Agent and the Term Loan Agent.

“TIA” means the Trust Indenture Act of 1939, as amended, and the rules and regulations of the SEC thereunder.

“Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to April 1, 2018; provided, however, that if the period from the redemption date to April 1, 2018 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Tungsten Explorer” means the Ultra Deepwater Drillship Hull No. 3615 currently under construction at DSME, with delivery expected in the second quarter of 2013, to be owned by, and registered in the name of, the Company or a Restricted Subsidiary, under Bahamian flag (subject to any Vessel Asset Sale following the Tungsten Explorer Delivery Date).

“Tungsten Explorer Construction Contract” means the Construction Contract between DSME and Tungsten Explorer Company dated May 9, 2011, respecting the construction and delivery of the Tungsten Explorer, as amended, modified, or supplemented from time to time.

“Tungsten Explorer Delivery Date” means the date on which the Tungsten Explorer is delivered by DSME to the applicable Subsidiary, and accepted by, Parent, the Company or a Subsidiary of Parent or the Company.

“Tungsten Explorer Refund Guarantee” means the Letter of Credit issued by the Korea Eximbank, or similar instrument respecting the obligations of DSME under the Tungsten Explorer Construction Contract, as amended, modified or supplemented from time to time.

“Uniform Commercial Code” means the Uniform Commercial Code as in effect in any applicable jurisdiction from time to time.

“Unrestricted Subsidiary” means any Subsidiary of the Company that is designated by the Board of Directors of Parent as an Unrestricted Subsidiary pursuant to a resolution of such Board of Directors, but only to the extent that such Subsidiary:

(1) has no Indebtedness other than Non-Recourse Debt;

(2) except as permitted by Section 4.11 (“Transactions with Affiliates”), is not party to any agreement, contract, arrangement or understanding with Parent, the

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Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to Parent, the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;

(3) is a Person with respect to which none of Parent, the Company nor any of the Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;

(4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of the Restricted Subsidiaries; and

(5) is not the owner or Internal Charterer of a Vessel.

“U.S. Person” means a U.S. Person as defined in Rule 902(k) promulgated under the Securities Act.

“Vessels” means each of (i) the Panamanian flag vessels the Emerald Driller, the Sapphire Driller, the Topaz Driller and the Aquamarine Driller, (ii) the Deepwater Vessels and (iii) any other Additional Vessel hereafter acquired by the Company or any Restricted Subsidiary in each case together with all related spares, equipment and any additions or improvements; provided that for the purposes of any provision related to the acquisition or disposition of a Vessel, such acquisition or disposition may be conducted through the transfer of all of the Capital Stock of any special purpose entity that owns such Vessel; provided that for the purposes of any provision related to the acquisition or disposition of a Vessel, such acquisition or disposition may be conducted through the transfer of all of the Capital Stock of any special purpose entity that owns such Vessel; provided further that upon the consummation of a Vessel Asset Sale where all of the interests in such Vessel are sold, leased, conveyed or otherwise disposed of in a transaction that complies with the terms of the Indenture, including Section 4.07 (“Restricted Payments”), Section 4.18 (“Asset Sales”) and Section 5.01 (“Merger, Consolidation, or Sale of Assets”) such Vessel shall not thereafter constitute a Vessel hereunder.

“Vessel Asset Sale” means a sale, lease (except under an Internal Charter, a Drilling Contract or a Permitted Third Party Charter), conveyance or other disposition of a Vessel, or any minority interest in a Vessel, right to a Vessel or construction contract respecting the construction of any Vessel; provided that any Vessel Asset Sale with respect to a minority interest in a Vessel will be subject to the Mortgage relating to such Vessel.

“Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2) the then outstanding principal amount of such Indebtedness.

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Section 1.02 Other Definitions.

Term	Defined in Section
“Additional Amounts”	4.20
“Asset Sale Offer”	4.18
“Authentication Order”	2.02
“Change of Control Offer”	4.17
“Change of Control Payment”	4.17
“Change of Control Payment Date”	4.17
“Company”	Preamble
“Controlling Party”	12.05
“Covenant Defeasance”	8.03
“Covenant Suspension Event”	4.23
“Default Interest”	2.12
“DTC”	2.03
“Event of Default”	6.01
“Excess Proceeds”	4.18
“Excluded Holder”	4.20
“incur”	4.08
“Indemnified Party”	7.07
“interest”	1.04
“Interest Payment Date”	2.14
“Legal Defeasance”	8.02
“MD&A”	4.16
“Noteholder Collateral Agent”	Preamble
“Notes”	Preamble
“Offer Amount”	3.10
“Offer Period”	3.10
“Offer to Purchase”	3.10
“Parent”	Preamble
“Paying Agent”	2.03
“Payment Default”	6.01
“Permitted Debt”	4.08
“Purchase Date”	3.10
“Record Date”	2.14
“Registrar”	2.03
“Requisite Consents”	12.01
“Restricted Payments”	4.07
“Resale Restriction Termination Date”	2.06
“Reversion Date”	4.23
“Special Interest”	6.01
“Suspended Covenants”	4.23

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Term	Defined in Section
“Suspension Period”	4.23
“Taxes”	4.20
“Trustee”	Preamble
“Vessel Minority Interest Owner”	12.01

Section 1.03 Incorporation by Reference of TIA.

Whenever this Indenture refers to a provision of the TIA, such provision is incorporated by reference in, and made a part of, this Indenture.

The following TIA term used in this Indenture have the following meanings:

“indenture securities” means the Notes;

“indenture security holder” means a Holder of a Note;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the Notes and the Note Guarantees means the Company and the Guarantors, respectively, and any successor obligor upon the Notes and the Note Guarantees, respectively.

All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to them.

Section 1.04 Rules of Construction.

Unless the context otherwise requires:

(1) a term has the meaning assigned to it;

(2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(3) “or” is not exclusive;

(4) words in the singular include the plural, and in the plural include the singular;

(5) “will” shall be interpreted to express a command;

(6) provisions apply to successive events and transactions; and

(7) references to sections of or rules under the Securities Act will be deemed to include substitute, replacement of successor sections or rules adopted by the SEC from time to time.

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All references to “Notes” or “principal amount of Notes” shall mean the outstanding principal amount of Notes after giving effect to any redemptions and any other purchases, whether pursuant to this Indenture or otherwise, and after giving effect to any accretion of the principal amount due to the Notes having been issued at a discount to their face amount.

All references to “interest” shall mean the initial interest rate borne by the Notes plus any Default Interest and any Additional Interest or Special Interest, as the case may be. If there has been no demand that the Company pay Default Interest, the Company shall pay Default Interest, Additional Interest, if any, and Special Interest, if any, in the same manner as other interest, and on the same dates as set forth in the Notes and in this Indenture.

ARTICLE 2

THE NOTES

Section 2.01 Form and Dating.

(a) General. The Notes and the Trustee’s certificate of authentication will be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note will be dated the date of its authentication. The Notes shall be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

The Company may issue Additional Notes from time to time after the Issue Date, provided such issuance and incurrence would then comply with Section 4.08 (“Incurrence of Indebtedness and Issuance of Preferred Stock”). The Initial Notes and the Additional Notes shall be treated as a single class for all purposes under this Indenture, and unless the context otherwise requires, all references to the “Notes” shall include the Initial Notes and any Additional Notes.

The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the Company, the Guarantors, the Trustee and the Noteholder Collateral Agent, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

(b) Global Notes. Notes issued in global form will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in certificated form will be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 (“Transfer and Exchange”) hereof.

(c) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in the Regulation S Global Note that are held by Participants through Euroclear or Clearstream.

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Section 2.02 Execution and Authentication.

At least one Officer must sign the Notes for the Company by manual or facsimile signature.

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note will nevertheless be valid.

A Note will not be valid until authenticated by the manual signature of the Trustee. The signature will be conclusive evidence that the Note has been authenticated under this Indenture.

The Trustee will, upon receipt of a written order of the Company signed by two Officers (an “Authentication Order”), authenticate Notes for original issue that may be validly issued under this Indenture, including any Additional Notes. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Company pursuant to one or more Authentication Orders, except as provided in Section 2.07 (“Replacement Notes”) hereof.

The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.

Section 2.03 Registrar and Paying Agent.

The Company will maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar will keep a register of the Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional Paying Agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional Paying Agent. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company will notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar.

The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.

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The Company initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes.

Section 2.04 Paying Agent to Hold Money in Trust.

The Company will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and will notify the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) will have no further liability for the money. If the Company or a Subsidiary acts as Paying Agent, it will segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee will serve as Paying Agent for the Notes.

Section 2.05 Holder Lists.

The Trustee will preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Company will furnish to the Trustee at least seven Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders and the Company shall otherwise comply with TIA § 312(a).

Section 2.06 Transfer and Exchange.

(a) Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Certificated Notes if:

(1) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 days after the date of such notice from the Depositary;

(2) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Certificated Notes and delivers a written notice to such effect to the Trustee; or

(3) there has occurred and is continuing a Default or Event of Default with respect to the Notes and the Registrar has received a written request from the Depositary to issue Certificated Notes.

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Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Certificated Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 (“Replacement Notes”) and 2.10 (“Temporary Notes”) hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section or Section 2.07 (“Replacement Notes”) or 2.10 (“Temporary Notes”) hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c) (“Transfer and Exchange”) hereof.

(b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes will be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes will be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also will require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(1) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in clause (1).

(2) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) (“Transfer and Exchange”) above, the transferor of such beneficial interest must deliver to the Registrar either:

(A) both:

(1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged; and

(2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase; or

(B) both:

(1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Certificated Note in an amount equal to the beneficial interest to be transferred or exchanged; and

(2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Certificated Note shall be registered to effect the transfer or exchange referred to in (1) above.

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Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) (“Transfer and Exchange”) hereof.

(3) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(2) (“Transfer and Exchange”) above and the Registrar receives the following:

(A) If the transferee will take delivery in the form of a beneficial interest in the Rule 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B) if the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

(C) if the transferee will take delivery in the form of a beneficial interest in the IAI Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

(c) Transfer or Exchange of Beneficial Interests for Certificated Notes.

(1) Beneficial Interests in Restricted Global Notes to Restricted Certificated Notes. If in accordance with Section 2.06(a) (“Transfer and Exchange”) a beneficial interest in a Restricted Global Note is to be exchanged for a Restricted Certificated Note or transferred to a Person who takes delivery thereof in the form of a Restricted Certificated Note, then, upon receipt by the Registrar of the following documentation:

(A) if the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Certificated Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof;

(B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

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(C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B), (C) or (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable;

(F) if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(G) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) (“Transfer and Exchange”) hereof, and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Certificated Note in the appropriate principal amount. Any Certificated Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the Holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Certificated Notes to the Persons in whose names such Notes are so registered. Any Certificated Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(d) Transfer and Exchange of Certificated Notes for Beneficial Interests.

(1) Restricted Certificated Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Certificated Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(A) if the Holder of such Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof;

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(B) if such Restricted Certificated Note is being transferred to a QIB a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(C) if such Restricted Certificated Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such Restricted Certificated Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) if such Restricted Certificated Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) of this Section, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable;

(F) if such Restricted Certificated Note is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(G) if such Restricted Certificated Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee will cancel the Restricted Certificated Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the Rule 144A Global Note, in the case of clause (C) above, the Regulation S Global Note, and in all other cases, the IAI Global Note.

(e) Transfer and Exchange of Certificated Notes for Certificated Notes. Upon request by a Holder of Certificated Notes and such Holder’s compliance with the provisions of this Section, the Registrar will register the transfer or exchange of Certificated Notes. Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Registrar the Certificated Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney,

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duly authorized in writing. In addition, the requesting Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section.

(1) Restricted Certificated Notes to Restricted Certificated Notes. Any Restricted Certificated Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Certificated Note if the Registrar receives the following:

(A) If the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B) if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

(C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act (other than those listed in subparagraphs (A) and (B) of this clause (1)), then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

(f) Legends. The following legends will appear on the face of all Global Notes and Certificated Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.

(1) Private Placement Legend. Each Global Note and each Certificated Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION OR THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (C) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT, AND (2) AGREES TO OFFER, SELL OR

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OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE THEREOF WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE U.S. WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S, OR REGISTRAR’S, AS APPLICABLE, RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE OR REGISTRAR. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.”

(2) Global Note Legend. Each Global Note will bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION

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2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE HOLDER OF THIS SECURITY IS ENTITLED TO THE BENEFITS OF THE COLLATERAL AGREEMENTS (EACH, AS DEFINED IN THIS INDENTURE).”

(g) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Certificated Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be returned to or retained and canceled by the Trustee in accordance with Section 2.11 (“Cancellation”) hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Certificated Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Trustee or by the Custodian at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note will be increased accordingly and an endorsement will be made on such Global Note by the Trustee or by the Custodian at the direction of the Trustee to reflect such increase.

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(h) General Provisions Relating to Transfers and Exchanges.

(1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Certificated Notes upon receipt of an Authentication Order in accordance with Section 2.02 (“Execution and Authentication”) hereof or at the Registrar’s request.

(2) No service charge will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Certificated Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10 (“Temporary Notes”), 3.06 (“Notes Redeemed or Purchased in Part”), 3.10 (“Offer to Purchase by Application of Excess Proceeds”), 4.18 (“Asset Sales”), 4.17 (“Offer to Repurchase Upon Change of Control”) and 9.05 (“Notation on or Exchange of Notes”) hereof).

(3) The Registrar will not be required to register the transfer of or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(4) All Global Notes and Certificated Notes issued upon any registration of transfer or exchange of Global Notes or Certificated Notes will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Certificated Notes surrendered upon such registration of transfer or exchange.

(5) Neither the Registrar nor the Company will be required:

(A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 (“Selection of Notes to be Redeemed or Purchased”) hereof and ending at the close of business on the day of selection;

(B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or

(C) to register the transfer of or to exchange a Note between a Record Date and the next succeeding Interest Payment Date.

(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary.

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(7) The Trustee will authenticate Global Notes and Certificated Notes in accordance with the provisions of Section 2.02 (“Execution and Authentication”) hereof.

(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section to effect a registration of transfer or exchange may be submitted by facsimile.

Section 2.07 Replacement Notes.

If any mutilated Note is surrendered to the Trustee or the Company and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Company will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Company may charge for its expenses in replacing a Note.

Every replacement Note is an additional obligation of the Company and will be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.08 Outstanding Notes.

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions of this Indenture, and those described in this Section as not outstanding. Except as set forth in Section 2.09 (“Treasury Notes”) hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; however, Notes held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of Section 3.07(c) (“Optional Redemption”) hereof.

If a Note is replaced pursuant to Section 2.07 (“Replacement Notes”) hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser.

If the principal amount of any Note is considered paid under Section 4.01 (“Payment of Notes”) hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes will be deemed to be no longer outstanding and will cease to accrue interest.

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Section 2.09 Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company or any Guarantor, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any Guarantor, will be considered as though not outstanding, except that for the purposes of determining whether the Trustee will be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee knows are so owned will be so disregarded.

Section 2.10 Temporary Notes.

Until certificates representing Notes are ready for delivery, the Company may prepare and the Trustee, upon receipt of an Authentication Order, will authenticate temporary Notes. Temporary Notes will be substantially in the form of certificated Notes but may have variations that the Company considers appropriate for temporary Notes and as may be reasonably acceptable to the Trustee. Without unreasonable delay, the Company will prepare and the Trustee will authenticate definitive Notes in exchange for temporary Notes.

Holders of temporary Notes will be entitled to all of the benefits of this Indenture.

Section 2.11 Cancellation.

The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent will forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else will cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and will destroy canceled Notes (subject to the record retention requirement of the Exchange Act and the Trustee). Certification of the destruction or cancellation of all canceled Notes will be delivered to the Company upon written request. The Company may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.

Section 2.12 Default Interest; Additional Interest.

The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal, premium, if any, and interest (without regard to any applicable grace period) from time to time on demand at the rate equal to 2% per annum in excess of the then applicable interest rate on the Notes to the extent lawful to the Persons who are Holders on a subsequent Record Date, in each case at the rate provided as set forth in the Notes and consistent with Section 4.01 (“Payment of Notes”) hereof (“Default Interest”). The Company will notify the Trustee in writing of the amount of Default Interest proposed to be paid on each Note and the date of the proposed payment. The Company will fix or cause to be fixed each such Record Date and Interest Payment Date; provided that no such Record Date may be less than 10 days prior to the related Interest Payment Date. At least 15 days before the Record Date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) will mail or cause to be sent to Holders a notice that states the Record Date, the related Interest Payment Date and the amount of such interest to be paid.

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The Company will pay Additional Interest, if any, to Holders pursuant to the Registration Rights Agreement.

Section 2.13 Persons Deemed Owners.

The Holder of a Note may be treated as its owner for all purposes. Only Holders have rights under this Indenture and the Notes.

Section 2.14 Interest Payment Date; Record Date.

Interest on outstanding Notes will accrue at the rate of 7.125% per year and will be payable semi-annually in arrears on April 1 and October 1 of each year, commencing on October 1, 2013 (each, an “Interest Payment Date”). The Company will make each interest payment to the Holders of record on the immediately preceding March 15 and September 15 (each, a “Record Date”). Interest on the Notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

ARTICLE 3

REDEMPTION AND PURCHASE

Section 3.01 Notices to Trustee.

If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 (“Optional Redemption”) or Section 3.08 (“Optional Redemption for Changes in Withholding Taxes”), it must furnish to the Trustee, at least 35 days (unless the Trustee permits a shorter period) but not more than 60 days before a Redemption Date, an Officers’ Certificate setting forth:

(1) the clause of this Indenture pursuant to which the redemption shall occur;

(2) the Redemption Date;

(3) the principal amount of Notes to be redeemed; and

(4) the redemption price.

Section 3.02 Selection of Notes to Be Redeemed or Purchased.

If less than all of the Notes are to be redeemed at any time, the Trustee will select Notes for redemption on a pro rata basis, by lot or by such other method as the Trustee considers fair and appropriate, unless otherwise required by law or applicable stock exchange or Depositary requirements.

In the event of partial redemption or purchase, the particular Notes to be redeemed or purchased will be selected, unless otherwise provided herein, not less than 35 (unless the Trustee permits a shorter period) nor more than 60 days prior to the Redemption Date or Purchase Date by the Trustee from the outstanding Notes not previously called for redemption or purchase.

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The Trustee will promptly notify the Company in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected will be in minimum amounts of $2,000 and integral multiples of $1,000; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase.

Section 3.03 Notice of Redemption.

Subject to the provisions of Section 3.10 (“Offer to Purchase by Application of Excess Proceeds”) hereof, at least 30 days but not more than 60 days before a Redemption Date, the Company shall send (or transmit otherwise in accordance with the procedure of DTC), a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be sent more than 60 days prior to a Redemption Date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Articles 8 or 10 hereof.

The notice will identify the Notes to be redeemed and will state:

(1) the Redemption Date;

(2) the redemption price;

(3) if the Notes are being redeemed in part:

(A) that the Trustee shall select Notes for redemption on a pro rata basis, by lot or by such other method as the Trustee considers fair and appropriate, unless otherwise required by law or applicable stock exchange or Depositary requirements, and in any case, not in parts of $2,000 or less; and

(B) the portion of the principal amount of such Notes to be redeemed and that, after the Redemption Date upon surrender of such Notes, a Note or Notes in principal amount equal to the unredeemed portion will be issued upon cancellation of the original Note (and in the case of global notes, in accordance with the procedures of DTC);

(4) the name and address of the Paying Agent;

(5) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(6) that, unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the Redemption Date;

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(7) the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed;

(8) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes; and

(9) if any such redemption or notice is subject to satisfaction of one or more conditions precedent, that in the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date so delayed.

At the Company’s request, the Trustee will give the notice of redemption in the Company’s name and at its expense; provided, however, that the Company has delivered to the Trustee, at least 45 days prior to the Redemption Date, an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information (or a shorter period as agreed to by the Trustee) to be stated in such notice as provided in this Section above.

Section 3.04 Effect of Notice of Redemption.

Once notice of redemption is sent in accordance with Section 3.03 (“Notice of Redemption”) hereof, Notes called for redemption become irrevocably due and payable on the Redemption Date at the redemption price. A notice of redemption may, at the Company’s option and discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an Equity Offering or Change of Control, as the case may be.

Section 3.05 Deposit of Redemption or Purchase Price.

No later than 10:00 a.m. Eastern Time on the Redemption Date or Purchase Date, the Company will deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued interest on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent will promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption or purchase price of, and accrued interest on, all Notes to be redeemed or purchased.

If the Company complies with the provisions of the preceding paragraph, on and after the Redemption Date or Purchase Date, interest will cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such Record Date. If any Note called for redemption or purchase is not so paid upon surrender for redemption or purchase because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the Redemption Date or Purchase Date until such principal is paid, and to the extent lawful, on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 (“Payment of Notes”) hereof.

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Section 3.06 Notes Redeemed or Purchased in Part.

Upon surrender of a Note that is redeemed or purchased in part, the Company will issue and, upon receipt of an Authentication Order, the Trustee will authenticate for the Holder at the expense of the Company a Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered.

Section 3.07 Optional Redemption.

(a) Except as set forth in clauses (b), (c) and (d) of this Section 3.07, the Notes shall not be redeemable at the option of the Company prior to April 1, 2018.

(b) At any time prior to April 1, 2018, the Company may, at its option, redeem the Notes, in whole or in part, at one time or from time to time, upon not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to, the applicable Redemption Date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date in respect of then outstanding Notes.

(c) On or after April 1, 2018, the Company may redeem the Notes, in whole or in part, at one time or from time to time, upon not less than 30 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed, to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant Interest Payment Date:

For the Period Below	Percentage
On or after April 1, 2018		103.5625	%
On or after April 1, 2019		102.3750	%
On or after April 1, 2020		101.1875	%
On or after April 1, 2021 and thereafter		100.0000	%

Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date.

(d) At any time prior to April 1, 2016, the Company may, at its option, redeem up to 35% of the aggregate principal amount of Notes, at one time or from time to time, issued under this Indenture (which amount includes Additional Notes, if any) at a redemption price equal to 107.125% of the principal amount, plus accrued and unpaid interest and Additional Interest, if any, to the applicable Redemption Date, with the net cash proceeds of one or more Equity Offerings; provided that (i) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 60 days of the date of the closing of such Equity Offering.

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(e) Any redemption pursuant to this Section shall be made pursuant to the provisions of Sections 3.01 (“Notices to Trustee”) through 3.06 (“Notes Redeemed or Purchased in Part”) hereof.

Section 3.08 Optional Redemption for Changes in Withholding Taxes

(a) At any time, the Company may redeem all, but not less than all, of the Notes, on not less than 30 nor more than 60 days’ notice to the Holders, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and any Additional Amounts to the extent any Additional Amounts are due and owing to the applicable Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in the event that the Company or the Guarantors, as the case may be, has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts as a result of a change in or an amendment to the laws (including any regulations or rulings promulgated thereunder) of any Specified Tax Jurisdiction (or any relevant jurisdiction, political subdivision or taxing authority thereof or therein), or any change in or amendment to any official position regarding the application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the date of this Indenture, and the Company or the Guarantors, as the case may be, cannot avoid such obligation by taking reasonable measures available to them; provided that the Board of Directors of Parent determines in good faith that the aggregate amount of such Additional Amounts would create additional annual costs in excess of 0.50% of the aggregate principal amount of Notes then outstanding; and

(1) no such notice of redemption shall be given earlier than 60 days prior to the earliest date on which the Company or the Guarantors, as the case may be, would be obligated to pay such Additional Amounts if a payment in respect of the Notes or the Note Guarantee were then due, and

(2) at the time any such redemption notice is given, such obligation to pay Additional Amounts must remain in effect.

Prior to any redemption of the Notes, the Company will be required to deliver to the Trustee (i) an Officers’ Certificate stating that (x) the Company or the Guarantors, as the case may be, cannot avoid obligations to pay Additional Amounts by taking reasonable measures available to them and (y) the Company is otherwise entitled to effect such redemption and attaching the resolutions of the Board of Directors of Parent as to additional annual costs described above and (ii) an opinion of independent legal counsel of recognized standing stating that the Company would be obligated to pay Additional Amounts as a result of a change in tax laws or regulations and, in the case of (i) and (ii), stating that the conditions precedent to the right of redemption have occurred. No such notice of redemption may be given more than 60 days before or more than 270 days after the Company or any Guarantors, as the case may be, first becomes liable or aware of the liability to pay any Additional Amounts as a result of a change or amendment described above.

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(b) Any redemption pursuant to this Section shall be made pursuant to the provisions of Sections 3.01 (“Notices to Trustee”) through 3.06 (“Notes Redeemed or Purchased in Part”) hereof.

Section 3.09 Mandatory Redemption Upon Event of Loss of a Vessel.

(a) Upon the occurrence or happening of any Event of Loss, the Company shall be required to redeem Notes and other Pari Passu Obligations containing provisions similar to those set forth in this Indenture with respect to a redemption upon an Event of Loss, the maximum principal amount of Notes and such other Pari Passu Obligations that may be purchased out of the Event of Loss Proceeds received in respect of such loss (rounded to the nearest $1,000) upon not less than 30 nor more than 60 days’ notice to the Holders, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest on the Notes redeemed to the applicable Redemption Date. Such notice shall contain the information required by Section 3.01 (“Notices to Trustee”) hereof.

(b) The Company shall deliver the redemption notice to the Holders within 30 days of the receipt of any Event of Loss Proceeds. If the aggregate principal amount of Notes and other Pari Passu Obligations exceeds the amount of Event of Loss Proceeds, the Pari Passu Collateral Agent shall select Notes and such other Pari Passu Obligations to be redeemed on a pro rata basis (or as near to a pro rata basis as permitted by the Applicable Procedures). All Event of Loss Proceeds received in respect of an Event of Loss shall be required to be deposited in a deposit account controlled by the Pari Passu Collateral Agent and held as Common Collateral subject to a Lien under the Collateral Agreements pending their application to redemption of Notes and such other Pari Passu Obligations and, from such deposit account, the Pari Passu Collateral Agent may withdraw funds to deploy the Event of Loss Proceeds in compliance with the foregoing. Other than as specifically provided in this Section 3.09, any redemption pursuant to this Section shall be made pursuant to the provisions of Sections 3.01 (“Notices to Trustee”) through 3.06 (“Notes Redeemed or Purchased in Part”) hereof.

Section 3.10 Offer to Purchase by Application of Excess Proceeds.

In the event that, pursuant to Section 4.18 (“Asset Sales”) hereof, the Company shall be required to commence an Asset Sale Offer (the “Offer to Purchase”), it will follow the procedures specified below and in Sections 4.18(c), (d), (e) and (f) (“Asset Sales”):

(a) The Offer to Purchase shall be made to all Holders and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets.

(b) The Offer to Purchase will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”).

(c) No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Company will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Offer to Purchase. Payment for any Notes so purchased will be made in the same manner as interest payments are made.

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(d) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest will be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders who tender Notes pursuant to the Offer to Purchase.

(e) Upon the commencement of an Offer to Purchase, the Company will send, by first class mail, a notice to the Trustee and each of the Holders. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Purchase. The notice, which will govern the terms of the Offer to Purchase, will state:

(1) that such Offer to Purchase is being made pursuant to this Section 3.10 and Section 4.18 (“Asset Sales”) hereof and the length of time such Offer to Purchase will remain open;

(2) the Offer Amount, the purchase price and the Purchase Date;

(3) that any Note not tendered or accepted for payment will continue to accrue interest;

(4) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to such Offer to Purchase will cease to accrue interest after the Purchase Date;

(5) that Holders electing to have a Note purchased pursuant to such Offer to Purchase may elect to have Notes purchased in amounts not less than $2,000 and, thereafter, in integral multiples of $1,000 only;

(6) that Holders electing to have Notes purchased pursuant to such Offer to Purchase will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date;

(7) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

(8) that, if the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by Holders thereof exceeds the Offer Amount, the Trustee will select the Notes and the Company will select other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness surrendered (with such adjustments as may be deemed appropriate by the Company so that no Note of $2,000 or less can be redeemed in part and that minimum denominations of $1,000 in excess thereof are maintained); and

(9) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer).

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On or before the Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Purchase, or if less than the Offer Amount has been tendered, all Notes tendered, and will deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.10 and Section 4.18 (“Asset Sales”). The Company, the Depositary or the Paying Agent, as the case may be, will promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and the Company will promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order from the Company, will authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Offer to Purchase on the Purchase Date.

(f) Other than as specifically provided in this Section 3.10, any redemption pursuant to this Section 3.10 shall be made pursuant to the provisions of Sections 3.01 (“Notices to Trustee”) through 3.06 (“Notes Redeemed or Purchased in Part”) hereof.

The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to any Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 3.10 or Section 4.18 (“Asset Sales”) of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 3.10 or Section 4.18 (“Asset Sales”) of this Indenture by virtue of such conflict.

ARTICLE 4

COVENANTS

Section 4.01 Payment of Notes.

The Company will pay or cause to be paid the principal of, premium, if any, and interest on, the Notes on the dates and in the manner provided in this Indenture and the Notes. Principal, premium, and interest will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds, as of 10:00 a.m. Eastern Time on the due date, money deposited by the Company in immediately available funds and designated for and

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sufficient to pay all principal, premium, if any, and interest then due. The Company shall pay Additional Interest, if any, pursuant to the Registration Rights Agreement, in the same manner, on the dates and in the amounts in each case as other interest is paid as set forth in the Notes.

Section 4.02 Maintenance of Office or Agency.

The Company will maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 (“Registrar and Paying Agent”) hereof.

Section 4.03 Corporate Existence.

Except as otherwise permitted by Article 5, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect:

(1) its corporate existence, and the corporate, partnership or other existence of each of its Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any such Subsidiary; and

(2) the rights (charter and statutory), licenses and franchises of the Company and its Subsidiaries;

provided, however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Subsidiaries, if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries, taken as a whole, and that the loss thereof would not have a material adverse effect on the Company and its Subsidiaries, taken as a whole.

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Section 4.04 Compliance Certificate.

(a) The Company and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her actual knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have actual knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her actual knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

(b) So long as any of the Notes are outstanding, the Company will deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

Section 4.05 Taxes.

The Company will pay, and will cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

Section 4.06 Stay, Extension and Usury Laws.

The Company and each of the Guarantors covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company and each of the Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted.

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Section 4.07 Restricted Payments.

(a) The Company will not, and neither Parent nor the Company will permit any of the Restricted Subsidiaries to, directly or indirectly:

(1) declare or pay any dividend or make any other payment or distribution on account of Equity Interests of the Company, any Restricted Subsidiary or any direct or indirect parent of the Company (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of the Restricted Subsidiaries) or to the direct or indirect holders of the Company’s, any of the Restricted Subsidiaries’ or any direct or indirect parent of the Company’s Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company and other than dividends or distributions payable to the Company or any Restricted Subsidiary);

(2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company;

(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of Parent, the Company or any Restricted Subsidiary that is a Guarantor that is contractually subordinated to the Notes or to any Note Guarantee (excluding any intercompany Indebtedness between or among Parent, the Company and any of such Restricted Subsidiaries that are Guarantors), except a payment of regularly scheduled interest or principal at the Stated Maturity thereof; or

(4) make any Restricted Investment

(all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as “Restricted Payments”),

unless, at the time of and after giving effect to such Restricted Payment:

(1) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

(2) the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made on the first day of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in Section 4.08(a)(2) (“Incurrence of Indebtedness and Issuance of Preferred Stock”) hereof; and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and the Restricted Subsidiaries since the date of this Indenture (excluding Restricted Payments permitted by clauses (2), (3), (4), (9) and (10) of subsection (b) of this Section 4.07), is less than the sum, without duplication, of:

(A) 50% of the Consolidated Net Income of the Company and the Restricted Subsidiaries on a combined or consolidated basis, as the case may be, for the period (taken as one accounting period) from the first day of the first fiscal

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quarter commencing after the Issue Date to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

(B) 100% of the aggregate net cash proceeds received by the Company since the date of this Indenture as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Company that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Company); plus

(C) to the extent that any Restricted Investment that was made after the date of this Indenture is sold for cash or otherwise liquidated or repaid for cash, the lesser of (i) the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any) and (ii) the initial amount of such Restricted Investment; plus

(D) to the extent that any Unrestricted Subsidiary designated as such after the date of this Indenture is redesignated as a Restricted Subsidiary after the date of this Indenture, the lesser of (i) the Fair Market Value of Parent’s or the Company’s Investment in such Subsidiary, as the case may be, as of the date of such redesignation or (ii) such Fair Market Value as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary after the date of this Indenture; plus

(E) 50% of any dividends received by the Company or any Restricted Subsidiary after the date of this Indenture from an Unrestricted Subsidiary, to the extent that such dividends were not otherwise included in the Consolidated Net Income of the Company for such period; plus

(F) $25.0 million.

(b) So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions will not prohibit:

(1) the payment of any dividend or distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or distribution or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend, distribution or redemption payment would have complied with the provisions of this Indenture;

(2) the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the sale (other than to a Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Stock) or from the contribution of common equity capital to the Company, in each case, within 180 days of such exchange, sale or

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contribution; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (3)(B) of the preceding paragraph;

(3) the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of the Company or any Restricted Subsidiary that is contractually subordinated to the Notes or to any Note Guarantee with the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness;

(4) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary to the holders of its Equity Interests on a pro rata basis;

(5) the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of the Company or any Restricted Subsidiary issued after the date of this Indenture in accordance with the Consolidated Interest Coverage Ratio test set forth in Section 4.08(a)(2) (“Incurrence of Indebtedness and Issuance of Preferred Stock”);

(6) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(7) Restricted Payments by the Company or any Restricted Subsidiary to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or warrants or upon the conversion or exchange of Capital Stock of any such Person;

(8) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company or any Restricted Subsidiary held by any current or former officer, director or employee of the Company or any of its Restricted Subsidiaries pursuant to any equity subscription agreement, severance agreement, stock option agreement, shareholders’ agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $2.0 million in any twelve-month period (with any portion of such $2.0 million that is unused in any twelve-month period to be carried forward to successive twelve-month periods and added to such amount);

(9) Permitted Parent Payments; and

(10) Permitted Operating Expense and Tax Reimbursements.

(c) The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued by this Section will be determined by the Board of Directors of Parent whose

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resolution with respect thereto will be delivered to the Trustee. Such Board of Directors’ determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the Fair Market Value exceeds 3.5% of Parent’s Consolidated Tangible Assets.

Section 4.08 Incurrence of Indebtedness and Issuance of Preferred Stock.

(a) Neither Parent nor the Company will, and neither of them will permit any of the Restricted Subsidiaries or any Other Guarantor to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), none of Parent, the Company, any of the Restricted Subsidiaries or any Other Guarantor will issue any Disqualified Stock, and the Company will not, and neither Parent nor the Company, will permit any of the Restricted Subsidiaries or any Other Guarantor to, issue any shares of preferred stock; provided, however, that:

(1) Parent or any Other Guarantor may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock and any Other Guarantor may issue shares of preferred stock, if the Consolidated Interest Coverage Ratio of Parent and its Subsidiaries on a consolidated basis, for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued, as the case may be, would have been at least 2.0 to 1; or

(2) the Company or any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock or other shares of preferred stock, if the Consolidated Interest Coverage Ratio of the Company and the Restricted Subsidiaries on a consolidated basis for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or other shares of preferred stock is issued, as the case may be, would have been at least 2.0 to 1,

in each case determined on a pro forma basis (including a pro forma application of the Net Proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or other shares of preferred stock had been issued, as the case may be, on the first day of such four-quarter period.

(b) The provisions of Section 4.08(a) (“Incurrence of Indebtedness and Issuance of Preferred Stock”) hereof will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

(1) the incurrence by Parent, the Company and the Guarantors of additional Indebtedness and letters of credit under a Credit Facility (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and the Guarantors thereunder) in a maximum aggregate principal amount at any one time outstanding under this clause (1) not to exceed $200.0 million;

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(2) the incurrence by the Company and any Guarantor of Indebtedness represented by (a) the Term Loan Facility (and any guarantees thereof) in an aggregate principal amount for this clause (2)(a) at any one time outstanding not to exceed $500.0 million and (b) the Second Term Loan Facility (and any guarantees thereof) in an aggregate principal amount for this clause (2)(b) at any one time outstanding not to exceed $350.0 million;

(3) the incurrence by the Company and any Guarantor of Indebtedness represented by the Notes and the related Note Guarantees to be issued on the Issue Date and the exchange notes and related Note Guarantees to be issued pursuant to the Registration Rights Agreement;

(4) the incurrence by Parent, the Company, any Other Guarantor or any Restricted Subsidiary of Existing Indebtedness (other than Indebtedness described in clauses (1), (2) and (3) of this Section 4.08(b));

(5) the incurrence by Parent, the Company, the Restricted Subsidiaries or any Other Guarantor of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used in the business of the Company, the Restricted Subsidiaries or such Other Guarantor, provided that Parent would be able to incur at least $1.00 of additional Indebtedness pursuant to the ratio set forth in Section 4.08(a)(1) after giving effect to the incurrence of any such Indebtedness pursuant to this clause (5);

(6) Indebtedness of (a) Parent or any Other Guarantor (b) the Company and the Restricted Subsidiaries incurred and outstanding on or prior to the date on which a new Subsidiary was acquired by Parent, any Other Guarantor, the Company or such Restricted Subsidiary (other than Indebtedness incurred in contemplation of, or in connection with, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary of or was otherwise acquired by Parent, an Other Guarantor, the Company or such Restricted Subsidiary); provided, however, that (a) on the date that such Subsidiary is acquired by, or is merged into the Company, such Restricted Subsidiary or such Other Guarantor, Parent or the Company, as applicable, would have been able to incur at least $1.00 of additional Indebtedness pursuant to the ratio set forth in clause (a)(1) or (a)(2), as the case may be, of this Section 4.08 after giving effect to the incurrence of such Indebtedness pursuant to this clause (6); and (b) the new Subsidiary becomes a Restricted Subsidiary and a Guarantor or an Other Guarantor;

(7) the incurrence by Parent, the Company, any Restricted Subsidiary or any Other Guarantor of Permitted Refinancing Indebtedness in exchange for, or the Net Proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be incurred under the first paragraph of this Section or clauses (2) (3), (4), (6) or this clause (7);

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(8) the incurrence by (a) the Company or any Restricted Subsidiary of intercompany Indebtedness between or among the Company and the Restricted Subsidiaries or (b) Parent or any Other Guarantor of intercompany Indebtedness between or among Parent and the Other Guarantors; provided, however, that:

(1) if (A) the Company or any Restricted Subsidiary is the obligor on such Indebtedness and the payee is not the Company or a Restricted Subsidiary or (B) Parent or any Other Guarantor is the obligor on such Indebtedness and the payee is not Parent or an Other Guarantor, as applicable, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the Notes and the Note Guarantees; and

(2) any (A) subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Parent, the Company, a Restricted Subsidiary or an Other Guarantor, or (B) sale or other transfer of any such Indebtedness to a Person that is not Parent, the Company, a Restricted Subsidiary or Other Guarantor,

will be deemed, in each case, to constitute an incurrence of such Indebtedness by Parent, the Company, such Restricted Subsidiary or such Guarantor, as the case may be, that was not permitted by this clause (8);

(9) the incurrence by Parent, the Company, any Restricted Subsidiary or an Other Guarantor of Hedging Obligations in the ordinary course of business;

(10) the guarantee by Parent, the Company, any Restricted Subsidiary or any Other Guarantor of Indebtedness of Parent, the Company, any Restricted Subsidiary or any Other Guarantor that was permitted to be incurred by another provision of this Section 4.08; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the Notes, then the guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed;

(11) the incurrence by the Company or any Restricted Subsidiary of Indebtedness in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, and performance and surety bonds in the ordinary course of business;

(12) the incurrence by Parent, the Company, any Restricted Subsidiary or any Other Guarantor of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five Business Days;

(13) the incurrence by Parent, the Company, any Restricted Subsidiary or any Other Guarantor of Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or guarantees or letters of credit, surety bonds or performance bonds securing any obligations of Parent, the Company, any Restricted Subsidiary or any Other Guarantor pursuant to such agreements, in any case

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incurred in connection with the disposition of any business, assets or Restricted Subsidiary (other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition), so long as the amount does not exceed the gross proceeds actually received by Parent, the Company, any Restricted Subsidiary or any Other Guarantor in connection with such disposition; and

(14) the incurrence by Parent, the Company, any Restricted Subsidiary or any Other Guarantor of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (14), not to exceed $125.0 million.

None of Parent, the Company or any of the Restricted Subsidiaries or any Other Guarantor will incur any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of Parent, the Company or such Restricted Subsidiary or Other Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the Notes and the applicable Note Guarantee on substantially identical terms; provided, however, that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness solely by virtue of being unsecured or by virtue of being secured on a junior Lien basis.

For purposes of determining compliance with this Section 4.08, in the event that an item of proposed Indebtedness, Disqualified Stock or preferred stock meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (14) above, or is entitled to be incurred pursuant to paragraph (a) of this Section 4.08, Parent, the Company or the applicable Restricted Subsidiary will be permitted to divide and classify such item of Indebtedness on the date of its incurrence, or later re-divide or re-classify all or a portion of such item of Indebtedness, Disqualified Stock or preferred stock in any manner that complies with this Section 4.08. The accrual of interest or preferred stock dividends, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on preferred stock in the form of shares of the same class of preferred stock, Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock or preferred stock for purposes of this Section 4.08; provided, in each such case, that the amount of any such accrual, accretion or payment is included in Consolidated Interest Expense of the Company as accrued. Notwithstanding any other provision of this Section 4.08, the maximum amount of Indebtedness that Parent, the Company or the applicable Restricted Subsidiary or Other Guarantor may incur pursuant to this Section shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

The amount of any Indebtedness outstanding as of any date will be:

(1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

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(2) the principal amount of the Indebtedness, in the case of any other Indebtedness; and

(3) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

(A) the Fair Market Value of such assets at the date of determination; and

(B) the amount of the Indebtedness of the other Person.

Section 4.09 Liens.

Neither Parent nor the Company will, and neither of them will permit any of the Restricted Subsidiaries or any Other Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind on any asset or property now owned or hereafter acquired that secures any Obligations under any Indebtedness (except Permitted Liens).

Section 4.10 Dividend and Other Payment Restrictions Affecting Subsidiaries.

Neither Parent nor the Company will, and neither of them will permit any of the Restricted Subsidiaries or any Other Guarantor to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of the Restricted Subsidiaries or Other Guarantor to:

(1) pay dividends or make any other distributions on its Capital Stock to the Company or any of the Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of the Restricted Subsidiaries;

(2) make loans or advances to the Company or any of the Restricted Subsidiaries; or

(3) sell, lease or transfer any of its properties or assets to the Company or any of the Restricted Subsidiaries.

However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(1) any Credit Facility, provided that the encumbrances and restrictions contained therein, including any related collateral documents, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in this Indenture;

(2) agreements governing Existing Indebtedness, the Term Loan Facility and the Second Term Loan Facility as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or

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refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture;

(3) this Indenture, the Notes and Note Guarantees;

(4) applicable law, rule, regulation or order;

(5) any instrument governing Indebtedness or Equity Interests of a Person acquired by Parent, the Company, any of the Restricted Subsidiaries or any Other Guarantor as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;

(6) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business;

(7) purchase money obligations for property acquired in the ordinary course of business, mortgage financings and Capital Lease Obligations that impose restrictions on the property purchased or mortgaged or leased of the nature described in clause (3) of the preceding paragraph;

(8) any agreement for the sale or other disposition of any Restricted Subsidiary or Other Guarantor that restricts distributions by that Restricted Subsidiary or Other Guarantor pending the sale or other disposition;

(9) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(10) Liens permitted to be incurred under Section 4.09 (“Liens”) that limit the right of the debtor to dispose of the assets subject to such Liens;

(11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;

(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

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(13) restrictions contained in, or in request of, Hedging Obligations permitted to be incurred by this Indenture; and

(14) any customary encumbrances or restrictions imposed pursuant to any agreement of the type described in the definition of “Permitted Investments.”

Section 4.11 Transactions with Affiliates.

(a) Neither Parent nor the Company will, and neither of them will permit any of the Restricted Subsidiaries or any Other Guarantor to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of Parent, the Company, any Restricted Subsidiary or any Other Guarantor (each, an “Affiliate Transaction”) unless:

(1) the Affiliate Transaction is on terms that are no less favorable to Parent, the Company, any applicable Restricted Subsidiary or any applicable Other Guarantor than those that would have been obtained in a comparable transaction by Parent, the Company, any applicable Restricted Subsidiary or any applicable Other Guarantor with an unrelated Person or, if there is no such comparable transaction, on terms that are fair and reasonable to Parent, the Company, any applicable Restricted Subsidiary and any applicable Other Guarantor and reflect an arms’ length negotiation; and

(2) Parent delivers to the Trustee:

(A) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, a resolution of the Board of Directors of Parent set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this Section 4.11 and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of Parent; and

(B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $100.0 million, an opinion as to the fairness to Parent, the Company, any applicable Restricted Subsidiary or any applicable Other Guarantor of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

(b) The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by Parent or any of its Subsidiaries in the ordinary course of business and payments pursuant thereto;

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(2) payment of reasonable directors’ fees to Persons who are not otherwise Affiliates of Parent;

(3) transactions between or among Parent, the Company, any of the Restricted Subsidiaries or any Other Guarantor;

(4) transactions between or among Parent and/or any of its Subsidiaries (excluding transactions involving the Company, any of the Restricted Subsidiaries or any Other Guarantor);

(5) loans or advances to employees of Parent in the ordinary course of business not to exceed $5.0 million in the aggregate at any one time outstanding;

(6) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;

(7) Restricted Payments that do not violate Section 4.07 (“Restricted Payments”);

(8) any agreement as in effect on the Issue Date or any amendments, renewals or extensions of any such agreement (so long as such amendments, renewals or extensions are not less favorable to the Holders); and

(9) transactions between or among any Excluded Parent Subsidiary, on the one hand and Parent and any of its other Subsidiaries (excluding transactions involving the Company, any of the Restricted Subsidiaries or any Other Guarantor), on the other hand, provided that such transaction is entered into in the ordinary course of business and on an arm’s length basis and that any such transaction has been approved by a majority of the disinterested members of the Board of Directors of Parent pursuant to a resolution of the Board of Directors of Parent set forth in an Officers’ Certificate.

Section 4.12 Business Activities.

Neither Parent nor the Company will, and neither of them will permit any of the Restricted Subsidiaries or any Other Guarantor to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the Company and the Restricted Subsidiaries taken as a whole.

Section 4.13 Additional Note Guarantees.

If (a) the Company or any of the Restricted Subsidiaries acquire or create another Subsidiary, (b) Parent acquires or creates another Subsidiary to directly or indirectly own the Equity Interests of the Company, any of the Restricted Subsidiaries or any Other Guarantor, (c) any Subsidiary of the Company that is not already a Guarantor guarantees any Credit Facility, the Term Loan Facility, the Second Term Loan Facility or any other Pari Passu Obligation or owns any Vessel, (d) any Subsidiary of Parent or the Company that is not already a Guarantor is the subject of a Contract Winning Trigger or (e) any Subsidiary of Parent or the Company that is not already a Guarantor becomes an Internal Charterer, after the Issue Date, then Parent or the Company, as applicable, will:

(1) cause that Subsidiary to

(A) execute a supplemental indenture and a Note Guarantee pursuant to which it will become a Guarantor,

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(B) execute amendments to or otherwise accede to or join the Collateral Agreements and cause the same to be perfected pursuant to which it becomes subject to the obligations of a Guarantor thereunder and pledge its assets, including the Equity Interests it owns in any of its Subsidiaries, pursuant to the Collateral Agreements; and

(C) execute an amendment to the Registration Rights Agreement to join that agreement in the same way and capacity as the other Guarantors;

and

(2) deliver an Opinion of Counsel reasonably satisfactory in form to the Trustee, in each case within 20 Business Days of the date on which the Subsidiary was acquired or created or otherwise becomes subject to this Section; provided that any applicable Subsidiary may be released from its Note Guarantee and related pledge following the occurrence of a Contract Unwind Trigger provided the conditions to that release are satisfied.

In addition, to the extent any such Subsidiary (a) is not already a direct or indirect Subsidiary of the Company and (b) does not constitute an Other Guarantor, Parent shall cause the Equity Interests of such Subsidiary to be transferred to the Company or a Restricted Subsidiary within 20 Business Days of such Subsidiary executing a Note Guarantee or as soon as practicable where applicable local law requires additional time for compliance with applicable legal requirements.

Section 4.14 Designation of Restricted and Unrestricted Subsidiaries.

(a) The Board of Directors of Parent may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if:

(1) the Company could make the Restricted Payment which is deemed to occur upon such designation in accordance with Section 4.07 (“Restricted Payments”) equal to the appropriate Fair Market Value of all outstanding Investments owned by Parent, the Company and the Restricted Subsidiaries in such Subsidiary at the time of such designation;

(2) such Restricted Subsidiary meets the definition of an “Unrestricted Subsidiary”;

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(3) the designation would not constitute or cause (with or without the passage of time) a Default or Event of Default or no Default or Event of Default would be in existence following such designation; and

(4) the Company delivers to the Trustee a certified copy of a resolution of the Board of Directors of Parent giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 (“Restricted Payments”).

If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Parent, the Company and the Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 4.07 (“Restricted Payments”) or under one or more clauses of the definition of Permitted Investments, as determined by the Company.

If, at any time, any Unrestricted Subsidiary designated as such would fail to meet the preceding requirements as an Unrestricted Subsidiary or any other Unrestricted Subsidiary would fail to meet the definition of an “Unrestricted Subsidiary,” then such Subsidiary will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.08 (“Incurrence of Indebtedness and Issuance of Preferred Stock”), the Company or the applicable Restricted Subsidiary will be in default of such covenant.

In connection with the occurrence of a Contract Unwind Trigger, Parent or the Company may cause an applicable Restricted Subsidiary to be designated an Unrestricted Subsidiary if it meets the conditions set forth in this clause (a) of Section 4.14.

(b) The Board of Directors of Parent may at any time designate any Unrestricted Subsidiary or Subsidiary of Parent to be a Restricted Subsidiary if:

(1) the Company and the Restricted Subsidiaries could incur the Indebtedness which is deemed to be incurred upon such designation under Section 4.08 (“Incurrence of Indebtedness and Issuance of Preferred Stock”), equal to the total Indebtedness of such Subsidiary calculated on a pro forma basis as if such designation had occurred on the first day of the four-quarter reference period;

(2) the designation would not constitute or cause a Default or Event of Default; and

(3) the Company delivers to the Trustee a certified copy of a resolution of the Board of Directors of Parent giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions, including the incurrence of Indebtedness under Section 4.08 (“Incurrence of Indebtedness and Issuance of Preferred Stock”).

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Parent or the Company shall be required to designate each applicable Subsidiary to become a Restricted Subsidiary and a Guarantor and pledge its assets and property as Collateral pursuant to Section 4.13 (“Additional Note Guarantees”) and shall be required to comply with the conditions set forth in this clause (b) of this Section 4.14 in connection therewith within 20 Business Days or as soon as practicable where applicable local law requires additional time for compliance with applicable legal requirements. For the avoidance of doubt, no direct or indirect Subsidiary of Parent may become a Restricted Subsidiary for purposes of this Indenture if such Subsidiary is a Subsidiary of Parent but not the Company.

Section 4.15 Payments for Consent.

Neither Parent nor the Company will, and neither of them will permit any of the Restricted Subsidiaries, any Other Guarantor or any of their respective Affiliates to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Section 4.16 Reports.

(a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, Parent or the Company will furnish to the Holders or cause the Trustee to furnish to the Holders of Global Notes, within the time periods specified in the SEC’s rules and regulations:

(1) all quarterly reports on Form 10-Q and annual reports on Form 10-K that would be required to be filed with the SEC on such forms if Parent or the Company were required to file such reports under the Exchange Act;

(2) all current reports on Form 8-K that would be required to be filed with the SEC on such form if Parent or the Company were required to file such reports under the Exchange Act; and

(3) in a footnote to Parent’s financial statements included in quarterly or annual reports to be filed or furnished pursuant to clauses (1) and (2) of this Section 4.16(a), the financial information required to comply with Rule 3-10 of Regulation S-X under the Securities Act.

All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by Parent’s certified independent accountants. In addition, Parent will post the reports on its website within the time periods specified in the rules and regulations applicable to such reports and Parent will file a copy of each of the reports referred to in clauses (1) and (2) of this Section 4.16(a) with the SEC for public availability within those time periods (unless the SEC will not accept such a filing). Parent and the Company will be deemed to have furnished such reports referred to above to the Trustee and Holders if Parent has filed such reports with the SEC via the EDGAR filing system (or any successor system) and such reports are publicly available.

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If at any time the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, Parent or the Company will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.16(a) with the SEC within the time periods specified by the SEC for registrants that are non-accelerated filers unless the SEC will not accept such a filing. Neither Parent nor the Company will take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept Parent’s or the Company’s filings for any reason, Parent or the Company will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply to non-accelerated filers if Parent or the Company were required to file those reports with the SEC.

(b) The quarterly and annual reports and financial information required by the preceding paragraphs will include a Management’s Discussion and Analysis of Financial Condition and Results of Operations (the “MD&A”) of Parent, which shall include a discussion and analysis of the Company and the Restricted Subsidiaries. If the Board of Directors of Parent has designated any of the Restricted Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraphs will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and also in the MD&A, of the financial condition and results of operations of the Company and the Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.

Parent agrees that, for so long as any Notes remain outstanding, it will use commercially reasonable efforts to hold and participate in quarterly conference calls with Holders of the Notes and securities analysts relating to the financial condition and results of operations of Parent, the Company and the Restricted Subsidiaries.

(c) In addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by the preceding paragraphs, they will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(d) Delivery of such reports, information and documents to the Trustee shall be for informational purposes only, and the Trustee’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including Parent or the Company, compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on officers’ certificates).

(e) Documents filed by us with the SEC via the EDGAR system will be deemed filed with the Trustee as of the time such documents are filed via EDGAR. Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on officers’ certificates).

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Section 4.17 Offer to Repurchase Upon Change of Control.

(a) If a Change of Control occurs, each Holder will have the right to require the Company to repurchase all or any part (equal to a minimum amount of $2,000 and integral multiples of $1,000) of that Holder’s Notes pursuant to a change of control offer (a “Change of Control Offer”) on the terms set forth in this Indenture. In the Change of Control Offer, the Company shall offer a payment (the “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on the Notes repurchased to the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within ten Business Days following any Change of Control, the Company shall send a notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and stating:

(1) that the Change of Control Offer is being made pursuant to this Section 4.17 and that all Notes tendered will be accepted for payment;

(2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is sent (the “Change of Control Payment Date”);

(3) that any Note not tendered will continue to accrue interest;

(4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;

(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and

(7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount and integral multiples of $1,000.

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The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations pursuant to the provisions of this Indenture by virtue of such compliance.

(b) On or before the Change of Control Payment Date, the Company shall, to the extent lawful:

(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;

(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company.

The Paying Agent shall promptly send to each Holder properly tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such Note will be in a principal amount of $2,000 or in integral multiples of $1,000 in excess thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

The provisions described above that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable.

The Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to this Indenture as described above under Article 3 unless and until there is a default in payment of the applicable redemption price.

Section 4.18 Asset Sales.

(a) The Company shall not, and neither Parent nor the Company shall permit any of the Restricted Subsidiaries to, directly or indirectly, consummate any Asset Sale unless:

(1) Parent, the Company or the Restricted Subsidiary, as the case may be, receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of;

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(2) at least 75% of the consideration received in the Asset Sale by Parent, the Company or such Restricted Subsidiary is in the form of cash; provided, however, (i) to the extent that any disposition in such Asset Sale was of Collateral, the non-cash consideration received is pledged as Collateral under the Collateral Agreements contemporaneously with such sale, in accordance with the requirements set forth in this Indenture and (ii) any Vessel Asset Sale in respect of a Deepwater Vessel shall not be permitted until the Tungsten Explorer Delivery Date has occurred; and

(3) in the case of a Vessel Asset Sale of a Deepwater Vessel, Parent would, immediately after giving pro forma effect thereto, including the application of the net proceeds therefrom, as if the same had occurred on the first day of the applicable four-quarter period, (A) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in Section 4.08(a)(1) (“Incurrence of Indebtedness and Issuance of Preferred Stock”), or (B) have a Consolidated Interest Coverage Ratio that is no worse than the Consolidated Interest Coverage Ratio immediately prior to such Vessel Asset Sale.

For purposes of this Section 4.18, each of the following will be deemed to be cash:

(A) any liabilities, as shown on the Company’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that are assumed by the transferee of any such assets so long as the Company or such Restricted Subsidiary are released from further liability;

(B) any securities, Notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof, to the extent of the cash received in that conversion;

(C) any stock or assets of the kind referred to in clauses (2) or (4) of paragraph (b) of this Section 4.18; and

(D) any Designated Non-cash Consideration, when taken together with all other Designated Non-cash Consideration received pursuant to this clause (D) that is at that time outstanding, not to exceed 5% of the Company’s Consolidated Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value).

Any Asset Sale pursuant to an Involuntary Transfer shall not be required to satisfy the conditions set forth in clauses (1), (2) and (3) of this Section 4.18(a).

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(b) Within 360 days after the receipt of any Net Proceeds from an Asset Sale (including, without limitation, an Involuntary Transfer), Parent, the Company or the applicable Restricted Subsidiary, as the case may be, may apply such Net Proceeds:

(1) to repay Indebtedness of the Company or the Restricted Subsidiaries, including Notes and permanent reductions of Obligations under any Credit Facility (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto);

(2) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business of the Company, if, after giving effect to any such acquisition of Capital Stock, such Permitted Business is or becomes a Restricted Subsidiary;

(3) to make a capital expenditure for the Company or any of the Restricted Subsidiaries; or

(4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in the Company’s Permitted Business;

provided that clauses (2) through (4) above shall be deemed to be satisfied if a bona fide binding contract committing to make the investment, acquisition or expenditure referred to herein is entered into by Parent, the Company or any Restricted Subsidiary, as the case may be, with a Person within such 360-day period and such Net Proceeds are subsequently applied in accordance with such contract within one year and six months following the date of such Asset Sale. In the event any such contract is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, then such Net Proceeds must be applied as set forth herein and if such termination or cancellation occurs later than the 360-day period, shall constitute Excess Proceeds as set forth in Section 4.18(c).

(c) Any Net Proceeds from Asset Sales that are not applied or invested as provided in paragraph (b) of this Section 4.18 will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20.0 million, the Company shall, within ten (10) Business Days thereof, make an offer (the “Asset Sale Offer”) to all Holders and all holders of other Pari Passu Obligations containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other Pari Passu Obligations that may be purchased out of the Excess Proceeds.

(d) The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest to the date of purchase, and will be payable in cash.

(e) If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture and the Collateral Agreements; provided that pending any such application, the proceeds of the Asset Sale, whether assets, property or cash, are subject to a Lien under the Collateral Agreements.

(f) If the aggregate principal amount of Notes and other Pari Passu Obligations tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such other Pari Passu Obligations to be purchased on a pro rata basis, provided that applicable denominations of the Notes are preserved. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

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The Company shall not, and neither Parent nor the Company shall permit any Restricted Subsidiary to, enter into or suffer to exist any agreement that would place any restriction of any kind (other than pursuant to law or regulation) on the ability of the Company to make an Asset Sale Offer.

The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue of such compliance.

Section 4.19 Impairment of Security Interest.

Neither the Company nor any Guarantor shall be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Pari Passu Collateral Agent, the Trustee and the Holders of the Notes except as expressly set forth in this Indenture or the Collateral Agreements. Neither the Company nor the Guarantors shall be permitted to take any action or otherwise attempt to enforce any claim or maritime Lien against any Vessel that has priority over any claim or Lien of the Pari Passu Collateral Agent, the Trustee and the Holders of the Notes in respect of any Collateral, including any such claims or Liens arising under Ship Mortgages.

Any release of Collateral in accordance with Section 12.03 (“Release of Collateral”) and the Collateral Agreements will not be deemed to impair the security under this Indenture, and any appraiser or other expert may rely on such provision in delivering a certificate requesting release so long as all other provisions of this Indenture with respect to such release have been complied with.

Section 4.20 Withholding Taxes

(a) All payments made on behalf of the Company or any Guarantor under or with respect to the Notes or the Note Guarantees must be made free and clear of and without withholding or deduction for, or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of any Specified Tax Jurisdiction or by any authority or agency therein or thereof having power to tax (or the jurisdiction of incorporation or organization of any successor of the Company or any Guarantor) (hereinafter “Taxes”), unless the Company or the applicable Guarantor, as applicable, are so required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the relevant government authority or agency.

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(b) If the Company or any Guarantor (or any successor of any of them), as applicable, are so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or the Note Guarantee, the Company or such Guarantor (or any successor of any of them), as applicable, will be required to pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received if such Taxes had not been withheld or deducted; provided, however, that no Additional Amounts will be payable with respect to payments made to a Holder (an “Excluded Holder”) in respect of a beneficial owner:

(1) which is subject to such Taxes by reason of its being connected with any Specified Tax Jurisdiction otherwise than by the mere holding of Notes or the receipt of payments thereunder (or under the related Note Guarantee);

(2) which presents any Note for payment of principal more than 30 days after the later of (x) the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Note for payment on the last day of the applicable 30-day period;

(3) which failed duly and timely to comply with a reasonable, timely request of the Company to provide information, documents or other evidence concerning the Holder’s nationality, residence, entitlement to treaty benefits, identity or connection with any Specified Tax Jurisdiction or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (3);

(4) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax;

(5) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Note, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such payment (as the case may be) would not have been entitled to receive Additional Amounts with respect to such payment if such beneficiary, settlor, partner or beneficial owner had been the Holder of such Note;

(6) on account of Taxes imposed on a payment to an individual and required to be made pursuant to the European Union Directive on the taxation of savings, which was adopted on June 3, 2003, or any law implementing or complying with, or introduced in order to conform to, that directive;

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(7) to the extent the Additional Amount relates to any Taxes imposed on a Note presented for payment by or on behalf of a Holder who would have been able to avoid that withholding or deduction by presenting the relevant Note to another Paying Agent in a member state of the European Union; or

(8) any combination of the foregoing numbered clauses of this Section.

(c) The Company or any applicable Guarantor (or any successor of any of them), as applicable, will also make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law. The Company or any applicable Guarantor (or any successor of any of them), as applicable, will furnish to the Trustee, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, copies of tax receipts evidencing such payment by the Company or such Guarantor (or any successor of any of them), as applicable:

(1) in such form as provided in the normal course by the taxing authority imposing such Taxes and as is reasonably available to the Company or such Guarantor (or any successor of any of them), as applicable; and

(2) certified by such taxing authority (or, if no such certification is available from such taxing authority, then by means of an Officers’ Certificate from the Company or such Guarantor (or any successor of any of them), as applicable).

The Trustee shall thereafter make such evidence available to the Holders upon written request.

(d) The Company or any Guarantor (or any successor of any of them), as applicable, will upon written request of each Holder (other than an Excluded Holder), reimburse each such Holder for the amount of:

(1) any Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to the Notes, the Note Guarantee or a mortgaged Vessel, as applicable; and

(2) any Taxes imposed with respect to any such reimbursement under the immediately preceding clause (1), but excluding any Taxes on such Holder’s net income, so that the net amount received by such Holder after such reimbursement will not be less than the net amount the Holder would have received if Taxes (other than such Taxes on such Holder’s net income) on such reimbursement had not been imposed.

(e) Whenever in this Indenture there is mentioned, in any context, (i) the payment of principal, (ii) purchase or redemption prices in connection with a purchase or redemption of Notes, (iii) interest or (iv) any other amount payable on or with respect to any of the Notes, or any payment pursuant to the Note Guarantee, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

(f) The foregoing obligations shall survive any defeasance or discharge of this Indenture.

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(g) The Company or the Guarantors will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery, enforcement or registration of the Notes, the Note Guarantee or a Mortgage or other Collateral Agreement or any other document or instrument in relation thereto, or the receipt of any payments with respect to the Notes, the Note Guarantee or a Mortgage or other Security Agreement, excluding such taxes, charges or similar levies imposed by any jurisdiction outside of any Specified Tax Jurisdiction, the jurisdiction of incorporation of any successor of the Company or any jurisdiction in which a Paying Agent is located, and has agreed to indemnify the Holders for any such taxes paid by such Holders.

Section 4.21 Vessel Transfers and Partial Vessel Sales.

(a) The Company and the Guarantors shall be permitted to transfer all of the legal title to a Vessel from one existing Guarantor to another existing Guarantor (or to an entity that simultaneously with such transfer becomes a Guarantor) subject to all of the existing security covering such Vessel remaining in place and upon completion of the following:

(1) the Company shall give the Pari Passu Collateral Agent written notice of any such proposed transfer not fewer than 30 days prior to the anticipated date of such transfer;

(2) the bill of sale or other instrument of transfer will explicitly state that the transfer is subject to the assumption or continuance of the existing Ship Mortgage in full force and effect;

(3) the relevant Vessel will be duly re-registered in the name of the transferee Guarantor under the laws and flag of the relevant jurisdiction simultaneously with such transfer and evidence thereof delivered to the Pari Passu Collateral Agent on such date;

(4) if appropriate in the opinion of the legal counsel described in clause (7) of this Section 4.21, an instrument of assumption of mortgage will be executed by the transferee Guarantor and the Pari Passu Collateral Agent and registered promptly with such transfer with the appropriate authorities of the Vessel’s jurisdiction of registry, or any such other instrument required to perfect a Ship Mortgage in favor of the Pari Passu Collateral Agent as required by the Vessel’s jurisdiction of registry;

(5) simultaneously with such transfer, the transferee Guarantor shall acknowledge in writing to the Pari Passu Collateral Agent that the Ship Mortgage and all other Collateral relating to the Vessel remains in full force and effect and is ratified and confirmed by the transferee Guarantor;

(6) on the same date of such transfer, the Company and the transferee Guarantor shall deliver to the Pari Passu Collateral Agent a certificate of ownership and encumbrance or similar certificate issued by the jurisdiction of registration of the Vessel evidencing re-registration in the name of the transferee Guarantor and the continuance of the Ship Mortgage in favor of the Pari Passu Collateral Agent; and

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(7) the Company shall cause to be delivered to the Pari Passu Collateral Agent on the same date of such transfer a legal opinion from outside counsel reasonably satisfactory to the Pari Passu Collateral Agent to the following effect (i) the Vessel is duly registered (preliminarily registered if the jurisdiction is Panama) in the name of the transferee Guarantor with the appropriate authorities of the Vessel’s jurisdiction of registry; (ii) the Ship Mortgage constitutes the legal, valid and binding obligation of the transferee Guarantor and remains duly registered as a first priority Lien or ship mortgage in favor of the Pari Passu Collateral Agent with priority dating back to the date on which such Ship Mortgage was initially registered in favor of the Pari Passu Collateral Agent; (iii) an assumption of the Ship Mortgage by the transferee Guarantor has been duly registered (preliminarily registered if the jurisdiction is Panama) (or an opinion that such an assumption is not required to maintain the status of the mortgage or the assumption by the transferee Guarantor of all obligations of the mortgagor thereunder); (iv) all Collateral relating to the Vessel constitutes legal, valid and binding obligations of the transferee Guarantor; (v) all filings and consents in the relevant jurisdictions have been obtained or made; and (vi) such transfer is in compliance with the terms of this Indenture. Such legal opinion shall also contain such other opinions as are requested by the Pari Passu Collateral Agent and otherwise be in form and substance reasonably satisfactory to the Pari Passu Collateral Agent. The counsel issuing such opinion may rely on local counsel admitted to practice in the jurisdiction of registration of the Vessel with respect to matters governed by the laws of such jurisdiction. If the vessel transferred is registered under the laws and flag of Panama, the Company shall also deliver to the Pari Passu Collateral Agent an opinion of Panamanian counsel reasonably satisfactory to the Pari Passu Collateral Agent not later than five (5) months after the date of transfer confirming that such Vessel has been permanently registered in the name of the transferee Guarantor and that any assumption of Ship Mortgage or other instrument required to be filed has been permanently recorded.

(b) The Company and the Guarantors shall be permitted to transfer partial interests in a Vessel in a transaction that complies with the terms of this Indenture, including Section 4.07 (“Restricted Payments”), Section 4.18 (“Asset Sales”) and Section 5.01 (“Merger, Consolidation, or Sale of Assets”) and upon completion of the following:

(1) the Company shall give the Pari Passu Collateral Agent written notice of any such proposed transfer not fewer than 30 days prior to the anticipated date of such transfer;

(2) any bill of sale or other instrument of partial transfer shall state on its face that the interest transferred is subject to the lien of the relevant Ship Mortgage;

(3) the relevant Vessel will be duly re-registered in the joint names of the transferor Guarantor and the transferee showing the individual percentage interest held by each under the laws and flag of the relevant jurisdiction simultaneously with such transfer and evidence thereof delivered to the Pari Passu Collateral Agent on such date;

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(4) simultaneously with such transfer the transferee will acknowledge in writing to the Pari Passu Collateral Agent that it takes its interest subject to the Ship Mortgage;

(5) on the same date of such transfer, the Company shall deliver to the Pari Passu Collateral Agent a certificate of ownership and encumbrance or similar certificate issued by the jurisdiction of registration of the Vessel evidencing (x) re-registration in the joint names of the transferor Guarantor and the transferee and (y) the continuance of the Ship Mortgage in favor of the Pari Passu Collateral Agent; and

(6) the Company shall cause to be delivered to the Pari Passu Collateral Agent on the same date of such transfer a legal opinion from outside counsel reasonably satisfactory to the Pari Passu Collateral Agent to the following effect (i) the Vessel is duly registered (preliminarily registered if the jurisdiction is Panama) in the joint names of the transferor Guarantor and the transferee with the appropriate authorities of the Vessel’s jurisdiction of registry; (ii) the Ship Mortgage continues to constitute the legal, valid and binding obligation of the transferor Guarantor and remains duly registered as a first priority Lien or ship mortgage in favor of the Pari Passu Collateral Agent with priority dating back to the date on which such Ship Mortgage was initially registered in favor of the Pari Passu Collateral Agent; (iii) all Collateral relating to the Vessel continues to constitute legal, valid and binding obligations of the transferor Guarantor; (iv) all filings and consents in the relevant jurisdictions have been obtained or made; and (v) such transfer is in compliance with the terms of this Indenture. Such legal opinion shall also contain such other opinions as are requested by the Pari Passu Collateral Agent and otherwise be in form and substance reasonably satisfactory the Pari Passu Collateral Agent. The counsel issuing such opinion may rely on local counsel admitted to practice in the jurisdiction of registration of the Vessel with respect to matters governed by the laws of such jurisdiction. If the Vessel transferred is registered under the laws and flag of Panama, the Company shall also deliver to the Pari Passu Collateral Agent an opinion of Panamanian counsel reasonably satisfactory to the Pari Passu Collateral Agent not later than five (5) months after the date of transfer confirming that such Vessel has been permanently registered in the joint names of the transferor Guarantor and the transferee.

Section 4.22 Tungsten Explorer Delivery Date.

(a) On the Tungsten Explorer Delivery Date, the Company covenants and agrees to execute and deliver, or to cause to be executed and delivered, and to do, or cause to be done, the documents or actions set out below:

(1) Delivery to the Pari Passu Collateral Agent, in form reasonably satisfactory to the Pari Passu Collateral Agent, of:

(A) a copy of the Protocol of Delivery and Acceptance respecting the Tungsten Explorer executed by (i) DSME and (ii) the Company or a Subsidiary of the Company, or any branch or office thereof;

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(B) a copy of the full warranty Bill of Sale and Builder’s Certificate respecting the Tungsten Explorer;

(C) a copy of the interim class certificate;

(D) a copy of the Bahamian Certificate of Registry respecting the Tungsten Explorer;

(E) a copy of the Bahamian Certificate of Ownership and Encumbrance issued by the appropriate Bahamian authorities evidencing registration of the Tungsten Explorer under Bahamian flag in the name of Parent, the Company or one of their Subsidiaries and recording of the Ship Mortgage;

(F) a copy of the duly executed Ship Mortgage (including deed of covenants) covering the Tungsten Explorer (and in respect of the deed of covenants only, also the Pari Passu Collateral Agent) and duly filed with the Bahamian authorities;

(G) (a) evidence of insurance respecting the Tungsten Explorer that complies with the insurance requirements set forth in the Collateral Agreements, including copies of cover notes (with loss payable clause and notice of assignment attached), letter from protection and indemnity club, and letter detailing the insurances from the Company’s independent marine insurance broker and (b) a favorable report from the Insurance Advisor addressed to the Pari Passu Collateral Agent stating that the insurances covering the Tungsten Explorer (x) comply with the requirements of the Ship Mortgage and (y) are sufficient in form and substance to protect the interests of the Pari Passu Collateral Agent and the Holders.

(H) a copy of a duly executed Internal Charter, if any, respecting the Tungsten Explorer to cover any and all bareboat charters respecting the Tungsten Explorer or an Officers’ Certificate stating that the Company has not entered into any Internal Charter;

(I) a copy of the duly executed Drilling Contract respecting the Tungsten Explorer (if any);

(J) an opinion of the Company’s Bahamian legal counsel, in the form attached hereto as Exhibit J;

(K) an opinion of counsel of the Company or Restricted Subsidiary that will be the owner of the Tungsten Explorer in form and substance reasonably satisfactory to the Pari Passu Collateral Agent; and

(L) a duly executed Assignment of Insurance, Assignment of Earnings, Internal Charterer’s Assignment of Insurance (if any), Internal Charterer’s Assignment of Earnings (if any) or Accession Agreement (if any).

(2) Performance of any additional Uniform Commercial Code, Companies’ Registry or other similar filings or notices or recordings requested by the Pari Passu Collateral Agent to perfect the security interests or Liens granted, or intended to be granted, by any Collateral Agreement and delivery of evidence of the foregoing to the Pari Passu Collateral Agent in form and substance reasonably satisfactory to the Pari Passu Collateral Agent.

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Section 4.23 Suspension of Covenants.

(a) If on any date following the Issue Date, (i) the Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default has occurred and is continuing under this Indenture then, beginning on that day (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the following covenants will be suspended (collectively, the “Suspended Covenants”):

(1) Section 4.07;

(2) Section 4.08;

(3) Section 4.10;

(4) Section 4.11;

(5) Section 4.13;

(6) Section 4.18; and

(7) clause (4) of Section 5.01(a).

(b) In the event that Parent, the Company, the Restricted Subsidiaries and the Other Guarantors are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating, then Parent, the Company, the Restricted Subsidiaries and the Other Guarantors will thereafter again be subject to the Suspended Covenants under this Indenture with respect to events from any such Reversion Date until the maturity of the Notes unless there is a subsequent Suspension Period. The period of time between any Covenant Suspension Event and any Reversion Date is referred to in this description as the “Suspension Period.”

(c) On any Reversion Date, all Indebtedness incurred, or Disqualified Stock or preferred stock issued, during the Suspension Period will be classified as having been incurred or issued pursuant to Section 4.08(a) or one of the clauses set forth under Section 4.08(b) (to the extent such Indebtedness or Disqualified Stock or preferred stock would be permitted to be incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred or issued prior to the Suspension Period and outstanding on the Reversion Date); provided that to the extent such Indebtedness, Disqualified Stock or preferred stock would not be so permitted to be incurred or issued pursuant to Section 4.08(a) such Indebtedness, Disqualified

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Stock or preferred stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (3) of Section 4.08(b). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.07 will be made as though the covenant described in Section 4.07 had been in effect since the Issue Date and prior to, but not during, the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a).

(d) The Company shall give the Trustee prompt written notice of any Covenant Suspension Event. In the absence of such notice, the Trustee shall assume the Suspended Covenants apply and are in full force and effect. The Company shall give the Trustee prompt written notice of any occurrence of a Reversion Date. After any such notice of the occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.

(e) No Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by Parent, the Company, the Restricted Subsidiaries and the Other Guarantors during the Suspension Period. Within 30 days of such Reversion Date, the Company must comply with the terms of Section 4.13.

(f) Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period (including any action taken or omitted to be taken with respect thereto) or after the Suspension Period based solely on events that occurred during the Suspension Period will not give rise to a Default or Event of Default under this Indenture. In addition, without causing a Default or Event of Default, Parent, the Company, Restricted Subsidiaries and Other Guarantors shall be permitted to honor any contractual commitments entered into during a Suspension Period following a Reversion Date; provided that such contractual commitments were entered into during the Suspension Period and not in contemplation of a reversion of the Suspended Covenants.

(g) For purposes of Section 4.18, on the Reversion Date, any unutilized Excess Proceeds amount will be reset to zero.

ARTICLE 5

SUCCESSORS

Section 5.01 Merger, Consolidation, or Sale of Assets.

(a) None of Parent, the Company or any other Guarantor will, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not Parent, the Company or such other Guarantor, as applicable, is the surviving Person); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of, with respect to Parent, the Company, the Restricted Subsidiaries and the Other Guarantors taken as a whole, or, with respect to the Company and the Restricted Subsidiaries taken as a whole, in each case, in one or more related transactions, to another Person, unless:

(1) either: (a) Parent, the Company or such other Guarantor, as applicable, is the surviving Person; or (b) the Person formed by or surviving any such consolidation or

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merger (if other than Parent, the Company or such other Guarantor, as the case may be) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a Person organized or existing under the laws of the Cayman Islands, the United States, any state of the United States or the District of Columbia or, in the case of Parent, any other similar jurisdiction so long as neither the laws of any such jurisdiction nor any such transaction would adversely affect the Holders;

(2) the Person formed by or surviving any such consolidation or merger (if other than Parent, the Company or such other Guarantor, as applicable) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of Parent, the Company or such other Guarantor, as applicable, under the Notes, Note Guarantees and the other Obligations under this Indenture, the Registration Rights Agreement and the Collateral Agreements, as applicable, pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case reasonable satisfactory in form to the Trustee and the Noteholder Collateral Agent, as applicable (it being agreed that if the Company merges with or into Parent, Parent must assume all such obligations of the Company), provided that, if such Person is a limited liability company or a limited partnership, then Parent, the Company or such Person shall have the Notes assumed or issued, on a joint and several basis, with a corporation in which it owns 100% of the Equity Interests;

(3) immediately after such transaction, no Default or Event of Default exists; and

(4) except with respect to a transaction solely between or among Parent, the Company, any of the Restricted Subsidiaries or any Other Guarantor, Parent, the Company or the Person formed by or surviving any such consolidation or merger (if other than Parent or the Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred on the first day of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the applicable ratio test set forth in clause (a) of Section 4.08 (“Incurrence of Indebtedness and Issuance of Preferred Stock”).

(b) In addition, neither Parent nor the Company will, directly or indirectly, lease all or substantially all of the properties and assets of any of them or the Restricted Subsidiaries or Other Guarantors taken as a whole, in one or more related transactions to any other Person.

(c) This Section 5.01 will not apply to any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and any Restricted Subsidiary. Clauses (3) and (4) of paragraph (a) of this Section will not apply to a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction. Clause (4) of paragraph (a) of this Section will not apply to any Guarantor, other than Parent.

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Section 5.02 Successor Corporation Substituted.

Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of Parent, the Company or its Restricted Subsidiaries in a transaction that is subject to, and that complies with the provisions of, Section 5.01 (“Merger, Consolidation, or Sale of Assets”) hereof, the successor Person formed by such consolidation or into or with which Parent, the Company or Restricted Subsidiaries is or are merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Parent” or the “Company,” as applicable, shall refer instead to the successor Person and not to Parent, the Company or the applicable Restricted Subsidiaries), and may exercise every right and power of Parent, the Company or Restricted Subsidiaries under this Indenture with the same effect as if such successor Person had been named as Parent, Company or Restricted Subsidiaries herein; provided, however, that the predecessor Parent, Company or Restricted Subsidiaries shall not be relieved from the obligation to pay the principal of and interest on the Notes except in the case of a sale of all of Parent’s, Company’s or the applicable Restricted Subsidiaries’ assets in a transaction that is subject to, and that complies with the provisions of, Section 5.01 (“Merger, Consolidation, or Sale of Assets”) hereof.

ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

Each of the following is an “Event of Default”:

(1) default for 30 days in the payment when due of interest with respect to the Notes;

(2) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the Notes;

(3) failure by Parent, the Company, any of the Restricted Subsidiaries or any Other Guarantor, as the case may be, to timely offer to purchase, purchase and pay for Notes as required by the provisions of Section 3.09 (“Mandatory Redemption Upon Event of Loss of a Vessel”), Section 4.17 (“Offer to Repurchase Upon Change of Control”) or Section 4.18 (“Asset Sales”), or to comply with the provisions of Section 4.07 (“Restricted Payments”), Section 4.08 (“Incurrence of Indebtedness and Issuance of Preferred Stock”) or Section 5.01 (“Merger, Consolidation, or Sale of Assets”);

(4) failure by Parent to comply with the obligations set forth in clause (2)(f) of the second paragraph of the definition of “Parent Consolidated Cash Flow” within 90 days from the date of occurrence of the event giving rise to the obligations thereunder;

(5) failure by Parent, the Company, any of the Restricted Subsidiaries or any Other Guarantor for 60 days after notice to the Company by the Trustee or the Holders of

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at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in this Indenture (120 days with respect to Section 4.16 (“Reports”), subject to the following paragraph);

(6) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by Parent, the Company, any of the Restricted Subsidiaries or any Other Guarantor (or the payment of which is guaranteed by Parent, the Company, any of the Restricted Subsidiaries or any Other Guarantor), whether such Indebtedness now exists, or is created after the date of this Indenture, if that default:

(A) is caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or

(B) results in the acceleration of such Indebtedness prior to its express maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 million or more;

(7) failure by Parent, the Company, any of the Restricted Subsidiaries or any Other Guarantor to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $25.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after the due date thereof;

(8) breach by the Company or any Guarantor of any material representation or warranty or agreement in the Collateral Agreements, the repudiation by the Company or any Guarantor of any of its obligations under the Collateral Agreements or the unenforceability of the Collateral Agreements against the Company or any Guarantor for any reason;

(9) except as permitted by this Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee;

(10) Parent, the Company or any of the Restricted Subsidiaries that is a Significant Subsidiary or any group of the Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law:

(A) commences a voluntary case;

(B) consents to the entry of an order for relief against it in an involuntary case;

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(C) consents to the appointment of a custodian of it or for all or substantially all of its property;

(D) makes a general assignment for the benefit of its creditors; or

(E) generally is not paying its debts as they become due; and

(11) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A) is for relief against Parent, the Company or any of the Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary in an involuntary case;

(B) appoints a custodian of Parent, the Company or any of the Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of Parent, the Company or any of the Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; or

(C) orders the liquidation of Parent, the Company or any of the Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days.

Notwithstanding the above, if the Company elects by giving written notice to the Trustee, the sole remedy for an Event of Default relating to the failure to comply with Section 4.16 (“Reports”), and/or for failure to comply with the requirements of Section 314(a)(1) of the TIA will, for the 60 days after the occurrence of such an Event of Default, consist exclusively of the right to receive additional interest on the Notes at an annual rate equal to 0.25% of the principal amount of the Notes then outstanding over such portion of the 60-day period immediately following such Event of Default during which such Event of Default is continuing (such interest, “Special Interest”). In the event the Company does not elect to pay the Special Interest, upon an Event of Default under this Section, the Notes will be subject to acceleration as provided below in Section 6.02 (“Acceleration”). The Special Interest that accrues on all outstanding Notes from and including the date on which an Event of Default relating to a failure to comply with Section 4.16 (“Reports”) and/or for any failure to comply with the requirements of Section 314(a)(1) of the TIA first occurs to, but not including, the 60th day thereafter (or such earlier date on which the Event of Default relating to such failure shall have been cured or waived) and will be payable in the same manner as Special Interest. On such 60th day (or earlier, if the Event of Default relating to such failure is cured or waived prior to such 60th day) such Special Interest will cease to accrue and the Notes will be subject to acceleration, as provided below in Section 6.02 (“Acceleration”), if the Event of Default is continuing. This provision will not affect the rights of Holders in the event of the occurrence of any other Event of Default.

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Notwithstanding the above, any shortfall in payment, made necessary by the existence of de minimus dollar amounts that cannot be divided equally among the Holders shall in no way be considered a Default or Event of Default under this Indenture.

Section 6.02 Acceleration.

In the case of an Event of Default specified in clause (10) or (11) of Section 6.01 (“Events of Default”) hereof, with respect to Parent, the Company, any Restricted Subsidiary or any Other Guarantor, as applicable, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately.

Section 6.03 Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any remedy available pursuant to applicable law to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

Section 6.04 Waiver of Past Defaults.

Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on, the Notes (including in connection with a redemption or an offer to purchase right of Holders pursuant to Article 3); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related Payment Default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.05 Control by Majority.

Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture that the Trustee determines may be unduly prejudicial to the rights of other Holders or that may involve the Trustee in personal liability. The Trustee may also withhold from Holders of the Notes notice of

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any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or premium.

Section 6.06 Limitation on Suits.

In case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest when due, no Holder of a Note may pursue any remedy with respect to this Indenture or the Notes unless:

(1) such Holder has previously given the Trustee notice that an Event of Default is continuing;

(2) Holders of at least 25% in aggregate principal amount of the then outstanding Notes have requested the Trustee to pursue the remedy;

(3) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and

(5) Holders of a majority in aggregate principal amount of the then outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note.

Section 6.07 Rights of Holders to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder; provided that a Holder shall not have the right to institute any such suit for the enforcement of payment if and to the extent that the institution or prosecution thereof or the entry of judgment therein would, under applicable law, result in the surrender, impairment, waiver or loss of the Lien of this Indenture upon any property subject to such Lien.

Section 6.08 Collection Suit by Trustee or Noteholder Collateral Agent.

If an Event of Default specified in Section 6.01(1) or (2) (“Events of Default”) hereof occurs and is continuing, the Trustee or the Noteholder Collateral Agent may recover judgment

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(a) in its own name and (b)(1) in the case of the Trustee, as Trustee of an express trust or (2) in the case of the Noteholder Collateral Agent, as collateral agent on behalf of the Holders, in each case against the Company for the whole amount of principal of, premium, if any, and interest remaining unpaid on, the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, the Noteholder Collateral Agent and their respective agents and counsel.

Section 6.09 Trustee May File Proofs of Claim.

The Trustee shall be authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee or the Noteholder Collateral Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, the Noteholder Collateral Agent and their respective agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian or trustee in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee or the Noteholder Collateral Agent, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the compensation, expenses, disbursements and advances of the Trustee, the Noteholder Collateral Agent and their respective agents and counsel, and any other amounts due the Trustee or the Noteholder Collateral Agent under the Collateral Agreements and Section 7.07 (“Compensation and Indemnity”) hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 (“Compensation and Indemnity”) hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee or the Noteholder Collateral Agent, as the case may be, to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10 Priorities.

Subject to the Intercreditor Agreement, if the Trustee collects any money or property pursuant to this Article 6, it shall pay out the money or property in the following order:

First: to the Trustee, the Noteholder Collateral Agent, the Paying Agent and the Registrar for amounts due under Section 7.07 (“Compensation and Indemnity”) hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee or the Noteholder Collateral Agent, as the case may be, and the costs and expenses of collection;

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Second: to Holders for amounts due and unpaid on the Notes for principal, premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any and interest, respectively; and

Third: to the Company or to such party as a court of competent jurisdiction shall direct.

The Trustee may fix a Record Date and Interest Payment Date for any payment to Holders pursuant to this Section.

Section 6.11 Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee or the Noteholder Collateral Agent, as the case may be, for any action taken or omitted by it as a Trustee or the Noteholder Collateral Agent, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by the Trustee or the Noteholder Collateral Agent, as the case may be, a suit by a Holder of a Note pursuant to Section 6.07 (“Rights of Holders to Receive Payment”) hereof, or a suit by Holders of more than 10% in aggregate principal amount of the then outstanding Notes.

ARTICLE 7

TRUSTEE

Section 7.01 Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b) Except during the continuance of an Event of Default:

(1) the duties of the Trustee will be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the form requirements of this Indenture.

(c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(1) this paragraph does not limit the effect of paragraph (b) of this Section;

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(2) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(3) the Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 (“Control by Majority”) hereof.

(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section.

(e) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. The Trustee will be under no obligation to exercise any of its rights and powers under this Indenture or the Collateral Agreements at the request of any Holders, unless such Holder has offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

(f) The Trustee will not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Section 7.02 Rights of Trustee.

(a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.

(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any agent appointed with due care.

(d) The Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company.

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(f) The Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security reasonably satisfactory to it against the losses, liabilities and expenses that might be incurred by it in compliance with such request or direction.

(g) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(h) The Trustee shall not be required to take notice or be deemed to have notice of any Event of Default, except failure of the Company to cause to be made any of the payments required to be made to the Trustee, unless the a Responsible Officer shall be specifically notified by a writing of such default by the Company or by the Holders of at least 25% aggregate principal amount of the Notes then outstanding delivered to the Corporate Trust Office of the Trustee and, in the absence of such notice so delivered the Trustee may conclusively assume no default exists.

Section 7.03 Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as Trustee (if this Indenture has been qualified under the TIA) or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 (“Eligibility; Disqualification”) and 7.11 (“Preferential Collection of Claims Against Company”) hereof.

Section 7.04 Trustee’s Disclaimer.

The Trustee will not be responsible for and makes no representation as to the validity or adequacy of this Indenture, the Collateral Agreements, the Notes or the Collateral, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

Section 7.05 Notice of Defaults.

If a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee will mail to Holders a notice of the Default or Event of Default within 90 days after it occurs or if discovered later than 90 days, promptly after such discovery. Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or Interest on, any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes.

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Section 7.06 Reports by Trustee to Holders of the Notes.

(a) Within 60 days after each December 15th beginning with the December 15th following the Issue Date, and for so long as Notes remain outstanding, the Trustee will mail to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also will comply with TIA § 313(b)(2). The Trustee will also transmit by mail all reports as required by TIA § 313(c).

(b) A copy of each report at the time of its mailing to the Holders will be mailed by the Trustee to the Company and filed by the Trustee with the SEC and each stock exchange on which the Notes are listed in accordance with TIA § 313(d). The Company will promptly notify the Trustee in writing when the Notes are listed on any stock exchange.

Section 7.07 Compensation and Indemnity.

(a) The Company will pay to the Trustee, Noteholder Collateral Agent, Paying Agent and Registrar (each, an “Indemnified Party”) from time to time reasonable compensation for its acceptance of this Indenture, the Collateral Agreements and services hereunder and thereunder; provided that the compensation set forth in any written fee agreement executed in connection herewith shall be deemed reasonable. The Trustee’s compensation will not be limited by any law on compensation of a Trustee of an express trust. The Company will reimburse each Indemnified Party promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses will include the reasonable compensation, disbursements and expenses of the Indemnified Party’s agents and counsel.

(b) The Company and the Guarantors will indemnify the Indemnified Party against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture or the Collateral Agreements, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section) and defending itself against any claim (whether asserted by the Company, the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith. The Indemnified Party will notify the Company promptly of any claim for which it may seek indemnity. Failure by the Indemnified Party to so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder or under the Collateral Agreements. The Company or such Guarantor will defend the claim and the Indemnified Party will cooperate in the defense. Each Indemnified Party may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel if (i) the Company shall have failed to assume the defense thereof or employed counsel reasonably satisfactory to the Trustee, or (ii) the Trustee has been advised by such counsel that there may be one or more defenses available to it that are different from or in addition to those available to the Company. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld.

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(c) The obligations of the Company and the Guarantors under this Section will survive the satisfaction and discharge of this Indenture and the termination of the Collateral Agreements.

(d) To secure the Company’s and the Guarantors’ payment obligations in this Section, each Indemnified Party will have a Lien prior to the Notes on all money, Collateral or property held or collected by the Trustee, in its capacity as Trustee, or the Noteholder Collateral Agent in its capacity as Noteholder Collateral Agent, except, in the case of the Trustee, that held in trust to pay principal, premium, if any, and interest on particular Notes pursuant to Article 8 hereof. Such Lien will survive the satisfaction and discharge of this Indenture.

(e) When an Indemnified Party incurs expenses or renders services after an Event of Default specified in Section 6.01(9) or (10) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

(f) The Trustee will comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Section 7.08 Replacement of Trustee.

(a) A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section.

(b) The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company. The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if:

(1) the Trustee fails to comply with Section 7.10 (“Eligibility; Disqualification”) hereof;

(2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(3) a custodian or public officer takes charge of the Trustee or its property; or

(4) the Trustee becomes incapable of acting.

(c) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company will promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company.

(d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company, or the Holders of at least 10% in aggregate principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

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(e) If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 (“Eligibility; Disqualification”) hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(f) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will mail a notice of its succession to Holders. The retiring Trustee will promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 (“Compensation and Indemnity”) hereof. Notwithstanding replacement of the Trustee pursuant to this Section, the Company’s obligations under Section 7.07 (“Compensation and Indemnity”) hereof will continue for the benefit of the retiring Trustee.

Section 7.09 Successor Trustee by Merger, etc.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act will be the successor Trustee. As soon as practicable, the successor Trustee shall mail a notice of its succession to the Company and the Holders. Any such successor must nevertheless be eligible and qualified under the provisions of Section 7.10 (“Eligibility; Disqualification”) hereof.

Section 7.10 Eligibility; Disqualification.

There will at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate Trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $100.0 million as set forth in its most recent published annual report of condition.

This Indenture will always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5). The Trustee is subject to TIA § 310(b).

Section 7.11 Preferential Collection of Claims Against Company.

The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

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Section 7.12 Trustee in Other Capacities; Noteholder Collateral Agent and Paying Agent.

References to the Trustee in Sections 7.01(b) and (f) (“Duties of Trustee”), 7.02 (“Rights of Trustee”), 7.03 (“Individual Rights of Trustee”), 7.04 (“Trustee’s Disclaimer”), 7.07 (“Compensation and Indemnity”), and 7.08 (“Replacement of Trustee”) shall be understood to include the Trustee when acting in its other capacities under this Indenture, including, without limitation, as Paying Agent and Noteholder Collateral Agent. Without limiting the foregoing, and for the avoidance of doubt, such Sections shall be read to apply to the Noteholder Collateral Agent and the Collateral Agreements, mutatis mutandis, in addition to this Indenture. The privileges, rights, indemnities, immunities and exculpatory provisions contained in this Indenture shall apply to the Trustee, whether it is acting under this Indenture, the other Indenture Documents and the Intercreditor Agreement.

ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

The Company may at any time, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, elect to have either Section 8.02 (“Legal Defeasance and Discharge”) or 8.03 (“Covenant Defeasance”) hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8.

Section 8.02 Legal Defeasance and Discharge.

Upon the Company’s exercise under Section 8.01 (“Option to Effect Legal Defeasance or Covenant Defeasance”) hereof of the option applicable to this Section 8.02 (“Legal Defeasance and Discharge”), the Company and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 (“Conditions to Legal or Covenant Defeasance”) hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, “Legal Defeasance” means that the Company and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 (“Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions”) hereof and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

(1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium, if any, on, such Notes (including in connection with any redemption or purchase of Notes pursuant to Article 3) when such payments are due from the trust referred to in Section 8.05 (“Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions”) hereof;

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(2) the Company’s obligations with respect to the Notes under Article 2 and Section 4.02 (“Maintenance of Office or Agency”) hereof concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the Trustee, and the Company’s and the Guarantors’ obligations in connection therewith; and

(4) this Section and Section 8.02 (“Legal Defeasance and Discharge”) of this Indenture.

Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 (“Legal Defeasance and Discharge”) notwithstanding the prior exercise of its option under Section 8.03 (“Covenant Defeasance”) hereof.

Section 8.03 Covenant Defeasance.

Upon the Company’s exercise under Section 8.01 (“Option to Effect Legal Defeasance or Covenant Defeasance”) hereof of the option applicable to this Section 8.03 (“Covenant Defeasance”), the Company and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 (“Conditions to Legal or Covenant Defeasance”) hereof, be released from each of their obligations under the covenants contained in Sections 4.07 (“Restricted Payments”), 4.08 (“Incurrence of Indebtedness and Issuance of Preferred Stock”), 4.09 (“Liens”), 4.10 (“Dividend and Other Payment Restrictions Affecting Subsidiaries”), 4.11 (“Transactions with Affiliates”), 4.12 (“Business Activities”), 4.13 (“Additional Note Guarantees”), 4.14 (“Designation of Restricted and Unrestricted Subsidiaries”), 4.15 (“Payments for Consent”), 4.16 (“Reports”), 4.17 (“Offer to Repurchase Upon Change of Control”), 4.18 (“Asset Sales”), 4.19 (“Impairment of Security Interest”) and 4.20 (“Withholding Taxes”) hereof and clause (a)(4) of Section 5.01 (“Merger, Consolidation, or Sale of Assets”) and Article 12 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 (“Conditions to Legal or Covenant Defeasance”) hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder. For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and Note Guarantees, the Company and the Guarantors may omit to comply with and will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply will not constitute a Default or an Event of Default under Section 6.01 (“Events of Default”) hereof, but, except as specified above, the remainder of this Indenture and such Notes and Note Guarantees will be unaffected thereby. In addition, upon the Company’s exercise under Section 8.01 (“Option to Effect Legal Defeasance or Covenant Defeasance”) hereof of the option applicable to this Section 8.03 (“Covenant Defeasance”), subject to the satisfaction of the conditions set forth in Section 8.04 (“Conditions to Legal or Covenant Defeasance”) hereof, Sections 6.01(3) through 6.01(8) (“Events of Default”) hereof will not constitute Events of Default.

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Section 8.04 Conditions to Legal or Covenant Defeasance.

In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 (“Legal Defeasance and Discharge”) or 8.03 (“Covenant Defeasance”) hereof:

(1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, as affirmed in a writing delivered to the Trustee by a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium on, the outstanding Notes on the stated date for payment thereof or on the applicable Redemption Date, as the case may be, and the Company must specify whether the Notes are being defeased to such stated date for payment or to a particular Redemption Date;

(2) in the case of Legal Defeasance, the Company must deliver to the Trustee an Opinion of Counsel confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel will confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Company must deliver to the Trustee an Opinion of Counsel confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;

(6) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and

(7) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

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Section 8.05 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.

Subject to Section 8.06 (“Repayment to Company”) hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying Trustee, collectively for purposes of this Section, the “Trustee”) pursuant to Section 8.04 (“Conditions to Legal or Covenant Defeasance”) hereof in respect of the outstanding Notes will be held (i) held in trust, (ii) at the written direction of the Company, such money may be invested, prior to maturity of the Notes, in Government Securities, and (iii) applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

The Company will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.04 (“Conditions to Legal or Covenant Defeasance”) hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the Company from time to time upon the request of the Company any money or non-callable Government Securities held by it as provided in Section 8.04 (“Conditions to Legal or Covenant Defeasance”) hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(1) (“Conditions to Legal or Covenant Defeasance”) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06 Repayment to Company.

Subject to any unclaimed property law, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, or interest on, any Note and remaining unclaimed for two years after such principal, premium, if any, or interest has become due and payable shall be paid to the Company on its request or (if then held by the Company) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money or Government Securities, and all liability of the Company as Trustee thereof, will thereupon cease;

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provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in the New York Times or The Wall Street Journal, notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Section 8.07 Reinstatement.

If the Trustee or Paying Agent is unable to apply any U.S. dollars or non-callable Government Securities in accordance with Sections 8.02 (“Legal Defeasance and Discharge”) or 8.03 (“Covenant Defeasance”) hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s and the Guarantors’ obligations under this Indenture and the Notes and the Note Guarantees will be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 (“Legal Defeasance and Discharge”) or 8.03 (“Covenant Defeasance”) hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 (“Legal Defeasance and Discharge”) or 8.03 (“Covenant Defeasance”) hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium, if any, or interest on, any Note following the reinstatement of its obligations, the Company will be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders.

Notwithstanding Section 9.02 (“With Consent of Holders”) of this Indenture, the Company, the Guarantors, the Trustee, the Noteholder Collateral Agent and the Pari Passu Collateral Agent, as applicable, may amend or supplement this Indenture Documents and the Registration Rights Agreement without the consent of any Holder:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;

(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to Holders and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets, as applicable;

(4) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder;

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(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;

(6) to conform the text of this Indenture, the Collateral Agreements, the Notes or the Note Guarantees to any provision of the Description of Notes to the extent that such provision in the Description of Notes was intended to be set forth, verbatim or in substance, in a provision of this Indenture, the Collateral Agreements, the Notes or the Note Guarantees, which intent shall be evidenced by an Officers’ Certificate to that effect;

(7) to evidence and provide for the acceptance of the appointment under this Indenture and the Collateral Agreements of a successor Trustee, Noteholder Collateral Agent or Pari Passu Collateral Agent;

(8) to make any other provisions with respect to matters or questions arising under this Indenture, the Collateral Agreements, the Notes, the Note Guarantees or the Intercreditor Agreement (if any), provided that the actions pursuant to this clause will not adversely affect the interests of the Holders of the Notes in any material respect, as determined in good faith by the Company;

(9) to enter into additional or supplemental Collateral Agreements;

(10) to release Collateral when permitted or required by this Indenture or the Collateral Agreements;

(11) to provide for the issuance of additional Notes in accordance with the limitations set forth in this Indenture as of the date of this Indenture, including Section 4.08 (“Incurrence of Indebtedness and Issuance of Preferred Stock”);

(12) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes;

(13) to enter into, and to perfect security interests and Liens granted therein, the Collateral Agreements and transactions contemplated thereby respecting Bahamian registration of the Tungsten Explorer and its mortgaging after the Issue Date; or

(14) to accept and consent to, and to take all steps to perfect a security interest under, Collateral Agreements to be granted subsequent to the Issue Date, including with respect to Drilling Contracts and Internal Charters.

Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b) (“Rights of Trustee”) hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

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Section 9.02 With Consent of Holders.

Except as provided in Section 9.01 (“Without Consent of Holders”) and in this Section, this Indenture, the Notes, the Collateral Agreements, the Note Guarantees or the Intercreditor Agreement (if any) may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes, the Collateral Agreements or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Section 2.08 (“Outstanding Notes”) and Section 2.09 (“Treasury Notes”) hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section.

Without the consent of each Holder affected, an amendment, supplement or waiver may not (with respect to any Notes held by a non-consenting Holder):

(1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the purchase or redemption of the Notes (other than provisions relating to the covenants described above under Sections 3.07 (“Optional Redemption”), 3.08 (“Optional Redemption for Changes in Withholding Taxes”), 3.09 (“Mandatory Redemption Upon Event of Loss of a Vessel”), 4.17 (“Offer to Repurchase Upon a Change of Control”) and 4.18 (“Asset Sales”));

(3) reduce the rate of or change the time for payment of interest on any Note;

(4) waive a Default or Event of Default in the payment of principal of, or interest, premium, if any, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the Payment Default that resulted from such acceleration);

(5) make any Note payable in money other than that stated in the Notes;

(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, or interest on the Notes;

(7) waive a redemption or repurchase payment with respect to any Note (other than a payment required by one of the covenants described above under Sections 3.07 (“Optional Redemption”), 3.08 (“Optional Redemption for Changes in Withholding Taxes”), Section 3.09 (“Mandatory Redemption Upon Event of Loss of a Vessel”), 4.17 (“Offer to Repurchase Upon a Change of Control”) and 4.18 (“Asset Sales”));

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(8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of the Indenture; or

(9) make any change in the preceding amendment and waiver provisions.

In addition, the consent of Holders representing at least two-thirds of outstanding Notes will be required to release all or substantially all of the Collateral otherwise than in accordance with this Indenture and the Collateral Agreements.

Section 9.03 Compliance with TIA.

Every amendment or supplement to this Indenture or the Notes will be set forth in an amended or supplemental indenture that complies with the TIA as then in effect.

Section 9.04 Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

The Company may, but shall not be obligated to, fix a Record Date for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver. If a Record Date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Holders at such Record Date (or their duly designated proxies), and only those Persons, shall be entitled to consent to such amendment or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such Record Date.

Section 9.05 Notation on or Exchange of Notes.

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note will not affect the validity and effect of such amendment, supplement or waiver.

Section 9.06 Trustee and Noteholder Collateral Agent to Sign Amendments, etc.

The Trustee and/or the Noteholder Collateral Agent will sign any amended or supplemental indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and/or the Noteholder Collateral Agent. The Company may not sign an amended or supplemental indenture

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until the Board of Directors of the Company approves it. In executing any amended or supplemental indenture, the Trustee and/or the Noteholder Collateral Agent, as the case may be, will be entitled to receive and (subject to Section 7.01 (“Duties of Trustee”) hereof) will be fully protected in relying upon, in addition to the documents required by Section 13.04 (“Certificate and Opinion as to Conditions Precedent”) hereof, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture.

ARTICLE 10

SATISFACTION AND DISCHARGE

Section 10.01 Satisfaction and Discharge.

This Indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder when:

(1) either:

(A) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or

(B) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and accrued interest to the date of maturity or redemption;

(2) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;

(3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and

(4) Parent or the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the Redemption Date, as the case may be.

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In addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the provisions of Sections 10.02 (“Application of Trust Money”) and 8.06 (“Repayment to Company”) hereof will survive. In addition, nothing in this Section will be deemed to discharge those provisions of Section 7.07 (“Compensation and Indemnity”) hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Section 10.02 Application of Trust Money.

Subject to the provisions of Section 8.05 (“Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions”) hereof, all money deposited with the Trustee pursuant to Section 10.01 (“Satisfaction and Discharge”) hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 10.01 (“Satisfaction and Discharge”) hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 10.01 (“Satisfaction and Discharge”) hereof; provided that if the Company has made any payment of principal of, premium, if any, or interest on, any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

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ARTICLE 11

NOTE GUARANTEES

Section 11.01 Note Guarantee.

(a) Subject to this Article 11, each of the Guarantors hereby, jointly and severally, unconditionally guarantees on a senior secured basis to the extent, with respect to security, set forth in Article 12 and the Collateral Agreements, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and the Noteholder Collateral Agent and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes, the Collateral Agreements or the obligations of the Company hereunder or thereunder, that:

(1) the principal of, premium, if any, and interest on, the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee and the Noteholder Collateral Agent hereunder or thereunder or under any Collateral Agreement will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise.

Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

(b) The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Notes, any Collateral Agreement or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture.

(c) If any Holder, the Noteholder Collateral Agent or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee, the Noteholder Collateral Agent or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect.

(d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders, the Noteholder Collateral Agent and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

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(e) Each Guarantor who is or becomes an Internal Charterer by signing this Indenture or pursuant to a supplemental indenture or to a Note Guarantee agrees to the representations, covenants and assignments set forth in the Assignment of Insurances by Internal Charterers and supplement thereto set forth in Exhibits H-2 and K, respectively, and the Assignment of Earnings by Internal Charterers and supplement thereto set forth in Exhibits I-2 and K, respectively. Notwithstanding the foregoing, each Guarantor who is or becomes an Internal Charterer agrees to execute and deliver such Assignments.

Section 11.02 Limitation on Guarantor Liability.

Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of each such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 11, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance.

Section 11.03 Execution and Delivery of Note Guarantee.

To evidence its Note Guarantee set forth in Section 11.01 (“Note Guarantee”) hereof, each Guarantor hereby agrees that a notation of such Note Guarantee substantially in the form attached as Exhibit E hereto will be signed by an Officer of such Guarantor (by manual or facsimile signature) on each Note authenticated and delivered by the Trustee and that this Indenture will be executed on behalf of such Guarantor by one of its Officers.

Each Guarantor hereby agrees that its Note Guarantee set forth in Section 11.01 (“Note Guarantee”) hereof will remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.

If an Officer whose signature is on this Indenture or on the Note Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Note Guarantee is endorsed, the Note Guarantee will be valid nevertheless.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, will constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Guarantors.

In the event that the Company or any of its Restricted Subsidiaries creates or acquires any Subsidiary after the Issue Date, if required by Section 4.13 (“Additional Note Guarantees”) hereof, the Company will cause such Subsidiary to comply with the provisions of Section 4.13 (“Additional Note Guarantees”) hereof and this Article 11, to the extent applicable.

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Section 11.04 Guarantors May Consolidate, etc., on Certain Terms.

Except as otherwise provided in Section 11.05 (“Releases”) hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Restricted Subsidiary, unless:

(1) immediately after giving effect to that transaction, no Default or Event of Default exists; and

(2) either:

(A) subject to Section 11.05 (“Releases”) hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under this Indenture and its Note Guarantee and the Collateral Agreements pursuant to a supplemental indenture and an amendment to the Registration Rights Agreement, in each case, in form reasonably satisfactory to the Trustee; or

(B) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture and the Collateral Agreements.

provided, however, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Guarantors as a whole will be governed by Article 5 and Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”).

In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.

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Section 11.05 Releases.

The Note Guarantee of a Guarantor (other than Parent, except with respect to clause (4) below) will be released:

(1) in connection with any transfer, sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company, a Guarantor or a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.18 (“Asset Sales”) or Article 5 of this Indenture and complies with the Collateral Agreements;

(2) in connection with any transfer, sale or other disposition of all of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company, a Guarantor or a Restricted Subsidiary, if the transfer, sale or other disposition does not violate Section 4.18 (“Asset Sales”) or Article 5 of this Indenture and complies with the Collateral Agreements;

(3) if Parent or the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or

(4) upon Legal Defeasance or satisfaction and discharge of this Indenture as provided under Sections 8.02 (“Legal Defeasance and Discharge”), 8.03 (“Covenant Defeasance”) and 10.01 (“Satisfaction and Discharge”).

Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 11.

ARTICLE 12

SECURITY

Section 12.01 Grant of Security Interests; Intercreditor Agreement.

(a) The Company and the Guarantors:

(1) shall grant a security interest in the Collateral as set forth in the Collateral Agreements to the Pari Passu Collateral Agent for the benefit of the Pari Passu Secured Parties, to secure the due and punctual payment of the principal of, premium, if any, and interest on the Notes and amounts due hereunder and under the Note Guarantees when and as the same shall be due and payable, whether at Stated Maturity thereof, on an Interest Payment Date, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest (to the extent permitted by law), if any, on the Notes and the performance of all the Pari Passu Obligations of the Company and the Guarantors to the Holders, the Noteholder Collateral Agent and the Trustee under this Indenture, the Collateral Agreements, the Note Guarantees and the Notes, subject to the terms of the Intercreditor Agreement and any other Permitted Liens;

(2) hereby covenant (A) to perform and observe their obligations under the Collateral Agreements and (B) take any and all commercially reasonable actions

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(including without limitation the covenants set forth in Section 4.19 (“Impairment of Security Interest”) and in this Article) required to cause the Collateral Agreements to create and maintain, as security for the Obligations contained in this Indenture, the Notes, the Collateral Agreements and the Note Guarantees valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Pari Passu Collateral Agent, superior to and prior to the rights of all third Persons, and subject to no other Liens (other than Permitted Liens), in each case, except as expressly permitted herein, therein or in the Intercreditor Agreement;

(3) shall warrant and defend the title to the Collateral against the claims of all persons, subject to the Intercreditor Agreement and any Permitted Liens; and

(4) shall do or cause to be done, at their sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Collateral Agreements, to confirm to the Pari Passu Collateral Agent the security interests in the Collateral contemplated hereby and by the Collateral Agreements, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and Note Guarantees secured hereby, according to the intent and purpose herein and therein expressed.

(b) Each Holder, by its acceptance of a Note:

(1) appoints the Noteholder Collateral Agent to act as its agent (and by its signature below, the Noteholder Collateral Agent accepts such appointment);

(2) consents and agrees to the terms of each Collateral Agreement, as the same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms, and authorizes and directs the Noteholder Collateral Agent to enter into the Collateral Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith;

(3) appoints and authorizes and directs the Noteholder Collateral Agent and the Trustee to enter into the Intercreditor Agreement, and, at a future date, to enter into an Intercreditor Agreement with any Credit Agreement Collateral Agent or any bank or financial institution that intends to provide, or is in fact providing, a Credit Agreement to the Company or any Guarantor; and

(4) irrevocably and unconditionally consents and agrees to the terms set forth in the immediately succeeding clauses (A) through (C) below and instructs the Pari Passu Collateral Agent and the Trustee to take all actions required with respect to the Notes, the Intercreditor Agreement and the related Collateral to give effect to such terms upon the effectiveness of such provisions as set forth therein:

(A) Need for Requisite Consents. The Company and its Restricted Subsidiaries agree that the provisions set forth in this Section 12.01(b)(4) shall become effective only upon the requisite Pari Passu Secured Parties, other than the Noteholder Collateral Agent and the Holders (the consent and instruction with respect thereto will be provided as set forth above), providing any applicable

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consent or instructions required under the Intercreditor Agreement and the applicable Pari Passu Document (collectively, the “Requisite Consents”). For the avoidance of doubt, none of the foregoing shall permit any Person to take, or prohibit any Person from taking, any action for which any Pari Passu Document requires the consent of each holder of Pari Passu Obligations, in each case, prior to the receipt of such consent.

(B) Partial Vessel Sales. Upon and after receipt of the Requisite Consents, the Grantors are permitted from time to time to sell, convey or otherwise transfer to another Person (the “Vessel Minority Interest Owner”) partial interests in a Vessel, subject to the terms and conditions set forth in the applicable Pari Passu Document, including without limitation, the terms of the Indenture and the Collateral Agreements; provided that, in any event, such sale, conveyance, or transfer shall be subject to the Ship Mortgage with respect to such Vessel. If the Pari Passu Collateral Agent receives any amount in payment or on account of any Pari Passu Obligations and the Pari Passu Collateral Agent pays or distributes to the Vessel Minority Interest Owner all or part of such amount by reason of the immediately succeeding clause (i) or (ii) below, then each Grantor shall be and remain liable to the Pari Passu Secured Parties for, and the Pari Passu Obligations shall not be reduced by, the amount so paid or distributed to the same extent as if such amount had never originally been received by the Pari Passu Collateral Agent, and any guarantee of the Pari Passu Obligations with respect to such amount shall continue to be effective or be reinstated, as the case may be, all as if such payment or distribution had not occurred. In connection with the foregoing:

(i) upon the occurrence of any Event of Loss (however defined in any Pari Passu Document) in respect of the applicable Vessel and the receipt of Event of Loss Proceeds by the Pari Passu Collateral Agent, notwithstanding the redemption provisions set forth under Section 3.09 (“Mandatory Redemption Upon Event of Loss of a Vessel”) or the equivalent redemption or repayment provisions in any other Pari Passu Document to the contrary, the Pari Passu Collateral Agent shall distribute such Event of Loss Proceeds as follows: (A) first, to the payment of all unpaid fees, expenses, reimbursements and indemnification amounts owed to the Pari Passu Collateral Agent and any other Agent or Authorized Representative and all fees owed to any of them in connection with the collection of such proceeds (regardless of whether allowed or allowable as a claim in any bankruptcy proceeding), pro rata in accordance with the relative amounts thereof on the date of any payment or distribution; and (B) second, with the remaining balance of the applicable Event of Loss Proceeds after giving effect to the distribution set forth in the immediately preceding subclause (A), (1) to such Vessel Minority Interest Owner, in an amount equal to the product of (x) such remaining balance and (y) the percentage of ownership interest in the applicable Vessel of the Vessel

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Minority Interest Owner and (2) to the Pari Passu Secured Parties, in an amount equal to the product of (x) such remaining balance and (y) the percentage of ownership interest in the applicable Vessel not owned by such Vessel Minority Interest Owner, to be distributed in accordance with the terms of the Intercreditor Agreement;

(ii) upon any exercise of rights and remedies by the Pari Passu Collateral Agent or any other Pari Passu Secured Party pursuant to applicable law or any Pari Passu Document with respect to the applicable Vessel or the proceeds thereof, the Pari Passu Collateral Agent shall distribute the proceeds of any Shared Payments received in respect thereof as follows: (A) first, to the payment in full of (x) all obligations secured by liens and encumbrances existing on or with respect to such Vessel (other than the relevant Ship Mortgage) and (y) all other obligations having priority to the relevant Ship Mortgage under applicable law; (B) second, to the payment of all unpaid fees, expenses, reimbursements and indemnification amounts owed to the Pari Passu Collateral Agent and all fees owed to it in connection with such collection or sale or otherwise in connection with the Intercreditor Agreement or any other Pari Passu Document (regardless of whether allowed or allowable as a claim in any bankruptcy proceeding), pro rata in accordance with the relative amounts thereof on the date of any payment or distribution; and (C) third, with the remaining balance of the applicable Shared Payments after giving effect to the distributions set forth in the immediately preceding subclauses (A) and (B), (1) to such Vessel Minority Interest Owner, in an amount equal to the product of (x) such remaining balance and (y) the percentage of ownership interest in the applicable Vessel of the Vessel Minority Interest Owner and (2) to the Pari Passu Secured Parties, in an amount equal to the product of (x) such remaining balance and (y) the percentage of ownership interest in the applicable Vessel not owned by such Vessel Minority Interest Owner, to be distributed in accordance with the terms of the Intercreditor Agreement;

(iii) any bill of sale or other instrument of partial transfer shall state on its face that the interest transferred to the Vessel Minority Interest Owner is subject to the lien of the relevant Ship Mortgage, and the Vessel Minority Interest Owner shall explicitly acknowledge to the Pari Passu Collateral Agent that the Vessel Minority Interest Owner takes such interest subject to the relevant Ship Mortgage; and

(iv) no provision of any Pari Passu Document shall limit or otherwise prohibit or restrict such Grantor’s ability to distribute to

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such Vessel Minority Interest Owner its pro rata share of revenue, earnings or other distributions due and owing and made in respect of such Vessel; provided that this clause (iv) shall be subject to the immediately preceding clauses (i) through (iii) and shall not modify or limit the application of any provision of any Pari Passu Document.

(C) Authorization of Agents. Notwithstanding anything to the contrary in any Pari Passu Document, upon and after receipt of the Requisite Consents, without the need for any further consent or other action by any Pari Passu Secured Party or Agent, then the Pari Passu Collateral Agent, the Controlling Party and any other Agent or other representative whose consent is otherwise required may amend, restate, supplement or otherwise modify any Pari Passu Document, including, without limiting the generality of the foregoing, all security agreements, ship mortgages, financing statements, other lien instruments, insurance arrangements and agreements, and intercreditor agreements, enter into one or more other Pari Passu Documents and may take any other action that is reasonably incidental thereto to give effect to or to evidence the foregoing, and each of:

(i) each applicable Agent;

(ii) each Authorized Representative, including without limitation the applicable Controlling Party;

(iii) the applicable Controlling Secured Parties; and

(iv) the Pari Passu Collateral Agent,

will then take such actions as may be requested by the Company or the applicable Restricted Subsidiary in its reasonable discretion to give effect to or to evidence the foregoing and that are otherwise not prohibited by any of the Pari Passu Documents and each such Agent, Authorized Representative, Controlling Party or Pari Passu Collateral Agent shall act upon the written instruction of the Company or the applicable Restricted Subsidiary with respect thereto. Upon and after the receipt of the Requisite Consents, no Pari Passu Secured Party shall contest, protest or object to any action taken by the Pari Passu Collateral Agent, the Controlling Secured Parties, the Controlling Party or any applicable Agent or any other exercise by the Pari Passu Collateral Agent, the Controlling Party, the Controlling Secured Parties or any applicable Agent, in each case, to the extent (and only to the extent) that the Pari Passu Collateral Agent, the Controlling Party, the Controlling Secured Parties or such Agent, as the case may be, considers such action or exercise necessary or desirable to give effect to or to evidence the foregoing.

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(c) Other than as expressly set forth herein, this Article 12, the Security Agreement and the other Collateral Agreements (other than the Intercreditor Agreement) will be subject to the terms, limitations and conditions set forth in the Intercreditor Agreement.

(d) The Trustee will determine the circumstances and manner in which the Collateral will be disposed of, including, but not limited to, the determination of whether to release all or any portion of the Collateral from the Liens created by the Collateral Agreements and whether to foreclose on the Collateral following a Default or Event of Default.

Section 12.02 Recording and Opinions.

(a) The Company shall, and shall cause each of the Guarantors to, at their sole cost and expense, take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Collateral Agreements), maintain (with the priority required under the Collateral Agreements), preserve and protect the security interests in the Collateral granted by the Collateral Agreements, including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders, the Pari Passu Collateral Agent, and the Trustee under this Indenture and the Collateral Agreements to all property comprising the Collateral pursuant to the terms of the Collateral Agreements, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Collateral Agreements, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Collateral Agreements and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. Neither the Company nor any Guarantor will be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Holders and other Pari Passu Secured Parties except as expressly set forth herein, in the Intercreditor Agreement or the Collateral Agreements.

(b) If property of a type constituting Collateral is acquired by the Company or any Guarantor (other than Parent) that is not automatically subject to a Lien or perfected security interest under the Collateral Agreements or there is a new Guarantor, then the Company or such Guarantor will, as soon as practicable after such property’s acquisition or such Subsidiary becoming a Guarantor and in any event within 20 Business Days or as soon as practicable where applicable local law requires additional time for compliance with applicable legal requirements, grant Liens having first priority on such property (or, in the case of a new Guarantor, all of its assets constituting the type that is Collateral) in favor of the Pari Passu Collateral Agent and deliver certain certificates (including in the case of real property title insurance) in respect thereof as required by this Indenture or the Collateral Agreements and take all necessary steps to perfect the security interest represented by such Liens.

(c) The Company shall furnish to the Trustee and the Collateral Agent (if other than the Trustee), on or within one month of December 31 of each year, commencing December 31, 2013, an Opinion of Counsel either (1) stating that, in the opinion of such counsel, all action

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necessary to perfect or continue the perfection of the security interests created by the Collateral Agreements and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given have been taken or (2) stating that, in the Opinion of such Counsel, no such action is necessary to perfect or continue the perfection of any security interest created under any of the Collateral Agreements.

Section 12.03 Release of Collateral.

(a) The Company and the Guarantors will be entitled to releases of assets included in the Collateral from the Liens securing Note Obligations under any one or more of the following circumstances:

(1) upon the full and final payment and performance of all Note Obligations of the Company and the Guarantors;

(2) with respect to any asset constituting Collateral (other than the Capital Stock of the Company), if such Collateral is sold or otherwise disposed of in accordance with the terms of Section 4.18 (“Asset Sales”) and the Collateral Agreements and the Company has delivered to the Pari Passu Collateral Agent an Officers’ Certificate certifying to such effect; provided that (a) any cash received from a disposition of Collateral will be required to be deposited in a deposit account controlled by the Company and held as Collateral subject to the Liens pending its application or use in compliance with Section 4.18 (“Asset Sales”) and, from such deposit account, Parent, the Company or any Restricted Subsidiary may withdraw funds to deploy the proceeds of an Asset Sale in compliance with Section 4.18 (“Asset Sales”); and (b) to the extent that any disposition in such Asset Sale was of Collateral, the non-cash consideration received is pledged as Collateral under the Collateral Agreements substantially simultaneously with such sale, in accordance with the requirements set forth in this Indenture and the Collateral Agreements;

(3) upon legal or covenant defeasance or satisfaction and discharge of the Notes as provided in Sections 8.02, 8.03 and 10.01 (“Legal Defeasance and Discharge,” “Covenant Defeasance” and “Satisfaction and Discharge,” respectively);

(4) with respect to an applicable Subsidiary, upon the occurrence of a Contract Unwind Trigger;

(5) with respect to any assignment of rights under the respective terminated Internal Charter only, upon the occurrence of an Internal Charter Unwind Trigger; or

(6) if any Guarantor is released from its Note Guarantee in accordance with the terms of this Indenture (including by virtue of such Guarantor ceasing to be a Restricted Subsidiary), that Guarantor’s assets will also be released from the Liens securing its Note Guarantee and the other Obligations.

(b) In addition to the foregoing, the Company and the Guarantors will comply with the provisions of TIA Section 314. To the extent applicable, the Company and the Guarantors will comply with TIA Section 314(d), relating to the release of property or securities or relating

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to the substitution therefor of any property or securities to be subjected to the Lien of the security documents. Any certificate or opinion required by TIA Section 314(d) may be made by an Officer of the Company except in cases where TIA Section 314(d) requires that such certificate or opinion be made by an independent Person, which Person will be an independent engineer, appraiser or other expert selected by the Parent. Notwithstanding anything to the contrary in this paragraph, neither Parent nor the Company will be required to comply with all or any portion of TIA Section 314(d) if it determines, in good faith based on advice of counsel, that under the terms of TIA Section 314(d) and/or any interpretation or guidance as to the meaning thereof of the SEC, including “no action” letters or exemptive orders, all or any portion of TIA Section 314(d) is inapplicable to one or a series of released Collateral.

(c) Upon receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Company or the Guarantors, as the case may be, the Noteholder Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Collateral Agreements, including the Intercreditor Agreement (if any).

(d) The release of any Collateral from the terms of the Collateral Agreements shall not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Collateral is released pursuant to this Indenture and the Collateral Agreements.

Section 12.04 Form and Sufficiency of Release.

In the event that the Company or any Guarantor has sold, exchanged, or otherwise disposed of or proposes to sell, exchange or otherwise dispose of any portion of the Collateral that may be sold, exchanged or otherwise disposed of by the Company or any Guarantor to any Person other than the Company or a Guarantor, and the Company or any Guarantor requests in writing that the Noteholder Collateral Agent furnish a written disclaimer, release or quit-claim of any interest in such property under this Indenture and the Collateral Agreements, the Noteholder Collateral Agent shall execute, acknowledge and deliver to the Company or such Guarantor (in proper form prepared by the Company or such Guarantor) such an instrument without representation or warranty promptly after satisfaction of the conditions set forth herein for delivery of any such release. Notwithstanding the preceding sentence, all purchasers and grantees of any property or rights purporting to be released herefrom shall be entitled to rely upon any release executed by the Noteholder Collateral Agent hereunder as sufficient for the purpose of this Indenture and as constituting a good and valid release of the property therein described from the Lien of this Indenture or of the Collateral Agreements.

Section 12.05 Authorization of Actions to be Taken by the Pari Passu Collateral Agent Under the Collateral Agreements and the Noteholder Collateral Agent Under the Intecreditor Agreement.

Subject to the provisions of the applicable Collateral Agreements and the Intercreditor Agreement, the Trustee and each Holder, by acceptance of any Notes, agrees that (a) the Pari Passu Collateral Agent shall execute and deliver the Intercreditor Agreement, the Collateral Agreements, and all agreements, documents and instruments incidental thereto, and act in

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accordance with the terms thereof and in accordance with the written directions of the “Controlling Party” (as defined in the Intercreditor Agreement), (b) the Pari Passu Collateral Agent may, in its sole discretion and without the consent of the Trustee or the Holders, take (and, at the written direction of the Controlling Party, shall take) all actions it or the Controlling Party, as the case may be, deems necessary or appropriate in order to (i) enforce any of the terms of the Collateral Agreements and the Intercreditor Agreement and (ii) collect and receive any and all amounts payable in respect of the Obligations and other Pari Passu Obligations of the Company and the Guarantors hereunder and under the Notes, the Note Guarantees, the Intercreditor Agreement, the Collateral Agreements and the other Pari Passu Documents, (c) the Pari Passu Collateral Agent shall have power to institute and to maintain such suits and proceedings as it may deem expedient (or as the Controlling Party may instruct it in writing to take) to prevent any impairment of the Collateral by any act that may be unlawful or in violation of the Collateral Agreements or this Indenture, and suits and proceedings as the Pari Passu Collateral Agent or the Controlling Party may deem expedient to preserve or protect its interests and the interests of the Trustee and the Holders or any other Pari Passu Secured Party in the Collateral (including the power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest thereunder or be prejudicial to the interests of the Pari Passu Collateral Agent, the Holders, the Trustee or any other Pari Passu Secured Party) and (d) at any time the Noteholder Collateral Agent is the Controlling Party, it shall be entitled to direct the Pari Passu Collateral Agent in writing to take any of the foregoing actions. Notwithstanding the foregoing, at any time the Noteholder Collateral Agent is the Controlling Party, it may, at the expense of the Company, request the direction of the Holders with respect to any such actions and upon receipt of the written consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes, shall take, or instruct the Pari Passu Collateral Agent in writing to take, such actions; provided that all actions so taken shall, at all times, be in conformity with the requirements of the Intercreditor Agreement. The Pari Passu Collateral Agent shall be entitled to the rights contained in and shall be protected by the provisions contained in Article IV of the Intercreditor Agreement and the Noteholder Collateral Agent shall be entitled to the rights contained in and shall be protected by the provisions contained in Article IV of the Intercreditor Agreement mutatis mutandis.

Section 12.06 Authorization of Receipt of Funds by the Trustee Under the Collateral Agreements.

The Noteholder Collateral Agent is authorized to receive any funds for the benefit of itself, the Trustee and the Holders distributed under the Collateral Agreements and to the extent not prohibited under any future Intercreditor Agreement, as applicable, for turnover to the Trustee to make further distributions of such funds to itself, the Trustee and the Holders in accordance with the provisions of Section 6.10 (“Priorities”) and the other provisions of this Indenture.

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Section 12.07 Replacement of Noteholder Collateral Agent.

A resignation or removal of the Noteholder Collateral Agent and appointment of a successor Noteholder Collateral Agent may be effected pursuant to the terms of the Security Agreement.

Section 12.08 Further Assurances.

(a) Neither the Company nor any Guarantor will enter into (i) any agreement that requires the proceeds received from any sale of Collateral to be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness of any Person, other than as permitted or required by this Indenture and the Collateral Agreements or (ii) any amendment to, or other agreement in respect of, the Tungsten Explorer Construction Contract to the extent that any such amendment or agreement would be materially adverse to the Company or any of the Restricted Subsidiaries or the Holders.

(b) To the extent that any instrument, Mortgage or other document is required to be delivered to give effect to and perfect the Liens (including with respect to the Tungsten Explorer when title thereto becomes legally vested in the applicable Guarantor), the Company and the Guarantors will be required to use their commercially reasonable efforts to deliver such instruments, Mortgages and/or other documents as soon as possible but in no event later than 20 Business Days following the Issue Date or, if an asset is acquired or delivered after the Issue Date, not later than 20 Business Days after such acquisition or delivery date; provided, however, that with respect to the Mortgage amendments in respect of the Panamanian flag vessels the Emerald Driller, the Sapphire Driller, the Topaz Driller and the Aquamarine Driller, the Company and the Guarantors shall be required to file such instruments, Mortgages and/or other documents no later than the second business day following the Issue Date. Upon the occurrence of a Contract Winning Trigger, Parent or the Company shall cause the applicable Subsidiary to pledge its assets and property pursuant to the Collateral Agreements to become part of the Collateral subject to the Liens and shall perfect such Liens as soon as practicable but not later than 20 Business Days or as soon as practicable where applicable local law requires additional time for compliance with applicable legal requirements; and such Liens shall be released upon the occurrence of a Contract Unwind Trigger, provided that no assets or property have been transferred or sold, directly or indirectly, by the Company or a Guarantor to such applicable Subsidiary that is subject to Section 4.18 (“Asset Sales”).

(c) In furtherance of the foregoing in this Section, Parent and the Company shall, and they shall cause any Guarantor to, at their sole cost and expense:

(1) execute and deliver all such agreements and instruments and take all further action as the Pari Passu Collateral Agent or the Trustee shall reasonably request to more fully or accurately describe the property intended to be Collateral or the obligations intended to be secured by the Collateral Agreements;

(2) file any such notice filings or other agreements or instruments as may be reasonably necessary under applicable law to perfect the Liens created by the Collateral Agreements;

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(3) not assign or grant a security interest or pledge in or of the Tungsten Explorer Construction Contract or Tungsten Explorer Refund Guarantee to any Person other than the Pari Passu Collateral Agent; and

(4) deliver to the Pari Passu Collateral Agent not more than five (5) months after the Issue Date an opinion of Panamanian counsel reasonably acceptable to the Pari Passu Collateral Agent to the effect that the Ship Mortgages covering the Panamanian flag vessels have been duly permanently registered in the Public Registry as appropriate in Panama.

ARTICLE 13

MISCELLANEOUS

Section 13.01 TIA Controls.

The terms of the Notes include those stated herein and those made part of this Indenture by the TIA, which applies to this Indenture and is incorporated by reference herein. If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA §318(c), the imposed duties will control.

Section 13.02 Notices.

Any notice or communication by the Company, any Guarantor, the Trustee or the Noteholder Collateral Agent to the others is duly given if in writing and delivered in Person or by first class mail (registered or certified, return receipt requested), facsimile transmission or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Company and/or any Guarantor:

Vantage Drilling Company

777 Post Oak Boulevard

Suite 800

Houston, Texas 77056

Attention: Chief Financial Officer

Facsimile: 281-404-4749

If to the Trustee and Noteholder Collateral Agent:

Wells Fargo Bank, National Association

750 N. St. Paul Place, Suit 1750

MAC T9263-170

Dallas, Texas 75201

Attention: Corporate Trust, Municipal and Escrow Services

Facsimile No.: (214) 756-7401

The Company, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

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All notices and communications (other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

Any notice or communication to a Holder will be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery or by electronic means to its address shown on the register kept by the Registrar. Any notice or communication will also be so mailed to any Person described in TIA § 313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Company mails a notice or communication to Holders, it will mail a copy to the Trustee and each Agent at the same time.

Notwithstanding any other provision of this Indenture or any Note, where this Indenture or any Note provides for notice of any event (including any notice of redemption) to a Holder of a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depositary for such Note (or its designee), pursuant to the customary procedures of such Depositary.

A copy of this Indenture and the Collateral Agreements may be requested in writing by a Holder for no charge.

Section 13.03 Communication by Holders with Other Holders.

Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture, any Collateral Agreement, any Note Guarantee or the Notes. The Company, the Trustee, the Noteholder Collateral Agent the Registrar and anyone else shall have the protection of TIA § 312(c).

Section 13.04 Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Company to the Trustee or the Noteholder Collateral Agent, as the case may be, to take any action under this Indenture or any Collateral Agreement, the Company shall furnish to the Trustee or the Noteholder Collateral Agent, as the case may be:

(1) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee or the Noteholder Collateral Agent, as the case may be (which must include the statements set forth in Section 13.05 (“Statements Required in Certificate or Opinion”) hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture or any Collateral Agreement relating to the proposed action have been satisfied; and

(2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 13.05 (“Statements Required in Certificate or Opinion”) hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

126

Section 13.05 Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture or any Collateral Agreement (other than a certificate provided pursuant to TIA § 314(a)(4)) must comply with the provisions of TIA § 314(e) and must include:

(1) a statement that the Person making such certificate or opinion has read such covenant or condition;

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

(4) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

Section 13.06 Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 13.07 No Personal Liability of Directors, Officers, Employees and Stockholders.

No present, past or future director, officer, employee, incorporator or stockholder of the Company, any Restricted Subsidiary or any Guarantor, as such, will have any liability for any obligations of the Company, any Restricted Subsidiary or the Guarantors under the Notes, this Indenture or the Note Guarantees, the Collateral Agreements or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Section 13.08 Governing Law.

THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES, THE REGISTRATION RIGHTS AGREEMENT, THE NOTE GUARANTEES AND CERTAIN OF THE COLLATERAL AGREEMENTS, INCLUDING THE SECURITY AGREEMENT AND THE INTERCREDITOR AGREEMENT.

127

Each party not located in the United States appoints C T Corporation System, which currently maintains a New York office at 111 Eighth Avenue, New York, New York, 10011, United States of America, as its agent to receive service of process or other legal summons for purposes of any such suit, action or proceeding that may be instituted in any state or federal court in the Borough of Manhattan in the City of New York.

Section 13.09 No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 13.10 Successors.

All agreements of the Company in this Indenture and the Notes will bind its successors. All agreements of the Trustee and the Noteholder Collateral Agent in this Indenture will bind its successors. All agreements of each Guarantor in this Indenture will bind its successors, except as otherwise provided in Section 11.05 (“Releases”) hereof.

Section 13.11 Severability.

In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

Section 13.12 Counterpart Originals.

The parties may sign any number of copies of this Indenture. Each signed copy will be an original, but all of them together represent the same agreement.

Section 13.13 Table of Contents, Headings, etc.

The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions hereof.

[Signatures on following page]

128

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

OFFSHORE GROUP INVESTMENT LIMITED, as the Company
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer
VANTAGE DRILLING COMPANY, as Parent and as a Guarantor
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Teasurer
VANTAGE HOLDING HUNGARY KFT., as Guarantor
By:	/s/ Mark Howell
	Name:	Mark Howell
	Title:	Managing Director
By:	/s/ Julia Varga
	Name:	Julia Varga
	Title:	Managing Director
VANTAGE DRILLING NETHERLANDS B.V., as Guarantor
By:	/s/ Linda J. Ibrahim
	Name:	Linda Jovana Ibrahim
	Title:	Managing Director A
By:	/s/ TMF Management B.V.
	Name:	TMF Management B.V.
	Title:	Managing Director B

VTG Indenture Signature Page

By:	/s/ TMF Management B.V.
	Name:	TMF Management B.V.
	Title:	Managing Director B
P2021 RIG CO., as Guarantor
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer
VANTAGE INTERNATIONAL MANAGEMENT CO., as Guarantor
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer
VANTAGE DRILLER I CO., as Guarantor
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer
VANTAGE DRILLER II CO., as Guarantor
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer
VANTAGE DRILLER III CO., as Guarantor
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer

VTG Indenture Signature Page

VANTAGE DRILLER IV CO., as Guarantor
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer
SAPPHIRE DRILLER COMPANY, as Guarantor
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer
EMERALD DRILLER COMPANY, as Guarantor
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer
P2020 RIG CO., as Guarantor
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer
VANTAGE HOLDINGS MALAYSIA I CO., as Guarantor
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer

VTG Indenture Signature Page

VANTAGE DRILLING (MALAYSIA) I SDN. BHD.,
as Guarantor
By:	/s/ Ronald J. Nelson
	Name:	Ronald J. Nelson
	Title:	Director
VANTAGE DRILLING LABUAN I LTD., as Guarantor
By:	/s/ Ronald J. Nelson
	Name:	Ronald J. Nelson
	Title:	Director
VANTAGE DEEPWATER COMPANY, as Guarantor
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer
VANTAGE DEEPWATER DRILLING, INC., as Guarantor
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer
VANTAGE DRILLING POLAND – LUXEMBOURG BRANCH, as Guarantor
By:	/s/ Ian Foulis
	Name:	Ian Foulis
	Title:	Branch Manager

VTG Indenture Signature Page

VANTAGE HOLDINGS CYPRUS ODC LIMITED as Guarantor
By:	/s/ Mark Howell
	Name:	Mark Howell
	Title:	Director
DRAGONQUEST HOLDINGS COMPANY, as Guarantor
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer
TUNGSTEN EXPLORER COMPANY, as Guarantor
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer
VANTAGE DELAWARE HOLDINGS, LLC, as Guarantor
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer
PT. VANTAGE DRILLING COMPANY INDONESIA, as Guarantor
By:	/s/ David Tait
	Name:	David Tait
	Title:	Director

VTG Indenture Signature Page

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:	/s/ John C. Stohlmann
	Name:	John C. Stohlmann
	Title:	Vice President
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Noteholder Collateral Agent
By:	/s/ John C. Stohlmann
	Name:	John C. Stohlmann
	Title:	Vice President

VTG Indenture Signature Page

EXHIBIT A

[Face of Rule 144A/Reg S/IAI Note]

[Insert the Global Note Legend, if applicable pursuant to the provisions of this Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions of this Indenture]

ADDITIONAL LEGEND: THE HOLDER OF THIS SECURITY IS ENTITLED TO THE BENEFITS OF THE REGISTRATION RIGHTS AGREEMENT, THE NOTE GUARANTEES AND THE COLLATERAL AGREEMENTS (EACH, AS DEFINED IN THIS INDENTURE).

FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT. THE COMPANY AGREES TO PROVIDE PROMPTLY TO THE HOLDER OF THIS NOTE, UPON WRITTEN REQUEST, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE PRICE, THE ISSUE DATE AND THE YIELD TO MATURITY AND, IN ADDITION, THE COMPARABLE YIELD AND PROJECTED PAYMENT SCHEDULE ESTABLISHED PURSUANT TO UNITED STATES TREASURY REGULATIONS APPLICABLE TO DEBT INSTRUMENTS SUBJECT TO THE NONCONTINGENT BOND METHOD. ANY SUCH WRITTEN REQUEST SHOULD BE SENT TO CHIEF FINANCIAL OFFICER, OFFSHORE GROUP INVESTMENT LIMITED, AT THE FOLLOWING ADDRESS: 777 POST OAK BOULEVARD, SUITE 800, HOUSTON TEXAS 77056.

A-1

CUSIP:

144A: 676253 AL1

Reg S: G67179 AE4

IAI: 676253 AN7

7.125% Senior Secured First Lien Notes due 2023

No. S-1 $            

Offshore Group Investment Limited

promises to pay to Cede & Co. or registered assigns, the principal sum of              DOLLARS on April 1, 2023. This Note is being issued at par value.

Interest Payment Dates: April 1 and October 1

Record Dates: March 15 and September 15.

Dated: March 28, 2013

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OFFSHORE GROUP INVESTMENT LIMITED
By:
	Name:
	Title:

A-3

This is one of the Notes referred to in the within-mentioned Indenture:
Dated as of:
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:
	Authorized Signatory

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[Back of Note]

7.125% Senior Secured First Lien Notes due 2023

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

(1) INTEREST. Offshore Group Investment Limited, a Cayman Islands exempted company (the “Company”), promises to pay interest on the principal amount of this Note at a rate of 7.125% per annum, from the Issue Date until maturity. The Company will pay interest semi-annually in arrears on April 1 and October 1 of each year, commencing on October 1, 2013, or if any such day is not a Business Day, on the next succeeding Business Day. Interest on the Notes will accrue from the most recent Interest Payment Date or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date. The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal, premium, if any, and interest (without regard to any applicable grace period), from time to time on demand at a rate equal to 2% per annum in excess of the then applicable interest rate on the Notes to the extent lawful. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. The Company will notify the Trustee in writing of the amount of interest proposed to be paid on each Note and the date of the proposed payment. At least 15 days before the Record Date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) will mail or cause to be mailed to Holders a notice that states the Record Date, the related Interest Payment Date and the amount of such interest to be paid. The Company will pay Additional Interest, if any, to Holders pursuant to the Registration Rights Agreement. All references to “interest” shall mean the initial interest rate borne by the Notes plus any Default Interest, any Additional Interest and any Special Interest, as the case may be. If there has been no demand that the Company pay Default Interest, the Company shall pay Default Interest, Additional Interest, if any, and Special Interest, if any, in the same manner as other interest, and on the same dates as set forth in the Notes and in the Indenture dated as of March 28, 2013 (the “Indenture”) among the Company, the Guarantors and the Trustee.

(2) METHOD OF PAYMENT. The Company will pay interest on the Notes to the Persons who are registered Holders at the close of business on March 15 or September 15 immediately preceding the next Interest Payment Date, even if such Notes are canceled after such Record Date and on or before such Interest Payment Date. The Notes will be payable as to principal, premium, if any, and interest at the office or agency of the Company maintained for such purpose, or, at the option of the Company, payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that (1) payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium on, all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Company or the Paying Agent and (2) such payment by check may

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only be paid so long as no event of default under the Indenture is continuing. Such payment will be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. The principal of the Notes shall be payable only upon surrender of any Note at the specified offices of the Paying Agent. If the due date for payment of the principal in respect of any Note is not a Business Day at the place in which it is presented for payment, the Holder thereof shall not be entitled to payment of the amount due until the next succeeding Business Day at such place.

(3) PAYING AGENT AND REGISTRAR. Initially, Wells Fargo Bank, National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity; provided no Event of Default is continuing.

(4) INDENTURE; REGISTRATION RIGHTS AGREEMENT AND COLLATERAL AGREEMENTS. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended. The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the Indenture, the Indenture shall govern and be controlling. The Indenture does not limit the aggregate principal amount of Notes that may be issued thereunder. Holders are entitled to the benefits of the Registration Rights Agreement and the Collateral Agreements.

(5) RANKING. This Note shall constitute a senior obligation of the Company and the Obligation of the Company under the Indenture and this Note shall be secured pursuant to the Collateral Agreements.

(6) OPTIONAL REDEMPTION.

(a) At any time prior to April 1, 2016, the Company may, at its option, redeem up to 35% of the aggregate principal amount of Notes, at one time or from time to time, issued under this Indenture (which amount includes Additional Notes, if any) at a redemption price equal to 107.125% of the principal amount, plus accrued and unpaid interest and Additional Interest, if any, to the applicable Redemption Date, with the net cash proceeds of one or more Equity Offerings; provided that (i) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 60 days of the date of the closing of such Equity Offering.

(b) At any time prior to April 1, 2018, the Company may, at its option, redeem the Notes, in whole or in part, at one time or from time to time, upon not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to, the applicable Redemption Date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date in respect of then outstanding Notes.

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(c) On or after April 1, 2018, the Company may redeem the Notes, in whole or in part, at one time or from time to time, upon not less than 30 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed, to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant Interest Payment Date:

For the Period Below	Percentage
On or after April 1, 2018		103.5625	%
On or after April 1, 2019		102.3750	%
On or after April 1, 2020		101.1875	%
On or after April 1, 2021 and thereafter		100.0000	%

(d) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date.

(7) OPTIONAL REDEMPTION FOR CHANGES IN WITHHOLDING TAXES. Pursuant to Section 3.08 (“Optional Redemption for Changes in Withholding Taxes”) of the Indenture, the Company will make an optional redemption in the case that a change in withholding taxes adversely affects the Holders of the Notes.

(8) MANDATORY REDEMPTION. The Company may be required to make a mandatory redemption pursuant to Section 3.09 (“Mandatory Redemption Upon Event of Loss of a Vessel”) of the Indenture.

(9) REPURCHASE AT THE OPTION OF HOLDER.

(a) If there is a Change of Control, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to minimum amounts of $2,000 and integral multiples of $1,000) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, thereon to the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date (the “Change of Control Payment”). Within 10 Business Days following any Change of Control or, at the Company’s option, prior to such Change of Control but after public announcement thereof, the Company will send a notice to each Holder and the Trustee setting forth the procedures governing the Change of Control Offer as required by the Indenture.

(b) If the Company or a Restricted Subsidiary of the Company consummates an Asset Sale pursuant to Section 4.18 (“Asset Sales”) of the Indenture, the Company, in circumstances specified in the Indenture, may be required to commence an

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offer to all Holders and all Holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 3.10 (“Offer to Purchase by Application of Excess Proceeds”) of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture. Holders that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related Purchase Date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

(10) NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with a defeasance of the Notes or a satisfaction or discharge of the Indenture. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed.

(11) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a Record Date and the corresponding Interest Payment Date.

(12) PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes. Only Holders have rights under the Indenture and this Note.

(13) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture, the Notes, the Note Guarantees or the Collateral Agreements may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes, voting as a single class, and any existing Default or Event or Default or compliance with the Indenture, the Notes or the Note Guarantees, the Collateral Agreements may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, voting as a single class. Without the consent of any Holder of a Note, the Indenture, the Notes, the Note Guarantees or the Collateral Agreements may be amended or supplemented to cure any ambiguity, defect or inconsistency and to effect certain other changes as set forth in the Indenture.

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(14) DEFAULTS AND REMEDIES. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or premium, if any,) if it determines that withholding notice is to their benefit. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

(15) TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

(16) NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator or stockholder of the Company, any Restricted Subsidiary or any Guarantor, as such, will have any liability for any obligations of the Company, any Restricted Subsidiary or the Guarantors under the Notes, the Indenture, the Note Guarantees or the Collateral Agreements or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder, by accepting a Note, waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

(17) AUTHENTICATION. This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

(18) ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

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(19) CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon.

(20) GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE, THE NOTE GUARANTEES AND THE COLLATERAL AGREEMENTS.

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture or the Collateral Agreements. Requests may be made to:

VANTAGE DRILLING COMPANY

777 Post Oak Boulevard

Suite 800

Houston, Texas 77056

Attention: Chief Financial Officer

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
	(Insert assignee’s legal name)
(Insert assignee’s soc. sec. or tax I.D. no.)
(Print or type assignee’s name, address and zip code)

and irrevocably appoint                                                                                                                                                     to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date:                     

Your Signature:

(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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Option of Holder to Elect Purchase

If you want to elect to have this Note purchased by the Company pursuant to Section 4.17 (“Offer to Repurchase Upon Change of Control” or Section 4.18 (“Asset Sales”) of the Indenture, check the appropriate box below:

¨ Section 4.17 (“Offer to Repurchase Upon Change of Control”) ¨ Section 4.18 (“Asset Sales”)

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.17 (“Offer to Repurchase Upon Change of Control”) or Section 4.18 (“Asset Sales”) of the Indenture, state the amount you elect to have purchased:

$            

Date:                     

Your Signature:

(Sign exactly as your name appears on the face of this Note)

Tax Identification No.:

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Certificated Note, or exchanges of a part of another Global Note or Certificated Note for an interest in this Global Note, have been made:

Date of Exchange Amount of
decrease in
Principal Amount
of this Global
Note Amount of
increase in
Principal Amount
of this Global
Note Principal Amount
of this Global
Note following
such decrease (or
increase) Signature of
authorized officer
of Trustee or
Custodian

* This schedule should be included only if the Note is issued in global form.

A-13

EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

Vantage Drilling Company

777 Post Oak Boulevard

Suite 800

Houston, Texas 77056

Attention: Chief Financial Officer

If to the Trustee and Noteholder Collateral Agent:

Wells Fargo Bank, National Association

750 N. St. Paul Place, Suite 1750

MAC T9263-170

Dallas, Texas 75201

Attention: Corporate Trust, Municipal and Escrow Services

Facsimile No.: (214) 756-7401

Re: 7.125% Senior Secured First Lien Notes due 2023

Reference is hereby made to the Indenture, dated as of March 28, 2013 (the “Indenture”), among Offshore Group Investment Limited, as issuer (the “Company”), the Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                    , (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $             in such Note[s] or interests (the “Transfer”), to              (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1. ¨ Check if Transferee will take delivery of a beneficial interest in the Rule 144A Global Note or a Restricted Certificated Note pursuant to Rule 144A. The Transfer is being effected pursuant to an in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Certificated Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Certificated Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Personal and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transfer enumerated in the Private Placement Legend printed on the Rule 144A Global Note and/or the Restricted Certificated Note and in the Indenture and the Securities Act.

B-1

2. ¨ Check if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or a Restricted Certificated Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Certificated Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Restricted Certificated Note and in the Indenture and the Securities Act.

3. ¨ Check and complete if Transferee will take delivery of a beneficial interest in the IAI Global Note or a Restricted Certificated Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Certificated Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

(a) ¨ such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

or

(b) ¨ such Transfer is being effected to the Company or a subsidiary thereof;

or

(c) ¨ such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act;

or

(d) ¨ such Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby further certifies that it has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted

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Certificated Notes and the requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee in the form of Exhibit D to the Indenture and (2) an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Certificated Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the IAI Global Note and/or the Restricted Certificated Notes and in the Indenture and the Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

[Insert Name of Transferor]
By:
	Name:
	Title:

Dated:

B-3

ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer a beneficial interest in the:

[CHECK ONE]

(i) ¨ Rule 144A Global Note (CUSIP 676253 AL1), or

(ii) ¨ Regulation S Global Note (CUSIP G67179 AE4), or

(iii) ¨ IAI Global Note (CUSIP 676253 AN7); or

2. After the Transfer the Transferee will hold a:beneficial interest in the:

[CHECK ONE]

(i) ¨ Rule 144A Global Note (CUSIP 676253 AL1), or

(ii) ¨ Regulation S Global Note (CUSIP G67179 AE4), or

(iii) ¨ IAI Global Note (CUSIP 676253 AN7); or

in accordance with the terms of the Indenture.

B-4

EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

Vantage Drilling Company

777 Post Oak Boulevard

Suite 800

Houston, Texas 77056

Attention: Chief Financial Officer

If to the Trustee and Noteholder Collateral Agent:

Wells Fargo Bank, National Association

750 N. St. Paul Place, Suite 1750

MAC T9263-170

Dallas, Texas 75201

Attention: Corporate Trust, Municipal and Escrow Services

Facsimile No.: (214) 756-7401

Re: 7.125% Senior Secured First Lien Notes due 2023

Reference is hereby made to the Indenture, dated as of March 28, 2013 (the “Indenture”), among Offshore Group Investment Limited, as issuer (the “Company”), the Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                    , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $             in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

1. Exchange of Restricted Certificated Notes or Beneficial Interests in Restricted Global Notes for Restricted Certificated Notes or Beneficial Interests in Restricted Global Notes

(a) ¨ Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Certificated Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Certificated Note with an equal principal amount, the Owner hereby certifies that the Restricted Certificated Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Certificated Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Certificated Note and in the Indenture and the Securities Act.

(b) ¨ Check if Exchange is from Restricted Certificated Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Certificated Note for a beneficial interest in the [CHECK ONE] ¨ Rule 144A

C-1

Global Note, ¨ Regulation S Global Note, ¨ IAI Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

[Insert Name of Transferor]
By:
	Name:
	Title:

Dated:

C-2

EXHIBIT D

FORM OF CERTIFICATE FROM

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Vantage Drilling Company

777 Post Oak Boulevard

Suite 800

Houston, Texas 77056

Attention: Chief Financial Officer

If to the Trustee and Noteholder Collateral Agent:

Wells Fargo Bank, National Association

750 N. St. Paul Place, Suite 1750

MAC T9263-170

Dallas, Texas 75201

Attention: Corporate Trust, Municipal and Escrow Services

Facsimile No.: (214) 756-7401

Re: 7.125% Senior Secured First Lien Notes due 2023

Reference is hereby made to the Indenture, dated as of March 28, 2013 (the “Indenture”), among Offshore Group Investment Limited, as issuer (the “Company”), the Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

In connection with our proposed purchase of $             aggregate principal amount of:

(a) ¨ a beneficial interest in a Global Note, or

(b) ¨ a Certificated Note,

we confirm that:

1. We understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended (the “Securities Act”).

2. We understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we will do so only (A) to the Company or any subsidiary thereof, (B) in

D-1

accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein), (C) to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a signed letter substantially in the form of this letter and an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144(k) under the Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any Person purchasing the Certificated Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein.

3. We understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and the Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear a legend to the foregoing effect.

4. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment.

5. We are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion.

You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

[Insert Name of Accredited Investor]
By:
	Name:
	Title:

Dated:

D-2

EXHIBIT E

FORM OF NOTATION OF NOTE GUARANTEE

For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in, and subject to, the Indenture dated as of March 28, 2013 (the “Indenture”) among Offshore Group Investment Limited, (the “Company”), the Guarantors party thereto and Wells Fargo Bank, National Association, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium, if any, and interest on, the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Note Guarantee and the Indenture, and the limitations thereon, are expressly set forth in Article 11 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee.

[Insert the following language if such Note Guarantee will be executed by any Guarantor organized under the laws of Poland: The liability of each Guarantor incorporated or established in Poland (a “Polish Guarantor”) under this Note Guarantee shall, in all circumstances, be limited to an amount equal to the Polish Limitation Amount (as defined below), calculated pursuant to the following formula:

G = A – L, where:

“G” means Polish Limitation Amount;

“A” means all assets (aktywa) of the relevant Polish Guarantor in the value recorded in (i) its latest annual unconsolidated financial statements made available to the Noteholder Collateral Agent or, if they are more up-to date, in (ii) its latest interim unconsolidated financial statements made available to the Noteholder Collateral Agent within 15 Business Days following its request or without such request (i.e. at the Polish Guarantor’s own motion);

“L” means all liabilities (zobowiązania) of the relevant Polish Guarantor existing on the date hereof and, henceforth, undertaken in accordance with the provisions of the Pari Passu Documents recorded in the pertinent financial statements referred to in the definition of “A” above and used for the purpose of determination of the value of assets (aktywa) of that Polish Guarantor. The term “liabilities” shall at all times exclude the Polish Guarantor’s liabilities under this Guarantee and all other guarantees of the Pari Passu Obligations but shall include any other obligations (secured and unsecured) of the Polish Guarantor, including any other off-balance sheet obligations of the Polish Guarantor.]

E-1

By its signature below, the undersigned covenants and agrees as follows:

(1) either (x) if it is a Guarantor who holds title to a Vessel or (y) it is a Guarantor who is an Internal Charterer of a Vessel, it hereby sells, assigns, transfers and sets over unto the Noteholder Collateral Agent for the benefit of the Trustee and the Holders, to the Noteholder Collateral Agent’s own proper use and benefit to secure all of the Obligations of the undersigned under this Note Guarantee, all the right, title, interest, claim and demand of the undersigned in and to:

(a) (i) any Internal Charter to which the undersigned is a party including, without limitation, within such assignment the right to receive all moneys due and to become due under the Internal Charter and all rights arising out of the owner’s lien on cargoes and subfreights thereunder, all claims for damages arising out of the breach thereof and the right of the undersigned to terminate the Internal Charter, to perform thereunder and to compel performance of the terms thereof; (ii) all moneys and claims for moneys due and to become due to the undersigned, and all claims for damages and all insurance and other proceeds in respect of, the actual or constructive loss of, or the requisition (whether of title or use), condemnation, sequestration, seizure, forfeiture or other taking of, such Vessel; and (iii) all proceeds of any of the foregoing;

(b) (i) all freights, hire and other moneys earned and to be earned, due or to become due, or paid or payable to, or for the account of, the undersigned, of whatsoever nature, arising out of or as a result of the use, operation, pooling or chartering (whether by Internal Charter or otherwise) by the undersigned or its agents of such Vessel, including, without limitation, all rights arising out of the owner’s lien on cargoes and subfreights thereunder, (ii) all moneys and claims for moneys due and to become due to the undersigned, and all claims for damages, arising out of the breach of any and all present and future drilling contracts, Internal Charters, other charter parties, pooling arrangements, bills of lading, contracts and other engagements of affreightment or for the carriage or transportation of cargo, and operations of every kind whatsoever of such Vessel and in and to any and all claims and causes of action for money, loss or damages that may accrue or belong to the undersigned, its successors or assigns, arising out of or in any way connected with the present or future use, operation, pooling or chartering of such Vessel or arising out of or in any way connected with any and all present and future requisitions, drilling contracts, charter parties, pooling arrangements, bills of lading, contracts and other engagements of affreightment or for the carriage or transportation of cargo, and other operations of such Vessel, (iii) all moneys and claims due and to become due to the undersigned, and all claims for damages and all insurances and other proceeds, in respect of the actual or constructive total loss of or requisition of use of or title to such Vessel, and (iv) any proceeds of any of the foregoing and all interest and earnings from the investment of any of the foregoing and the proceeds thereof;

E-2

(c) (i) all insurances in respect of such Vessel, whether heretofore, now or hereafter effected, and all renewals of or replacements for the same (the “Insurances”), (ii) all claims, returns of premium and other moneys and claims for moneys due and to become due under or in respect of the Insurances, (iii) all other rights of the undersigned under or in respect of the Insurances, and (iv) any proceeds of any of the foregoing and all interest and earnings from the investment of any of the foregoing and the proceeds thereof;

(d) each Drilling Contract to which it is a party and all moneys earned and to be earned, due or to become due, or paid or payable to, or for the account of, the undersigned, of whatsoever nature, in connection with any Drilling Contract and the proceeds thereof;

(2) if it becomes an Internal Charterer subsequent to the Issue Date, the undersigned by its signature below accedes to that certain Earnings Assignment by Internal Charterers dated as of October 25, 2012 as supplemented by that certain Insurance and Earnings Supplement dated March 28, 2013 and that certain Insurance Assignment by Internal Charterers dated as of October 25, 2012 as supplemented by that certain Insurance and Earnings Supplement dated March 28, 2013, as if such Internal Charterer were an original party to each, and makes the assignments contained therein;

(3) if it is an Internal Charterer as of the Issue Date but enters into a new Internal Charter subsequent to the Issue Date, the undersigned by its signature below confirms that certain Earnings Assignment by Internal Charterers dated as of October 25, 2012 as supplemented by that certain Insurance and Earnings Supplement dated March 28, 2013 and that certain Insurance Assignments by Internal Charterers dated as of October 25, 2012 as supplemented by that certain Insurance and Earnings Supplement dated March 28, 2013 apply to such new Internal Charter; and

(4) if the undersigned is an Internal Charterer on or subsequent to the Issue Date, it hereby (a) consents to the assignment to the Trustee of such Internal Charter made in any Note Guarantee or any other Collateral Agreements and agrees that it will make payment of all moneys due and to become due under such Internal Charter, without setoff or deduction for any claim, in accordance with the Collateral Agreements and (b) agrees that such Internal Charter, and any claims it may have against the Vessel and any Guarantor that is an owner of a Vessel or an Internal Charterer thereof of such shall be subject and subordinate in all respects to the lien of the respective Mortgage in favor of the Noteholder Collateral Agent, as Noteholder Collateral Agent and mortgagee, on the respective Vessel, and, at the option of the Noteholder Collateral Agent, foreclosure under such Mortgage (through court proceeding or private action as the Noteholder Collateral Agent may determine in its sole discretion) shall terminate such Internal Charter (and automatically shall thereby terminate any claim for unpaid hire or any other amount otherwise become due to the undersigned hereunder) and such liens and divest the undersigned and all subcharterers of all right, title and interest in and to the respective Vessel.

E-3

Capitalized terms used but not defined herein have the meanings given to them in the Indenture.

[GUARANTOR], as a Guarantor
By:
	Name:
	Title:

E-4

EXHIBIT F

FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of                     , 20    , among                      (the “Guaranteeing Subsidiary”), a subsidiary of [Offshore Group Investment Limited][Vantage Drilling Company] (or its permitted successor), a [Cayman Islands exempted company] (the [“Company”][”Parent”]), the other Guarantors (as defined in the Indenture referred to herein) and                     , as Trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of March 28, 2013 providing for the issuance of 7.125% Senior Secured First Lien Notes due 2023 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and

WHEREAS, pursuant to Section 9.01 (“Without Consent of Holders”) of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Note Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 11 thereof, and subject to the limitations therein.

3. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture or the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

F-1

4. NEW YORK LAW TO GOVERN. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.

F-2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

Dated:                     , 20    

[NEW GUARANTOR]
By:
	Name:
	Title:
OFFSHORE GROUP INVESTMENT LIMITED, as the Company
By:
	Name:
	Title:
VANTAGE DRILLING COMPANY, as Parent and as a Guarantor
By:
	Name:
	Title:
[ADD ADDITIONAL GUARANTORS], as Guarantor
By:
	Name:
	Title:
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:
	Name:
	Title:

F-3

EXHIBIT G-1

FORM OF SHIP MORTGAGE - PANAMA

G-1-1

EXHIBIT G-1

FORM OF

FIRST NAVAL MORTGAGE

By

[Shipowner]

To

WELLS FARGO BANK, NATIONAL ASSOCIATION

as

Pari Passu Collateral Agent and Mortgagee

Dated [ ]

Panamanian Vessel

[Vessel]

This FIRST NAVAL MORTGAGE (this “Mortgage”) is made this the th day of [            ], by [            ] (the “Shipowner”) with an address at: 777 Post Oak Boulevard, Suite 800, Houston, Texas 77056, to WELLS FARGO BANK, NATIONAL ASSOCIATION, as (i) Noteholder Collateral Agent pursuant to the terms of the Existing Indenture (defined below) (in such capacity, the “Existing Noteholder Collateral Agent”), as (ii) Noteholder Collateral Agent pursuant to the terms of the 2012 Indenture (defined below) (in such capacity, the “New Noteholder Collateral Agent”), as (iii) Collateral Agent under the Term Loan Agreement (defined below) (in such capacity, the “Lender Collateral Agent”), and (iv) as Collateral Agent pursuant to the terms of the Credit Agreement (defined below) (in such capacity, the “Credit Agreement Collateral Agent”, and together with the Existing Noteholder Collateral Agent, the New Noteholder Collateral Agent, and the Lender Collateral Agent, the “Pari Passu Collateral Agent”, together with its successors and assigns as such collateral agent under each of the Existing Indenture, the 2012 Indenture, the Term Loan Agreement and the Credit Agreement, the “Mortgagee”) with an address at: 750 N. St. Paul Place, Suite 1750, MAC T9263-170, Dallas, Texas 75201.

WHEREAS:

1. The Shipowner is the sole owner of the whole of the Panamanian flag vessel, “[            ]” with Permanent Patent Number [            ], which is duly documented in the name of the Shipowner under the laws and flag of the Republic of Panama, which vessel is further described on Schedule I attached hereto and made a part hereof.

2. The Shipowner is party to the Existing Indenture pursuant to which the Issuer issued senior secured first lien notes due 2015 (the “Existing Notes”) in the original aggregate principal amount of Two Billion Twenty Five Million United States Dollars (US$2,025,000,000) to the Initial Purchasers (as defined in the Existing Indenture). The form of the Existing Indenture is annexed hereto as Exhibit A and made a part hereof.

3. The Shipowner is party to the 2012 Indenture pursuant to which the Issuer has issued US$1,150,000,000 aggregate principal amount of 7.50% senior secured first lien notes due 2019 (the “2012 Notes”) to the Initial Purchasers (as defined in the 2012 Indenture). The form of the 2012 Indenture is annexed hereto as Exhibit B and made a part hereof.

4. The Shipowner is party to the Term Loan Agreement pursuant to which the lenders from time to time party thereto have advanced to the borrowers thereunder a term loan in the aggregate amount of Five Hundred Million United States Dollars (US$500,000,000). The form of the Term Loan Agreement is annexed hereto as Exhibit C and made a part hereof.

5. The Shipowner is party to the Credit Agreement pursuant to which the lenders from time to time party thereto have made a commitment to provide advances from time to time to the borrowers thereunder in an aggregate amount of up to Twenty Five Million United States Dollars (US$25,000,000). The form of the Credit Agreement is annexed hereto as Exhibit D and made a part hereof.

6. The Shipowner has executed its (w) Note Guarantee (as defined in the Existing Indenture) (the “Existing Note Guarantee”), (x) Note Guarantee (as defined in the 2012

Indenture) (the “2012 Note Guarantee”), (y) guarantee contained in the Term Loan Agreement (the “Loan Guarantee”) and (z) guarantee contained in the Credit Agreement (the “Credit Agreement Guarantee”; and, together with the Existing Note Guarantee, the 2012 Note Guarantee and the Loan Guarantee, the “Guarantees”) whereby it has guaranteed the obligations of the Issuer under the Existing Indenture and the 2012 Indenture respectively, the Credit Parties (including the Issuer) as defined in and party to the Term Loan Agreement, and the Loan Parties (including the Issuer) as defined in and party to the Credit Agreement. The Shipowner will receive substantial, direct and indirect, benefits through the extension of the loans under the terms of the Credit Facilities and related documents; and in consideration of such benefit and other good and valuable consideration and to secure its obligations under the Guarantees, the receipt and sufficiency of which are hereby acknowledged, the Shipowner has executed this Mortgage. The form of the Existing Note Guarantee is part of Exhibit A and made a part hereof. The form of the 2012 Note Guarantee is part of Exhibit B and made a part hereof. The Loan Guarantee is contained within Exhibit C and made a part hereof. The Credit Agreement Guarantee is contained within Exhibit D and made a part hereof.

7. In accordance with the terms of the Intercreditor Agreement, the parties thereto have, inter alia, agreed to certain matters relating to this Mortgage, the Existing Indenture, the 2012 Indenture, the Term Loan Agreement, and the Credit Agreement. The form of the Intercreditor Agreement is annexed hereto as Exhibit E and made a part hereof.

8. This Mortgage secures the Secured Obligations (including, without limitation, the costs, expenses and other amounts payable by Shipowner hereunder pursuant to Section 4.8 in connection with Mortgagee’s enforcing its rights and remedies pursuant to this Mortgage) and the Shipowner has duly authorized the execution and delivery of this Mortgage.

9. The parties to this Mortgage agree that the total amount of this Mortgage is the aggregate of (i) the Existing Notes in the current outstanding principal amount of Nine Hundred Ninety Nine Million Nine Hundred Ninety Nine Thousand United States Dollars (US$999,999,000), (ii) the 2012 Indenture Notes in the original outstanding principal amount of One Billion One Hundred Fifty Million United States Dollars (US$1,150,000,000), (iii) amounts due under the Term Loan Agreement in the original outstanding principal amount of Five Hundred Million United States Dollars (US$500,000,000), and (iv) amounts due under the Credit Agreement in the aggregate maximum principal amount of up to Twenty Five Million United States Dollars (US$25,000,000). The aggregate of the amounts in items (i)-(iv) is Two Billion Six Hundred Seventy Four Million Nine Hundred Ninety Nine Thousand United States Dollars (US$2,674,999,000) and that is the total principal amount of this Mortgage.

10. The Existing Notes bear interest at the rate of 11 ¹/₂% per annum, the 2012 Notes bear interest at the rate of 7.50% per annum; the amounts due under the Term Loan Agreement bear interest at the rate set forth in Section 2.08 of the Term Loan Agreement; and the amounts due under the Credit Agreement bear interest at the rate set forth in Section 2.05 of the Credit Agreement.

NOW, THEREFORE, to secure the prompt payment of the Secured Obligations and the performance and observance of all agreements, covenants and provisions of the Shipowner contained in its Guarantees, the Credit Facilities, this Mortgage and the other Pari Passu

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Documents, the Shipowner has mortgaged and by these presents does hereby execute and constitute a First Naval Mortgage in accordance with the provisions of Chapters V and VI, Title IV of Law No. 55 of August 6, 2008 of the Republic of Panama and the pertinent provisions of the Civil Code and other laws of the Republic of Panama upon the whole of the vessel (as more specifically described on Schedule I) to the Mortgagee, together with all of the boilers, engines, generators, drilling machinery and equipment, pumps and pumping equipment, machinery, masts, spars, sails, boats, anchors, cables, chains, rigging, tackle, outfit, apparel, furniture, fittings, equipment, spares, fuel, stores and all other appurtenances thereunto appertaining or belonging, and also any and all additions, improvements and replacements hereafter made in or to such vessel, or any part thereof, or in or to her equipment and appurtenances aforesaid (collectively, the “Vessel”);

TO HAVE AND TO HOLD all and singular the Vessel unto the Mortgagee and its successors and permitted assigns, to its and its successors’ and permitted assigns’ own use, benefit and behoof forever, subject to the rights of the Shipowner therein as herein provided;

IT IS HEREBY COVENANTED, DECLARED AND AGREED that the Vessel is to be held subject to the further covenants, conditions, provisions, terms and uses hereinafter set forth.

ARTICLE I

DEFINITIONS

SECTION 1.1 For purposes of this Mortgage, the following terms shall have the respective meanings given to them below. Capitalized terms used herein and not otherwise defined herein are used herein as defined in, or by reference in, the Intercreditor Agreement.

SECTION 1.2 The following terms shall have the following meanings:

“Credit Agreement” means that certain Credit Agreement dated as of June 21, 2012, among the Issuer, as borrower, the Parent, the guarantors from time to time party thereto (including the Shipowner), the lenders from time to time party thereto, and Royal Bank of Canada, as collateral agent, and any and all successors thereto in such capacity, as the same has been and may hereafter be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.

“Credit Agreement Collateral Agreements” means any agreement, document or instrument pursuant to which a Lien is granted to secure any Credit Agreement Obligation or under which rights or remedies with respect to any such Lien are governed, as the same may be amended, restated, modified, renewed, refunded, replaced or refinanced from time to time as permitted by the Pari Passu Documents.

“Credit Agreement Documents” means the Credit Agreement, the Credit Agreement Collateral Agreements, and any agreement, instrument or other document evidencing or governing any Credit Agreement Obligations.

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“Credit Agreement Indemnified Parties” means each of the Lenders, the Administrative Agent, and the Collateral Agent (as each such term is defined in the Credit Agreement).

“Credit Agreement Obligations” means all obligations of the Issuer, the Parent and the Guarantors (as defined in the Credit Agreement) under the Credit Agreement; any other Credit Agreement Documents and any other related document or instrument executed and delivered pursuant to any of the foregoing.

“Credit Agreement Secured Parties” has the meaning set forth in the Intercreditor Agreement.

“Credit Facilities” means the Existing Indenture, the 2012 Indenture, the Term Loan Agreement and the Credit Agreement.

“Environmental Law” means all former, current and future federal, state, local and foreign laws (including common law), treaties, regulations, rules, ordinances, codes, decrees, judgments, directives, orders (including consent orders), and agreements in each case, relating to protection of the environment, natural resources, human health and safety or the presence, Release of, or exposure to, Hazardous Materials, or the generation, manufacture, processing, distribution, use, treatment, storage, transport, recycling or handling of, or the arrangement for such activities with respect to, Hazardous Materials.

“Existing Indenture” means that certain Indenture dated as of July 30, 2010, among the Issuer, the guarantors from time to time party thereto, and Wells Fargo Bank, National Association, as trustee and noteholder collateral agent, and any and all successors thereto in either such capacity, as the same has been and may be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.

“Existing Indenture Collateral Agreements” means the Existing Note Guarantee and any agreement, document or instrument pursuant to which a Lien is granted to secure any Existing Note Obligations or under which rights or remedies with respect to any such Lien are governed, as the same may be amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time as permitted by the Existing Indenture.

“Existing Indenture Documents” means the Existing Indenture, the applicable Purchase Agreement(s), the Existing Indenture Collateral Agreements and any agreement, instrument or other document evidencing or governing any Existing Note Obligations.

“Existing Indenture Indemnified Parties” shall mean the Initial Purchasers (as defined in the Existing Indenture), the Mortgagee, as trustee and noteholder collateral agent and each Noteholder (as defined in the Existing Indenture).

“Existing Indenture Secured Parties” means the Existing Noteholder Collateral Agent and the Noteholders (as defined in the Existing Indenture).

“Existing Note Obligations” means all obligations of the Issuer, the Parent and the other Guarantors (as defined in the Existing Indenture) under the Existing Indenture, the Existing Notes, the Existing Indenture Collateral Agreements and any other related document or instrument executed and delivered pursuant to any of the foregoing.

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“Governmental Authority” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supranational bodies such as the European Union or the European Central Bank).

“Hazardous Material” means (a) any petroleum products or byproducts and all other hydrocarbons, coal ash, radon gas, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls and chlorofluorocarbons and (b) any chemical, material, substance or waste that is prohibited, limited or regulated by or pursuant to any Environmental Law.

“Indemnified Parties” means the Existing Indenture Indemnified Parties, the 2012 Indenture Indemnified Parties, the Term Loan Indemnified Parties the Credit Agreement Indemnified Parties, and the holders of the Other Pari Passu Obligations.

“Intercreditor Agreement” means that certain amended and restated intercreditor agreement, dated October 25, 2012 among (a) Wells Fargo Bank, National Association, as (x) the pari passu collateral agent, the noteholder collateral agent and the trustee under the 2012 Indenture,(y) the term loan collateral agent, the collateral agent and trustee under the Existing Indenture and (z) the collateral agent under the Credit Agreement, (b) Royal Bank of Canada, as agent under the Credit Agreement, (c) Citibank, N.A., as administrative agent under the Term Loan Agreement, and (d) acknowledged by the Issuer, Parent, and each of the other guarantors party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

“Issuer” means Offshore Group Investment Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands.

“Legal Requirement” means, as to any Person, any law, statute, ordinance, decree, award, requirement, order, writ, judgment, injunction, rule, regulation (or official interpretation of any of the foregoing) of, and the terms of any license or permit issued by, any Governmental Authority which is binding on such Person.

“Other Pari Passu Obligations” means other Indebtedness (as defined in the Intercreditor Agreement) of the Issuer or the Restricted Subsidiaries (as defined in the 2012 Indenture) that is equally and ratably secured with the Pari Passu Obligations as permitted by the 2012 Indenture and is designated by the Issuer as an Other Pari Passu Obligation.

“Parent” means Vantage Drilling Company, an exempted company incorporated with limited liability under the laws of the Cayman Islands.

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“Pari Passu Documents” means the Intercreditor Agreement, Existing Indenture Documents, the 2012 Indenture Documents, the Term Loan Documents, the Credit Agreement Documents and any other document or instrument evidencing or governing any Other Pari Passu Obligations.

“Pari Passu Obligations” means (a) the Existing Note Obligations, (b) the 2012 Note Obligations, (c) the Term Loan Obligations, (d) the Credit Agreement Obligations, (e) all Other Pari Passu Obligations and (f) all other obligations in respect of, or arising under, the Pari Passu Documents, including all fees and expenses of the collateral agent payable with respect thereto and shall include all interest and fees, which but for the filing of a petition in bankruptcy with respect to the Issuer, the Parent or any other guarantor thereunder (in each case, including in its capacity as a co-borrower thereunder), would have accrued on such obligations, whether or not a claim for such interest or fees is allowed in such proceeding.

“Permitted Liens” means Liens permitted from time to time under the Existing Indenture, the 2012 Indenture, the Term Loan Agreement or the Credit Agreement.

“Post-Closing Agreement” means that certain post-closing agreement, dated as of October 25, 2012, between Citigroup Global Markets Inc., as representative of the Initial Purchasers, and the Pari Passu Collateral Agent, and agreed to and accepted by, inter alia, the Shipowner and the Parent.

“Purchase Agreements” means (a) that certain Purchase Agreement dated as of July 26, 2010, among the Issuer and the initial guarantors party thereto, and agreed to and accepted by Jefferies & Company, Inc. and Deutsche Bank Securities Inc., as representatives of the Initial Purchasers (as defined therein), executed in connection with the Existing Indenture, (b) that certain Purchase Agreement dated as of May 20, 2011, among the Issuer and the initial guarantors party thereto, and agreed to and accepted by Jefferies & Company, Inc., as representative of the Initial Purchasers (as defined therein), executed in connection with the Existing Indenture, (c) that certain Purchase Agreement dated as of April 2, 2012, among the Issuer and the initial guarantors party thereto, and agreed to and accepted by Jefferies & Company, Inc., as representative of the Initial Purchasers (as defined therein), executed in connection with the Existing Indenture, (d) that certain Purchase Agreement dated as of October 16, 2012, among the Issuer and the initial guarantors party thereto, and agreed to and accepted by Citigroup Global Markets, Inc., as representative of the Initial Purchasers (as defined therein), executed in connection with the 2012 Indenture, and (e) each other purchase agreement from time to time entered into by the Issuer and the guarantors from time to time party to the 2012 Indenture in connection with an issuance of additional Notes (as defined in the 2012 Indenture) under the 2012 Indenture.

“Release” means any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment or within or upon any building, structure, facility or fixture.

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“Secured Obligations” means collectively (a)the Pari Passu Obligations, (b) the Other Pari Passu Obligations, and (c) the obligations under the Purchase Agreements of the Issuer and the guarantors party thereto.

“Secured Parties” means (a) the Pari Passu Collateral Agent, (b) the Existing Indenture Secured Parties, (c) the 2012 Indenture Secured Parties, (d) the Term Loan Secured Parties, (e) the Credit Agreement Secured Parties, and (f) the holders of Other Pari Passu Obligations.

“Term Loan Agreement” means that certain Term Loan Agreement dated as of on or about the date hereof, among the Issuer, as co-borrower, the US Borrower (as defined therein), the guarantors from time to time party thereto, the lenders from time to time party thereto, Citibank, N.A., as administrative agent, and Wells Fargo Bank, National Association, as collateral agent, as the same has been and may hereafter be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time as permitted by the Pari Passu Documents.

“Term Loan Collateral Agreements” means any agreement, document or instrument pursuant to which a guarantee is given or a Lien is granted to secure any Term Loan Obligations or under which rights or remedies with respect to any such Lien are governed, as the same may be amended, restated, modified, renewed, refunded, replaced or refinanced from time to time as permitted by the Pari Passu Documents.

“Term Loan Documents” means the Term Loan Agreement, the Term Loan Collateral Agreements and any agreement, instrument or other document evidencing or governing any Term Loan Obligations.

“Term Loan Indemnified Parties” shall mean each of the Lenders (as defined in the Term Loan Agreement) and the Mortgagee as collateral agent.

“Term Loan Obligations” means the “Obligations” (as defined in the Term Loan Agreement) of the Issuer, the US Borrower (as defined in the Term Loan Agreement) and the guarantors from time to time party to the Term Loan Agreement and any other related document or instrument executed and delivered pursuant thereto, in each case incurred pursuant to the Term Loan Agreement and any other related document or instrument executed and delivered pursuant thereto.

“Term Loan Secured Parties” has the meaning set forth in the Intercreditor Agreement.

“2012 Indenture” means that certain Indenture dated as of the date hereof, among the Issuer, the guarantors from time to time party thereto, and Wells Fargo Bank, National Association, as trustee and noteholder collateral agent, and any and all successors thereto in either such capacity, as the same has been and may be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.

“2012 Indenture Collateral Agreements” means the 2012 Note Guarantee and any agreement, document or instrument pursuant to which a Lien is granted to secure any 2012 Note Obligations or under which rights or remedies with respect to any such Lien are governed, as the same may be amended, restated, modified, renewed, refunded, replaced, or refinanced from time to time as permitted by the Pari Passu Documents.

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“2012 Indenture Documents” means the 2012 Indenture, the 2012 Notes, the applicable Purchase Agreements, the 2012 Indenture Collateral Agreements the Post-Closing Agreement, and any agreement, instrument or other document evidencing or governing any 2012 Note Obligations.

“2012 Indenture Indemnified Parties” shall mean the Initial Purchasers (as defined in the 2012 Indenture), the New Noteholder Collateral Agent, and each Noteholder (as defined in the 2012 Indenture).

“2012 Indenture Secured Parties” means the New Noteholder Collateral Agent and the Noteholders (as defined in the 2012 Indenture).

“2012 Note Obligations” means all obligations under the 2012 Indenture of the Issuer, the Parent and the other Guarantors (as defined in the 2012 Indenture) under the 2012 Indenture Documents and the other “obligations” under, and as defined in, the 2012 Indenture, including, but not limited to, all indebtedness evidenced by any and all Notes (as defined in the 2012 Indenture) now or hereafter issued thereunder, including any series of Notes that may hereafter from time to time be issued as permitted under the 2012 Indenture.

ARTICLE II

COVENANTS OF THE SHIPOWNER

The Shipowner covenants and agrees with the Mortgagee as follows:

SECTION 2.1 The Shipowner acknowledges it is justly indebted in accordance with the terms of the Credit Facilities, the Existing Notes, the 2012 Notes, the Pari Passu Documents and its Guarantees. The Shipowner will pay when due all Secured Obligations from time to time payable by the Shipowner under its Credit Facilities, the Existing Notes, the 2012 Notes, the Pari Passu Documents and its Guarantees and will observe, perform and comply with the covenants, terms and conditions herein and, as applicable, in its Credit Facilities, the Existing Notes, the 2012 Notes, the Pari Passu Documents and its Guarantees, on its part to be observed, performed or complied with. The formula for the calculation of interest on the amounts due under the Credit Facilities, the Existing Notes, and the 2012 Notes, and the terms of their payment together with the terms of the repayment of the principal of the Credit Facilities, the Existing Notes, and the 2012 Notes secured by this Mortgage are provided in the Existing Indenture, the 2012 Indenture, the Term Loan Agreement and the Credit Agreement, as applicable.

SECTION 2.2 The Shipowner is and shall remain duly qualified to own, document and operate the Vessel under the applicable laws and regulations of the Republic of Panama. The Vessel is duly documented in the name of the Shipowner as owner under the laws of the Republic of Panama with the Permanent Patent Number set forth in Whereas Clause 3 hereof.

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SECTION 2.3 The Shipowner lawfully owns and is lawfully possessed of the Vessel free from any Lien, charge or encumbrance whatsoever (except for this Mortgage and Permitted Liens), and will warrant and defend the title and possession thereto and to every part thereof for the benefit of the Mortgagee against the claims and demands of all persons whomsoever.

SECTION 2.4 The Shipowner has caused this Mortgage to be duly filed and recorded and will comply with and satisfy all of the provisions and requirements of the Republic of Panama relating to the mortgaging of Panamanian flag vessels (including, but not limited to, the provisions and requirements of Chapters V and VI, Title IV of Law No. 55 of August 6, 2008 of the Republic of Panama and the pertinent provisions of the Civil Code and other laws of the Republic of Panama) (the “Panamanian Ship Mortgage Law”) and the regulations in effect thereunder from time to time, as amended, in order to establish, perfect and maintain this Mortgage as a valid, enforceable and duly perfected first naval mortgage lien thereunder upon the Vessel and upon all renewals, replacements and improvements made in or to the same for the amount of the Secured Obligations. The Shipowner will cause this Mortgage to be permanently registered in the Republic of Panama within six (6) months of the day and year first above written. As of the date hereof, this Mortgage constitutes a valid, enforceable and duly perfected first naval mortgage on the Vessel in accordance with Panamanian Ship Mortgage Law.

SECTION 2.5 (a) The Shipowner will not (i) cause or permit the Vessel to be operated in any manner contrary to law, (ii) engage in any unlawful trade or violate any law, (iii) carry any cargo that will expose the Vessel to penalty, confiscation, forfeiture, capture or condemnation, or (iv) do, or suffer or permit to be done, anything which can or may injuriously affect the registration or enrollment of the Vessel under the laws and regulations of the Republic of Panama. The Shipowner will at all times keep the Vessel duly documented as a Panamanian flag vessel under all of the provisions and requirements of the Republic of Panama, eligible for the trade of the Republic of Panama in which it is engaged from time to time.

(b) All technical and commercial management of the Vessel shall be performed by the Shipowner or by a Guarantor that is a party to any drilling contract or any bareboat charter or other such charters respecting the Vessel (each such Guarantor being referred to herein as an “Internal Charterer”).

SECTION 2.6 Neither the Shipowner, any charterer, the master of the Vessel nor any other person has or shall have any right, power or authority to create, incur or permit to be placed or imposed or continued upon the Vessel any Lien whatsoever other than this Mortgage, and other Permitted Liens.

SECTION 2.7 The Shipowner will place, and at all times and places will retain, a properly certified copy of this Mortgage on board the Vessel with her papers and will cause such certified copy and such Vessel’s marine document to be exhibited to any and all persons having business therewith which might give rise to any Lien thereon other than Permitted Liens, and to any representative of the Mortgagee; and the Shipowner will place and keep prominently displayed in the chart room and in the master’s cabin of the Vessel, or in the case of a rig, in a prominent place aboard the rig, or in such location as the rig’s papers are kept, a framed printed notice in plain type reading as follows:

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“NOTICE OF MORTGAGE

This Vessel is covered by a First Naval Mortgage to Wells Fargo Bank, National Association, as the Mortgagee. Under the terms of said Mortgage, neither the Shipowner, any charterer, the master of this Vessel nor any other person has any right, power or authority to create, incur or permit to be imposed upon this Vessel any Lien whatsoever other than this Mortgage, and Permitted Liens (as defined in the Mortgage).”

SECTION 2.8 Except for this Mortgage, and the other Permitted Liens, the Shipowner will not suffer to be continued any Lien, encumbrance or charge on the Vessel.

SECTION 2.9 (a) If a libel or complaint be filed against the Vessel or the Vessel be otherwise attached, arrested, levied upon or taken into custody by any Governmental Authority or any person that purports to be acting on behalf of a Governmental Authority for any cause whatsoever, the Shipowner will promptly notify the Mortgagee and within 15 days will cause such Vessel to be released and all Liens thereon other than this Mortgage and other Permitted Liens to be discharged (except to the extent that the claim giving rise to such lien shall concurrently be contested by the Shipowner in good faith by appropriate proceedings that shall not affect the release of such Vessel) and will promptly notify the Mortgagee thereof in the manner aforesaid.

(b) If the Shipowner shall fail or neglect to furnish proper security or otherwise to release such Vessel from libel, arrest, levy, seizure or attachment within the time period required by Section 2.9(a) above, the Mortgagee or any person acting on behalf of the Mortgagee may furnish security to release such Vessel and by so doing shall not be deemed to cure the default of the Shipowner unless and until the Shipowner shall have reimbursed the Mortgagee from all costs and expenses (including reasonable attorney’s fees) incurred by the Mortgagee or such third party acting at the direction of the Mortgagee in procuring such release, including for any security so furnished.

SECTION 2.10 (a) Except while such Vessel is undergoing repairs, maintenance or is in lay up, the Shipowner will at all times and without cost or expense to the Mortgagee maintain and preserve, or cause to be maintained and preserved, the Vessel (i) in good running order and repair so that the Vessel shall be tight, staunch, strong and well and sufficiently tackled, apparelled, furnished, equipped and in every respect seaworthy and (ii) in at least as good a working order and condition as when this Mortgage was executed, ordinary wear and tear excepted; and will keep the Vessel, or cause her to be kept, in such condition as will entitle her to such classification rating with the American Bureau of Shipping or other classification society that is a member of the International Association of Classification Societies (each, a “Classification Society”) that companies engaged in the operation of vessels of the same type, size, age and flag as the Vessel maintain respecting their vessels with such Classification Society. Notwithstanding the foregoing, if the Vessel is affected by any loss or damage or any condemnation or taking of such Vessel or a portion or component thereof, the Shipowner shall

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make all necessary repairs and replacements to the Vessel, except where the failure to do so could not reasonably be expected to materially change the value or usefulness of the Vessel. The Shipowner will furnish the Mortgagee on the date hereof and annually thereafter a certificate issued by such Classification Society evidencing that such classification is maintained. The Shipowner will not change the Classification Society.

(b) The Mortgagee shall have the right at any time, on reasonable notice, to inspect or survey the Vessel to ascertain its condition and to satisfy itself that the Vessel is being properly repaired and maintained, and the Shipowner shall cause to be made all such repairs, without expense to the Mortgagee, as such inspection or survey may show to be required to maintain the classification of the Vessel required under this Section 2.10. The Shipowner shall also permit the Mortgagee to inspect the Vessel’s logs, whenever requested, on reasonable notice, and shall promptly furnish the Mortgagee with full information regarding any casualties or other accidents or damage to the Vessel involving an amount in excess of $1,000,000.

SECTION 2.11 (a) The Vessel shall, and the Shipowner covenants that it will, at all times comply with all applicable laws, rules and regulations, and the Vessel shall have on board as and when required thereby certificates showing compliance therewith.

(b) The Shipowner will not make, or permit to be made, any change in the structure or type of the Vessel or change in the rig of the Vessel, if any such change could reasonably be expected to materially and adversely affect the value of the Vessel.

(c) The Shipowner may, in the ordinary course of maintenance, repair or overhaul of the Vessel, remove any item of property constituting a part of such Vessel, provided such item of property is replaced to the extent necessary to maintain such Vessel in the condition required herein. Any such replacement item of property shall, without necessity of further act hereunder, become part of such Vessel and subject to this Mortgage.

(d) The Shipowner agrees to give the Mortgagee at least ten (10) days prior written notice (or notice of such shorter period as the Mortgagee may agree) of the actual date and place of any scheduled drydocking or survey and three (3) days notice (or notice of such shorter period as the Mortgagee may agree) of the actual date and place of any unscheduled drydocking or survey in order that the Mortgagee may have representatives present if desired. The Shipowner agrees that it will provide evidence to the Mortgagee that the expense of such drydocking or survey or work to be done thereat is within the Shipowner’s financial ability and will not result in a claim or Lien (other than Permitted Liens) against the Vessel in violation of the provisions of this Mortgage.

SECTION 2.12 The Shipowner will at all reasonable times afford the Mortgagee or its authorized representatives full and complete access to the Vessel for the purpose of inspecting the Vessel and its cargo and papers and, at the request of the Mortgagee, the Shipowner will deliver for inspection copies of all material contracts and documents relating to the Vessel, whether on board or not.

SECTION 2.13 The Shipowner will remain the registered owner of the Vessel. Without giving at least 60 days’ prior written notice thereof to the Mortgagee, the Shipowner will not change the name, official or patent number, the home port or class of the Vessel. The Shipowner will not change the flag of the Vessel.

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SECTION 2.14 The Shipowner will not sell, mortgage or transfer the Vessel except in accordance with the applicable provisions of the Pari Passu Documents. The Shipowner will not charter the Vessel on a demise or bareboat basis to any Person who is not an Internal Charterer (except pursuant to a Permitted Third Party Charter (as defined in the 2012 Indenture and the Term Loan Agreement)); provided, that to the extent the Shipowner so demises or bareboat charters the Vessel to an Internal Charterer pursuant to an Internal Charter, it will: (a) cause such Internal Charterer to become a Guarantor and to execute the Pari Passu Documents required to be executed by Guarantors in accordance with the terms of the Credit Facilities, and (b) cause the Internal Charterer to execute and deliver an Assignment of Earnings in favor of the Mortgagee respecting any earnings of the Vessel payable to the Internal Charterer. The Shipowner will cause all freights, hires or other earnings of the Vessel payable to it or to any Internal Charterer to be paid to an Earnings Account in accordance with the terms of the Assignment of Earnings respecting the Vessel given by the Shipowner. Any Assignment of Earnings shall be in the form attached hereto as Exhibit F.

SECTION 2.15 The Shipowner agrees that, if the Shipowner fails to perform covenants or obligations under this Mortgage, including, without limitation, its obligations with respect to insurance, the discharging of Liens, taxes, dues, assessments, governmental charges, fines, penalties lawfully imposed, repairs, reasonable attorneys’ fees, and other obligations that are not Permitted Liens, during the existence of an Event of Default, the Mortgagee may, but shall not be obligated to, perform the Shipowner’s obligations under this Mortgage, and any reasonable expenses incurred by the Mortgagee in performing the Shipowner’s obligations shall be paid by the Shipowner within 10 Business Days of demand. Any such performance by the Mortgagee may be made by the Mortgagee in reasonable reliance on any statement, invoice or claim, without inquiry into the validity or accuracy thereof. The amount and nature of any expense of the Mortgagee hereunder shall be conclusively established by a certificate of any officer of the Mortgagee absent manifest error, and such amount shall be included in the Secured Obligations, secured by this Mortgage.

SECTION 2.16 The Shipowner will fully perform, and cause any Internal Charterer or charterer under a Permitted Third Party Charter, respectively, to fully perform, (a) any Internal Charter of the Vessel between the Shipowner and the Internal Charterer, (b) any Permitted Third Party Charter, and (c) all drilling or other contracts which may be entered into with respect to the Vessel.

SECTION 2.17 In the event that at any time and from time to time this Mortgage or any provisions hereof shall be deemed invalidated in whole or in part by reason of any present or future law or any decision of any Governmental Authority, then the Shipowner, forthwith will execute such other and further assurances and documents as are reasonably necessary to accomplish the purposes of this Mortgage.

SECTION 2.18 In the event of the requisition of the Vessel by any Governmental Authority or by anyone else, in each case provided such action does not constitute a Total Loss (as hereinafter defined), the Shipowner will give prompt written notice thereof to the Mortgagee, and any payments in respect thereof shall be paid to the Shipowner, and the Shipowner shall cause any such payment to be applied to the Secured Obligations to the extent required, and in accordance with, the terms of the Intercreditor Agreement.

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SECTION 2.19 (a) The Shipowner will at all times and at its own cost and expense (and the Shipowner represents and warrants that all insurance carried and maintained in respect of the Vessel meets, and as long as the Mortgage is effective will continue to meet, the standards set forth in Section 2.19(a)(i) below):

(i) cause to be carried and maintained in respect of the Vessel insurance payable in United States Dollars in amounts (and with co-insurance and deductibles), against all risks (including, without limitation, marine hull and machinery (including excess value) insurance, protection and indemnity insurance, drilling, towage, confiscation, expropriation, loss of hire, war and terrorist risks, liability arising out of pollution and the spillage or leakage of cargo and cargo liability insurance (with named windstorm coverage exclusions in the Gulf of Mexico unless the Insurance Advisor advises that such named windstorm coverage is available in the Gulf of Mexico on a commercially reasonable basis and is customary with respect to the operation in the drilling industry of any vessel similar to the Vessel in the Gulf of Mexico) and in forms which are substantially equivalent to the coverage reflecting the customary and prudent practice of other responsible and experienced Persons of similar size and established reputation engaged in the same or similar operation of vessels similar to the Vessel and placed through brokers and with financially sound and reputable insurance companies, underwriters, funds, mutual insurance associations, war risks and protection and indemnity risk associations or clubs of recognized standing;

(ii) renew all such insurances as they expire and so as to ensure that there is no gap in coverage, keep the Mortgagee advised of the progress of such renewals, and provide evidence of such renewal in writing to the Mortgagee within seven days of renewal;

(iii) punctually pay all premiums, calls, contributions or other sums payable in respect of the insurances and produce all relevant receipts when so required by the Mortgagee, and all insurances shall provide that there shall be no recourse against the Mortgagee for unpaid premiums, club calls, assessments or advances;

(iv) cause each insurance company, underwriter, club or fund (or an authorized agent thereof) to agree in writing to mark their records and to advise the Mortgagee at least seven (7) days prior to the lapse of each policy or contract issued by such insurance company, underwriter, club or fund by expiration, termination, failure to renew or otherwise for any reason whatsoever and of any default in payment of any premium in respect of any insurances with respect to the Vessel. The Mortgagee shall not be deemed to have knowledge of any such lapse of insurance in the absence of receipt of notice from such brokers. If such insurances are not maintained in full force and effect, then the Mortgagee, at its option, may procure such insurance at the Shipowner’s expense;

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(v) deliver to the Mortgagee copies of all cover notes, binders, policies and certificates of entry in protection and indemnity associations, and all endorsements and riders amendatory thereof, in respect of the insurances maintained in connection with the Vessel;

(vi) cause the insurances to provide for a deductible amount not in excess of $5,000,000 per occurrence;

(vii) provide to the Mortgagee promptly after receiving them copies of any communications relating to (A) non-payment of premiums and cancellation of the insurances; and (B) the imposition of any exclusion or qualification or other material modification of the insurances; and

(viii) do all things necessary and provide all documents, evidence and information within its power which may be necessary to enable the Mortgagee to collect or recover any moneys which may at any time become due in respect of the insurances.

(b) As long as either the Existing Indenture or the 2012 Indenture remains in effect and has not been terminated, the Mortgagee shall retain Willis Limited (or other independent insurance advisor of reputable standing nominated by the Issuer and acceptable to the Mortgagee) as Insurance Advisor (the “Insurance Advisor”) who will from to time at the request of the Mortgagee advise whether the Shipowner’s insurances meet the requirements of this Mortgage or what additional or other insurances may be advisable from time to time to protect the interests of the Mortgagee in the Vessel, and the Mortgagee shall be entitled to rely without further inquiry or determination and shall be fully protected in so relying on such Insurance Advisor’s advice. All fees and expenses of the Insurance Advisor shall be paid by the Shipowner. The Shipowner covenants and agrees that neither it nor any affiliate of it will place any insurances required to be maintained by it under this Mortgage through the Insurance Advisor.

(c) The insurances shall include the following terms and conditions:

(i) while being operated, the Vessel shall always be covered against marine perils and all risks of loss or damage, including loss, damage, fire and such other perils as are customary in the industry, in accordance with English, American or Norwegian hull clauses with reasonable deductibles as determined by the Shipowner but in no event in excess of $5,000,000. When and while the Vessel is laid up, in lieu of the aforesaid hull insurance, port risk insurance may be taken out thereon by the Shipowner under forms of policies recommended by the Insurance Advisor in its reasonable discretion for the Vessel;

(ii) for the purposes of insurance against Total Loss (as defined herein), the Vessel and its equipment and appurtenances shall be insured for and valued (for the avoidance of doubt being an agreed/assessed value as between the assured and the insurers) in forms which are substantially equivalent to the coverage reflecting the customary and prudent practice of other responsible and experienced Persons of similar size and established reputation engaged in the same or similar operation of vessels similar to the Vessel;

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(iii) the Vessel shall be covered against war and terrorist risks (including risks, whether or not regarded as war risks, excluded by the “Free of Capture and Seizure” clauses in the standard form of marine policy) in accordance with English, American or Norwegian clauses and incorporating protection and indemnity clause and with crew war risk insurance being effected separately, and the Vessel shall be covered for “strikes, riots and civil commotion” risk. Such risks may, at the option of the Shipowner, be insured by entering the Vessel in a reputable war risk association or club against all risks covered under the rules of such association or club and with reasonable deductibles provided therein;

(iv) the Vessel shall also be insured against protection and indemnity risks and liabilities, including, without limitation, the Vessel’s full tonnage and insurance against liability for pollution or the spillage or leakage of oil or other cargo by the Vessel, unless such risk is fully covered by the entry of the Vessel into an international group protection and indemnity association, in an aggregate amount equal to at least $500,000,000 and by the entry of the Vessel in a protection and indemnity association or club belonging to the International Group of Protection and Indemnity Clubs (the “International Group”), but in any event shall be in an amount recommended by the Insurance Advisor in its reasonable discretion;

(v) if any of the insurances referred to in this Section 2.19 form part of a fleet cover, the Shipowner shall procure that the brokers shall undertake to the Mortgagee that such brokers shall neither set off against any claims in respect of the Vessel any premiums due in respect of other vessels under such fleet cover or any premiums due for other insurances, nor cancel the insurance for reason of non-payment of premiums for other vessels under such fleet cover or of premiums for such other insurances, and shall undertake to issue a separate policy or policies in respect of the Vessel if and when so requested by the Mortgagee; and

(vi) if the Mortgagee determines solely based upon the advice of the Insurance Advisor that the insurances do not reasonably protect the interests of the Mortgagee to the Vessel, it will consult with the Shipowner and the Insurance Advisor in order to agree to any changes to the insurances that may be appropriate to protect the interest of the Mortgagee in relation to the Vessel, provided that if the Mortgagee and the Shipowner are unable to agree upon which changes may be appropriate, the Shipowner will comply with any further requirements relating to insurance recommended by the Insurance Advisor.

(vii) The amount, types of coverage, the insurance provider(s) and all other issues related to the insurance required by this Section 2.19 shall be those reasonably determined by the Insurance Advisor and recommended to the Mortgagee in writing. The Mortgagee shall have no duty or obligation to investigate or otherwise inquire into the recommendations made by the Insurance Advisor in connection with obtaining such insurance.

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(d) At the Shipowner’s expense, the Mortgagee will obtain, for and on behalf of the Mortgagee and the Secured Parties, mortgagee’s interest insurance, mortgagee’s additional perils (pollution) insurance, and, when applicable, mortgagee’s rights insurance or similar coverage, and providing coverage which shall be in the maximum amounts obtainable under the hull policies or, if less, 110% of outstanding principal amount of the Credit Facilities set forth in Section 2.19(c)(ii).

(e) In the case of all marine and war risk hull and machinery policies and all protection and indemnity insurances (including insurance against liability for pollution or the spillage or leakage of cargo), the Shipowner will cause the Mortgagee to be named an additional insured without liability for premiums or calls payable under the insurances.

(f) The Shipowner will cause all policies and certificates of entry with respect to insurance required hereby for the Vessel to contain a loss payable clause which shall be on substantially the terms set forth in Schedule I attached to the Assignment of Insurances (or, if such terms are not obtainable, then such terms as shall, in the opinion of the Insurance Advisor be the best otherwise attainable), in the case of all marine and war risk hull and machinery (including excess values) policies and all protection and indemnity and liability and oil pollution liability insurance, and which shall: (A) in the case of protection and indemnity insurance, provide for payment to the Shipowner or its order unless the payment is to indemnify the Mortgagee from or reimburse the Mortgagee for any loss, damage or expense incurred by it or unless and until the insurers or associations receive notice from the Mortgagee that an Event of Default shall have occurred and be continuing under this Mortgage, in which event all payments shall be made to the Mortgagee, provided, that the insurer may in all events make payments directly to third parties to whom liability has been established in discharge of guaranties issued by the insurer or claims against the Shipowner or insurer, and (B) in the case of all other insurance, provide for payment in accordance with the terms of Subsection (h) of this Section 2.19.

(g) In addition, the Shipowner will, at its cost and expense, (a) assign to the Mortgagee, and will cause all Internal Charterers to assign to the Mortgagee, by an Assignment of Insurances, all of the Shipowner’s, and as applicable, Internal Charrterer’s right, title and interest in and to each policy and contract of insurance (including all entries in protection and indemnity or war risk associations) with respect to the insurance required hereby and furnish, or cause its brokers to furnish, written notice of such assignment to all insurers, underwriters, clubs and associations with respect to such insurance, and (b) cause the insurance brokers and club managers to hold to the order of the Mortgagee the originals of all policies, contracts, binders, insurance slips, cover notes and certificates of entry relating to the Vessel and to deliver certified copies thereof to the Mortgagee and to execute and deliver to the Mortgagee a letter of undertaking in connection with the above mentioned insurances and entries.

(h) The proceeds of any insurances or entries referred to in this Section 2.19 shall be applied as follows:

(i) Until the occurrence and continuance of an Event of Default:

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(A) any claim under any such insurance (other than in respect of a Total Loss), whether such claim is under the terms of the relevant loss payable clause payable directly to the Shipowner or not, shall be applied by the Shipowner in making good the loss or damage in respect of which it has been paid or paid to the Shipowner in reimbursement of moneys expended by it for such purpose, except that any loss in excess of $15,000,000 shall be paid to the Mortgagee and held by the Mortgagee, provided that the Mortgagee shall pay out of such insurance proceeds costs and expenses in connection with the Shipowner’s repair of the Vessel so that the Vessel is restored to the condition required by this Mortgage. Such proceeds shall be paid by the Mortgagee in the amounts and to the persons certified from time to time by the Shipowner in one or more Officer’s Certificates delivered to the Mortgagee as properly payable in connection with the repair of the Vessel; and

(B) any claim in respect of protection and indemnity insurance shall be paid directly to the person, firm or company to which the liability covered by such insurance was incurred or to the Shipowner in reimbursement of moneys expended by it in satisfaction of such liability.

(ii) Upon the occurrence and continuance of an Event of Default, any claim under any such insurance and entry (other than in respect of a Total Loss) shall be paid to the Mortgagee. The Mortgagee agrees to apply any such amount received in accordance with the terms of the Intercreditor Agreement.

(iii) Whether or not an Event of Default shall have occurred, any claim under any such insurance and entry in respect of a Total Loss shall be paid to the Mortgagee. The Mortgagee agrees to deliver such proceeds to the Pari Passu Collateral Agent for application of such proceeds to the Secured Obligations in accordance with the Intercreditor Agreement. Upon the occurrence and continuance of an Event of Default, the Mortgagee shall have the right, but not the obligation, to negotiate any claim in respect of a Total Loss.

(iv) For purposes of this Mortgage, “Total Loss” means any of the following events respecting the Vessel: (a) the actual, constructive, arranged, agreed, or compromised total loss of the Vessel; (b) the loss, theft or destruction of the Vessel or damage thereto to such extent as shall make repair thereof uneconomical or shall render the Vessel permanently unfit for normal use for any reason whatsoever; (c) the requisition for title or other compulsory acquisition or forfeiture of the Vessel otherwise than by requisition for hire; or (d) the capture, condemnation, seizure, arrest, detention or confiscation of the Vessel by any Governmental Authority or by Persons acting or purporting to act on behalf of any Governmental Authority unless such Vessel be released from such capture, seizure, arrest, detention or confiscation within one (1) month after the occurrence thereof.

Any loss covered by this paragraph (h) which is paid to the Mortgagee but which might have been paid, in accordance with the provisions of this Subsection, directly to the Shipowner or others, shall be paid by the Mortgagee to or as directed by the Shipowner. The Mortgagee agrees that all payments to the Mortgagee of losses covered by this Subsection shall be applied by the Mortgagee in accordance with the terms of the Intercreditor Agreement, as applicable.

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(i) In the event that any claim or Lien is asserted against the Vessel for loss, damage or expense which is covered by insurance required hereunder (other than in the event of a Total Loss of the Vessel), and it is necessary for the Shipowner to obtain a bond or supply other security to prevent arrest of the Vessel or to release the Vessel from arrest on account of such claim or Lien, the Mortgagee, on request of the Shipowner or its agent, shall, so long as no Event of Default shall have occurred and be continuing, assign to any person, firm or corporation executing a surety or guaranty bond or other agreement to save or release the Vessel from such arrest, all right, title and interest of the Mortgagee in and to said insurance (excluding any protection and indemnity insurance under which the Mortgagee is a named insured) covering said loss, damage or expense, as collateral security to indemnify against liability under said bond or other agreement, which assignment shall be made in such form as the Shipowner shall instruct the Mortgagee.

(j) The Shipowner will cause each insurance company, underwriter, club or fund (or an authorized agent thereof) with respect to all insurance required hereby to agree in writing for the benefit of the Mortgagee that each policy or contract issued by such insurance company, underwriter, club or fund shall not lapse, expire, terminate or be cancelled for any reason whatsoever without at least seven (7) days’ prior facsimile notice to the Mortgagee addressed as provided in Section 4.10.

(k) The Shipowner agrees that it will not do or permit or willingly allow to be done any act by which any insurance or entry required by this Section 2.19 may be suspended, impaired or cancelled, and that it will not permit or allow the Vessel to undertake any voyage, or perform any drilling contract, or run any risk or transport any cargo which may not be permitted by the policies in force, without having previously insured the Vessel by additional coverage to extend to such voyages, risks or cargoes. The Shipowner agrees to give the Mortgagee prompt notice of the proposed location of the Vessel in the Gulf of Mexico, and confirm to the Mortgagee that the insurance coverage meets the requirements of this Mortgage. While the Vessel is located in the Gulf of Mexico, the insurances may contain named windstorm coverage exclusions in the Gulf of Mexico unless the Insurance Advisor advises that such named windstorm coverage is available in the Gulf of Mexico on a commercially reasonable basis and is customary with respect to the operation in the drilling industry of any vessel similar to the Vessel in the Gulf of Mexico.

(l) The Shipowner will not cause or permit the Vessel to operate in or undertake a voyage to or to sail in any area which has been declared a war area by the relevant underwriters and insurance companies and has been included in the list of exclusions from time to time in effect attached to the war risks insurance policies in the form of the war risks trading warranties, without first notifying thereof the Mortgagee and the war risks underwriters of the Vessel and paying any additional insurance premiums required. The Shipowner agrees that it will promptly furnish to the Mortgagee evidence of payment of such additional premiums.

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(m) The Shipowner will comply with and satisfy in all material respects all of the provisions of any applicable law, convention, regulation, proclamation or order concerning financial responsibility for liabilities imposed on the Shipowner or the Vessel with respect to pollution by any state or nation or political subdivision thereof and will maintain all certificates or other evidence of financial responsibility as may be required by any such law, convention, regulation, proclamation or order with respect to the trade which the Vessel is from time to time engaged in and the cargo carried by it.

(n) Any insurance placed through a “captive” insurer, or an unrated local insurer through which all or a part of the insurance is required to be placed under the local laws of the jurisdiction in which the Vessel may be located from time to time, or cover reinsured will be in form and substance recommended by the Insurance Advisor in its reasonable discretion and in any event such insurance will:

(i) be on the same terms as the original insurances and will include the provisions of this Section 2.19 (including but not limited to an assignment of such insurances or reinsurances to the Mortgagee as set forth in Section 2.19(g) of this Mortgage);

(ii) provide that notwithstanding any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured that the reinsurers’ liability will be to make such payments as would have fallen due under the relevant policy of reinsurance if the reinsured had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policies in respect of which the then relevant policy of reinsurance has been effected; and

(iii) contain a “cut-through” clause in the following form (or a form otherwise recommended by the Insurance Advisor in its reasonable discretion):

“It is hereby declared and agreed that if [•], a [•] (“[•]”), as Insurer (or any successor to [•] as insurer) under the insurance policy (the “Policy”) between [•], as Insurer, and [•] and Wells Fargo Bank, National Association, as Mortgagee, as Assured, fails for any reason to pay in full all or any portion of any losses payable in respect of the insured vessel (the “Vessel”) under the Policy, or in any event upon written notice by the said Assureds of an Event of Default under the Mortgage, then all such losses (or such portion thereof) shall be paid directly by the reinsurers (collectively, the “Reinsurers”) identified from time to time under any and all reinsurance agreements (the “Reinsurance Agreements”) providing for reinsurance under the Policy with respect to the Vessel to such Assureds, as the respective interests of the Assureds may appear under the Policy, but only for the proportions subscribed by the Reinsurers and provided that the Reinsurers have not already made payment in full for their proportion in accordance with the terms of the Reinsurance Agreements and the Policy.”

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(o) At all times during which the Vessel is operating within the jurisdiction of the United States of America, the Shipowner shall maintain with respect to the Vessel:

(i) insurance or post bonds or maintain approved evidence of financial responsibility (including, without limitation, qualification as a “qualified self-insurer” by the United States Coast Guard) with respect to the Vessel to cover the actual cost of removal of discharged oil for which the Shipowner or the Mortgagee may be held strictly liable (or held liable due to negligence of the Shipowner or any other Person) under the Clean Water Act of 1977, as amended, the Oil Pollution Act 1990 (33 U.S.C. § 2701 et seq.), as amended, or the Outer Continental Shelf Lands Act, as amended, or under any other Legal Requirement, including, without limitation, any Environmental Law, of any Governmental Authority that, now or in the future, may apply to the Shipowner or the Mortgagee, the Vessel or its operations; and

(ii) such worker’s compensation or longshoremen’s and harbor workers’ insurance as shall be required by applicable law, including endorsements for foreign and outer continental shelf operations, borrowed servant, voluntary compensation and in rem claims.

SECTION 2.20 The Shipowner hereby irrevocably and unconditionally grants to the Mortgagee a power of attorney permitting the Mortgagee and representatives thereof to examine the class records of the Vessel at any time, and, without cost or expense to the Mortgagee, the Shipowner will irrevocably and unconditionally instruct and authorize the Classification Society of the Vessel as follows, and use its commercially reasonable efforts to obtain from the Classification Society a written undertaking to the Mortgagee:

(a) to send to the Mortgagee, following receipt of a written request from the Mortgagee at the direction of Controlling Party (as defined in the Intercreditor Agreement), certified true copies of all original class records held by the Classification Society relating to the Vessel;

(b) to allow the Mortgagee (or its agents), at any time and from time to time if an Event of Default (in the sole opinion of the Mortgagee) has occurred and is continuing, to inspect the original class and related records of the Shipowner and the Vessel at the offices of the Classification Society and to take copies of them; and

(c) following receipt of a written request from the Mortgagee sent at the direction of the Controlling Party (as defined in the Intercreditor Agreement):

(i) to advise of any facts or matters which may result in or have resulted in a change, suspension, discontinuance, withdrawal or expiry of the Vessel’s class under the rules or terms and conditions of the Classification Society;

(ii) to confirm that the Shipowner is not in default of any of its contractual obligations or liabilities to the Classification Society and, without limiting the foregoing, that it has paid in full all fees or other charges due and payable to the Classification Society;

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(iii) if the Shipowner is in default of any of its contractual obligations or liabilities to the Classification Society, to specify to the Mortgagee in reasonable detail the facts and circumstances of such default, the consequences thereof, and any remedy period agreed or allowed by the Classification Society; and

(iv) to notify the Mortgagee immediately in writing if the Classification Society receives notification from the Shipowner or any other person that the Vessel’s Classification Society is to be changed.

Notwithstanding the above instructions and undertaking given for the benefit of the Mortgagee, the Shipowner shall continue to be responsible to the Classification Society for the performance and discharge of all its obligations and liabilities relating to or arising out of or in connection with the contract it has with the Classification Society, and nothing herein or therein shall be construed as imposing any obligation or liability of the Mortgagee to the Classification Society in respect thereof.

The Shipowner shall further notify the Classification Society that all the foregoing instructions and authorizations shall remain in full force and effect until revoked or modified by written notice to the Classification Society received from the Mortgagee, and that the Shipowner shall reimburse the Classification Society for all its costs and expenses incurred in complying with the foregoing instructions.

SECTION 2.21 The Shipowner covenants that it will at all times comply in all material respects with the International Management Code for the Safe Operation of Ships and for Pollution Prevention adopted by the International Maritime Organization. The Shipowner shall take, or cause to be taken, all reasonable precautions to prevent illegal drugs or drug paraphernalia from being used or kept on board the Vessel and, if applicable, otherwise comply with the Zero Tolerance anti-drug policy of the United States Government.

ARTICLE III

EVENTS OF DEFAULT AND REMEDIES

SECTION 3.1 As used herein, the term “Event of Default” means (a) with respect to the Existing Indenture, an “Event of Default” under, and as defined therein, (b) with respect to the 2012 Indenture, an “Event of Default” under, and as defined therein, (c) with respect to the Term Loan Agreement, an “Event of Default” under, and as defined therein, or (d) with respect to the Credit Loan Agreement, an “Event of Default” under, and as defined therein. If an Event of Default shall have occurred and be continuing, then, in each and every such case the Existing Noteholder Collateral Agent, the New Noteholder Collateral Agent, the Lender Collateral Agent or the Credit Agreement Collateral Agent, as relevant, shall have the right to make such demands and take such actions as are permitted to each of them, respectively, by the Existing Indenture Documents, the 2012 Indenture Documents, the Term Loan Documents or the Credit Agreement Documents, as the case may be. If an Event of Default shall have occurred and be continuing under all of the Existing Indenture, the 2012 Indenture Documents, the Term Loan Agreement and the Credit Agreement, the Mortgagee shall have the right, subject to and in accordance with the terms of the Intercreditor Agreement and Section 4.13 hereof, to:

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(a) declare immediately due and payable all of the Secured Obligations (in which case all of the same shall be immediately due)(provided, no such declaration shall be required if an Event of Default shall have occurred under a particular Pari Passu Document that triggers an automatic enforcement of rights under such Pari Passu Document) and bring suit at law, in equity or in admiralty, as it may be advised, to recover judgment for the Secured Obligations and satisfy the same out of the Vessel;

(b) exercise all of the rights and remedies in foreclosure with respect to the Vessel and otherwise given to mortgagees by the provisions of applicable law, including but not limited to, the provisions of Panamanian Ship Mortgage Law and the regulations in effect thereunder from time to time, as amended;

(c) take and enter into possession of the Vessel, at any time, wherever the same may be, without court decision or other legal process and without being responsible for loss or damage, and the Shipowner or other person in possession forthwith upon demand of the Mortgagee shall surrender to the Mortgagee possession of the Vessel and the Mortgagee may, without being responsible for loss or damage (except to the extent caused by the Mortgagee’s gross negligence or willful misconduct), hold, lay up, lease, charter, operate or otherwise use such Vessel for such time and upon such terms as it may deem to be for its best advantage, and demand, collect and retain all hire, freights, earnings, issues, revenues, income, profits, return premiums, salvage awards or recoveries, recoveries in general average, and all other sums due or to become due in respect of such Vessel or in respect of any insurance thereon from any person whomsoever, accounting only for the net profits, if any, arising from such use of the Vessel and charging upon all receipts from the use of the Vessel or from the sale thereof by court proceedings or pursuant to Section 3.1(e) below, all costs, expenses, charges, damages or losses by reason of such use (including attorney’s fees); provided, that the Mortgagee shall be obligated to provide the Shipowner only with a final accounting; and if at any time the Mortgagee shall avail itself of the right herein given it to take possession of the Vessel, the Mortgagee shall have the right to dock the Vessel for a reasonable time at any dock, pier or other premises of the Shipowner without charge, or to dock them at any other place at the cost and expense of the Shipowner, and the Mortgagee shall have the right to require the Shipowner to deliver, and the Shipowner shall on demand, at its own cost and expense, deliver to the Mortgagee the Vessel as demanded; and the Shipowner hereby irrevocably instructs the master of the Vessel so long as this Mortgage is outstanding to deliver the Vessel to the Mortgagee as demanded;

(d) inspect and make copies of all original class records held by the Classification Society relating to such Vessel; and/or

(e) without being responsible for loss or damage, other than loss or damage due to its own gross negligence or willful misconduct, sell such Vessel, at any place and at such time as the Mortgagee may specify and in such manner and such place (whether by public or private sale) as the Mortgagee may deem advisable (without necessity of bringing the Vessel to the place designated for such sale), free from any claim by the Shipowner in admiralty, in equity, at law or by statute, after first giving notice of the time and place of any public sale with a general description of the property in the following manner:

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(i) by publishing such notice for twenty (20) consecutive days in a daily newspaper of general circulation published in New York City;

(ii) if the place of sale should not be New York City, then also by publication of a similar notice in a daily newspaper, if any, published at the place of sale; and

(iii) by mailing a similar notice to the Shipowner at its last known address on the day of first publication;

and notice of the time and place of any private sale by mailing such notice to the Shipowner at its last known address.

SECTION 3.2 Any sale of the Vessel or any interest therein made by the Mortgagee after the occurrence and during the continuance of an Event of Default in pursuance of this Mortgage, whether under the power of sale hereby granted or any judicial proceedings, shall operate to divest all right, title and interest of any nature whatsoever of the Shipowner in and to the Vessel or such interest therein sold, as the case may be, and shall bar any claim from the Shipowner, its successors and assigns, and all persons claiming by, through or under them. No purchaser shall be bound to inquire whether notice has been given, or whether any default has occurred, or as to the propriety of the sale, or as to the application of the proceeds thereof. In the case of any such sale, the Mortgagee shall deliver the proceeds to the Pari Passu Collateral Agent for application of such proceeds to the Secured Obligations in accordance with the terms of the Intercreditor Agreement. At any such sale, the Mortgagee may bid for and purchase such property and upon compliance with the terms of sale may hold, retain and dispose of such property without further accountability therefor.

SECTION 3.3 Subject always to and in accordance with the terms of the Intercreditor Agreement, the Mortgagee is hereby appointed attorney-in-fact of the Shipowner to execute and deliver to any purchaser referred to in Section 3.2, and is hereby vested with full power and authority to make, after the occurrence and during the continuation of an Event of Default, in the name and on behalf of the Shipowner, a good conveyance of the title to the Vessel so sold. In the event of any sale of the Vessel under any power herein contained, the Shipowner will, if and when required by the Mortgagee, execute such form of conveyance of such Vessel and other related documents as the Mortgagee may specify. The powers and authority granted to the Mortgagee herein have been given for a valuable consideration and are hereby declared to be irrevocable.

SECTION 3.4 Subject always to and in accordance with the terms of the Intercreditor Agreement, the Mortgagee is hereby appointed attorney-in-fact of the Shipowner in the name of the Shipowner to, after the occurrence and during the continuation of an Event of Default, demand, collect, receive, compromise and sue for, so far as may be permitted by law, all freights, hire, earnings, issues, revenues, income and profits of the Vessel and all amounts due from underwriters under any insurance thereon as payments of losses or as return premiums or otherwise, salvage awards and recoveries of the Vessel, recoveries in general average or otherwise in respect of the Vessel, and all other sums in respect of the Vessel, due or to become due at the time of the occurrence and during the continuation of any Event of Default, or in respect of any insurance thereon, from any person whomsoever, and to make, give and execute in

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the name of the Shipowner acquittances, receipts, releases or other discharges for the same, whether under seal or otherwise, and to endorse and accept in the name of the Shipowner all checks, notes, drafts, warrants, agreements and other instruments in writing with respect to the foregoing. The powers and authority granted to the Mortgagee herein have been given for a valuable consideration and are hereby declared to be irrevocable.

SECTION 3.5 Whenever any right to enter and take possession of the Vessel accrues to the Mortgagee, it may require the Shipowner to deliver, and the Shipowner shall on demand, at its own cost and expense, deliver to the Mortgagee such Vessel as demanded, subject always to and in accordance with the terms of the Intercreditor Agreement. If any legal proceedings shall be taken to enforce any right of Mortgagee under this Mortgage, the Mortgagee shall be entitled as a matter of right to the appointment of a receiver of such Vessel and of the freights, hire, earnings, issues, revenues, income and profits due or to become due and arising from the operation thereof, subject always to and in accordance with the terms of the Intercreditor Agreement.

SECTION 3.6 Subject always to and in accordance with the terms of the Intercreditor Agreement, the Shipowner authorizes and empowers the Mortgagee or its appointees or any of them to, after the occurrence and during the continuation of an Event of Default, appear in the name of the Shipowner, its successors and assigns, in any court of any country or nation of the world where a suit is pending against the Vessel because of or on account of an alleged lien against such Vessel from which such Vessel has not been released and to take such proceedings as to them or any of them may deem necessary towards the defense of such suit and the purchase or discharge of such lien, and all expenditures made or incurred by them or any of them for the purpose of such defense or purchase or discharge shall be a debt due from the Shipowner, its successors and assigns, to the Mortgagee, and shall be secured by the lien of this Mortgage in like manner and extent as if the amount and description thereof were written herein.

SECTION 3.7 The Shipowner covenants that at any time that any Secured Obligations shall be due and payable (whether by acceleration or otherwise), the same shall be paid in accordance with the Intercreditor Agreement; and in case the Shipowner fails to pay or causes to be paid the same when due in accordance with the Pari Passu Documents, and that failure constitutes an Event of Default, the Mortgagee shall be entitled to recover judgment for the whole amount so due and unpaid, together with such further amounts as shall be provided by the Pari Passu Documents and applicable law. All moneys collected by the Mortgagee under this Section 3.7 shall be delivered to the Pari Passu Collateral Agent and applied by the Pari Passu Collateral Agent in accordance with the terms of the Intercreditor Agreement.

SECTION 3.8 Each and every power and remedy herein given to the Mortgagee shall be cumulative and shall be in addition to every other power and remedy herein given or now or hereafter existing at law, in equity, in admiralty, by statute or under any Pari Passu Document or other agreement, and each and every power and remedy whether herein given or otherwise existing may be exercised from time to time and as often and in such order as may be deemed expedient by the Mortgagee, and the exercise or the beginning of the exercise of any power or remedy by the Mortgagee shall not be construed to be a waiver of the right to exercise at the same time or thereafter any other power or remedy. No delay or omission by the

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Mortgagee in the exercise of any right or power or in the pursuance of any remedy accruing upon the occurrence and during the continuance of any Event of Default shall impair any such right, power or remedy or be construed to be a waiver of any such right, power or remedy; nor shall the acceptance by the Mortgagee of any security or of any payment of or on account of the Secured Obligations be construed to be a waiver of any right that the Mortgagee may have hereunder after the occurrence and during the continuance of such Event of Default or any other Event of Default, including any subsequent Event of Default of the same or a different nature.

SECTION 3.9 Subject always to and in accordance with the terms of the Intercreditor Agreement, if at any time prior to any sale of or consummation of foreclosure proceedings on the Vessel by the Mortgagee after the occurrence and during the continuance of an Event of Default in accordance herewith, the Shipowner offers to cure such Event of Default and to pay all expenses, advances, fees and damages to the Mortgagee arising from such Events of Default to the extent provided for in the Existing Indenture, the 2012 Indenture, the Credit Agreement or the Term Loan Agreement, respectively, or the other Pari Passu Documents, including all costs and expenses incurred by the Mortgagee upon the exercise by the Mortgagee of its rights hereunder as a result of such Event of Default, then the Mortgagee may, but shall be under no obligation to, accept such offer, cure and payment and restore the Shipowner to its former position, but such action shall not affect any rights which the Mortgagee may have hereunder after the occurrence and during the continuance of any subsequent Event of Default or impair any rights consequent thereon.

SECTION 3.10 In case the Mortgagee shall have proceeded to enforce any right, power or remedy under this Mortgage by foreclosure, entry or otherwise, and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Mortgagee, then and in every such case the Shipowner and the Mortgagee shall be restored to their former positions and rights hereunder with respect to the property subject or intended to be subject to this Mortgage, and all rights, remedies and powers of the Mortgagee shall continue as if no such proceedings had been taken.

SECTION 3.11 Unless otherwise specified herein or in the other Pari Passu Documents, any cash proceeds received by the Mortgagee from the sale of, collection of, or other realization upon any part of the Vessel or related collateral or any other amounts received by the Mortgagee hereunder, including the net earnings of any charter operation or other use of the Vessel by the Mortgagee under any of the powers specified in Article I and/or Article II, may be, at the reasonable discretion of the Mortgagee, subject always to and in accordance with the terms of the Intercreditor Agreement (a) held by the Mortgagee in one or more cash collateral accounts as cash collateral for the Secured Obligations under the terms of the Pari Passu Documents or (b) delivered to the Pari Passu Collateral Agent for application to the Secured Obligations. Amounts applied to the Secured Obligations shall be applied to the payment of the Secured Obligations in the order set forth in and in accordance with the terms of the Intercreditor Agreement. Any surplus cash collateral or cash proceeds held by the Mortgagee after payment in full of the Secured Obligations shall be paid over to the Shipowner or to whomever may be lawfully entitled to receive such surplus.

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SECTION 3.12 Unless and until one or more Events of Default shall occur and be continuing, the Shipowner (a) shall be suffered and permitted to retain actual possession and use of the Vessel and (b) shall have the right, from time to time, in its discretion, and without application to the Mortgagee, and without obtaining a release thereof by the Mortgagee, to dispose of, free from the lien hereof, any boilers, engines, generators, drilling machinery and equipment, pumps and pumping equipment, machinery, masts, spars, sails, rigging, boats, anchors, cables, chains, tackle, outfit, apparel, furniture, fittings, equipment, spares, fuel, stores or any other appurtenances of the Vessel, provided such item of property is replaced and such Vessel is maintained in the condition required herein and in the Pari Passu Documents, and such replacement item, if any, shall forthwith become subject to the lien of this Mortgage as a first naval mortgage thereon.

SECTION 3.13 Notwithstanding anything to the contrary in this Mortgage, the amount of any Secured Obligations that are secured by the Shipowner’s rights in the Vessel or any related collateral or subject to a Lien in favor of the Mortgagee hereunder or under any other Pari Passu Document shall be limited to the extent, if any, required so that the Liens granted under this Mortgage shall not be subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provision of any other applicable Law or to being set aside or annulled under any applicable Law relating to fraud on creditors. In determining the limitations, if any, on the amount of any Secured Obligations that are subject to the Lien on the Vessel and related collateral hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation or contribution which such Shipowner may have under the Pari Passu Documents, any other agreement or applicable Law shall be taken into account.

ARTICLE IV

SUNDRY PROVISIONS

SECTION 4.1 The maximum principal amount secured by this Mortgage at any time is Two Billion Six Hundred Seventy Four Million Nine Hundred Ninety Nine Thousand United States Dollars (US$2,674,999,000), and for purposes of recording this Mortgage, the total amount of this Mortgage is Two Billion Six Hundred Seventy Four Million Nine Hundred Ninety Nine Thousand United States Dollars (US$2,674,999,000). In addition to principal, this Mortgage also secures the other Secured Obligations, including interest, costs and expenses of collection and other sums which are deemed to be secured by the relevant laws of the Republic of Panama, as provided in this Mortgage, the Existing Indenture, the 2012 Indenture, the Term Loan Agreement, the Credit Agreement and the other Pari Passu Documents. The maturity date of this Mortgage is November 1, 2019.

SECTION 4.2 All of the covenants, promises, stipulations and agreements of the Shipowner in this Mortgage contained shall bind the Shipowner and its successors and permitted assigns and shall be binding on and inure to the benefit of the Mortgagee and its successors and permitted assigns. In the event of any assignment of this Mortgage by the Mortgagee in accordance with the applicable provisions of any Pari Passu Collateral Document, the term “Mortgagee” as used in this Mortgage shall be deemed to mean any such successor or permitted assignee.

SECTION 4.3 Wherever and whenever herein any right, power or authority is granted or given to the Mortgagee, such right, power or authority may be exercised in all cases by the Mortgagee or such agent or agents as it may appoint, and the act or acts of such agent or agents when taken shall constitute the act of the Mortgagee hereunder.

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SECTION 4.4 (a) In the event that any provision of this Mortgage shall be deemed invalid or unenforceable by reason of any present or future law or any decision of any court of competent jurisdiction, the validity and enforceability of any other provision hereof shall not be affected thereby. Any such invalidity or unenforceability of any provision of this Mortgage in any jurisdiction or nation shall not render such provision invalid or unenforceable under the laws of any other jurisdiction or nation.

(b) In the event that this Mortgage or any of the documents or instruments which may from time to time be delivered hereunder or any provision hereof shall be deemed invalidated by present or future law of any nation or by decision of any court of competent jurisdiction, this shall not affect the validity and/or enforceability of all or any other parts of this Mortgage, or such documents or instruments and, in any such case, the Shipowner covenants and agrees that, on demand, it will execute and deliver such other and further agreements and/or documents and/or instruments and do such things as the Mortgagee in its sole reasonable discretion may deem to be necessary to carry out the true intent of this Mortgage.

(c) Anything herein to the contrary notwithstanding, it is intended that nothing herein shall waive the preferred status of this Mortgage and that, if any provision of this Mortgage or portion thereof shall be construed to waive the preferred status of this Mortgage, then such provision to such extent shall be void and of no effect and shall cease to be a part of this Mortgage, without affecting the remaining provisions, which shall remain in full force and effect.

SECTION 4.5 THE SHIPOWNER AND THE MORTGAGEE HEREBY EXPRESSLY AND IRREVOCABLY (I) SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN ANY SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY; AND (II) WAIVES (A) ITS RIGHT TO A TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE INITIAL PURCHASERS AND FOR ANY COUNTERCLAIM RELATED TO ANY OF THE FOREGOING AND (B) ANY OBLIGATION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

SECTION 4.6 In case of any discrepancy between an English counterpart and the Spanish and the Notarial version thereof in Spanish, as between the parties hereto, the English counterpart shall control.

SECTION 4.7 The term “Dollars” or the symbol “$” as used herein shall mean Dollars in any coin or currency of the United States of America which at the time of payment shall be legal tender for public and private debts.

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SECTION 4.8 Enforcement Expenses; Indemnification.

(a) Costs and Expenses. Shipowner shall pay all out-of-pocket expenses incurred by the Mortgagee or any Secured Parties (including the fees, charges and disbursements of any counsel for the Mortgagee), and shall pay all fees and time charges for attorneys who may be employees of the Mortgagee or any of the Secured Parties, in connection with the enforcement or protection of its rights in connection with the Existing Indenture, the 2012 Indenture, the Term Loan Agreement, the Credit Agreement, this Mortgage, and the other Pari Passu Documents, including its rights under this Section, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Credit Facilities, the Existing Notes, and the 2019 Notes and any other Pari Passu Documents.

(b) INDEMNIFICATION BY SHIPOWNER. SHIPOWNER SHALL INDEMNIFY THE MORTGAGEE (AND ANY SUB-AGENT THEREOF), EACH INDEMNIFIED PARTY AND EACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (EACH SUCH PERSON BEING CALLED AN “INDEMNITEE”) AGAINST, AND DEFEND AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, CLAIMS, DEMANDS, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES, OR DISBURSEMENTS (INCLUDING ALL FEES, EXPENSES AND DISBURSEMENTS OF ANY LAW FIRM OR OTHER EXTERNAL COUNSEL AND, WITHOUT DUPLICATION, THE ALLOCATED COST OF INTERNAL LEGAL SERVICES AND ALL EXPENSES AND DISBURSEMENTS OF INTERNAL COUNSEL) OF ANY KIND OR NATURE WHATSOEVER WHICH MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST ANY INDEMNITEE IN ANY WAY RELATING TO OR ARISING OUT OF OR IN CONNECTION WITH (A) THE EXECUTION, DELIVERY, ENFORCEMENT, PERFORMANCE, OR ADMINISTRATION OF THIS MORTGAGE OR ANY OTHER AGREEMENT, LETTER OR INSTRUMENT DELIVERED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, (B) ANY ACTION TAKEN OR OMITTED BY THE MORTGAGEE UNDER THIS MORTGAGE OR ANY OTHER PARI PASSU DOCUMENT (INCLUDING SUCH MORTGAGEE’S OWN NEGLIGENCE), OR (C) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY (INCLUDING ANY INVESTIGATION OF, PREPARATION FOR, OR DEFENSE OF ANY PENDING OR THREATENED CLAIM, INVESTIGATION, LITIGATION OR PROCEEDING) AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO (ALL THE FOREGOING, COLLECTIVELY, THE “INDEMNIFIED LIABILITIES”); PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, CLAIMS, DEMANDS, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE.

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TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SHIPOWNER SHALL NOT ASSERT, AND HEREBY WAIVES, ANY CLAIM AGAINST ANY INDEMNITEE, ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL DAMAGES) ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF, THIS MORTGAGE, ANY PARI PASSU DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY. NO INDEMNITEE SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY UNINTENDED RECIPIENTS OF ANY INFORMATION OR OTHER MATERIALS DISTRIBUTED BY IT THROUGH TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS MORTGAGE, THE OTHER PARI PASSU DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(c) All amounts due under this Section 4.8 shall be Secured Obligations and shall be payable within 10 Business Days after demand therefor. The agreements in this Section shall survive the resignation of the Mortgagee and the repayment, satisfaction or discharge of all the other Secured Obligations.

SECTION 4.9 Notices shall be delivered in accordance with the applicable provisions of the Pari Passu Documents, and shall be effective as provided therein. Each of the Shipowner and Mortgagee may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other party hereto.

SECTION 4.10 None of the terms or provisions of this Mortgage may be waived, amended, supplemented or otherwise modified except in accordance with the applicable provisions of the Pari Passu Documents.

SECTION 4.11 In the event of a direct conflict between this Mortgage and the Intercreditor Agreement, the Intercreditor Agreement shall control; provided, however, the parties understand and agree that this Mortgage sets forth additional covenants, obligations and rights and the parties will use all reasonable efforts to construe the provisions and covenants in this Mortgage as not being in direct conflict with the Intercreditor Agreement.

SECTION 4.12 NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN TO THE CONTRARY, IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF (A) THIS MORTGAGE AND (B) ANY OF THE EXISTING INDENTURE, THE 2012 INDENTURE, THE TERM LOAN AGREEMENT, OR CREDIT LOAN AGREEMENT, THE PROVISIONS OF THE EXISTING INDENTURE, THE 2012 INDENTURE, THE TERM LOAN AGREEMENT, OR THE CREDIT AGREEMENT, AS APPLICABLE, SHALL CONTROL WITH RESPECT THERETO (BUT SHALL NOT CONTROL AS SUCH PROVISION MAY APPLY TO ANY OTHER SUCH INDENTURE OR AGREEMENT), UNLESS THE PROVISIONS OF SUCH INCONSISTENT INDENTURE OR AGREEMENT ARE INCONSISTENT WITH THE INTERCREDITOR AGREEMENT, IN WHICH CASE, THE INTERCREDITOR AGREEMENT SHALL CONTROL.

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SECTION 4.13 Notwithstanding anything herein to the contrary, (i) the occurrence of an Event of Default with respect to any one Debt Agreement (as hereinafter defined) shall not be deemed to constitute an Event of Default under any other Debt Agreement except to the extent so expressly stated in such other Debt Agreement and (ii) upon the occurrence of an Event of Default under any one Debt Agreement, the rights and remedies granted hereunder shall be subject to the Intercreditor Agreement. For purposes of this paragraph, “Debt Agreement” means the Existing Indenture, the 2012 Indenture, the Term Loan Agreement or the Credit Agreement.

SECTION 4.14. The appearing parties hereby confer a special power of attorney with the right of substitution upon any member of the law firm of MORGAN & MORGAN, lawyers of the City of Panama, Republic of Panama, empowering each of them to take all necessary steps to record this instrument of Mortgage in the appropriate registries of the Republic of Panama.

SECTION 4.15 The Mortgagee shall be entitled to the rights and protections afforded to the trustee and note collateral agent pursuant to the terms of the Existing Indenture and 2012 Indenture.

[The rest of this page has been left intentionally blank.]

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IN WITNESS WHEREOF, the Shipowner has caused this Mortgage to be duly executed, by the Shipowner by way of deed, and the Mortgagee has accepted this Mortgage on the day and year first above written.

EXECUTED AS A DEED by

[Name of Shipowner]

By:

Name:

Title:

In the presence of:

Witness:

Name:

Occupation:

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Pari Passu Collateral Agent

as Mortgagee

By:

Name:

Title:

Signature Page to First Naval Mortgage - [            ]

ACKNOWLEDGMENT

STATE OF TEXAS	)
	) ss.:
COUNTY OF HARRIS	)

On this [     ]th day of [     ], before me personally appeared [     ] who being by me duly sworn, did depose and say that she is residing at 777 Post Oak Boulevard, Suite 800, Houston, Texas 77056, she is an attorney-in-fact of [     ], the entity described in and which executed the foregoing instrument; and that she signed her name thereto in accordance with the terms of a power of attorney of such entity, and she further acknowledged to me that the foregoing instrument is the free act and deed of such entity.

Notary Public in and for the State of Texas

Acknowledgment to First Naval Mortgage - [            ]

ACKNOWLEDGMENT

STATE OF TEXAS	)
	) ss.:
COUNTY OF HARRIS	)

On this [            ] day of [            ], before me personally appeared [            ], who being by me duly sworn, did depose and say that he is residing at 750 N. St. Paul Place, Suite 1750, Dallas, Texas 75201, he is an attorney-in-fact of Wells Fargo Bank, National Association, the entity described in and which executed the foregoing instrument; and that he signed his name thereto in accordance with the terms of a power of attorney of such entity, and he further acknowledged to me that the foregoing instrument is the free act and deed of such entity.

Notary Public

Acknowledgment to First Naval Mortgage - [            ]

EXHIBIT A

TO

FIRST NAVAL MORTGAGE

Form of the Existing Indenture, together with Exhibit A thereto (Form of Note) and Exhibit E thereto (Form of Note Guarantee), but without other annexes, schedules or exhibits, together with the forms of any supplements thereto.

See attached.

Exhibit A to First Naval Mortgage - [            ]

EXHIBIT B

TO

FIRST NAVAL MORTGAGE

Form of the 2012 Indenture, together with Exhibit A thereto (Form of Note) and Exhibit E

thereto (Form of Note Guarantee), but without other annexes, schedules or exhibits

See attached

Exhibit B to First Naval Mortgage - [            ]

EXHIBIT C

TO

FIRST NAVAL MORTGAGE

[Form of the Term Loan Agreement, together with form of Note but without other annexes, schedules or exhibits]

See attached.

Exhibit C to First Naval Mortgage - [            ]

EXHIBIT D

TO

FIRST NAVAL MORTGAGE

[Form of Credit Agreement, without annexes, schedules or exhibits]

See attached.

Exhibit D to First Naval Mortgage - [            ]

EXHIBIT E

TO

FIRST NAVAL MORTGAGE

Form of Intercreditor Agreement.

See attached.

Exhibit E to First Naval Mortgage - [            ]

EXHIBIT F

TO

FIRST NAVAL MORTGAGE

Form of Assignment of Earnings.

See attached.

Exhibit F to First Naval Mortgage - [            ]

SCHEDULE I

TO

FIRST NAVAL MORTGAGE

DESCRIPTION OF THE VESSEL

[Name of Ship]

Official Number	Radio Call Letters	Length	Width	Depth	Gross Tonnage	Net Tonnage
[     ]	[     ]	[     ] meters	[     ] meters	[     ] meters	[     ]	[     ]

Schedule I to First Naval Mortgage - [            ]

EXHIBIT G-2

FORM OF SHIP MORTGAGE AND DEED OF COVENANTS - BAHAMAS

G-2-1

R208 - Mortgage Registration Form - Version 1.1

	THE COMMONWEALTH OF THE BAHAMAS MORTGAGE REGISTRATION FORM (Page 1 of 2)
Official Number	IMO Number	Name of Ship	Port of Registry
			NASSAU
Propulsion and Engine Details		Vessel Dimensions
Propulsion: Twin or more Propeller Type of Engines: Diesel Electric Total Power:		Length:       metres Breadth:       metres Depth:           metres
Particulars of Tonnage
GROSS TONNAGE:         tons             NET TONNAGE:         tons
Whereas (a) there is an account current between (1) [                     ] with an address at [                     ] (hereinafter sometimes called the “Mortgagor”) and (2) WELLS FARGO BANK, NATIONAL ASSOCIATION with an address at 750 North St. Paul Place, Suite 1750, MAC T9263-170, Dallas, TX 75201, United States of America (hereinafter sometimes called the “Mortgagee”) regulated by (1) a Note Guarantee dated July 30, 2010 (as the same may from time to time be amended, supplemented, extended, novated or replaced, the “Note Guarantee”) (2) an Existing Indenture dated July 30, 2010 as supplemented by a First Supplemental Indenture dated May 20, 2011, a Second Supplemental Indenture dated June 1, 2011, a Third Supplemental Indenture dated June 29, 2011, a Fourth Supplemental Indenture dated April 2, 2012, a Fifth Supplemental Indenture dated April 20, 2012 and a Sixth Supplemental Indenture dated October 25, 2012 (the “Existing Indenture”) between inter alios Vantage International Management Co, the other Guarantors as defined therein (including Vantage Drilling Company, Offshore Group Investment Limited and together with Vantage International Management Co. the “Transaction Parties”) and the Mortgagee as Noteholder Collateral Agent, and (3) a new 2012 Indenture dated October 25, 2012 (the “2012 Indenture”) between (i) Offshore Group Investment Limited, Vantage Drilling Company and others as guarantors and (ii) Wells Fargo Bank, National Association as noteholder collateral agent (as either the Existing Indenture or the 2012 Indenture may from time to time be amended, supplemented, extended, novated or replaced, the Existing Indenture and the 2012 Indenture together the “Indentures”) (4) a Credit Agreement dated June 21, 2012 made between (i) Offshore Group Investment Limited and Vantage Drilling Company as borrowers (ii) Vantage Drilling Company and certain Subsidiaries thereof as guarantors (iii) the Lenders from time to time as lenders and (iv) the Royal Bank of Canada and Wells Fargo Bank, National Association as collateral agent as amended by a Second Amendment to Credit Agreement dated October 25, 2012 (as the same may from time to time be amended, supplemented, extended, novated or replaced, the “Credit Agreement”) (5) certain Purchase Agreements dated July 26, 2010, May 20, 2011, April 2, 2012 and October 25, 2012 (as the same may from time to time be amended, supplemented, extended, novated or replaced, the “the Purchase Agreements”) (6) a Term Loan Agreement dated October 25, 2012 between (i) Offshore Group Investment Limited and Vantage Delaware Holdings, LLC as borrowers (ii) Vantage Drilling Company and certain subsidiaries thereof as guarantors (iii) the Lenders from time to time party thereto as lenders (iv) Citibank, N.A. as administrative agent (v) Wells Fargo Bank, National Association as collateral agent (vi) Citigroup Global Markets Inc., Jefferies Finance LLC, RBC Capital Markets, LLC and Deutsche Bank Securities Inc. as co-lead arrangers and joint bookrunning managers (vii) Jefferies Finance LLC as syndication agent and (viii) RBC Capital Markets, LLC and Deutsche Bank Securities Inc. as co-documentation agents (as the same may from time to time be amended, supplemented, extended, novated or replaced, the “Term Loan Agreement” (7) an Amended and Restated Intercreditor Agreement dated October 25, 2012 made between (i) Wells Fargo Bank, National Association as the pari passu collateral agent, the noteholder collateral agent under the 2012 Indenture, the term loan collateral agent, the collateral agent under the Existing Indenture and the collateral agent under the Credit Agreement (ii) Royal Bank of Canada as administrative agent under the Credit Agreement and (iii) Citibank, N.A. as administrative agent under the Term Loan Agreement (as the same may from time to time be amended, supplemented, extended, novated or replaced, the “Intercreditor Agreement”) (8) a Deed of Covenants bearing even date herewith made between the Mortgagor and the Mortgagee (as the same may from time to time be amended, supplemented, extended, novated or replaced, the “Deed of Covenants”) (9) any other Secured Obligations (as defined in the Deed of Covenants) (as the same may from time to time be amended, supplemented, extended, novated or replaced, the “Secured Obligations”) and (10) any other Pari Passu Documents (as such term is defined in the Deed of Covenants) (as the same may from time to time be amended, supplemented, extended, novated or replaced, the “Pari Passu Documents”) and WHEREAS the Mortgagor has agreed to execute this Mortgage in favour of the Mortgagee for the purpose of securing payment by the Mortgagor to the Mortgagee of all sums for the time being owing under the Note Guarantee, the Indentures, the Credit Agreement, the Purchase Agreements, the Term Loan Agreement, the Intercreditor Agreement, the Deed of Covenants, the Secured Obligations and/or the other Pari Passu Documents and for the purpose of securing payment by the Transaction Parties in the manner and at the times set forth in the Note Guarantee, the Indentures, the Credit Agreement, the Purchase Agreements, the Term Loan Agreement, the Intercreditor Agreement, the Deed of Covenants, the Secured Obligations and/or the other Pari Passu Documents and in order to secure the performance of all of the Transaction Parties’ obligations related thereto; and WHEREAS the amount of principal, interest and other moneys due from the Mortgagor at any given time and the manner and time of payment can be ascertained by reference to the Note Guarantee, the Indentures, the Credit Agreement, the Purchase Agreements, the Term Loan Agreement, the Intercreditor Agreement, the Deed of Covenants, the Secured Obligations and/or the other Pari Passu Documents and/or to the books of account (or other accounting records) of the Mortgagee. Now we (b) VANTAGE INTERNATIONAL MANAGEMENT CO. in consideration of the premises for ourselves and our successors, covenant with the said (c) WELLS FARGO BANK, NATIONAL ASSOCIATION and (d) its assigns to pay to it the sums for the time being due on this security whether by way of principal or interest, at the times and manner aforesaid. And for the purpose of better securing to the said (c) the payment of such sums as last aforesaid, we do hereby mortgage to the said (c) WELLS FARGO BANK, NATIONAL ASSOCIATION 64/64ths (sixty four/sixty fourths) shares of which we are the Owners in the Ship above particularly described, and in her boats, guns, ammunition, small arms and appurtenances.
Lastly, we for ourselves and our successors, covenant with the said (c) WELLS FARGO BANK, NATIONAL ASSOCIATION and (d) its assigns that we have the power to mortgage in manner aforesaid the above mentioned shares, and that the same are free from encumbrances (e) In witness whereof we have affixed our common seal this          day of
	Individual/Corporation	Attestation
	[                     ] name of individual/corporation per signature as Individual/Director/Secretary/ Officer/Attorney-in-fact (h) signature as Individual/Director/Secretary/ Officer/Attorney-in-fact (h) in the presence of the witness whose attestation is given opposite	I, (f) of (g) hereby testify that in my presence (i) this Mortgage was signed by as Individual/Director/Secretary/Officer/ Attorney-in-fact (h) and as Individual/Director/Secretary/Officer/ Attorney-in-fact (h) and (ii) the corporate seal (h)/personal seal (h) of the transferor was affixed this          day of                      Signature of witness
(a) Here state by way of recital that there is an account current between the Mortgagor (describing the company and its address) and the Mortgagee (giving full title, address and description, including all joint mortgages), and describe the nature of the transaction so as to show how the amount of principal and interest due at any given time is to be ascertained, and the manner and time of payment, (b) Name of company, (c) Full name of Mortgagee, (d) “his”, “hers” or “its”, (e) If any prior encumbrance add “save as appears by the registry of the ship”, (f) name of witness, (g) address of witness, (h) delete as applicable. NOTE: The witness to the execution of the document must be a disinterested party, independent of the body corporate or individual executing it e.g. Notary Public, Consular Officer, Magistrate, Justice of Peace. A director, officer or employee of a transferor which is a body corporate should not be an attesting witness.

R208 - Mortgage Registration Form - Version 1.1

	THE COMMONWEALTH OF THE BAHAMAS MORTGAGE REGISTRATION FORM (Page 2 of 2)
Official Number	IMO Number	Name of Ship	Port of Registry
			NASSAU
TRANSFER OF MORTGAGE I/we, the within mentioned in consideration of this day paid to me/us (a)         by hereby transfer to it/him/her/them (a) the benefit of the within-written security. In witness whereof I/we (a) have hereto affixed our seal this          day of
Seal	Individual/Corporation	Attestation
	name of individual/corporation per signature as Individual/Director/Secretary/ Officer/Attorney-in-fact signature as Individual/Director/Secretary/ Officer/Attorney-in-fact in the presence of the witness whose attestation is given opposite	I, (b) of (c) hereby testify that in my presence (i) this Transfer of mortgage was signed by as Individual/Director/Secretary/Officer/ Attorney-in-fact (a) and as Individual/Director/Secretary/Officer/ Attorney-in-fact (a) and (ii) the corporate seal/personal seal (a) of the transferor was affixed this          day of                 Signature of witness
MEMORANDUM OF DISCHARGE By individual or Joint Mortgagees Received the sum of in discharge of this within-written security. Dated at                     this                 day of In witness whereof we have hereto affixed our common seal this                      day of
	name of individual/corporation per signature as Individual/Director/Secretary/ Officer/Attorney-in-fact signature as Individual/Director/Secretary/ Officer/Attorney-in-fact in the presence of the witness whose attestation is given opposite	I, (b) of (c) hereby testify that in my presence (i) this Discharge of mortgage was signed by as Individual/Director/Secretary/Officer/ Attorney-in-fact (a) and as Individual/Director/Secretary/Officer/ Attorney-in-fact (a) and (ii) the corporate seal/personal seal (a) of the mortgagee was affixed this             day of Signature of witness
(a) delete as appropriate, (b) insert name of witness, (c) insert address of witness NOTE: The witness to the execution of the document must be a disinterested party, independent of the body corporate or individual executing it e.g. Notary Public, Consular Officer, Magistrate, Justice of Peace. A director, officer or employee of a transferor which is a body corporate should not be an attesting witness.

EXHIBIT G-2

Date: [             ]

By

[Shipowner],

as Shipowner

And

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Pari Passu Collateral Agent and Mortgagee

DEED OF COVENANTS

over

“[ Vessel]”

Official Number [             ]

This DEED OF COVENANTS (this “Deed of Covenants”) is made this [     ] day of [             ] by [Shipowner] (the “Shipowner”) with an address at: [             ], to WELLS FARGO BANK, NATIONAL ASSOCIATION, as (i) Noteholder Collateral Agent pursuant to the terms of the Existing Indenture (defined below) (in such capacity, the “Existing Noteholder Collateral Agent”), as (ii) Noteholder Collateral Agent pursuant to the terms of the 2012 Indenture (defined below) (in such capacity, the “New Noteholder Collateral Agent”), as (iii) Collateral Agent under the Term Loan Agreement (defined below) (in such capacity, the “Lender Collateral Agent”), and (iv) as Collateral Agent pursuant to the terms of the Credit Agreement (defined below) (in such capacity, the “Credit Agreement Collateral Agent”, and together with the Existing Noteholder Collateral Agent, the New Noteholder Collateral Agent, and the Lender Collateral Agent, the “Pari Passu Collateral Agent”, together with its successors and assigns as such collateral agent under each of the Existing Indenture, the 2012 Indenture, the Term Loan Agreement and the Credit Agreement, the “Mortgagee”) with an address at: 750 N. St. Paul Place, Suite 1750, MAC T9263-170, Dallas, Texas 75201.

WHEREAS:

1. The Shipowner is the sole, absolute and unencumbered, legal and beneficial owner of sixty-four sixty-fourth shares in the Bahamian flag vessel, “[            ]“with Official Number [            ], which is duly documented in the name of the Shipowner under the laws and flag of The Commonwealth of the Bahamas, which vessel is further defined below and described on Schedule I attached hereto and made a part hereof.

2. The Shipowner is party to the Existing Indenture pursuant to which the Issuer issued senior secured first lien notes due 2015 (the “Existing Notes”) in the original aggregate principal amount of Two Billion Twenty Five Million United States Dollars (US$2,025,000,000) to the Initial Purchasers(as defined in the Existing Indenture). The form of the Existing Indenture is annexed hereto as Exhibit A and made a part hereof.

3. The Shipowner is party to the 2012 Indenture pursuant to which the Issuer has issued US$1,150,000,000 aggregate principal amount of 7.50% senior secured first lien notes due 2019 (the “2012 Notes”) to the Initial Purchasers (as defined in the 2012 Indenture). The form of the 2012 Indenture is annexed hereto as Exhibit B and made a part hereof.

4. The Shipowner is party to the Term Loan Agreement pursuant to which the lenders from time to time party thereto have advanced to the borrowers thereunder a term loan in the aggregate amount of Five Hundred Million United States Dollars (US$500,000,000). The form of the Term Loan Agreement is annexed hereto as Exhibit C and made a part hereof.

5. The Shipowner is party to the Credit Agreement pursuant to which the lenders from time to time party thereto have made a commitment to provide advances from time to time to the borrowers thereunder in an aggregate amount of up to Twenty Five Million United States Dollars (US$25,000,000). The form of the Credit Agreement is annexed hereto as Exhibit D and made a part hereof.

6. The Shipowner has executed its (w) Note Guarantee (as defined in the Existing Indenture) (the “Existing Note Guarantee”), (x) Note Guarantee (as defined in the 2012 Indenture) (the “2012 Note Guarantee”), (y) guarantee contained in the Term Loan Agreement (the “Loan Guarantee”) and (z) guarantee contained in the Credit Agreement (the “Credit Agreement Guarantee”; and, together with the Existing Note Guarantee, the 2012 Note Guarantee and the Loan Guarantee, the “Guarantees”) whereby it has guaranteed the obligations of the Issuer under the Existing Indenture and the 2012 Indenture respectively, the Credit Parties (including the Issuer) as defined in and party to the Term Loan Agreement, and the Loan Parties (including the Issuer) as defined in and party to the Credit Agreement. The Shipowner will receive substantial, direct and indirect, benefits through the extension of the loans under the terms of the Credit Facilities and related documents; and in consideration of such benefit and other good and valuable consideration and to secure its obligations under the Guarantees, the receipt and sufficiency of which are hereby acknowledged, the Shipowner has executed this Deed of Covenants and that certain statutory mortgage, dated [             ] constituting a first priority mortgage of sixty four sixty fourth shares in the Vessel (the “Mortgage”). The form of the Existing Note Guarantee is part of Exhibit A and made a part hereof. The form of the 2012 Note Guarantee is part of Exhibit B and made a part hereof. The Loan Guarantee is contained within Exhibit C and made a part hereof. The Credit Agreement Guarantee is contained within Exhibit D and made a part hereof.

7. In accordance with the terms of the Intercreditor Agreement, the parties thereto have, inter alia, agreed to certain matters relating to this Deed of Covenants, the Existing Indenture, the 2012 Indenture, the Term Loan Agreement, and the Credit Agreement. The form of the Intercreditor Agreement is annexed hereto as Exhibit E and made a part hereof.

8. This Deed of Covenants and the Mortgage secures the Secured Obligations (including, without limitation, the costs, expenses and other amounts payable by Shipowner hereunder pursuant to Section 4.8 in connection with Mortgagee’s enforcing of its rights and remedies pursuant to this Deed of Covenants and the Mortgage) and the Shipowner has duly authorized the execution and delivery of this Deed of Covenants and has authorized the execution, delivery and registration of the Mortgage in favor of the Mortgagee.

9. The Existing Notes bear interest at the rate of 11 ¹/₂% per annum, the 2012 Notes bear interest at the rate of 7.50% per annum; the amounts due under the Term Loan Agreement bear interest at the rate set forth in Section 2.08 of the Term Loan Agreement; and the amounts due under the Credit Agreement bear interest at the rate set forth in Section 2.05 of the Credit Agreement.

NOW, THEREFORE, to secure the prompt payment of the Secured Obligations and the performance and observance of all agreements, covenants and provisions of the Shipowner contained in its Guarantees, the Credit Facilities, this Deed of Covenants and the other Pari Passu Documents, the Shipowner has granted, conveyed, mortgaged, pledged, confirmed, assigned, transferred and set over, and by these presents does grant, convey, mortgage, pledge, confirm, assign, transfer and set over unto the Mortgagee the Vessel;

TO HAVE AND TO HOLD all and singular the Vessel unto the Mortgagee and its successors and permitted assigns, to its and its successors’ and permitted assigns’ own use, benefit and behoof forever, subject to the rights of the Shipowner therein as herein provided;

2

IT IS HEREBY COVENANTED, DECLARED AND AGREED that the Vessel is to be held subject to the further covenants, conditions, provisions, terms and uses hereinafter set forth.

ARTICLE I

DEFINITIONS

SECTION 1.1 For purposes of this Deed of Covenants, the following terms shall have the respective meanings given to them below. Capitalized terms used herein and not otherwise defined herein are used herein as defined in, or by reference in, the Intercreditor Agreement.

The following terms shall have the following meanings:

“Credit Agreement” means that certain Credit Agreement dated as of June 21, 2012, among the Issuer, as borrower, the Parent, the guarantors from time to time party thereto (including the Shipowner), the lenders from time to time party thereto, and Royal Bank of Canada, as collateral agent, and any and all successors thereto in such capacity, as the same has been and may hereafter be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.

“Credit Agreement Collateral Agreements” means any agreement, document or instrument pursuant to which a Lien is granted to secure any Credit Agreement Obligation or under which rights or remedies with respect to any such Lien are governed, as the same may be amended, restated, modified, renewed, refunded, replaced or refinanced from time to time as permitted by the Pari Passu Documents.

“Credit Agreement Documents” means the Credit Agreement, the Credit Agreement Collateral Agreements, and any agreement, instrument or other document evidencing or governing any Credit Agreement Obligations.

“Credit Agreement Indemnified Parties” means each of the Lenders, the Administrative Agent, and the Collateral Agent (as each such term is defined in the Credit Agreement).

“Credit Agreement Obligations” means all obligations of the Issuer, the Parent and the Guarantors (as defined in the Credit Agreement) under the Credit Agreement; any other Credit Agreement Documents and any other related document or instrument executed and delivered pursuant to any of the foregoing.

“Credit Agreement Secured Parties” has the meaning set forth in the Intercreditor Agreement.

“Credit Facilities” means the Existing Indenture, the 2012 Indenture, the Term Loan Agreement and the Credit Agreement.

3

“Environmental Law” means all former, current and future federal, state, local and foreign laws (including common law), treaties, regulations, rules, ordinances, codes, decrees, judgments, directives, orders (including consent orders), and agreements in each case, relating to protection of the environment, natural resources, human health and safety or the presence, Release of, or exposure to, Hazardous Materials, or the generation, manufacture, processing, distribution, use, treatment, storage, transport, recycling or handling of, or the arrangement for such activities with respect to, Hazardous Materials.

“Existing Indenture” means that certain Indenture dated as of July 30, 2010, among the Issuer, the guarantors from time to time party thereto, and Wells Fargo Bank, National Association, as trustee and noteholder collateral agent, and any and all successors thereto in either such capacity, as the same has been and may be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.

“Existing Indenture Collateral Agreements” means the Existing Note Guarantee and any agreement, document or instrument pursuant to which a Lien is granted to secure any Existing Note Obligations or under which rights or remedies with respect to any such Lien are governed, as the same may be amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time as permitted by the Existing Indenture.

“Existing Indenture Documents” means the Existing Indenture, the applicable Purchase Agreement(s), the Existing Indenture Collateral Agreements and any agreement, instrument or other document evidencing or governing any Existing Note Obligations.

“Existing Indenture Indemnified Parties” shall mean the Initial Purchasers (as defined in the Existing Indenture), the Mortgagee, as trustee and noteholder collateral agent and each Noteholder (as defined in the Existing Indenture).

“Existing Indenture Secured Parties” means the Existing Noteholder Collateral Agent and the Noteholders (as defined in the Existing Indenture).

“Existing Note Obligations” means all obligations of the Issuer, the Parent and the other Guarantors (as defined in the Existing Indenture) under the Existing Indenture, the Existing Notes, the Existing Indenture Collateral Agreements and any other related document or instrument executed and delivered pursuant to any of the foregoing.

“Governmental Authority” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supranational bodies such as the European Union or the European Central Bank).

“Hazardous Material” means (a) any petroleum products or byproducts and all other hydrocarbons, coal ash, radon gas, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls and chlorofluorocarbons and (b) any chemical, material, substance or waste that is prohibited, limited or regulated by or pursuant to any Environmental Law.

4

“Indemnified Parties” means the Existing Indenture Indemnified Parties, the 2012 Indenture Indemnified Parties, the Term Loan Indemnified Parties the Credit Agreement Indemnified Parties, and the holders of the Other Pari Passu Obligations.

“Intercreditor Agreement” means that certain amended and restated intercreditor agreement, dated October 25, 2012 among (a) Wells Fargo Bank, National Association, as (x) the pari passu collateral agent, the noteholder collateral agent and the trustee under the 2012 Indenture,(y) the term loan collateral agent, the collateral agent and trustee under the Existing Indenture and (z) the collateral agent under the Credit Agreement, (b) Royal Bank of Canada, as agent under the Credit Agreement, (c) Citibank, N.A., as administrative agent under the Term Loan Agreement, and (d) acknowledged by the Issuer, Parent, and each of the other guarantors party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

“Issuer” means Offshore Group Investment Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands.

“Legal Requirement” means, as to any Person, any law, statute, ordinance, decree, award, requirement, order, writ, judgment, injunction, rule, regulation (or official interpretation of any of the foregoing) of, and the terms of any license or permit issued by, any Governmental Authority which is binding on such Person.

“Mortgage” means the statutory mortgage mentioned in recital (6) above.

“Other Pari Passu Obligations” means other Indebtedness (as defined in the Intercreditor Agreement) of the Issuer or the Restricted Subsidiaries (as defined in the 2012 Indenture) that is equally and ratably secured with the Pari Passu Obligations as permitted by the 2012 Indenture and is designated by the Issuer as an Other Pari Passu Obligation.

“Parent” means Vantage Drilling Company, an exempted company incorporated with limited liability under the laws of the Cayman Islands.

“Pari Passu Documents” means the Intercreditor Agreement, Existing Indenture Documents, the 2012 Indenture Documents, the Term Loan Documents, the Credit Agreement Documents and any other document or instrument evidencing or governing any Other Pari Passu Obligations.

“Pari Passu Obligations” means (a) the Existing Note Obligations, (b) the 2012 Note Obligations, (c) the Term Loan Obligations, (d) the Credit Agreement Obligations, (e) all Other Pari Passu Obligations and (f) all other obligations in respect of, or arising under, the Pari Passu Documents, including all fees and expenses of the collateral agent payable with respect thereto and shall include all interest and fees, which but for the filing of a petition in bankruptcy with respect to the Issuer, the Parent or any other guarantor thereunder (in each case, including in its capacity as a co-borrower thereunder), would have accrued on such obligations, whether or not a claim for such interest or fees is allowed in such proceeding.

5

“Permitted Liens” means Liens permitted from time to time under the Existing Indenture, the 2012 Indenture, the Term Loan Agreement or the Credit Agreement.

“Post-Closing Agreement” means that certain post-closing agreement, dated as of October 25, 2012, between Citigroup Global Markets Inc., as representative of the Initial Purchasers, and the Pari Passu Collateral Agent, and agreed to and accepted by, inter alia, the Shipowner and the Parent.

“Purchase Agreements” means (a) that certain Purchase Agreement dated as of July 26, 2010, among the Issuer and the initial guarantors party thereto, and agreed to and accepted by Jefferies & Company, Inc. and Deutsche Bank Securities Inc., as representatives of the Initial Purchasers (as defined therein), executed in connection with the Existing Indenture, (b) that certain Purchase Agreement dated as of May 20, 2011, among the Issuer and the initial guarantors party thereto, and agreed to and accepted by Jefferies & Company, Inc., as representative of the Initial Purchasers (as defined therein), executed in connection with the Existing Indenture, (c) that certain Purchase Agreement dated as of April 2, 2012, among the Issuer and the initial guarantors party thereto, and agreed to and accepted by Jefferies & Company, Inc., as representative of the Initial Purchasers (as defined therein), executed in connection with the Existing Indenture, (d) that certain Purchase Agreement dated as of October 16, 2012, among the Issuer and the initial guarantors party thereto, and agreed to and accepted by Citigroup Global Markets, Inc., as representative of the Initial Purchasers (as defined therein), executed in connection with the 2012 Indenture, and (e) each other purchase agreement from time to time entered into by the Issuer and the guarantors from time to time party to the 2012 Indenture in connection with an issuance of additional Notes (as defined in the 2012 Indenture) under the 2012 Indenture.

“Release” means any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment or within or upon any building, structure, facility or fixture.

“Secured Obligations” means collectively (a) the Pari Passu Obligations, (b) the Other Pari Passu Obligations, and (c) the obligations under the Purchase Agreements of the Issuer and the guarantors party thereto.

“Secured Parties” means (a) the Pari Passu Collateral Agent, (b) the Existing Indenture Secured Parties, (c) the 2012 Indenture Secured Parties, (d) the Term Loan Secured Parties, (e) the Credit Agreement Secured Parties, and (f) the holders of Other Pari Passu Obligations.

“Term Loan Agreement” means that certain Term Loan Agreement dated as of on or about the date hereof, among the Issuer, as co-borrower, the US Borrower (as defined therein), the guarantors from time to time party thereto, the lenders from time to time party thereto, Citibank, N.A., as administrative agent, and Wells Fargo Bank, National Association, as collateral agent, as the same has been and may hereafter be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time as permitted by the Pari Passu Documents.

6

“Term Loan Collateral Agreements” means any agreement, document or instrument pursuant to which a guarantee is given or a Lien is granted to secure any Term Loan Obligations or under which rights or remedies with respect to any such Lien are governed, as the same may be amended, restated, modified, renewed, refunded, replaced or refinanced from time to time as permitted by the Pari Passu Documents.

“Term Loan Documents” means the Term Loan Agreement, the Term Loan Collateral Agreements and any agreement, instrument or other document evidencing or governing any Term Loan Obligations.

“Term Loan Indemnified Parties” shall mean each of the Lenders (as defined in the Term Loan Agreement) and the Mortgagee as collateral agent.

“Term Loan Obligations” means the “Obligations” (as defined in the Term Loan Agreement) of the Issuer, the US Borrower (as defined in the Term Loan Agreement) and the guarantors from time to time party to the Term Loan Agreement and any other related document or instrument executed and delivered pursuant thereto, in each case incurred pursuant to the Term Loan Agreement and any other related document or instrument executed and delivered pursuant thereto.

“Term Loan Secured Parties” has the meaning set forth in the Intercreditor Agreement.

“2012 Indenture” means that certain Indenture dated as of the date hereof, among the Issuer, the guarantors from time to time party thereto, and Wells Fargo Bank, National Association, as trustee and noteholder collateral agent, and any and all successors thereto in either such capacity, as the same has been and may be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.

“2012 Indenture Collateral Agreements” means the 2012 Note Guarantee and any agreement, document or instrument pursuant to which a Lien is granted to secure any 2012 Note Obligations or under which rights or remedies with respect to any such Lien are governed, as the same may be amended, restated, modified, renewed, refunded, replaced, or refinanced from time to time as permitted by the Pari Passu Documents.

“2012 Indenture Documents” means the 2012 Indenture, the 2012 Notes, the applicable Purchase Agreements, the 2012 Indenture Collateral Agreements, the Post-Closing Agreement, and any agreement, instrument or other document evidencing or governing any 2012 Note Obligations.

“2012 Indenture Indemnified Parties” shall mean the Initial Purchasers (as defined in the 2012 Indenture), the New Noteholder Collateral Agent, and each Noteholder (as defined in the 2012 Indenture).

“2012 Indenture Secured Parties” means the New Noteholder Collateral Agent and the Noteholders (as defined in the 2012 Indenture).

7

“2012 Note Obligations” means all obligations under the 2012 Indenture of the Issuer, the Parent and the other Guarantors (as defined in the 2012 Indenture) under the 2012 Indenture Documents and the other “obligations” under, and as defined in, the 2012 Indenture, including, but not limited to, all indebtedness evidenced by any and all Notes (as defined in the 2012 Indenture) now or hereafter issued thereunder, including any series of Notes that may hereafter from time to time be issued as permitted under the 2012 Indenture.

“Vessel” means the vessel “[             ]” registered under the Bahamas flag at the port of Nassau under Official Number [             ] and includes any share or interest of every kind which the Shipowner now or at any later time has to, in or in connection with that vessel together with all of the boilers, engines, generators, drilling machinery and equipment, pumps and pumping equipment, machinery, masts, spars, sails, boats, anchors, cables, chains, rigging, tackle, outfit, apparel, furniture, fittings, equipment, spares, fuel, stores and all other appurtenances thereunto appertaining or belonging, and also any and all additions, improvements and replacements hereafter made in or to such vessel, or any part thereof, or in or to her equipment and appurtenances aforesaid.

ARTICLE II

COVENANTS OF THE SHIPOWNER

The Shipowner covenants and agrees with the Mortgagee as follows:

SECTION 2.1 The Shipowner acknowledges it is justly indebted in accordance with the terms of the Credit Facilities, the Existing Notes, the 2012 Notes, the Pari Passu Documents and its Guarantees. The Shipowner will pay when due all Secured Obligations from time to time payable by the Shipowner under its Credit Facilities, the Existing Notes, the 2012 Notes, the Pari Passu Documents and its Guarantees and will observe, perform and comply with the covenants, terms and conditions herein and, as applicable, in its Credit Facilities, the Existing Notes, the 2012 Notes, the Pari Passu Documents and its Guarantees, on its part to be observed, performed or complied with. The formula for the calculation of interest on the amounts due under the Credit Facilities, the Existing Notes, and the 2012 Notes, and the terms of their payment together with the terms of the repayment of the principal of the Credit Facilities, the Existing Notes, and the 2012 Notes secured by the Mortgage and this Deed of Covenants are provided in the Existing Indenture, the 2012 Indenture, the Term Loan Agreement and the Credit Agreement, as applicable.

SECTION 2.2 The Shipowner is and shall remain duly qualified to own, document and operate the Vessel under the applicable laws and regulations of The Commonwealth of the Bahamas. The Vessel is duly documented in the name of the Shipowner as owner under the laws of The Commonwealth of the Bahamas with the Official Number set forth in Whereas Clause 1 hereof.

SECTION 2.3 The Shipowner lawfully owns and is lawfully possessed of the Vessel free from any Lien, charge or encumbrance whatsoever (except for the Mortgage, this Deed of Covenants and Permitted Liens), and will warrant and defend the title and possession thereto and to every part thereof for the benefit of the Mortgagee against the claims and demands of all persons whomsoever.

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SECTION 2.4 The Shipowner has caused the Mortgage to be duly recorded with the Bahamian Register of Ships at the Bahamas Maritime Authority in London and will otherwise comply with and satisfy, or cause to be complied with and satisfied, all of the provisions of applicable laws of The Commonwealth of the Bahamas in order to establish, perfect and maintain the Mortgage as a valid, enforceable and duly perfected first priority statutory mortgage thereunder upon the Vessel and upon all renewals, replacements and improvements made in or to the same for the amount of the Secured Obligations.

SECTION 2.5 (a) The Shipowner will not (i) cause or permit the Vessel to be operated in any manner contrary to law, (ii) engage in any unlawful trade or violate any law, (iii) carry any cargo that will expose the Vessel to penalty, confiscation, forfeiture, capture or condemnation, or (iv) do, or suffer or permit to be done, anything which can or may injuriously affect the registration or enrollment of the Vessel under the laws and regulations of The Commonwealth of the Bahamas. The Shipowner will at all times keep the Vessel duly documented as a Bahamian flag vessel under all of the provisions and requirements of The Commonwealth of the Bahamas, eligible for the trade of The Commonwealth of the Bahamas in which it is engaged from time to time.

(b) All technical and commercial management of the Vessel shall be performed by the Shipowner or by any Guarantor that is a party to any drilling contract or any bareboat charter or other such charters respecting the Vessel (each such Guarantor being referred to herein as an “Internal Charterer”).

SECTION 2.6 Neither the Shipowner, any charterer, the master of the Vessel nor any other person has or shall have any right, power or authority to create, incur or permit to be placed or imposed or continued upon the Vessel any Lien whatsoever other than the Mortgage, this Deed of Covenants and other Permitted Liens.

SECTION 2.7 The Shipowner will place, and at all times and places will retain, a properly certified copy of the Mortgage and this Deed of Covenants on board the Vessel with her papers and will cause such certified copy and such Vessel’s marine document to be exhibited to any and all persons having business therewith which might give rise to any Lien thereon other than Permitted Liens, and to any representative of the Mortgagee; and the Shipowner will place and keep prominently displayed in the chart room and in the master’s cabin of the Vessel, or in the case of a rig, in a prominent place aboard the rig, or in such location as the rig’s papers are kept, a framed printed notice in plain type reading as follows:

“NOTICE OF MORTGAGE

This Vessel is subject to a First Priority Ship Mortgage to Wells Fargo Bank, National Association, as the Mortgagee. Under the terms of said Mortgage, neither the Shipowner, any charterer, the master of this Vessel nor any other person has any right, power or authority to create, incur or permit to be imposed upon this Vessel any Lien whatsoever other than, this Mortgage and Permitted Liens (as defined in the Mortgage).”

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SECTION 2.8 Except for the Mortgage, this Deed of Covenants and the other Permitted Liens, the Shipowner will not suffer to be continued any Lien, encumbrance or charge on the Vessel.

SECTION 2.9 (a) If a libel or complaint be filed against the Vessel or the Vessel be otherwise attached, arrested, levied upon or taken into custody by any Governmental Authority or any person that purports to be acting on behalf of a Governmental Authority for any cause whatsoever, the Shipowner will promptly notify the Mortgagee, and within 15 days will cause such Vessel to be released and all Liens thereon other than the Mortgage, this Deed of Covenants and other Permitted Liens to be discharged (except to the extent that the claim giving rise to such lien shall concurrently be contested by the Shipowner in good faith by appropriate proceedings that shall not affect the release of such Vessel) and will promptly notify the Mortgagee thereof in the manner aforesaid.

(b) If the Shipowner shall fail or neglect to furnish proper security or otherwise to release such Vessel from libel, arrest, levy, seizure or attachment within the time period required by Section 2.9(a) above, the Mortgagee or any person acting on behalf of the Mortgagee may furnish security to release such Vessel and by so doing shall not be deemed to cure the default of the Shipowner unless and until the Shipowner shall have reimbursed the Mortgagee from all costs and expenses (including reasonable attorney’s fees) incurred by the Mortgagee or such third party acting at the direction of the Mortgagee in procuring such release, including for any security so furnished.

SECTION 2.10 (a) Except while such Vessel is undergoing repairs, maintenance or is in lay up, the Shipowner will at all times and without cost or expense to the Mortgagee maintain and preserve, or cause to be maintained and preserved, the Vessel (i) in good running order and repair so that the Vessel shall be tight, staunch, strong and well and sufficiently tackled, apparelled, furnished, equipped and in every respect seaworthy and (ii) in at least as good a working order and condition as when this Deed of Covenants was executed, ordinary wear and tear excepted; and will keep the Vessel, or cause her to be kept, in such condition as will entitle her to such classification rating with the American Bureau of Shipping or other classification society that is a member of the International Association of Classification Societies (each, a “Classification Society”) that companies engaged in the operation of vessels of the same type, size, age and flag as the Vessel maintain respecting their vessels with such Classification Society. Notwithstanding the foregoing, if the Vessel is affected by any loss or damage or any condemnation or taking of such Vessel or a portion or component thereof, the Shipowner shall make all necessary repairs and replacements to the Vessel, except where the failure to do so could not reasonably be expected to materially change the value or usefulness of the Vessel. The Shipowner will furnish the Mortgagee on the date hereof and annually thereafter a certificate issued by such Classification Society evidencing that such classification is maintained. The Shipowner will not change the Classification Society.

(b) The Mortgagee shall have the right at any time, on reasonable notice, to inspect or survey the Vessel to ascertain its condition and to satisfy itself that the Vessel is being properly repaired and maintained, and the Shipowner shall cause to be made all such repairs, without expense to the Mortgagee, as such inspection or survey may show to be required to maintain the classification of the Vessel required under this Section 2.10. The Shipowner shall also permit the Mortgagee to inspect the Vessel’s logs, whenever requested, on reasonable notice, and shall promptly furnish the Mortgagee with full information regarding any casualties or other accidents or damage to the Vessel involving an amount in excess of $1,000,000.

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SECTION 2.11 (a) The Vessel shall, and the Shipowner covenants that it will, at all times comply with all applicable laws, rules and regulations, and the Vessel shall have on board as and when required thereby certificates showing compliance therewith.

(b) The Shipowner will not make, or permit to be made, any change in the structure or type of the Vessel or change in the rig of the Vessel, if any such change could reasonably be expected to materially and adversely affect the value of the Vessel.

(c) The Shipowner may, in the ordinary course of maintenance, repair or overhaul of the Vessel, remove any item of property constituting a part of such Vessel, provided such item of property is replaced to the extent necessary to maintain such Vessel in the condition required herein. Any such replacement item of property shall, without necessity of further act hereunder, become part of such Vessel and subject to the Mortgage and this Deed of Covenants.

(d) The Shipowner agrees to give the Mortgagee at least ten (10) days prior written notice (or notice of such shorter period as the Mortgagee may agree) of the actual date and place of any scheduled drydocking or survey and three (3) days notice (or notice of such shorter period as the Mortgagee may agree) of the actual date and place of any unscheduled drydocking or survey in order that the Mortgagee may have representatives present if desired. The Shipowner agrees that it will provide evidence to the Mortgagee that the expense of such drydocking or survey or work to be done thereat is within the Shipowner’s financial ability and will not result in a claim or Lien (other than Permitted Liens) against the Vessel in violation of the provisions of this Deed of Covenants.

SECTION 2.12 The Shipowner will at all reasonable times afford the Mortgagee or its authorized representatives full and complete access to the Vessel for the purpose of inspecting the Vessel and its cargo and papers and, at the request of the Mortgagee, the Shipowner will deliver for inspection copies of all material contracts and documents relating to the Vessel, whether on board or not.

SECTION 2.13 The Shipowner will remain the registered owner of the Vessel. Without giving at least 60 days’ prior written notice thereof to the Mortgagee, the Shipowner will not change the name, official or patent number, the home port or class of the Vessel. The Shipowner will not change the flag of the Vessel.

SECTION 2.14 The Shipowner will not sell, mortgage or transfer the Vessel except in accordance with the applicable provisions of the Pari Passu Documents. The Shipowner will not charter the Vessel on a demise or bareboat basis to any Person who is not an Internal Charterer; (except pursuant to a Permitted Third Party Charter (as defined in the 2012 Indenture and the Term Loan Agreement)) provided, that to the extent the Shipowner so demises or bareboat charters the Vessel to an Internal Charterer pursuant to an Internal Charter, it will: (a) cause such Internal Charterer to become a Guarantor and to execute the Pari Passu Documents required to be executed by Guarantors in accordance with the terms of the Credit Facilities, and

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(b) cause the Internal Charterer to execute and deliver an Assignment of Earnings in favor of the Mortgagee respecting any earnings of the Vessel payable to the Internal Charterer. The Shipowner will cause all freights, hires or other earnings of the Vessel payable to it or to any Internal Charterer to be paid to an Earnings Account in accordance with the terms of the Assignment of Earnings respecting the Vessel given by the Shipowner. Any Assignment of Earnings shall be in the form attached hereto as Exhibit F.

SECTION 2.15 The Shipowner agrees that, if the Shipowner fails to perform covenants or obligations under this Deed of Covenants, including, without limitation, its obligations with respect to insurance, the discharging of Liens, taxes, dues, assessments, governmental charges, fines, penalties lawfully imposed, repairs, reasonable attorneys’ fees, and other obligations that are not Permitted Liens, during the existence of an Event of Default, the Mortgagee may, but shall not be obligated to, perform the Shipowner’s obligations under this Deed of Covenants, and any reasonable expenses incurred by the Mortgagee in performing the Shipowner’s obligations shall be paid by the Shipowner within 10 Business Days of demand. Any such performance by the Mortgagee may be made by the Mortgagee in reasonable reliance on any statement, invoice or claim, without inquiry into the validity or accuracy thereof. The amount and nature of any expense of the Mortgagee hereunder shall be conclusively established by a certificate of any officer of the Mortgagee absent manifest error, and such amount shall be included in the Secured Obligations, secured by the Mortgage and this Deed of Covenants.

SECTION 2.16 The Shipowner will fully perform, and cause any Internal Charterer or charterer under a Permitted Third Party Charter, respectively, to fully perform, (a) any Internal Charter of the Vessel between the Shipowner and the Internal Charterer (b) any Permitted Third Party Charter, and (c) all drilling or other contracts which may be entered into with respect to the Vessel.

SECTION 2.17 In the event that at any time and from time to time this Deed of Covenants or any provisions hereof shall be deemed invalidated in whole or in part by reason of any present or future law or any decision of any Governmental Authority, then the Shipowner, forthwith will execute such other and further assurances and documents as are reasonably necessary to accomplish the purposes of this Deed of Covenants.

SECTION 2.18 In the event of the requisition of the Vessel by any Governmental Authority or by anyone else, in each case provided such action does not constitute a Total Loss (as hereinafter defined), the Shipowner will give prompt written notice thereof to the Mortgagee, and any payments in respect thereof shall be paid to the Shipowner, and the Shipowner shall cause any such payment to be applied to the Secured Obligations to the extent required, and in accordance with, the terms of the Intercreditor Agreement.

SECTION 2.19 (a) The Shipowner will at all times and at its own cost and expense (and the Shipowner represents and warrants that all insurance carried and maintained in respect of the Vessel meets, and as long as the Mortgage is effective will continue to meet, the standards set forth in Section 2.19(a)(i) below):

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(i) cause to be carried and maintained in respect of the Vessel insurance payable in United States Dollars in amounts (and with co-insurance and deductibles), against all risks (including, without limitation, marine hull and machinery (including excess value) insurance, protection and indemnity insurance, drilling, towage, confiscation, expropriation, loss of hire, war and terrorist risks, liability arising out of pollution and the spillage or leakage of cargo and cargo liability insurance (with named windstorm coverage exclusions in the Gulf of Mexico unless the Insurance Advisor advises that such named windstorm coverage is available in the Gulf of Mexico on a commercially reasonable basis and is customary with respect to the operation in the drilling industry of any vessel similar to the Vessel in the Gulf of Mexico) and in forms which are substantially equivalent to the coverage reflecting the customary and prudent practice of other responsible and experienced Persons of similar size and established reputation engaged in the same or similar operation of vessels similar to the Vessel and placed through brokers and with financially sound and reputable insurance companies, underwriters, funds, mutual insurance associations, war risks and protection and indemnity risk associations or clubs of recognized standing;

(ii) renew all such insurances as they expire and so as to ensure that there is no gap in coverage, keep the Mortgagee advised of the progress of such renewals, and provide evidence of such renewal in writing to the Mortgagee within seven days of renewal;

(iii) punctually pay all premiums, calls, contributions or other sums payable in respect of the insurances and produce all relevant receipts when so required by the Mortgagee, and all insurances shall provide that there shall be no recourse against the Mortgagee for unpaid premiums, club calls, assessments or advances;

(iv) cause each insurance company, underwriter, club or fund (or an authorized agent thereof) to agree in writing to mark their records and to advise the Mortgagee at least seven (7) days prior to the lapse of each policy or contract issued by such insurance company, underwriter, club or fund by expiration, termination, failure to renew or otherwise for any reason whatsoever and of any default in payment of any premium in respect of any insurances with respect to the Vessel. The Mortgagee shall not be deemed to have knowledge of any such lapse of insurance in the absence of receipt of notice from such brokers. If such insurances are not maintained in full force and effect, then the Mortgagee, at its option, may procure such insurance at the Shipowner’s expense;

(v) deliver to the Mortgagee copies of all cover notes, binders, policies and certificates of entry in protection and indemnity associations, and all endorsements and riders amendatory thereof, in respect of the insurances maintained in connection with the Vessel;

(vi) cause the insurances to provide for a deductible amount not in excess of $5,000,000 per occurrence;

(vii) provide to the Mortgagee promptly after receiving them copies of any communications relating to (A) non-payment of premiums and cancellation of the insurances; and (B) the imposition of any exclusion or qualification or other material modification of the insurances; and

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(viii) do all things necessary and provide all documents, evidence and information within its power which may be necessary to enable the Mortgagee to collect or recover any moneys which may at any time become due in respect of the insurances.

(b) As long as either the Existing Indenture or the 2012 Indenture remains in effect and has not been terminated, the Mortgagee shall retain Willis Limited (or other independent insurance advisor of reputable standing nominated by the Issuer and acceptable to the Mortgagee) as Insurance Advisor (the “Insurance Advisor”) who will from to time at the request of the Mortgagee advise whether the Shipowner’s insurances meet the requirements of this Deed of Covenants or what additional or other insurances may be advisable from time to time to protect the interests of the Mortgagee in the Vessel, and the Mortgagee shall be entitled to rely without further inquiry or determination and shall be fully protected in so relying on such Insurance Advisor’s advice. All fees and expenses of the Insurance Advisor shall be paid by the Shipowner. The Shipowner covenants and agrees that neither it nor any affiliate of it will place any insurances required to be maintained by it under this Deed of Covenants through the Insurance Advisor.

(c) The insurances shall include the following terms and conditions:

(i) while being operated, the Vessel shall always be covered against marine perils and all risks of loss or damage, including loss, damage, fire and such other perils as are customary in the industry, in accordance with English, American or Norwegian hull clauses with reasonable deductibles as determined by the Shipowner but in no event in excess of $5,000,000. When and while the Vessel is laid up, in lieu of the aforesaid hull insurance, port risk insurance may be taken out thereon by the Shipowner under forms of policies recommended by the Insurance Advisor in its reasonable discretion for the Vessel;

(ii) for the purposes of insurance against Total Loss (as defined herein), the Vessel and its equipment and appurtenances shall be insured for and valued (for the avoidance of doubt being an agreed/assessed value as between the assured and the insurers) in forms which are substantially equivalent to the coverage reflecting the customary and prudent practice of other responsible and experienced Persons of similar size and established reputation engaged in the same or similar operation of vessels similar to the Vessel;

(iii) the Vessel shall be covered against war and terrorist risks (including risks, whether or not regarded as war risks, excluded by the “Free of Capture and Seizure” clauses in the standard form of marine policy) in accordance with English, American or Norwegian clauses and incorporating protection and indemnity clause and with crew war risk insurance being effected separately, and the Vessel shall be covered for “strikes, riots and civil commotion” risk. Such risks may, at the option of the Shipowner, be insured by entering the Vessel in a reputable war risk association or club against all risks covered under the rules of such association or club and with reasonable deductibles provided therein;

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(iv) the Vessel shall also be insured against protection and indemnity risks and liabilities, including, without limitation, the Vessel’s full tonnage and insurance against liability for pollution or the spillage or leakage of oil or other cargo by the Vessel, unless such risk is fully covered by the entry of the Vessel into an international group protection and indemnity association, in an aggregate amount equal to the greater of (x) the highest amount of such coverage available from time to time, or (y) at least $500,000,000 and by the entry of the Vessel in a protection and indemnity association or club belonging to the International Group of Protection and Indemnity Clubs (the “International Group”), but in any event shall be in an amount recommended by the Insurance Advisor in its reasonable discretion;

(v) if any of the insurances referred to in this Section 2.19 form part of a fleet cover, the Shipowner shall procure that the brokers shall undertake to the Mortgagee that such brokers shall neither set off against any claims in respect of the Vessel any premiums due in respect of other vessels under such fleet cover or any premiums due for other insurances, nor cancel the insurance for reason of non-payment of premiums for other vessels under such fleet cover or of premiums for such other insurances, and shall undertake to issue a separate policy or policies in respect of the Vessel if and when so requested by the Mortgagee; and

(vi) if the Mortgagee determines solely based upon the advice of the Insurance Advisor that the insurances do not reasonably protect the interests of the Mortgagee to the Vessel, it will consult with the Shipowner and the Insurance Advisor in order to agree to any changes to the insurances that may be appropriate to protect the interest of the Mortgagee in relation to the Vessel, provided that if the Mortgagee and the Shipowner are unable to agree upon which changes may be appropriate, the Shipowner will comply with any further requirements relating to insurance recommended by the Insurance Advisor.

(vii) The amount, types of coverage, the insurance provider(s) and all other issues related to the insurance required by this Section 2.19 shall be those reasonably determined by the Insurance Advisor and recommended to the Mortgagee in writing. The Mortgagee shall have no duty or obligation to investigate or otherwise inquire into the recommendations made by the Insurance Advisor in connection with obtaining such insurance.

(d) At the Shipowner’s expense, the Mortgagee will obtain, for and on behalf of the Mortgagee and the Secured Parties, mortgagee’s interest insurance, mortgagee’s additional perils (pollution) insurance, and, when applicable, mortgagee’s rights insurance or similar coverage, and providing coverage which shall be in the maximum amounts obtainable under the hull policies or, if less, 110% of outstanding principal amount of the Credit Facilities set forth in Section 2.19(c)(ii).

(e) In the case of all marine and war risk hull and machinery policies and all protection and indemnity insurances (including insurance against liability for pollution or the spillage or leakage of cargo), the Shipowner will cause the Mortgagee to be named an additional insured without liability for premiums or calls payable under the insurances.

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(f) The Shipowner will cause all policies and certificates of entry with respect to insurance required hereby for the Vessel to contain a loss payable clause which shall be on substantially the terms set forth in Schedule I attached to the Assignment of Insurances (or, if such terms are not obtainable, then such terms as shall, in the opinion of the Insurance Advisor be the best otherwise attainable), in the case of all marine and war risk hull and machinery (including excess values) policies and all protection and indemnity and liability and oil pollution liability insurance, and which shall: (A) in the case of protection and indemnity insurance, provide for payment to the Shipowner or its order unless the payment is to indemnify the Mortgagee from or reimburse the Mortgagee for any loss, damage or expense incurred by it or unless and until the insurers or associations receive notice from the Mortgagee that an Event of Default shall have occurred and be continuing under this Deed of Covenants, in which event all payments shall be made to the Mortgagee, provided, that the insurer may in all events make payments directly to third parties to whom liability has been established in discharge of guaranties issued by the insurer or claims against the Shipowner or insurer, and (B) in the case of all other insurance, provide for payment in accordance with the terms of Subsection (h) of this Section 2.19.

(g) In addition, the Shipowner will, at its cost and expense, (a) assign to the Mortgagee, and will cause all Internal Charterers to assign to the Mortgagee, by an Assignment of Insurances, all of the Shipowner’s and, as applicable, Internal Charterers’ right, title and interest in and to each policy and contract of insurance (including all entries in protection and indemnity or war risk associations) with respect to the insurance required hereby and furnish, or cause its brokers to furnish, written notice of such assignment to all insurers, underwriters, clubs and associations with respect to such insurance, and (b) cause the insurance brokers and club managers to hold to the order of the Mortgagee the originals of all policies, contracts, binders, insurance slips, cover notes and certificates of entry relating to the Vessel and to deliver certified copies thereof to the Mortgagee and to execute and deliver to the Mortgagee a letter of undertaking in connection with the above mentioned insurances and entries.

(h) The proceeds of any insurances or entries referred to in this Section 2.19 shall be applied as follows:

(i) Until the occurrence and continuance of an Event of Default:

(A) any claim under any such insurance (other than in respect of a Total Loss), whether such claim is under the terms of the relevant loss payable clause payable directly to the Shipowner or not, shall be applied by the Shipowner in making good the loss or damage in respect of which it has been paid or paid to the Shipowner in reimbursement of moneys expended by it for such purpose, except that any loss in excess of $15,000,000 shall be paid to the Mortgagee and held by the Mortgagee, provided that the Mortgagee shall pay out of such insurance proceeds costs and expenses in connection with the Shipowner’s repair of the Vessel so that the Vessel is restored to the condition required by this Deed of Covenants. Such proceeds shall be paid by the Mortgagee in the amounts and to the persons certified from time to time by the Shipowner in one or more Officer’s Certificates delivered to the Mortgagee as properly payable in connection with the repair of the Vessel; and

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(B) any claim in respect of protection and indemnity insurance shall be paid directly to the person, firm or company to which the liability covered by such insurance was incurred or to the Shipowner in reimbursement of moneys expended by it in satisfaction of such liability.

(ii) Upon the occurrence and continuance of an Event of Default, any claim under any such insurance and entry (other than in respect of a Total Loss) shall be paid to the Mortgagee. The Mortgagee agrees to apply any such amount received in accordance with the terms of the Intercreditor Agreement.

(iii) Whether or not an Event of Default shall have occurred, any claim under any such insurance and entry in respect of a Total Loss shall be paid to the Mortgagee. The Mortgagee agrees to deliver such proceeds to the Pari Passu Collateral Agent for application of such proceeds to the Secured Obligations in accordance with the Intercreditor Agreement. Upon the occurrence and continuance of an Event of Default, the Mortgagee shall have the right, but not the obligation, to negotiate any claim in respect of a Total Loss.

(iv) For purposes of this Deed of Covenants, “Total Loss” means any of the following events respecting the Vessel: (a) the actual, constructive, arranged, agreed, or compromised total loss of the Vessel; (b) the loss, theft or destruction of the Vessel or damage thereto to such extent as shall make repair thereof uneconomical or shall render the Vessel permanently unfit for normal use for any reason whatsoever; (c) the requisition for title or other compulsory acquisition or forfeiture of the Vessel otherwise than by requisition for hire; or (d) the capture, condemnation, seizure, arrest, detention or confiscation of the Vessel by any Governmental Authority or by Persons acting or purporting to act on behalf of any Governmental Authority unless such Vessel be released from such capture, seizure, arrest, detention or confiscation within one (1) month after the occurrence thereof.

Any loss covered by this paragraph (h) which is paid to the Mortgagee but which might have been paid, in accordance with the provisions of this Subsection, directly to the Shipowner or others, shall be paid by the Mortgagee to or as directed by the Shipowner. The Mortgagee agrees that all payments to the Mortgagee of losses covered by this Subsection shall be applied by the Mortgagee in accordance with the terms of the Intercreditor Agreement, as applicable.

(i) In the event that any claim or Lien is asserted against the Vessel for loss, damage or expense which is covered by insurance required hereunder (other than in the event of a Total Loss of the Vessel), and it is necessary for the Shipowner to obtain a bond or supply other security to prevent arrest of the Vessel or to release the Vessel from arrest on account of such claim or Lien, the Mortgagee, on request of the Shipowner or its agent, shall, so long as no Event of Default shall have occurred and be continuing, assign to any person, firm or corporation executing a surety or guaranty bond or other agreement to save or release the Vessel from such arrest, all right, title and interest of the Mortgagee in and to said insurance (excluding any protection and indemnity insurance under which the Mortgagee is a named insured) covering said loss, damage or expense, as collateral security to indemnify against liability under said bond or other agreement, which assignment shall be made in such form as the Shipowner shall instruct the Mortgagee.

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(j) The Shipowner will cause each insurance company, underwriter, club or fund (or an authorized agent thereof) with respect to all insurance required hereby to agree in writing for the benefit of the Mortgagee that each policy or contract issued by such insurance company, underwriter, club or fund shall not lapse, expire, terminate or be cancelled for any reason whatsoever without at least seven (7) days’ prior facsimile notice to the Mortgagee addressed as provided in Section 4.10.

(k) The Shipowner agrees that it will not do or permit or willingly allow to be done any act by which any insurance or entry required by this Section 2.19 may be suspended, impaired or cancelled, and that it will not permit or allow the Vessel to undertake any voyage, or perform any drilling contract, or run any risk or transport any cargo which may not be permitted by the policies in force, without having previously insured the Vessel by additional coverage to extend to such voyages, risks or cargoes. The Shipowner agrees to give the Mortgagee prompt notice of the proposed location of the Vessel in the Gulf of Mexico, and confirm to the Mortgagee that the insurance coverage meets the requirements of this Deed of Covenants. While the Vessel is located in the Gulf of Mexico, the insurances may contain named windstorm coverage exclusions in the Gulf of Mexico unless the Insurance Advisor advises that such named windstorm coverage is available in the Gulf of Mexico on a commercially reasonable basis and is customary with respect to the operation in the drilling industry of any vessel similar to the Vessel in the Gulf of Mexico.

(l) The Shipowner will not cause or permit the Vessel to operate in or undertake a voyage to or to sail in any area which has been declared a war area by the relevant underwriters and insurance companies and has been included in the list of exclusions from time to time in effect attached to the war risks insurance policies in the form of the war risks trading warranties, without first notifying thereof the Mortgagee and the war risks underwriters of the Vessel and paying any additional insurance premiums required. The Shipowner agrees that it will promptly furnish to the Mortgagee evidence of payment of such additional premiums.

(m) The Shipowner will comply with and satisfy in all material respects all of the provisions of any applicable law, convention, regulation, proclamation or order concerning financial responsibility for liabilities imposed on the Shipowner or the Vessel with respect to pollution by any state or nation or political subdivision thereof and will maintain all certificates or other evidence of financial responsibility as may be required by any such law, convention, regulation, proclamation or order with respect to the trade which the Vessel is from time to time engaged in and the cargo carried by it.

(n) Any insurance placed through a “captive” insurer, or an unrated local insurer through which all or a part of the insurance is required to be placed under the local laws of the jurisdiction in which the Vessel may be located from time to time, or cover reinsured will be in form and substance recommended by the Insurance Advisor in its reasonable discretion and in any event such insurance will:

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(i) be on the same terms as the original insurances and will include the provisions of this Section 2.19 (including but not limited to an assignment of such insurances or reinsurances to the Mortgagee as set forth in Section 2.19(g) of this Mortgage);

(ii) provide that notwithstanding any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured that the reinsurers’ liability will be to make such payments as would have fallen due under the relevant policy of reinsurance if the reinsured had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policies in respect of which the then relevant policy of reinsurance has been effected; and

(iii) contain a “cut-through” clause in the following form (or a form otherwise recommended by the Insurance Advisor in its reasonable discretion):

“It is hereby declared and agreed that if [•], a [•] (“[•]”), as Insurer (or any successor to [•] as insurer) under the insurance policy (the “Policy”) between [•], as Insurer, and [•] and Wells Fargo Bank, National Association, as Mortgagee, as Assured, fails for any reason to pay in full all or any portion of any losses payable in respect of the insured vessel (the “Vessel”) under the Policy, or in any event upon written notice by the said Assureds of an Event of Default under the Deed of Covenants, then all such losses (or such portion thereof) shall be paid directly by the reinsurers (collectively, the “Reinsurers”) identified from time to time under any and all reinsurance agreements (the “Reinsurance Agreements”) providing for reinsurance under the Policy with respect to the Vessel to such Assureds, as the respective interests of the Assureds may appear under the Policy, but only for the proportions subscribed by the Reinsurers and provided that the Reinsurers have not already made payment in full for their proportion in accordance with the terms of the Reinsurance Agreements and the Policy.”

(o) At all times during which the Vessel is operating within the jurisdiction of the United States of America, the Shipowner shall maintain with respect to the Vessel:

(i) insurance or post bonds or maintain approved evidence of financial responsibility (including, without limitation, qualification as a “qualified self-insurer” by the United States Coast Guard) with respect to the Vessel to cover the actual cost of removal of discharged oil for which the Shipowner or the Mortgagee may be held strictly liable (or held liable due to negligence of the Shipowner or any other Person) under the Clean Water Act of 1977, as amended, the Oil Pollution Act 1990 (33 U.S.C. § 2701 et seq.), as amended, or the Outer Continental Shelf Lands Act, as amended, or under any other Legal Requirement, including, without limitation, any Environmental Law, of any Governmental Authority that, now or in the future, may apply to the Shipowner or the Mortgagee, the Vessel or its operations; and

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(ii) such worker’s compensation or longshoremen’s and harbor workers’ insurance as shall be required by applicable law, including endorsements for foreign and outer continental shelf operations, borrowed servant, voluntary compensation and in rem claims.

SECTION 2.20 The Shipowner hereby irrevocably and unconditionally grants to the Mortgagee a power of attorney permitting the Mortgagee and representatives thereof to examine the class records of the Vessel at any time, and, without cost or expense to the Mortgagee, the Shipowner will irrevocably and unconditionally instruct and authorize the Classification Society of the Vessel as follows, and use its commercially reasonable efforts to obtain from the Classification Society a written undertaking to the Mortgagee:

(a) to send to the Mortgagee, following receipt of a written request from the Mortgagee at the direction of the Controlling Party (as defined in the Intercreditor Agreement), certified true copies of all original class records held by the Classification Society relating to the Vessel;

(b) to allow the Mortgagee (or its agents), at any time and from time to time if an Event of Default (in the sole opinion of the Mortgagee) has occurred and is continuing, to inspect the original class and related records of the Shipowner and the Vessel at the offices of the Classification Society and to take copies of them; and

(c) following receipt of a written request from the Mortgagee sent at the direction of the Controlling Party (as defined in the Intercreditor Agreement):

(i) to advise of any facts or matters which may result in or have resulted in a change, suspension, discontinuance, withdrawal or expiry of the Vessel’s class under the rules or terms and conditions of the Classification Society;

(ii) to confirm that the Shipowner is not in default of any of its contractual obligations or liabilities to the Classification Society and, without limiting the foregoing, that it has paid in full all fees or other charges due and payable to the Classification Society;

(iii) if the Shipowner is in default of any of its contractual obligations or liabilities to the Classification Society, to specify to the Mortgagee in reasonable detail the facts and circumstances of such default, the consequences thereof, and any remedy period agreed or allowed by the Classification Society; and

(iv) to notify the Mortgagee immediately in writing if the Classification Society receives notification from the Shipowner or any other person that the Vessel’s Classification Society is to be changed.

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Notwithstanding the above instructions and undertaking given for the benefit of the Mortgagee, the Shipowner shall continue to be responsible to the Classification Society for the performance and discharge of all its obligations and liabilities relating to or arising out of or in connection with the contract it has with the Classification Society, and nothing herein or therein shall be construed as imposing any obligation or liability of the Mortgagee to the Classification Society in respect thereof.

The Shipowner shall further notify the Classification Society that all the foregoing instructions and authorizations shall remain in full force and effect until revoked or modified by written notice to the Classification Society received from the Mortgagee, and that the Shipowner shall reimburse the Classification Society for all its costs and expenses incurred in complying with the foregoing instructions.

SECTION 2.21 The Shipowner covenants that it will at all times comply in all material respects with the International Management Code for the Safe Operation of Ships and for Pollution Prevention adopted by the International Maritime Organization. The Shipowner shall take, or cause to be taken, all reasonable precautions to prevent illegal drugs or drug paraphernalia from being used or kept on board the Vessel and, if applicable, otherwise comply with the Zero Tolerance anti-drug policy of the United States Government.

ARTICLE III

EVENTS OF DEFAULT AND REMEDIES

SECTION 3.1 As used herein, the term “Event of Default” means (a) with respect to the Existing Indenture, an “Event of Default” under, and as defined therein, (b) with respect to the 2012 Indenture, an “Event of Default” under, and as defined therein, (c) with respect to the Term Loan Agreement, an “Event of Default” under, and as defined therein, or (d) with respect to the Credit Loan Agreement, an “Event of Default” under, and as defined therein. If an Event of Default shall have occurred and be continuing, then, in each and every such case the Existing Noteholder Collateral Agent, the New Noteholder Collateral Agent, the Lender Collateral Agent or the Credit Agreement Collateral Agent, as relevant, shall have the right to make such demands and take such actions as are permitted to each of them, respectively, by the Existing Indenture Documents, the 2012 Indenture Documents, the Term Loan Documents or the Credit Agreement Documents, as the case may be. If an Event of Default shall have occurred and be continuing under all of the Existing Indenture, the 2012 Indenture Documents, the Term Loan Agreement and the Credit Agreement, the Mortgagee shall have the right, subject to and in accordance with the terms of the Intercreditor Agreement and Section 4.12 hereof, to:

(a) declare immediately due and payable all of the Secured Obligations (in which case all of the same shall be immediately due)(provided, no such declaration shall be required if an Event of Default shall have occurred under a particular Pari Passu Document that triggers an automatic enforcement of rights under such Pari Passu Document) and bring suit at law, in equity or in admiralty, as it may be advised, to recover judgment for the Secured Obligations and satisfy the same out of the Vessel;

(b) exercise all of the rights and remedies in foreclosure with respect to the Vessel and otherwise given to mortgagees by the provisions of applicable law;

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(c) take and enter into possession of the Vessel, at any time, wherever the same may be, without court decision or other legal process and without being responsible for loss or damage, and the Shipowner or other person in possession forthwith upon demand of the Mortgagee shall surrender to the Mortgagee possession of the Vessel and the Mortgagee may, without being responsible for loss or damage (except to the extent caused by the Mortgagee’s gross negligence or willful misconduct), hold, lay up, lease, charter, operate or otherwise use such Vessel for such time and upon such terms as it may deem to be for its best advantage, and demand, collect and retain all hire, freights, earnings, issues, revenues, income, profits, return premiums, salvage awards or recoveries, recoveries in general average, and all other sums due or to become due in respect of such Vessel or in respect of any insurance thereon from any person whomsoever, accounting only for the net profits, if any, arising from such use of the Vessel and charging upon all receipts from the use of the Vessel or from the sale thereof by court proceedings or pursuant to Section 3.1(e) below, all costs, expenses, charges, damages or losses by reason of such use (including attorney’s fees); provided, that the Mortgagee shall be obligated to provide the Shipowner only with a final accounting; and if at any time the Mortgagee shall avail itself of the right herein given it to take possession of the Vessel, the Mortgagee shall have the right to dock the Vessel for a reasonable time at any dock, pier or other premises of the Shipowner without charge, or to dock them at any other place at the cost and expense of the Shipowner, and the Mortgagee shall have the right to require the Shipowner to deliver, and the Shipowner shall on demand, at its own cost and expense, deliver to the Mortgagee the Vessel as demanded; and the Shipowner hereby irrevocably instructs the master of the Vessel so long as the Mortgage and this Deed of Covenants is outstanding to deliver the Vessel to the Mortgagee as demanded;

(d) inspect and make copies of all original class records held by the Classification Society relating to such Vessel; and/or

(e) without being responsible for loss or damage, other than loss or damage due to its own gross negligence or willful misconduct, sell such Vessel, at any place and at such time as the Mortgagee may specify and in such manner and such place (whether by public or private sale) as the Mortgagee may deem advisable (without necessity of bringing the Vessel to the place designated for such sale), free from any claim by the Shipowner in admiralty, in equity, at law or by statute, after first giving notice of the time and place of any public sale with a general description of the property in the following manner:

(i) by publishing such notice for twenty (20) consecutive days in a daily newspaper of general circulation published in New York City;

(ii) if the place of sale should not be New York City, then also by publication of a similar notice in a daily newspaper, if any, published at the place of sale; and

(iii) by mailing a similar notice to the Shipowner at its last known address on the day of first publication;

and notice of the time and place of any private sale by mailing such notice to the Shipowner at its last known address.

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SECTION 3.2 Any sale of the Vessel or any interest therein made by the Mortgagee after the occurrence and during the continuance of an Event of Default in pursuance of the Mortgage and this Deed of Covenants, whether under the power of sale hereby granted or any judicial proceedings, shall operate to divest all right, title and interest of any nature whatsoever of the Shipowner in and to the Vessel or such interest therein sold, as the case may be, and shall bar any claim from the Shipowner, its successors and assigns, and all persons claiming by, through or under them. No purchaser shall be bound to inquire whether notice has been given, or whether any default has occurred, or as to the propriety of the sale, or as to the application of the proceeds thereof. In the case of any such sale, the Mortgagee shall deliver the proceeds to the Pari Passu Collateral Agent for application of such proceeds to the Secured Obligations in accordance with the terms of the Intercreditor Agreement. At any such sale, the Mortgagee may bid for and purchase such property and upon compliance with the terms of sale may hold, retain and dispose of such property without further accountability therefor.

SECTION 3.3 Subject always to and in accordance with the terms of the Intercreditor Agreement, the Mortgagee is hereby appointed attorney-in-fact of the Shipowner to execute and deliver to any purchaser referred to in Section 3.2, and is hereby vested with full power and authority to make, after the occurrence and during the continuation of an Event of Default, in the name and on behalf of the Shipowner, a good conveyance of the title to the Vessel so sold. In the event of any sale of the Vessel under any power herein contained, the Shipowner will, if and when required by the Mortgagee, execute such form of conveyance of such Vessel and other related documents as the Mortgagee may specify. The powers and authority granted to the Mortgagee herein have been given for a valuable consideration and are hereby declared to be irrevocable.

SECTION 3.4 Subject always to and in accordance with the terms of the Intercreditor Agreement, the Mortgagee is hereby appointed attorney-in-fact of the Shipowner in the name of the Shipowner to, after the occurrence and during the continuation of an Event of Default, demand, collect, receive, compromise and sue for, so far as may be permitted by law, all freights, hire, earnings, issues, revenues, income and profits of the Vessel and all amounts due from underwriters under any insurance thereon as payments of losses or as return premiums or otherwise, salvage awards and recoveries of the Vessel, recoveries in general average or otherwise in respect of the Vessel, and all other sums in respect of the Vessel, due or to become due at the time of the occurrence and during the continuation of any Event of Default, or in respect of any insurance thereon, from any person whomsoever, and to make, give and execute in the name of the Shipowner acquittances, receipts, releases or other discharges for the same, whether under seal or otherwise, and to endorse and accept in the name of the Shipowner all checks, notes, drafts, warrants, agreements and other instruments in writing with respect to the foregoing. The powers and authority granted to the Mortgagee herein have been given for a valuable consideration and are hereby declared to be irrevocable.

SECTION 3.5 Whenever any right to enter and take possession of the Vessel accrues to the Mortgagee, it may require the Shipowner to deliver, and the Shipowner shall on demand, at its own cost and expense, deliver to the Mortgagee such Vessel as demanded, subject always to and in accordance with the terms of the Intercreditor Agreement. If any legal proceedings shall be taken to enforce any right of Mortgagee under the Mortgage or this Deed of Covenants, the Mortgagee shall be entitled as a matter of right to the appointment of a receiver of such Vessel and of the freights, hire, earnings, issues, revenues, income and profits due or to become due and arising from the operation thereof, subject always to and in accordance with the terms of the Intercreditor Agreement.

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SECTION 3.6 At any time after the Secured Obligations shall have become due and payable, the Mortgagee shall be entitled (but not bound) by writing executed as a deed or under the hand of any director or officer of the Mortgagee to appoint any person or persons to be a receiver and/or manager of the Vessel (the “Receiver”) or any part thereof (with power to authorise any joint receiver and/or manager to exercise any power independently of any other joint receiver and/or manager) and may from time to time fix his remuneration, and may remove any Receiver so appointed and appoint another in his place. Any Receiver so appointed shall be the agent of the Shipowner and the Shipowner shall be solely responsible for his acts or defaults and for his remuneration, and such receiver and/or manager so appointed shall have all powers conferred by the Conveyancing and Law of Property Act (Ch. 138) and, in addition, power on behalf of and at the cost of the Shipowner to do or omit to do anything which the Shipowner could do or omit to do in relation to the Vessel any part thereof and in particular (but without prejudice to the generality of the foregoing) any such receiver and/or manager may exercise all the powers and discretions conferred on the Mortgagee by the Mortgage and this Deed of Covenants.

SECTION 3.7 Neither the Mortgagee nor any Receiver shall be liable as mortgagee in possession in respect of the Vessel to account or be liable for any loss upon realisation or for any neglect or default of any nature whatsoever in connection therewith for which a mortgagee in possession may be liable as such.

SECTION 3.8 Upon any sale of the Vessel or any share or interest therein by the Mortgagee, or by any Receiver, the purchaser shall not be bound to see or enquire whether the Mortgagee’s power of sale has arisen in the manner provided in this Deed of Covenants and the sale shall be deemed to be within the power of the Mortgagee (or the Receiver, as the case may be) and the receipt of the Mortgagee (or the Receiver, as the case may be) for the purchase money shall effectively discharge the purchaser who shall not be concerned with the manner of application of the proceeds of sale or be in any way answerable therefor and the sale shall operate to divest the Shipowner of all rights, title and interest of any nature whatsoever in the Vessel and to bar any such interest of the Shipowner and all persons claiming through or under the Shipowner.

SECTION 3.9 Section 19 of the Conveyancing and Law of Property Act or the equivalent provisions of any subsequent amending or consolidating act shall not apply to this Deed of Covenants. The statutory power of sale shall be exercisable at any time after the money owing on this security shall have become payable without regard to Section 22 of the Conveyancing and Law of Property Act which section shall not apply to this security or any sale made by virtue thereof.

SECTION 3.10 Subject always to and in accordance with the terms of the Intercreditor Agreement, the Shipowner authorizes and empowers the Mortgagee or its appointees or any of them to, after the occurrence and during the continuation of an Event of Default, appear in the name of the Shipowner, its successors and assigns, in any court of any

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country or nation of the world where a suit is pending against the Vessel because of or on account of an alleged lien against such Vessel from which such Vessel has not been released and to take such proceedings as to them or any of them may deem necessary towards the defense of such suit and the purchase or discharge of such lien, and all expenditures made or incurred by them or any of them for the purpose of such defense or purchase or discharge shall be a debt due from the Shipowner, its successors and assigns, to the Mortgagee, and shall be secured by the lien of the Mortgage and this Deed of Covenants in like manner and extent as if the amount and description thereof were written herein.

SECTION 3.11 The Shipowner covenants that at any time that any Secured Obligations shall be due and payable (whether by acceleration or otherwise), the same shall be paid in accordance with the Intercreditor Agreement; and in case the Shipowner fails to pay or causes to be paid the same when due in accordance with the Pari Passu Documents, and that failure constitutes an Event of Default, the Mortgagee shall be entitled to recover judgment for the whole amount so due and unpaid, together with such further amounts as shall be provided by the Pari Passu Documents and applicable law. All moneys collected by the Mortgagee under this Section 3.11 shall be delivered to the Pari Passu Collateral Agent and applied by the Pari Passu Collateral Agent in accordance with the terms of the Intercreditor Agreement.

SECTION 3.12 Each and every power and remedy herein given to the Mortgagee shall be cumulative and shall be in addition to every other power and remedy herein given or now or hereafter existing at law, in equity, in admiralty, by statute or under any Pari Passu Document or other agreement, and each and every power and remedy whether herein given or otherwise existing may be exercised from time to time and as often and in such order as may be deemed expedient by the Mortgagee, and the exercise or the beginning of the exercise of any power or remedy by the Mortgagee shall not be construed to be a waiver of the right to exercise at the same time or thereafter any other power or remedy. No delay or omission by the Mortgagee in the exercise of any right or power or in the pursuance of any remedy accruing upon the occurrence and during the continuance of any Event of Default shall impair any such right, power or remedy or be construed to be a waiver of any such right, power or remedy; nor shall the acceptance by the Mortgagee of any security or of any payment of or on account of the Secured Obligations be construed to be a waiver of any right that the Mortgagee may have hereunder after the occurrence and during the continuance of such Event of Default or any other Event of Default, including any subsequent Event of Default of the same or a different nature.

SECTION 3.13 Subject always to and in accordance with the terms of the Intercreditor Agreement, if at any time prior to any sale of or consummation of foreclosure proceedings on the Vessel by the Mortgagee after the occurrence and during the continuance of an Event of Default in accordance herewith, the Shipowner offers to cure such Event of Default and to pay all expenses, advances, fees and damages to the Mortgagee arising from such Events of Default to the extent provided for in the Existing Indenture, the 2012 Indenture, the Credit Agreement or the Term Loan Agreement, respectively, or the other Pari Passu Documents, including all costs and expenses incurred by the Mortgagee upon the exercise by the Mortgagee of its rights hereunder as a result of such Event of Default, then the Mortgagee may, but shall be under no obligation to, accept such offer, cure and payment and restore the Shipowner to its former position, but such action shall not affect any rights which the Mortgagee may have hereunder after the occurrence and during the continuance of any subsequent Event of Default or impair any rights consequent thereon.

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SECTION 3.14 In case the Mortgagee shall have proceeded to enforce any right, power or remedy under the Mortgage or this Deed of Covenants by foreclosure, entry or otherwise, and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Mortgagee, then and in every such case the Shipowner and the Mortgagee shall be restored to their former positions and rights hereunder with respect to the property subject or intended to be subject to the Mortgage or this Deed of Covenants, and all rights, remedies and powers of the Mortgagee shall continue as if no such proceedings had been taken.

SECTION 3.15 Unless otherwise specified herein or in the other Pari Passu Documents, any cash proceeds received by the Mortgagee from the sale of, collection of, or other realization upon any part of the Vessel or related collateral or any other amounts received by the Mortgagee hereunder, including the net earnings of any charter operation or other use of the Vessel by the Mortgagee under any of the powers specified in Article I and/or Article II, may be, at the reasonable discretion of the Mortgagee, subject always to and in accordance with the terms of the Intercreditor Agreement (a) held by the Mortgagee in one or more cash collateral accounts as cash collateral for the Secured Obligations under the terms of the Pari Passu Documents or (b) delivered to the Pari Passu Collateral Agent for application to the Secured Obligations. Amounts applied to the Secured Obligations shall be applied to the payment of the Secured Obligations in the order set forth in and in accordance with the terms of the Intercreditor Agreement. Any surplus cash collateral or cash proceeds held by the Mortgagee after payment in full of the Secured Obligations shall be paid over to the Shipowner or to whomever may be lawfully entitled to receive such surplus.

SECTION 3.16 Unless and until one or more Events of Default shall occur and be continuing, the Shipowner (a) shall be suffered and permitted to retain actual possession and use of the Vessel and (b) shall have the right, from time to time, in its discretion, and without application to the Mortgagee, and without obtaining a release thereof by the Mortgagee, to dispose of, free from the lien hereof, any boilers, engines, generators, drilling machinery and equipment, pumps and pumping equipment, machinery, masts, spars, sails, rigging, boats, anchors, cables, chains, tackle, outfit, apparel, furniture, fittings, equipment, spares, fuel, stores or any other appurtenances of the Vessel, provided such item of property is replaced and such Vessel is maintained in the condition required herein and in the Pari Passu Documents, and such replacement item, if any, shall forthwith become subject to the lien of the Mortgage and this Deed of Covenants as a first priority statutory mortgage thereon.

SECTION 3.17 Notwithstanding anything to the contrary in this Deed of Covenants, the amount of any Secured Obligations that are secured by the Shipowner’s rights in the Vessel or any related collateral or subject to a Lien in favor of the Mortgagee hereunder or under any other Pari Passu Document shall be limited to the extent, if any, required so that the Liens granted under the Mortgage or this Deed of Covenants shall not be subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provision of any other applicable Law or to being set aside or annulled under any applicable Law relating to fraud on creditors. In determining the limitations, if any, on the amount of any Secured

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Obligations that are subject to the Lien on the Vessel and related collateral hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation or contribution which such Shipowner may have under the Pari Passu Documents, any other agreement or applicable Law shall be taken into account.

ARTICLE IV

SUNDRY PROVISIONS

SECTION 4.1 All of the covenants, promises, stipulations and agreements of the Shipowner in this Deed of Covenants contained shall bind the Shipowner and its successors and permitted assigns and shall be binding on and inure to the benefit of the Mortgagee and its successors and permitted assigns. In the event of any assignment of the Mortgage or this Deed of Covenants by the Mortgagee in accordance with the applicable provisions of any Pari Passu Collateral Document, the term “Mortgagee” as used in this Deed of Covenants shall be deemed to mean any such successor or permitted assignee.

SECTION 4.2 Wherever and whenever herein any right, power or authority is granted or given to the Mortgagee, such right, power or authority may be exercised in all cases by the Mortgagee or such agent or agents as it may appoint, and the act or acts of such agent or agents when taken shall constitute the act of the Mortgagee hereunder.

SECTION 4.3 (a) In the event that any provision of this Deed of Covenants shall be deemed invalid or unenforceable by reason of any present or future law or any decision of any court of competent jurisdiction, the validity and enforceability of any other provision hereof shall not be affected thereby. Any such invalidity or unenforceability of any provision of this Deed of Covenants in any jurisdiction or nation shall not render such provision invalid or unenforceable under the laws of any other jurisdiction or nation.

(b) In the event that this Deed of Covenants or any of the documents or instruments which may from time to time be delivered hereunder or any provision hereof shall be deemed invalidated by present or future law of any nation or by decision of any court of competent jurisdiction, this shall not affect the validity and/or enforceability of all or any other parts of this Deed of Covenants, or such documents or instruments and, in any such case, the Shipowner covenants and agrees that, on demand, it will execute and deliver such other and further agreements and/or documents and/or instruments and do such things as the Mortgagee in its sole reasonable discretion may deem to be necessary to carry out the true intent of this Deed of Covenants.

(c) Anything herein to the contrary notwithstanding, it is intended that nothing herein shall waive the preferred status of the Mortgage or this Deed of Covenants and that, if any provision of the Mortgage or this Deed of Covenants or portion thereof shall be construed to waive the preferred status of the Mortgage or this Deed of Covenants, then such provision to such extent shall be void and of no effect and shall cease to be a part of the Mortgage or this Deed of Covenants, without affecting the remaining provisions, which shall remain in full force and effect.

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SECTION 4.4 This Deed of Covenants shall be governed by, and construed in accordance with, the laws of The Commonwealth of the Bahamas.

SECTION 4.5 THE SHIPOWNER AND THE MORTGAGEE HEREBY EXPRESSLY AND IRREVOCABLY (I) SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN ANY SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY; AND (II) WAIVES (A) ITS RIGHT TO A TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE INITIAL PURCHASERS AND FOR ANY COUNTERCLAIM RELATED TO ANY OF THE FOREGOING AND (B) ANY OBLIGATION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

SECTION 4.6 The term “Dollars” or the symbol “$” as used herein shall mean Dollars in any coin or currency of the United States of America which at the time of payment shall be legal tender for public and private debts.

SECTION 4.7 Enforcement Expenses; Indemnification.

(a) Costs and Expenses. Shipowner shall pay all out-of-pocket expenses incurred by the Mortgagee or any Secured Parties (including the fees, charges and disbursements of any counsel for the Mortgagee), and shall pay all fees and time charges for attorneys who may be employees of the Mortgagee or any of the Secured Parties, in connection with the enforcement or protection of its rights in connection with the Existing Indenture, the 2012 Indenture, the Term Loan Agreement, the Credit Agreement, the Mortgage, this Deed of Covenants, and the other Pari Passu Documents, including its rights under this Section, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Credit Facilities, the Existing Notes, and the 2019 Notes and any other Pari Passu Documents.

(b) INDEMNIFICATION BY SHIPOWNER. SHIPOWNER SHALL INDEMNIFY THE MORTGAGEE (AND ANY SUB-AGENT THEREOF), EACH INDEMNIFIED PARTY, EACH HOLDER AND EACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (EACH SUCH PERSON BEING CALLED AN “INDEMNITEE”) AGAINST, AND DEFEND AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, CLAIMS, DEMANDS, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES, OR DISBURSEMENTS (INCLUDING ALL FEES, EXPENSES AND DISBURSEMENTS OF ANY LAW FIRM OR OTHER EXTERNAL COUNSEL AND, WITHOUT DUPLICATION, THE ALLOCATED COST OF INTERNAL LEGAL SERVICES AND ALL EXPENSES AND DISBURSEMENTS OF INTERNAL COUNSEL) OF ANY KIND OR NATURE WHATSOEVER WHICH MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST ANY INDEMNITEE IN ANY WAY RELATING TO OR ARISING OUT OF OR IN CONNECTION WITH (A) THE

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EXECUTION, DELIVERY, ENFORCEMENT, PERFORMANCE, OR ADMINISTRATION OF THE MORTGAGE OR THIS DEED OF COVENANTS OR ANY OTHER AGREEMENT, LETTER OR INSTRUMENT DELIVERED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, (B) ANY ACTION TAKEN OR OMITTED BY THE MORTGAGEE UNDER THE MORTGAGE OR THIS DEED OF COVENANTS OR ANY OTHER PARI PASSU DOCUMENT (INCLUDING SUCH MORTGAGEE’S OWN NEGLIGENCE), OR (C) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY (INCLUDING ANY INVESTIGATION OF, PREPARATION FOR, OR DEFENSE OF ANY PENDING OR THREATENED CLAIM, INVESTIGATION, LITIGATION OR PROCEEDING) AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO (ALL THE FOREGOING, COLLECTIVELY, THE “INDEMNIFIED LIABILITIES”); PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, CLAIMS, DEMANDS, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SHIPOWNER SHALL NOT ASSERT, AND HEREBY WAIVES, ANY CLAIM AGAINST ANY INDEMNITEE, ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL DAMAGES) ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF, THE MORTGAGE OR THIS DEED OF COVENANTS, ANY PARI PASSU DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY. NO INDEMNITEE SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY UNINTENDED RECIPIENTS OF ANY INFORMATION OR OTHER MATERIALS DISTRIBUTED BY IT THROUGH TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THE MORTGAGE OR THIS DEED OF COVENANTS, THE OTHER PARI PASSU DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(c) All amounts due under this Section 4.7 shall be Secured Obligations and shall be payable within 10 Business Days after demand therefor. The agreements in this Section shall survive the resignation of the Mortgagee and the repayment, satisfaction or discharge of all the other Secured Obligations.

SECTION 4.8 Notices shall be delivered in accordance with the applicable provisions of the Pari Passu Documents, and shall be effective as provided therein. Each of the Shipowner and Mortgagee may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other party hereto.

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SECTION 4.9 None of the terms or provisions of this Deed of Covenants may be waived, amended, supplemented or otherwise modified except in accordance with the applicable provisions of the Pari Passu Documents.

SECTION 4.10 In the event of a direct conflict between this Deed of Covenants and the Intercreditor Agreement, the Intercreditor Agreement shall control; provided, however, the parties understand and agree that this Deed of Covenants sets forth additional covenants, obligations and rights and the parties will use all reasonable efforts to construe the provisions and covenants in this Deed of Covenants as not being in direct conflict with the Intercreditor Agreement.

SECTION 4.11 NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN TO THE CONTRARY, IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF (A) THE MORTGAGE,(B) THIS DEED OF COVENANTS AND (C) ANY OF THE EXISTING INDENTURE, THE 2012 INDENTURE, THE TERM LOAN AGREEMENT, OR THE CREDIT AGREEMENT, THE PROVISIONS OF THE EXISTING INDENTURE, THE 2012 INDENTURE, THE TERM LOAN AGREEMENT, OR THE CREDIT AGREEMENT AS APPLICABLE, SHALL CONTROL WITH RESPECT THERETO (BUT SHALL NOT CONTROL AS SUCH PROVISION MAY APPLY TO ANY OTHER SUCH INDENTURE OR AGREEMENT), UNLESS THE PROVISIONS OF SUCH INCONSISTENT INDENTURE OR AGREEMENT ARE INCONSISTENT WITH THE INTERCREDITOR AGREEMENT, IN WHICH CASE, THE INTERCREDITOR AGREEMENT SHALL CONTROL.

SECTION 4.12 Notwithstanding anything herein to the contrary, (i) the occurrence of an Event of Default with respect to any one Debt Agreement (as hereinafter defined) shall not be deemed to constitute an Event of Default under any other Debt Agreement except to the extent so expressly stated in such other Debt Agreement and (ii) upon the occurrence of an Event of Default under any one Debt Agreement, the rights and remedies granted hereunder shall be subject to the Intercreditor Agreement. For purposes of this paragraph, “Debt Agreement” means the Existing Indenture, the 2012 Indenture, the Term Loan Agreement or the Credit Agreement.

SECTION 4.13 The Mortgagee shall be entitled to the rights and protections afforded to the trustee and note collateral agent pursuant to the terms of the Existing Indenture and 2012 Indenture.

[The rest of this page has been left intentionally blank.]

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IN WITNESS whereof the parties have duly executed this Deed of Covenants the day and year first above written.

SIGNED and DELIVERED as a DEED )

for and on behalf of                                     )

[                                     ]

By:

Name:

Title:

In the presence of:
Witness:	:
Name:
Occupation:

SIGNED and DELIVERED as a DEED

for and on behalf of

WELLS FARGO BANK,

NATIONAL ASSOCIATION

By:

Name:

Title:

In the presence of:

Witness:

Name:

Occupation:

EXHIBIT A

TO

DEED OF COVENANTS

Form of the Existing Indenture, together with Exhibit A thereto (Form of Note) and

Exhibit E thereto (Form of Note Guarantee), but without other annexes,

schedules or exhibits, together with the forms of any supplements thereto.

See attached.

Exhibit A to Deed of Covenants - [    ]

EXHIBIT B

TO

DEED OF COVENANTS

Form of the 2012 Indenture, together with Exhibit A thereto (Form of Note) and Exhibit E

thereto (Form of Note Guarantee), but without other annexes, schedules or exhibits

See attached

Exhibit B to Deed of Covenants - [    ]

EXHIBIT C

TO

DEED OF COVENANTS

[Form of the Term Loan Agreement, together with form of Note but without other annexes,

schedules or exhibits]

See attached.

Exhibit C to Deed of Covenants - [    ]

EXHIBIT D

TO

DEED OF COVENANTS

[Form of Credit Agreement, without annexes, schedules or exhibits]

See attached.

Exhibit D to Deed of Covenants - [    ]

EXHIBIT E

TO

DEED OF COVENANTS

Form of Intercreditor Agreement.

See attached.

Exhibit E to Deed of Covenants - [    ]

EXHIBIT F

TO

DEED OF COVENANTS

Form of Assignment of Earnings.

See attached.

Exhibit F to Deed of Covenants - [    ]

SCHEDULE I

TO

DEED OF COVENANTS

DESCRIPTION OF THE VESSEL

[VESSEL]

Official Number	Radio Call Letters	Length		Width		Depth		Gross Tonnage		Net Tonnage
[ ]	[ ]		[ ] meters		[ ] meters		[ ] meters		[ ] tons		[ ] tons

Schedule I to Deed of Covenants - [    ]

EXHIBIT G-3

FORM OF SHIP MORTGAGE AMENDMENT - PANAMA

G-3-1

EXHIBIT G-3

AMENDMENT NO. 1 TO FIRST NAVAL MORTGAGE

By

[Shipowner]

as

Shipowner

and

WELLS FARGO BANK, NATIONAL ASSOCIATION

as

Pari Passu Collateral Agent and Mortgagee

Dated [            ]

Panamanian Vessel

[Vessel]

This AMENDMENT NO. 1, dated the [            ] (this “Amendment”), to FIRST NAVAL MORTGAGE, dated October 25, 2012 (the “Original Mortgage”), by [Shipowner, description of Shipowner] (the “Shipowner”) with an address at: 777 Post Oak Boulevard, Suite 610, Houston, Texas 77056, and WELLS FARGO BANK, NATIONAL ASSOCIATION, with an address at: 750 N. St. Paul Place, Suite 1750, MAC T9263-170, Dallas, Texas, 75201, as (i) Noteholder Collateral Agent pursuant to the terms of the 2013 Indenture (defined below) (in such capacity, the “2013 Indenture Collateral Agent”), (ii) the Noteholder Collateral Agent pursuant to the terms of the 2012 Indenture (in such capacity, the “2012 Noteholder Collateral Agent”), (iii) Collateral Agent under the Term Loan Agreement (in such capacity, the “Lender Collateral Agent”), (iv) Collateral Agent under the Second Term Loan Agreement (defined below) (in such capacity, the “Second Term Loan Collateral Agent”) and (v) as Collateral Agent pursuant to the terms of the Credit Agreement (defined below) (in such capacity, the “Credit Agreement Collateral Agent”, and together with the 2013 Indenture Collateral Agent, the 2012 Noteholder Collateral Agent, the Lender Collateral Agent, and the Second Term Loan Collateral Agent, the “Pari Passu Collateral Agent”, and together with its successors and assigns as such collateral agent under each of the 2013 Indenture, the 2012 Indenture, the Term Loan Agreement, the Second Term Loan Agreement and the Credit Agreement, the “Mortgagee”).

The Original Mortgage as amended by this Amendment is called the “Mortgage.”

RECITALS:

A. The Shipowner is the sole owner of the whole of the Panamanian flag vessel (the “Vessel”) “[Vessel]” with Permanent Patent Number 34899-09, which is duly documented in the name of the Shipowner under the laws and flag of the Republic of Panama, which vessel is further described on Schedule I attached hereto and made a part hereof.

B. The Original Mortgage was created on the Vessel in favor of the Mortgagee (as defined in the Original Mortgage) by the Shipowner and preliminarily recorded in the Microfilm (Mercantile) Section of the Public Registry Office of the Republic of Panama, at Card No. [            ], Document No. [            ], on [            ]and permanently recorded on [            ] at Card No. [            ], Document No. [            ].

C. The Original Mortgage secures, inter alia, the Shipowner’s obligations under, and the Shipowner’s guarantees of the Issuer’s obligations under, the following documents (in each case, as defined in the Original Mortgage):

(i) the 2012 Indenture;

(ii) the Term Loan Agreement;

(iii) the Credit Agreement; and

(iv) the Existing Indenture.

D. The Original Mortgage is being amended to secure the 2013 Note Obligations, the Second Term Loan Obligations and the increase in the amount of the Credit Agreement Obligations described in whereas clause 6 below, and to no longer secure the Existing Note Obligations (as each such term is defined in the Mortgage, as amended hereby).

E. The Shipowner is party to, and has executed and delivered a guarantee (the “2013 Note Guarantee”) of the obligations of the Issuer under the 2013 Indenture, pursuant to which the Issuer has issued to the Initial Purchasers (as defined in the 2013 Indenture) notes in US$775,000,000 aggregate principal amount bearing interest at the rate of 7.125% and due 2023. The form of the 2013 Indenture is annexed hereto as Exhibit A and made a part hereof, and the form of the 2013 Note Guarantee is annexed to the 2013 Indenture as Exhibit E thereto.

F. The Shipowner is party to, and has executed and delivered a guarantee (the “Second Term Loan Guarantee”) respecting the obligations of the Issuer and Vantage Delaware Holdings, LLC (“VDH”) under, the Second Term Loan Agreement pursuant to which the lenders thereunder have advanced to the Issuer and VDH a term loan in the aggregate principal amount of Three Hundred Fifty Million United States Dollars (US$350,000,000). The form of the Second Term Loan Agreement (which includes the Second Term Loan Guarantee) is annexed hereto as Exhibit B and made a part hereof.

G. The Shipowner is a party to, and has executed and delivered a guarantee (the “Original Credit Agreement Guarantee”) respecting the obligations of the Issuer and the Parent under, a Credit Agreement dated as of June 21, 2012 (the “Original Credit Agreement”) among the Issuer and the Parent, as borrowers, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Royal Bank of Canada, as collateral agent, pursuant to which the lenders from time to time party thereto made a commitment to provide advances to the borrowers thereunder in an aggregate original principal amount of up to Twenty-Five Million United States Dollars (US$25,000,000). The form of the Original Credit Agreement was annexed to the Original Mortgage as Exhibit D thereto. The Original Credit Agreement has been amended and restated as of the date hereof in accordance with the terms of the Credit Agreement (as defined below), inter alia, to increase the amount of the commitments available to the borrowers up to the aggregate principal amount of Two Hundred Million United States Dollars (US$200,000,000). The Shipowner has executed and delivered a guarantee (the “Credit Agreement Guarantee”) respecting the obligations of the borrowers under the Credit Agreement. The form of the Credit Agreement (which includes the Credit Agreement Guarantee) is annexed hereto as Exhibit C and made a part hereof.

H. The Issuer has designated the 2013 Note Obligations and the Second Term Loan Obligations as “Other Pari Passu Obligations” for purposes of the Intercreditor Agreement and certain other documents, including the Original Mortgage.

I. Consequently, the Original Mortgage as amended by this Amendment secures the Shipowner’s guarantees under the 2013 Note Guarantee, the Second Term Loan Guarantee, the Credit Agreement Guarantee, the 2012 Note Guarantee (as defined in the Original Mortgage) and the Loan Guarantee (as defined in the Original Mortgage).

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J. The Shipowner will receive substantial direct and indirect benefits through the extension of the loans and the issuance of notes, as applicable, under the 2013 Indenture, the Second Term Loan Agreement and the Credit Agreement, and in consideration of such benefits and other good and valuable consideration and to secure its obligations under the 2013 Note Guarantee, the 2013 Loan Guarantee, the Credit Agreement Guarantee, the 2012 Note Guarantee (as defined in the Original Mortgage), and the Loan Guarantee (as defined in the Original Mortgage), the receipt and sufficiency of which are hereby acknowledged, the Shipowner has executed this Amendment.

K. In accordance with the terms of the Intercreditor Agreement, the parties thereto have, inter alia, agreed to certain matters relating to the Original Mortgage (as amended by this Amendment), the 2012 Indenture, the Term Loan Agreement, the 2013 Indenture, the Second Term Loan Agreement and the Credit Agreement. The form of the Intercreditor Agreement is annexed to the Original Mortgage as Exhibit F thereto and made a part thereof.

L. The Original Mortgage as amended by this Amendment secures the Secured Obligations, as such term is amended by virtue of the amended definition of “Pari Passu Obligations” as set forth in Section 2 of this Amendment.

M. The 2013 Notes bear interest at the rate of 7.125% per annum; the 2012 Notes bear interest at the rate of 7.50% per annum; the amounts due under the Term Loan Agreement bear interest at the rate set forth in Section 2.08 of the Term Loan Agreement; the amounts due under the Second Term Loan Agreement bear interest at the rate set forth in Section 2.08 of the Second Term Loan Agreement; and the amounts due under the Credit Agreement bear interest at the rate set forth in Section 2.05 of the Credit Agreement.

N. The parties to this Amendment agree that the total amount of the Original Mortgage, as amended by this Amendment, is the aggregate of (i) the 2012 Notes in the original outstanding principal amount of One Billion One Hundred Fifty Million United States Dollars (US$1,150,000,000); (ii) the amount due under the Term Loan Agreement in the original outstanding principal amount of Five Hundred Million United States Dollars ($500,000,000); (iii) amounts due under the Credit Agreement in the aggregate maximum principal amount of up to Two Hundred Million United States Dollars (US$200,000,000); (iv) the 2013 Notes in the original outstanding principal amount of Seven Hundred Seventy Five Million United States Dollars (US$775,000,000); and (v) the amount due under the Second Term Loan Agreement in the original outstanding principal amount of Three Hundred Fifty Million United States Dollars (US$350,000,000). The aggregate of the amounts in items (i) - (v) is Two Billion Nine Hundred Seventy Five Million United States Dollars (US$2,975,000,000) and such aggregate amount is the amended total principal amount of the Mortgage.

NOW, THEREFORE, to secure the prompt payment of the Secured Obligations and the performance and observance of all agreements, covenants and provisions of the Shipowner contained in the 2013 Note Guarantee, the 2012 Note Guarantee, the Loan Guarantee, the Second Loan Guarantee and the Credit Agreement Guarantee, the other Pari Passu Documents (as such term is amended by this Amendment), and this Mortgage, the Shipowner has mortgaged and by these presents does hereby execute and constitute an Amendment No. 1 to First Naval Mortgage in accordance with the provisions of Chapters V and VI, Title IV of Law No. 55 of August 6, 2008 of the Republic of Panama and the pertinent provisions of the Civil Code and other laws of the Republic of Panama upon the whole of the Vessel to the Mortgagee, together with all of the boilers, engines, generators, drilling machinery and equipment, pumps and

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pumping equipment, machinery, masts, spars, sails, boats, anchors, cables, chains, rigging, tackle, outfit, apparel, furniture, fittings, equipment, spares, fuel, stores and all other appurtenances thereunto appertaining or belonging, and also any and all additions, improvements and replacements hereafter made in or to such Vessel, or any part thereof, or in or to her equipment and appurtenances aforesaid;

TO HAVE AND TO HOLD all and singular the Vessel unto the Mortgagee and its successors and permitted assigns, to its and its successors’ and permitted assigns’ own use, benefit and behoof forever, subject to the rights of the Shipowner therein as provided in the Mortgage;

IT IS HEREBY COVENANTED, DECLARED AND AGREED that the Vessel is to be held subject to the further covenants, conditions, provisions, terms and uses set forth in the Mortgage.

1. All capitalized terms used herein but not otherwise defined shall have the meaning specified in the Original Mortgage (as amended by this Amendment) or, if such capitalized term is not defined in the Original Mortgage (as amended by this Amendment), then as such term is defined in, or by reference in, the Intercreditor Agreement.

2. The Original Mortgage is hereby amended as follows:

(a) Section 1.2 shall be amended by deleting the following definitions in their entirety, and all such defined terms as used throughout the Mortgage shall be deemed to be deleted:

(i) “Existing Indenture”

(ii) “Existing Indenture Collateral Agreements”

(iii) “Existing Indenture Documents”

(iv) “Existing Indenture Indemnified Parties”

(v) “Existing Indenture Secured Parties”

(vi) “Existing Note Obligations”.

(b) Section 1.2 shall be amended by adding the following definitions:

(i) “2013 Indenture” means that certain Indenture dated as of March 28, 2013, among the Issuer, the guarantors from time to time party thereto, and Wells Fargo Bank, National Association, as trustee and noteholder collateral agent, and any and all successors thereto in either such capacity, as the same has been and may be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.

(ii) “2013 Indenture Collateral Agreements” means the 2013 Note Guarantee and any agreement, document or instrument pursuant to which a Lien is granted to secure any 2013 Note Obligations or under which rights or remedies with respect to any such Lien are governed, as the same may be amended, restated, modified, renewed, refunded, replaced, or refinanced from time to time as permitted by the Pari Passu Documents.

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(iii) “2013 Indenture Documents” means the 2013 Indenture, the 2013 Notes, the applicable Purchase Agreements, the 2013 Indenture Collateral Agreements, and any agreement, instrument or other document evidencing or governing any 2013 Note Obligations.

(iv) “2013 Indenture Indemnified Parties” shall mean the Initial Purchasers (as defined in the 2013 Indenture), the 2013 Noteholder Collateral Agent, and each Noteholder (as defined in the 2013 Indenture).

(v) “2013 Indenture Secured Parties” means the 2013 Noteholder Collateral Agent and the Noteholders (as defined in the 2013 Indenture).

(vi) “2013 Note Obligations” means all obligations under the 2013 Indenture of the Issuer, the Parent and the other Guarantors (as defined in the 2013 Indenture) under the 2013 Indenture Documents and the other “obligations” under, and as defined in, the 2013 Indenture, including, but not limited to, all indebtedness evidenced by any and all Notes (as defined in the 2013 Indenture) now or hereafter issued thereunder, including any series of Notes that may hereafter from time to time be issued as permitted under the 2013 Indenture.

(vii) “2013 Notes” means the senior secured first lien notes due 2023 in the original aggregate principal amount of Seven Hundred Seventy Five Million United States Dollars (US$775,000,000) to the Initial Purchasers (as defined in the 2013 Indenture).

(viii) “Second Term Loan Agreement” means that certain Second Term Loan Agreement dated as of on or about the date hereof, among the Issuer, as co-borrower, the US Borrower (as defined therein), the guarantors from time to time party thereto, the lenders from time to time party thereto, Citibank, N.A., as administrative agent, and Wells Fargo Bank, National Association, as collateral agent, as the same has been and may hereafter be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time as permitted by the Pari Passu Documents.

(ix) “Second Term Loan Collateral Agreements” means any agreement, document or instrument pursuant to which a guarantee is given or a Lien is granted to secure any Second Term Loan Obligations or under which rights or remedies with respect to any such Lien are governed, as the same may be amended, restated, modified, renewed, refunded, replaced or refinanced from time to time as permitted by the Pari Passu Documents.

(x) “Second Term Loan Documents” means the Second Term Loan Agreement, the Second Term Loan Collateral Agreements and any agreement, instrument or other document evidencing or governing any Second Term Loan Obligations.

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(xi) “Second Term Loan Indemnified Parties” shall mean each of the Lenders (as defined in the Second Term Loan Agreement) and the Second Term Loan Collateral Agent.

(xii) “Second Term Loan Obligations” means the “Obligations” (as defined in the Second Term Loan Agreement) of the Issuer, the US Borrower (as defined in the Second Term Loan Agreement) and the guarantors from time to time party to the Second Term Loan Agreement and any other related document or instrument executed and delivered pursuant thereto, in each case incurred pursuant to the Second Term Loan Agreement and any other related document or instrument executed and delivered pursuant thereto.

(xiii) “Second Term Loan Secured Parties” means the lenders under the Second Term Loan Agreement, the Mortgagee, as collateral agent under the Second Term Loan Agreement, and Citibank, N.A., as administrative agent under the Second Term Loan Agreement.

(c) The definition of “Credit Agreement” in the Original Mortgage is hereby deleted in its entirety and replaced by the following:

“Credit Agreement” means that certain Amended and Restated Credit Agreement dated as of March 28, 2013, among the Issuer and Vantage Drilling Company, as borrowers, the guarantors from time to time party thereto (including the Shipowner), the lenders from time to time party thereto, Royal Bank of Canada, as administrative agent, which amends and restates in its entirety that certain Credit Agreement dated as of June 21, 2012 among the Issuer and Vantage Drilling Company, as borrowers, the guarantors from time to time party thereto (including the Shipowner), the lenders from time to time party thereto, and Royal Bank of Canada, as collateral agent, and as the same has been and may hereafter be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.

(d) The definition of “Credit Facilities” in the Original Mortgage is hereby deleted in its entirety and replaced by the following:

“Credit Facilities” means the 2013 Indenture, the 2012 Indenture, the Term Loan Agreement, the Second Term Loan Agreement and the Credit Agreement.

(e) The definition of “Indemnified Parties” is hereby deleted in its entirety and replaced by the following:

“Indemnified Parties” means the 2012 Indenture Indemnified Parties, the Term Loan Indemnified Parties, the Credit Agreement Indemnified Parties, and the holders of the Other Pari Passu Obligations, including, but not limited to, the 2013 Indenture Indemnified Parties and the Second Term Loan Indemnified Parties.

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(f) The definition of “Intercreditor Agreement” is hereby deleted in its entirety and replaced by the following:

“Intercreditor Agreement” means that certain amended and restated intercreditor agreement, dated October 25, 2012, among (a) Wells Fargo Bank, National Association, as the pari passu collateral agent, the noteholder collateral agent and the trustee under the 2012 Indenture, and the collateral agent under the Credit Agreement, (b) Royal Bank of Canada, as administrative agent under the Credit Agreement, (c) Citibank, N.A., as administrative agent under the Term Loan Agreement, and (d) acknowledged by the Issuer, Parent, and each of the other guarantors party thereto and to which Wells Fargo Bank, National Association, as noteholder collateral agent and trustee under the 2013 Indenture, and collateral agent under the Second Term Loan Agreement, and Citibank, N.A., as administrative agent under the Second Term Loan Agreement, were joined as parties by joinder agreements, dated March 28, 2013, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

(g) The definition of “Pari Passu Documents” is hereby deleted in its entirety and replaced by the following:

“Pari Passu Documents” means the Intercreditor Agreement, the 2012 Indenture Documents, the Term Loan Documents, the Credit Agreement Documents and any other document or instrument evidencing or governing any Other Pari Passu Obligations, including, but not limited to, the 2013 Indenture Documents and the Second Term Loan Documents.

(h) The definition of “Pari Passu Obligations” is hereby deleted in its entirety and replaced by the following:

“Pari Passu Obligations” means (a) the 2012 Note Obligations, (b) the Term Loan Obligations, (c) the Credit Agreement Obligations, (d) all Other Pari Passu Obligations, including, but not limited to, the 2013 Note Obligations and the Second Term Loan Obligations, and (e) all other obligations in respect of, or arising under, the Pari Passu Documents, including all fees and expenses of the collateral agent payable with respect thereto and shall include all interest and fees, which but for the filing of a petition in bankruptcy with respect to the Issuer, the Parent or any other guarantor thereunder (in each case, including in its capacity as a co-borrower thereunder), would have accrued on such obligations, whether or not a claim for such interest or fees is allowed in such proceeding.

(i) The definition of “Permitted Liens” is hereby deleted in its entirety and replaced by the following:

“Permitted Liens” means Liens permitted from time to time under the 2013 Indenture, the 2012 Indenture, the Term Loan Agreement, the Second Term Loan Agreement or the Credit Agreement.

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(j) The definition of “Purchase Agreements” is hereby amended by adding the following as a new subclause (a) at the beginning thereof (and renumbering the subsequent subclauses appropriately):

“(a) that certain Purchase Agreement dated as of March 21, 2013, among the Issuer and the initial guarantors party thereto, and agreed to and accepted by Jefferies LLC and Citigroup Global Markets Inc., as representatives of the Initial Purchasers (as defined therein), executed in connection with the 2013 Indenture.”

(k) The definition of “Secured Parties” is hereby deleted in its entirety and replaced by the following:

“Secured Parties” means (a) the Pari Passu Collateral Agent, (b) the 2012 Indenture Secured Parties, (c) the Term Loan Secured Parties, (d) the Credit Agreement Secured Parties, and (e) the holders of Other Pari Passu Obligations, including, but not limited to, the 2013 Indenture Secured Parties and the Second Term Loan Secured Parties.

(l) All references to the term “New Noteholder Collateral Agent” where used throughout the Original Mortgage (as amended by this Amendment) shall be replaced by the term “2012 Noteholder Collateral Agent”. All references to the “Guarantees” or a “Guarantee” shall mean, collectively, the Second Term Loan Guarantee and the 2013 Note Guarantee (each as defined in Amendment No. 1 to this Mortgage), the 2012 Note Guarantee, the Loan Guarantee and the Credit Agreement Guarantee.

(m) Section 2.1 of the Original Mortgage is hereby deleted in its entirety and replaced by the following:

SECTION 2.1 The Shipowner acknowledges it is justly indebted in accordance with the terms of the Credit Facilities, the 2013 Notes, the 2012 Notes, the Pari Passu Documents and its Guarantees. The Shipowner will pay when due all Secured Obligations from time to time payable by the Shipowner under the Credit Facilities, the 2013 Notes, the 2012 Notes, the Pari Passu Documents and its Guarantees and will observe, perform and comply with the covenants, terms and conditions herein and, as applicable, in the Credit Facilities, the 2013 Notes, the 2012 Notes, the Pari Passu Documents and its Guarantees, on its part to be observed, performed or complied with. The formula for the calculation of interest on the amounts due under the Credit Facilities, the 2013 Notes, and the 2012 Notes, and the terms of their payment together with the terms of the repayment of the principal of the Credit Facilities, the 2013 Notes, and the 2012 Notes secured by this Mortgage are provided in the 2013 Indenture, the 2012 Indenture, the Term Loan Agreement, the Second Term Loan Agreement and the Credit Agreement, as applicable.

(n) Section 2.19(b) of the Original Mortgage is hereby amended by replacing the reference to “Existing Indenture” in the first line thereof with “2013 Indenture.”

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(o) The first paragraph of Section 3.1 of the Original Mortgage is hereby deleted in its entirety and replaced by the following:

As used herein, the term “Event of Default” means (a) with respect to the 2013 Indenture, an “Event of Default” under, and as defined therein, (b) with respect to the 2012 Indenture, an “Event of Default” under, and as defined therein, (c) with respect to the Term Loan Agreement, an “Event of Default” under, and as defined therein, (d) with respect to the Second Term Loan Agreement, an “Event of Default” under, and as defined therein or (e) with respect to the Credit Agreement, an “Event of Default” under, and as defined therein. If an Event of Default shall have occurred and be continuing, then, in each and every such case the 2013 Indenture Collateral Agent, the 2012 Noteholder Collateral Agent, the Lender Collateral Agent, the Second Term Loan Collateral Agent or the Credit Agreement Collateral Agent, as relevant, shall have the right to make such demands and take such actions as are permitted to each of them, respectively, by the 2013 Indenture Documents, the 2012 Indenture Documents, the Term Loan Documents, the Second Term Loan Documents or the Credit Agreement Documents, as the case may be. If an Event of Default shall have occurred and be continuing under any of the 2013 Indenture Documents, the 2012 Indenture Documents, the Term Loan Documents, the Second Term Loan Documents and the Credit Agreement Documents, the Mortgagee shall have the right, subject to and in accordance with the terms of the Intercreditor Agreement and Section 4.13 hereof, to:

(p) Section 3.9 of the Original Mortgage is hereby deleted in its entirety and replaced by the following:

SECTION 3.9 Subject always to and in accordance with the terms of the Intercreditor Agreement, if at any time prior to any sale of or consummation of foreclosure proceedings on the Vessel by the Mortgagee after the occurrence and during the continuance of an Event of Default in accordance herewith, the Shipowner offers to cure such Event of Default and to pay all expenses, advances, fees and damages to the Mortgagee arising from such Events of Default to the extent provided for in the 2013 Indenture, the 2012 Indenture, the Term Loan Agreement, the Second Term Loan Agreement or the Credit Agreement, respectively, or the other Pari Passu Documents, including all costs and expenses incurred by the Mortgagee upon the exercise by the Mortgagee of its rights hereunder as a result of such Event of Default, then the Mortgagee may, but shall be under no obligation to, accept such offer, cure and payment and restore the Shipowner to its former position, but such action shall not affect any rights which the Mortgagee may have hereunder after the occurrence and during the continuance of any subsequent Event of Default or impair any rights consequent thereon.

(q) Section 4.1 of the Original Mortgage is hereby deleted in its entirety and replaced by the following:

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SECTION 4.1 The maximum principal amount secured by this Mortgage at any time is Two Billion Nine Hundred Seventy Five Million United States Dollars (US$2,975,000,000), and for purposes of recording this Mortgage, the total amount of this Mortgage is Two Billion Nine Hundred Seventy Five Million United States Dollars (US$2,975,000,000). In addition to principal, this Mortgage also secures the other Secured Obligations, including interest, costs and expenses of collection and other sums which are deemed to be secured by the relevant laws of the Republic of Panama, as provided in this Mortgage, the 2013 Indenture, the 2012 Indenture, the Term Loan Agreement, the Second Term Loan Agreement, the Credit Agreement and the other Pari Passu Documents. The maturity date of this Mortgage is April 1, 2023.

(r) Section 4.8(a) of the Original Mortgage is hereby deleted and replaced by the following:

(a) Costs and Expenses. Shipowner shall pay all out-of-pocket expenses incurred by the Mortgagee or any Secured Parties (including the fees, charges and disbursements of any counsel for the Mortgagee), and shall pay all fees and time charges for attorneys who may be employees of the Mortgagee or any of the Secured Parties, in connection with the enforcement or protection of its rights in connection with the 2013 Indenture, the 2012 Indenture, the Term Loan Agreement, the Second Term Loan Agreement, the Credit Agreement, this Mortgage, and the other Pari Passu Documents, including its rights under this Section, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Credit Facilities, the 2013 Notes, and the 2012 Notes and any other Pari Passu Documents.

(s) Section 4.12 of the Original Mortgage is hereby deleted and replaced by the following:

SECTION 4.12 NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN TO THE CONTRARY, IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF (A) THIS MORTGAGE AND (B) ANY OF THE 2013 INDENTURE, THE 2012 INDENTURE, THE TERM LOAN AGREEMENT, THE SECOND TERM LOAN AGREEMENT OR THE CREDIT AGREEMENT, THE PROVISIONS OF THE 2013 INDENTURE, THE 2012 INDENTURE, THE TERM LOAN AGREEMENT, THE SECOND TERM LOAN AGREEMENT OR THE CREDIT AGREEMENT, AS APPLICABLE, SHALL CONTROL WITH RESPECT THERETO (BUT SHALL NOT CONTROL AS SUCH PROVISION MAY APPLY TO ANY OTHER SUCH INDENTURE OR AGREEMENT), UNLESS THE PROVISIONS OF SUCH INCONSISTENT INDENTURE OR AGREEMENT ARE INCONSISTENT WITH THE INTERCREDITOR AGREEMENT, IN WHICH CASE, THE INTERCREDITOR AGREEMENT SHALL CONTROL.

(t) Section 4.13 of the Original Mortgage is hereby deleted and replaced by the following:

SECTION 4.13 Notwithstanding anything herein to the contrary, (i) the occurrence of an Event of Default with respect to any one Debt Agreement (as hereinafter defined) shall not be deemed to constitute an Event of Default under any other Debt Agreement except to the extent so expressly stated in such other Debt Agreement and

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(ii) upon the occurrence of an Event of Default under any one Debt Agreement, the rights and remedies granted hereunder shall be subject to the Intercreditor Agreement. For purposes of this paragraph, “Debt Agreement” means the 2013 Indenture, the 2012 Indenture, the Term Loan Agreement, the Second Term Loan Agreement or the Credit Agreement.

(u) Section 4.15 of the Original Mortgages is hereby amended by replacing the reference to “Existing Indenture” therein with “2013 Indenture”.

3. The Shipowner has caused this Amendment to be duly filed and recorded, and will cause this Amendment to be permanently registered in the Republic of Panama within six (6) months of the day and year first above written, and will further comply with and satisfy all of the provisions and requirements of Panamanian Ship Mortgage Law in connection with this Amendment and the Original Mortgage (as amended by this Amendment).

4. This Amendment amends the Original Mortgage and, from and after the date hereof, wherever the term “Mortgage” is used in the Original Mortgage, or in any of the Pari Passu Documents, it shall be deemed to mean and refer to the Original Mortgage as amended by this Amendment.

5. Except as expressly modified by this Amendment, all of the terms and conditions of the Original Mortgage remain in full force and effect and are hereby ratified and confirmed by the parties and are incorporated by reference in this Amendment to the same extent as if set forth in this Amendment in their entirety.

6. This Amendment may be executed in any number of counterparts, each of which shall be an original and all of which when taken together shall constitute one instrument.

7. In case of any discrepancy between an English counterpart and the Spanish and the Notarial version thereof in Spanish, as between the parties hereto, the English counterpart shall control.

8. The Recitals in this Amendment constitute part of this Amendment.

9. Notices shall be delivered in accordance with the applicable provisions of the Pari Passu Documents and shall be effective as provided, respectively, therein. Each of the Shipowner and Mortgagee may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the other party hereto.

10. The appearing parties hereby confer a special power of attorney with the right of substitution upon any member of the law firm of MORGAN & MORGAN, lawyers of the City of Panama, Republic of Panama, empowering each of them to take all necessary steps to record this instrument of Amendment No. 1 to First Naval Mortgage in the appropriate registries of the Republic of Panama.

[The rest of this page has been left intentionally blank.]

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IN WITNESS WHEREOF, the Shipowner has caused this Amendment No. 1 to First Naval Mortgage to be duly executed, by the Shipowner by way of deed, and the Mortgagee has accepted this Amendment on the day and year first above written.

EXECUTED AS A DEED by

[SHIPOWNER]

By:                                                                                     

Name: [                            ]

Title: [                            ]

In the presence of:

Witness:

Name: [                            ]

Occupation: [                            ]

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Pari Passu Collateral Agent and as Mortgagee

By:                                                                                     

Name: John C. Stohlmann

Title: Attorney-in-fact

Signature Page to Amendment No. 1 to First Naval Mortgage - [Vessel]

ACKNOWLEDGMENT

STATE OF TEXAS	)
	) ss.:
COUNTY OF HARRIS	)

On this             day of March, 2013, before me personally appeared [name] who, being by me duly sworn, did depose and say that she is residing at [address], she is an attorney-in-fact of [Shipowner], the entity described in and which executed the foregoing instrument; and that s/he signed her/his name thereto in accordance with the terms of a power of attorney of such entity, and she further acknowledged to me that the foregoing instrument is the free act and deed of such entity.

Notary Public in and for the State of Texas

[THE SIGNATURE OF THE NOTARY PUBLIC MUST BE DULY AUTHENTICATED

BY PANAMANIAN CONSUL OR APOSTILLE.]

Acknowledgment to Amendment No. 1 to First Naval Mortgage - [Vessel]

ACKNOWLEDGMENT

STATE OF TEXAS	)
	) ss.:
COUNTY OF DALLAS	)

On this             day of March, 2013, before me personally appeared John C. Stohlmann who, being by me duly sworn, did depose and say that he is residing at 750 N. St. Paul Place, Suite 1750 Dallas, Texas 75201, he is an attorney-in-fact of Wells Fargo Bank, National Association, the entity described in and which executed the foregoing instrument, and that he signed his name thereto in accordance with the bylaws of such entity, and he further acknowledged to me that the foregoing instrument is the free act and deed of such entity.

Notary Public in and for the State of Texas

[THE SIGNATURE OF THE NOTARY PUBLIC MUST BE DULY AUTHENTICATED

BY PANAMANIAN CONSUL OR APOSTILLE.]

Acknowledgment to Amendment No. 1 to First Naval Mortgage - [Vessel]

SCHEDULE I

TO

AMENDMENT NO. 1 TO FIRST NAVAL MORTGAGE

DESCRIPTION OF THE VESSEL

AQUAMARINE DRILLER

Official Number

Radio Call Letters

Length

Width

Depth

Gross Tonnage

Net Tonnage

[            ]

[

]

[             Meters

]

[             meters

]

[             meters

]

[

]

[

]

Schedule 1 to Amendment No. 1 to First Naval Mortgage - [Vessel]

EXHIBIT A

TO

AMENDMENT NO. 1 TO FIRST NAVAL MORTGAGE

Form of the 2013 Indenture, together with Exhibit A thereto (Form of Note) and Exhibit E

thereto (Form of Note Guarantee), but without other annexes, schedules or exhibits, together

with the forms of any supplements thereto.

See attached.

Exhibit A to Amendment No. 1 to First Naval Mortgage - [Vessel]

EXHIBIT B

TO

AMENDMENT NO. 1 TO FIRST NAVAL MORTGAGE

[Form of the Second Term Loan Agreement,

together with form of Note but without other annexes, schedules or exhibits]

See attached.

Exhibit B to Amendment No. 1 to First Naval Mortgage - [Vessel]

EXHIBIT C

TO

AMENDMENT NO. 1 TO FIRST NAVAL MORTGAGE

[Form of Credit Agreement, without annexes, schedules or exhibits]

See attached.

Exhibit C to Amendment No. 1 to First Naval Mortgage - [Vessel]

EXHIBIT G-4

FORM OF SHIP MORTGAGE AND

DEED OF COVENANTS AMENDMENT - BAHAMAS

G-4-1

EXHIBIT G-4

AMENDMENT NO. 1 TO DEED OF COVENANTS

By

[Shipowner]

as

Shipowner

and

WELLS FARGO BANK, NATIONAL ASSOCIATION

as

Pari Passu Collateral Agent and Mortgagee

Dated [            ]

Bahamian Vessel

[Vessel]

This AMENDMENT NO. 1, dated the [            ], 2013 (this “Amendment”), to DEED OF COVENANTS, dated October 25, 2012 (the “Original Deed of Covenants”) by [Shipowner] , [description of Shipowner] (the “Shipowner”) with an address at: [Shipowner Address] (the “Shipowner”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, with an address at: 750 N. St. Paul Place, Suite 1750, MAC T9263-170, Dallas, Texas, 75201, as (i) Noteholder Collateral Agent pursuant to the terms of the 2013 Indenture (defined below) (in such capacity, the “2013 Indenture Collateral Agent”), (ii) the Noteholder Collateral Agent pursuant to the terms of the 2012 Indenture (in such capacity, the “2012 Noteholder Collateral Agent”), (iii) Collateral Agent under the Term Loan Agreement (in such capacity, the “Lender Collateral Agent”), (iv) Collateral Agent under the Second Term Loan Agreement (defined below) (in such capacity, the “Second Term Loan Collateral Agent”) and (v) as Collateral Agent pursuant to the terms of the Credit Agreement (defined below) (in such capacity, the “Credit Agreement Collateral Agent”, and together with the 2013 Indenture Collateral Agent, the 2012 Noteholder Collateral Agent, the Lender Collateral Agent, and the Second Term Loan Collateral Agent, the “Pari Passu Collateral Agent”, and together with its successors and assigns as such collateral agent under each of the 2013 Indenture, the 2012 Indenture, the Term Loan Agreement, the Second Term Loan Agreement and the Credit Agreement, the “Mortgagee”).

The Original Deed of Covenants as amended by this Amendment is called the “Deed of Covenants”.

RECITALS:

A. The Shipowner is the sole, absolute and unencumbered, legal and beneficial owner of sixty-four sixty-fourth shares in the Bahamian flag vessel, “[            ]” with Official Number [            ], which is duly documented in the name of the Shipowner under the laws and flag of The Commonwealth of the Bahamas, which vessel is further defined below and described on Schedule I attached hereto and made a part hereof.

B. The Mortgage (as defined in the Original Deed of Covenants) was created on the Vessel in favor of the Mortgagee by the Shipowner and duly registered and recorded in the Registry of Bahamian Ships on October 25, 2012 in favor of the Mortgagee.

C. The Mortgage and the Original Deed of Covenants, secures, inter alia, the Shipowner’s obligations under, and the Shipowner’s guarantees of the Issuer’s obligations under, the following documents (in each case, as defined in the Original Deed of Covenants):

(i) the 2012 Indenture;

(ii) the Term Loan Agreement;

(iii) the Credit Agreement; and

(iv) the Existing Indenture.

D. The Original Deed of Covenants is being amended to secure the 2013 Note Obligations, the Second Term Loan Obligations and the increase in the amount of the Credit Agreement Obligations described in whereas clause G below, and to no longer secure the Existing Note Obligations (as each such term is defined in the Original Deed of Covenants, as amended hereby).

E. The Shipowner is party to, and has executed and delivered a guarantee (the “2013 Note Guarantee”) of the obligations of the Issuer under the 2013 Indenture, pursuant to which the Issuer has issued to the Initial Purchasers (as defined in the 2013 Indenture) notes in US$775,000,000 aggregate principal amount bearing interest at the rate of 7.125% and due 2023. The form of the 2013 Indenture is annexed hereto as Exhibit A and made a part hereof, and the form of the 2013 Note Guarantee is annexed to the 2013 Indenture as Exhibit E thereto.

F. The Shipowner is party to, and has executed and delivered a guarantee (the “Second Term Loan Guarantee”) respecting the obligations of the Issuer and Vantage Delaware Holdings, LLC (“VDH”) under, the Second Term Loan Agreement pursuant to which the lenders thereunder have advanced to the Issuer and VDH a term loan in the aggregate principal amount of Three Hundred Fifty Million United States Dollars (US$350,000,000). The form of the Second Term Loan Agreement (which includes the Second Term Loan Guarantee) is annexed hereto as Exhibit B and made a part hereof.

G. The Shipowner is a party to, and has executed and delivered a guarantee (the “Original Credit Agreement Guarantee”) respecting the obligations of the Issuer and the Parent under, a Credit Agreement dated as of June 21, 2012 (the “Original Credit Agreement”) among the Issuer and the Parent, as borrowers, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Royal Bank of Canada, as collateral agent, pursuant to which the lenders from time to time party thereto made a commitment to provide advances to the borrowers thereunder in an aggregate original principal amount of up to Twenty-Five Million United States Dollars (US$25,000,000). The form of the Original Credit Agreement was annexed to the Original Deed of Covenants as Exhibit D thereto. The Original Credit Agreement has been amended and restated as of the date hereof in accordance with the terms of the Credit Agreement (as defined below), inter alia, to increase the amount of the commitments available to the borrowers up to the aggregate principal amount of Two Hundred Million United States Dollars (US$200,000,000). The Shipowner has executed and delivered a guarantee (the “Credit Agreement Guarantee”) respecting the obligations of the borrowers under the Credit Agreement. The form of the Credit Agreement (which includes the Credit Agreement Guarantee) is annexed hereto as Exhibit C and made a part hereof.

H. The Issuer has designated the 2013 Note Obligations and the Second Term Loan Obligations as “Other Pari Passu Obligations” for purposes of the Intercreditor Agreement and certain other documents, including the Original Deed of Covenants and the Mortgage.

I. Consequently, the Mortgage and the Original Deed of Covenants as amended by this Amendment secures the Shipowner’s guarantees under the 2013 Note Guarantee, the Second Term Loan Guarantee, the Credit Agreement Guarantee, the 2012 Note Guarantee (as defined in the Original Deed of Covenants) and the Loan Guarantee (as defined in the Original Deed of Covenants).

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J. The Shipowner will receive substantial direct and indirect benefits through the extension of the loans and the issuance of notes, as applicable, under the 2013 Indenture, the Second Term Loan Agreement and the Credit Agreement, and in consideration of such benefits and other good and valuable consideration and to secure its obligations under the 2013 Note Guarantee, the Second Term Loan Guarantee, the Credit Agreement Guarantee, the 2012 Note Guarantee (as defined in the Original Deed of Covenants), and the Loan Guarantee (as defined in the Original Deed of Covenants), the receipt and sufficiency of which are hereby acknowledged, the Shipowner has executed this Amendment.

K. In accordance with the terms of the Intercreditor Agreement, the parties thereto have, inter alia, agreed to certain matters relating to the Mortgage, the Original Deed of Covenants (as amended by this Amendment), the 2012 Indenture, the Term Loan Agreement, the 2013 Indenture, the Second Term Loan Agreement and the Credit Agreement. The form of the Intercreditor Agreement is annexed to the Original Deed of Covenants as Exhibit E thereto and made a part thereof.

L. The Mortgage and the Original Deed of Covenants as amended by this Amendment secures the Secured Obligations, as such term is amended by virtue of the amended definition of “Pari Passu Obligations” as set forth in Section 2 of this Amendment.

M. The 2013 Notes bear interest at the rate of 7.125% per annum; the 2012 Notes bear interest at the rate of 7.50% per annum; the amounts due under the Term Loan Agreement bear interest at the rate set forth in Section 2.08 of the Term Loan Agreement; the amounts due under the Second Term Loan Agreement bear interest at the rate set forth in Section 2.08 of the Second Term Loan Agreement; and the amounts due under the Credit Agreement bear interest at the rate set forth in Section 2.05 of the Credit Agreement.

NOW, THEREFORE, to secure the prompt payment of the Secured Obligations and the performance and observance of all agreements, covenants and provisions of the Shipowner contained in the 2013 Note Guarantee, the 2012 Note Guarantee, the Loan Guarantee, the Second Loan Guarantee and the Credit Agreement Guarantee, the other Pari Passu Documents (as such term is amended by this Amendment), the Mortgage and this Deed of Covenants, the Shipowner has granted, conveyed, mortgaged, pledged, confirmed, assigned, transferred and set over, and by these presents does grant, convey, mortgage, pledge, confirm, assign, transfer and set over unto the Mortgagee the Vessel;

TO HAVE AND TO HOLD all and singular the Vessel unto the Mortgagee and its successors and permitted assigns, to its and its successors’ and permitted assigns’ own use, benefit and behoof forever, subject to the rights of the Shipowner therein as provided in the Mortgage;

IT IS HEREBY COVENANTED, DECLARED AND AGREED that the Vessel is to be held subject to the further covenants, conditions, provisions, terms and uses set forth in the Mortgage.

1. All capitalized terms used herein but not otherwise defined shall have the meaning specified in the Original Deed of Covenants (as amended by this Amendment) or, if such capitalized term is not defined in the Original Deed of Covenants (as amended by this Amendment), then as such term is defined, or by reference in, the Intercreditor Agreement.

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2. The Original Deed of Covenants is hereby amended as follows:

(a) Section 1.1 shall be amended by deleting the following definitions in their entirety, and all such defined terms as used throughout the Deed of Covenants and the Mortgage shall be deemed to be deleted:

(i) “Existing Indenture”

(ii) “Existing Indenture Collateral Agreements”

(iii) “Existing Indenture Documents”

(iv) “Existing Indenture Indemnified Parties”

(v) “Existing Indenture Secured Parties”

(vi) “Existing Note Obligations”.

(b) Section 1.1 shall be amended by adding the following definitions:

(i) “2013 Indenture” means that certain Indenture dated as of March 28, 2013, among the Issuer, the guarantors from time to time party thereto, and Wells Fargo Bank, National Association, as trustee and noteholder collateral agent, and any and all successors thereto in either such capacity, as the same has been and may be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.

(ii) “2013 Indenture Collateral Agreements” means the 2013 Note Guarantee and any agreement, document or instrument pursuant to which a Lien is granted to secure any 2013 Note Obligations or under which rights or remedies with respect to any such Lien are governed, as the same may be amended, restated, modified, renewed, refunded, replaced, or refinanced from time to time as permitted by the Pari Passu Documents.

(iii) “2013 Indenture Documents” means the 2013 Indenture, the 2013 Notes, the applicable Purchase Agreements, the 2013 Indenture Collateral Agreements, and any agreement, instrument or other document evidencing or governing any 2013 Note Obligations.

(iv) “2013 Indenture Indemnified Parties” shall mean the Initial Purchasers (as defined in the 2013 Indenture), the 2013 Noteholder Collateral Agent, and each Noteholder (as defined in the 2013 Indenture).

(v) “2013 Indenture Secured Parties” means the 2013 Noteholder Collateral Agent and the Noteholders (as defined in the 2013 Indenture).

(vi) “2013 Note Obligations” means all obligations under the 2013 Indenture of the Issuer, the Parent and the other Guarantors (as defined in the 2013 Indenture) under the 2013 Indenture Documents and the other “obligations” under, and as defined in, the 2013 Indenture, including, but not limited to, all indebtedness evidenced by any and all Notes (as defined in the 2013 Indenture) now or hereafter issued thereunder, including any series of Notes that may hereafter from time to time be issued as permitted under the 2013 Indenture.

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(vii) “2013 Notes” means the senior secured first lien notes due 2023 in the original aggregate principal amount of Seven Hundred Seventy Five Million United States Dollars (US$775,000,000) to the Initial Purchasers (as defined in the 2013 Indenture).

(viii) “Second Term Loan Agreement” means that certain Second Term Loan Agreement dated as of on or about the date hereof, among the Issuer, as co-borrower, the US Borrower (as defined therein), the guarantors from time to time party thereto, the lenders from time to time party thereto, Citibank, N.A., as administrative agent, and Wells Fargo Bank, National Association, as collateral agent, as the same has been and may hereafter be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time as permitted by the Pari Passu Documents.

(ix) “Second Term Loan Collateral Agreements” means any agreement, document or instrument pursuant to which a guarantee is given or a Lien is granted to secure any Second Term Loan Obligations or under which rights or remedies with respect to any such Lien are governed, as the same may be amended, restated, modified, renewed, refunded, replaced or refinanced from time to time as permitted by the Pari Passu Documents.

(x) “Second Term Loan Documents” means the Second Term Loan Agreement, the Second Term Loan Collateral Agreements and any agreement, instrument or other document evidencing or governing any Second Term Loan Obligations.

(xi) “Second Term Loan Indemnified Parties” shall mean each of the Lenders (as defined in the Second Term Loan Agreement) and the Second Term Loan Collateral Agent.

(xii) “Second Term Loan Obligations” means the “Obligations” (as defined in the Second Term Loan Agreement) of the Issuer, the US Borrower (as defined in the Second Term Loan Agreement) and the guarantors from time to time party to the Second Term Loan Agreement and any other related document or instrument executed and delivered pursuant thereto, in each case incurred pursuant to the Second Term Loan Agreement and any other related document or instrument executed and delivered pursuant thereto.

(xiii) Second Term Loan Secured Parties” means the lenders under the Second Term Loan Agreement, the Mortgagee, as collateral agent under the Second Term Loan Agreement, and Citibank, N.A., as administrative agent under the Second Term Loan Agreement.

(c) The definition of “Credit Agreement” in the Original Deed of Covenants is hereby deleted in its entirety and replaced by the following:

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“Credit Agreement” means that certain Amended and Restated Credit Agreement dated as of March 28, 2013, among the Issuer and Vantage Drilling Company, as borrowers, the guarantors from time to time party thereto (including the Shipowner), the lenders from time to time party thereto, Royal Bank of Canada, as administrative agent, which amends and restates in its entirety that certain Credit Agreement dated as of June 21, 2012 among the Issuer and Vantage Drilling Company, as borrowers, the guarantors from time to time party thereto (including the Shipowner), the lenders from time to time party thereto, and Royal Bank of Canada, as collateral agent, and as the same has been and may hereafter be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.

(d) The definition of “Credit Facilities” in the Original Deed of Covenants is hereby deleted in its entirety and replaced by the following:

“Credit Facilities” means the 2013 Indenture, the 2012 Indenture, the Term Loan Agreement, the Second Term Loan Agreement and the Credit Agreement.

(e) The definition of “Indemnified Parties” is hereby deleted in its entirety and replaced by the following:

“Indemnified Parties” means the 2012 Indenture Indemnified Parties, the Term Loan Indemnified Parties, the Credit Agreement Indemnified Parties, and the holders of the Other Pari Passu Obligations, including, but not limited to, the 2013 Indenture Indemnified Parties and the Second Term Loan Indemnified Parties.

(f) The definition of “Intercreditor Agreement” is hereby deleted in its entirety and replaced by the following:

“Intercreditor Agreement” means that certain amended and restated intercreditor agreement, dated October 25, 2012, among (a) Wells Fargo Bank, National Association, as the pari passu collateral agent, the noteholder collateral agent and the trustee under the 2012 Indenture, and the collateral agent under the Credit Agreement, (b) Royal Bank of Canada, as administrative agent under the Credit Agreement, (c) Citibank, N.A., as administrative agent under the Term Loan Agreement, and (d) acknowledged by the Issuer, Parent, and each of the other guarantors party thereto and to which Wells Fargo Bank, National Association, as noteholder collateral agent and trustee under the 2013 Indenture, and collateral agent under the Second Term Loan Agreement, and Citibank, N.A., as administrative agent under the Second Term Loan Agreement, were joined as parties by joinder agreements, dated March 28, 2013, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

(g) The definition of “Pari Passu Documents” is hereby deleted in its entirety and replaced by the following:

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“Pari Passu Documents” means the Intercreditor Agreement, the 2012 Indenture Documents, the Term Loan Documents, the Credit Agreement Documents and any other document or instrument evidencing or governing any Other Pari Passu Obligations, including, but not limited to, the 2013 Indenture Documents and the Second Term Loan Documents.

(h) The definition of “Pari Passu Obligations” is hereby deleted in its entirety and replaced by the following

“Pari Passu Obligations” means (a) the 2012 Note Obligations, (b) the Term Loan Obligations, (c) the Credit Agreement Obligations, (d) all Other Pari Passu Obligations, including, but not limited to, the 2013 Note Obligations and the Second Term Loan Obligations, and (e) all other obligations in respect of, or arising under, the Pari Passu Documents, including all fees and expenses of the collateral agent payable with respect thereto and shall include all interest and fees, which but for the filing of a petition in bankruptcy with respect to the Issuer, the Parent or any other guarantor thereunder (in each case, including in its capacity as a co-borrower thereunder), would have accrued on such obligations, whether or not a claim for such interest or fees is allowed in such proceeding.

(i) The definition of “Permitted Liens” is hereby deleted in its entirety and replaced by the following:

“Permitted Liens” means Liens permitted from time to time under the 2013 Indenture, the 2012 Indenture, the Term Loan Agreement, the Second Term Loan Agreement or the Credit Agreement.

(j) The definition of “Purchase Agreements” is hereby amended by adding the following as a new subclause (a) at the beginning thereof (and renumbering the subsequent subclauses appropriately):

“(a) that certain Purchase Agreement dated as of March 21, 2013, among the Issuer and the initial guarantors party thereto, and agreed to and accepted by Jefferies LLC and Citigroup Global Markets Inc., as representatives of the Initial Purchasers (as defined therein), executed in connection with the 2013 Indenture.”

(k) The definition of “Secured Parties” is hereby deleted in its entirety and replaced by the following:

“Secured Parties” means (a) the Pari Passu Collateral Agent, (b) the 2012 Indenture Secured Parties, (c) the Term Loan Secured Parties, (d) the Credit Agreement Secured Parties, and (e) the holders of Other Pari Passu Obligations, including, but not limited to, the 2013 Indenture Secured Parties and the Second Term Loan Secured Parties.

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(l) All references to the term “New Noteholder Collateral Agent” where used throughout the Original Deed of Covenants (as amended by this Amendment) shall be replaced by the term “2012 Noteholder Collateral Agent”. All references to the “Guarantees” or a “Guarantee” shall mean, collectively, the Second Term Loan Guarantee and the 2013 Note Guarantee (each as defined in this Amendment), the 2012 Note Guarantee, the Loan Guarantee and the Credit Agreement Guarantee.

(m) Section 2.1 of the Original Deed of Covenants is hereby deleted in its entirety and replaced by the following:

SECTION 2.1 The Shipowner acknowledges it is justly indebted in accordance with the terms of the Credit Facilities, the 2013 Notes, the 2012 Notes, the Pari Passu Documents and its Guarantees. The Shipowner will pay when due all Secured Obligations from time to time payable by the Shipowner under the Credit Facilities, the 2013 Notes, the 2012 Notes, the Pari Passu Documents and its Guarantees and will observe, perform and comply with the covenants, terms and conditions herein and, as applicable, in the Credit Facilities, the 2013 Notes, the 2012 Notes, the Pari Passu Documents and its Guarantees, on its part to be observed, performed or complied with. The formula for the calculation of interest on the amounts due under the Credit Facilities, the 2013 Notes, and the 2012 Notes, and the terms of their payment together with the terms of the repayment of the principal of the Credit Facilities, the 2013 Notes, and the 2012 Notes secured by this Mortgage are provided in the 2013 Indenture, the 2012 Indenture, the Term Loan Agreement, the Second Term Loan Agreement and the Credit Agreement, as applicable.

(n) Section 2.19(b) of the Original Deed of Covenants is hereby amended by replacing the reference to “Existing Indenture” in the first line thereof with “2013 Indenture”.

(o) The first paragraph of Section 3.1 of the Original Deed of Covenants is hereby deleted in its entirety and replaced by the following:

As used herein, the term “Event of Default” means (a) with respect to the 2013 Indenture, an “Event of Default” under, and as defined therein, (b) with respect to the 2012 Indenture, an “Event of Default” under, and as defined therein, (c) with respect to the Term Loan Agreement, an “Event of Default” under, and as defined therein, (d) with respect to the Second Term Loan Agreement, an “Event of Default” under, and as defined therein or (e) with respect to the Credit Agreement, an “Event of Default” under, and as defined therein. If an Event of Default shall have occurred and be continuing, then, in each and every such case the 2013 Indenture Collateral Agent, the 2012 Noteholder Collateral Agent, the Lender Collateral Agent, the Second Term Loan Collateral Agent or the Credit Agreement Collateral Agent, as relevant, shall have the right to make such demands and take such actions as are permitted to each of them, respectively, by the 2013 Indenture Documents, the 2012 Indenture Documents, the Term Loan Documents, the Second Term Loan Documents or the Credit Agreement Documents, as the case may be. If an Event of Default shall have occurred and be continuing under any of the 2013 Indenture Documents, the 2012 Indenture Documents, the Term Loan Documents, the Second Term Loan Documents and the Credit Agreement Documents, the Mortgagee shall have the right, subject to and in accordance with the terms of the Intercreditor Agreement and Section 4.12 hereof, to:

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(p) Section 3.13 of the Original Deed of Covenants is hereby deleted in its entirety and replaced by the following:

SECTION 3.13 Subject always to and in accordance with the terms of the Intercreditor Agreement, if at any time prior to any sale of or consummation of foreclosure proceedings on the Vessel by the Mortgagee after the occurrence and during the continuance of an Event of Default in accordance herewith, the Shipowner offers to cure such Event of Default and to pay all expenses, advances, fees and damages to the Mortgagee arising from such Events of Default to the extent provided for in the 2013 Indenture, the 2012 Indenture, the Term Loan Agreement, the Second Term Loan Agreement or the Credit Agreement, respectively, or the other Pari Passu Documents, including all costs and expenses incurred by the Mortgagee upon the exercise by the Mortgagee of its rights hereunder as a result of such Event of Default, then the Mortgagee may, but shall be under no obligation to, accept such offer, cure and payment and restore the Shipowner to its former position, but such action shall not affect any rights which the Mortgagee may have hereunder after the occurrence and during the continuance of any subsequent Event of Default or impair any rights consequent thereon.

(q) Section 4.7(a) of the Original Deed of Covenants is hereby deleted and replaced by the following:

(a) Costs and Expenses. Shipowner shall pay all out-of-pocket expenses incurred by the Mortgagee or any Secured Parties (including the fees, charges and disbursements of any counsel for the Mortgagee), and shall pay all fees and time charges for attorneys who may be employees of the Mortgagee or any of the Secured Parties, in connection with the enforcement or protection of its rights in connection with the 2013 Indenture, the 2012 Indenture, the Term Loan Agreement, the Second Term Loan Agreement, the Credit Agreement, this Mortgage, and the other Pari Passu Documents, including its rights under this Section, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Credit Facilities, the 2013 Notes, and the 2012 Notes and any other Pari Passu Documents.

(r) Section 4.11 of the Original Deed of Covenants is hereby deleted and replaced by the following:

SECTION 4.11 NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN TO THE CONTRARY, IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF (A) THIS MORTGAGE AND (B) ANY OF THE 2013 INDENTURE, THE 2012 INDENTURE, THE TERM LOAN AGREEMENT, THE SECOND TERM LOAN AGREEMENT OR THE CREDIT AGREEMENT, THE PROVISIONS OF THE 2013 INDENTURE, THE 2012 INDENTURE, THE TERM LOAN AGREEMENT, THE SECOND TERM LOAN AGREEMENT OR THE CREDIT AGREEMENT, AS APPLICABLE, SHALL

9

CONTROL WITH RESPECT THERETO (BUT SHALL NOT CONTROL AS SUCH PROVISION MAY APPLY TO ANY OTHER SUCH INDENTURE OR AGREEMENT), UNLESS THE PROVISIONS OF SUCH INCONSISTENT INDENTURE OR AGREEMENT ARE INCONSISTENT WITH THE INTERCREDITOR AGREEMENT, IN WHICH CASE, THE INTERCREDITOR AGREEMENT SHALL CONTROL.

(r) Section 4.12 of the Original Deed of Covenants is hereby deleted and replaced by the following:

SECTION 4.12 Notwithstanding anything herein to the contrary, (i) the occurrence of an Event of Default with respect to any one Debt Agreement (as hereinafter defined) shall not be deemed to constitute an Event of Default under any other Debt Agreement except to the extent so expressly stated in such other Debt Agreement and (ii) upon the occurrence of an Event of Default under any one Debt Agreement, the rights and remedies granted hereunder shall be subject to the Intercreditor Agreement. For purposes of this paragraph, “Debt Agreement” means the 2013 Indenture, the 2012 Indenture, the Term Loan Agreement, the Second Term Loan Agreement or the Credit Agreement.

(s) Section 4.13 of the Original Deed of Covenants is hereby amended by replacing the reference to “Existing Indenture” therein with “2013 Indenture”.

3. This Amendment amends the Original Deed of Covenants and, from and after the date hereof, wherever the term “Deed of Covenants” is used in the Original Deed of Covenants, or in any of the Pari Passu Documents, it shall be deemed to mean and refer to the Original Deed of Covenants as amended by this Amendment.

4. Except as expressly modified by this Amendment, all of the terms and conditions of the Original Deed of Covenants remain in full force and effect and are hereby ratified and confirmed by the parties and are incorporated by reference in this Amendment to the same extent as if set forth in this Amendment in their entirety.

5. This Amendment may be executed in any number of counterparts, each of which shall be an original and all of which when taken together shall constitute one instrument.

6. The Recitals in this Amendment constitute part of this Amendment.

7. Notices shall be delivered in accordance with the applicable provisions of the Pari Passu Documents and shall be effective as provided, respectively, therein. Each of the Shipowner and Mortgagee may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the other party hereto.

[The rest of this page has been left intentionally blank.]

10

IN WITNESS WHEREOF, the Shipowner has caused this Amendment No. 1 to Deed of Covenants to be duly executed, by the Shipowner by way of deed, and the Mortgagee has accepted this Amendment on the day and year first above written.

EXECUTED AS A DEED by

[SHIPOWNER]

By:

Name: [                        ]

Title: [                        ]

In the presence of:

Witness:

Name: Susan Mallek

Occupation: Paralegal

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Pari Passu Collateral Agent and as Mortgagee

By:

Name: John C. Stohlmann

Title: Vice President

Signature Page to Amendment No. 1 to Deed of Covenants - [Vessel]

SCHEDULE I

TO

AMENDMENT NO. 1 TO DEED OF COVENANTS

DESCRIPTION OF THE VESSEL

[VESSEL]

Official Number

Radio Call Letters

Length

Width

Depth

Gross Tonnage

Net Tonnage

[            ]

[

]

[             meters

]

[             meters

]

[             meters

]

[

]

[

]

Schedule 1 to Amendment No. 1 Signature Page to Amendment No. 1 to Deed of Covenants - [Vessel]

EXHIBIT A

TO

AMENDMENT NO. 1 TO DEED OF COVENANTS

Form of the 2013 Indenture, together with Exhibit A thereto (Form of Note) and Exhibit E

thereto (Form of Note Guarantee), but without other annexes, schedules or exhibits, together

with the forms of any supplements thereto.

See attached.

Exhibit A to Amendment No. 1 to Deed of Covenants - [Vessel]

EXHIBIT B

TO

AMENDMENT NO. 1 TO DEED OF COVENANTS

[Form of the Second Term Loan Agreement,

together with form of Note but without other annexes, schedules or exhibits]

See attached.

Exhibit B to Amendment No. 1 to Deed of Covenants - [Vessel]

EXHIBIT C

TO

AMENDMENT NO. 1 TO DEED OF COVENANTS

[Form of Credit Agreement, without annexes, schedules or exhibits]

See attached.

Exhibit C to Amendment No. 1 to Deed of Covenants - [Vessel]

EXHIBIT H-1

FORM OF ASSIGNMENT OF INSURANCE - OWNER

H-1-1

Exhibit H-1

FORM OF

ASSIGNMENT OF INSURANCE

(this “Assignment”)

[Shipowner name ]

Dated: [            ]

[            ] with an address at: [            ] (the “Assignor”), the owner of the vessel listed on Schedule I attached hereto (the “Vessel”), in consideration of One Dollar ($1.00) lawful money of the United States of America and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, has sold, assigned, transferred and set over, and by this instrument does sell, assign, transfer and set over unto Wells Fargo Bank, National Association as (i) Noteholder Collateral Agent pursuant to the terms of the Existing Indenture (defined below) (in such capacity, the “Existing Noteholder Collateral Agent”), as (ii) Noteholder Collateral Agent pursuant to the terms of the 2012 Indenture (defined below) (in such capacity, the “New Noteholder Collateral Agent”), as (iii) Collateral Agent under the Term Loan Agreement (defined below) (in such capacity, the “Lender Collateral Agent”), and (iv) as Collateral Agent pursuant to the terms of the Credit Agreement (in such capacity, the “Collateral Agent”, together with the Existing Noteholder Collateral Agent, the New Noteholder Collateral Agent, and the Lender Collateral Agent, the “Pari Passu Collateral Agent”, as assignee (together with its successors and permitted assigns, in such capacity, the “Assignee”) to its own proper use and benefit, and, as security for all of the Secured Obligations of the Assignor under, and in accordance with the terms of the Mortgage (as defined below), and to secure the performance and observance of all agreements, covenants and provisions contained in this Assignment, the Existing Indenture, the 2012 Indenture, the Term Loan Agreement, the Credit Agreement and the other Pari Passu Documents, all right, title and interest of the Assignor under, in and to (i) all insurances in respect of the Vessel, whether heretofore, now or hereafter effected, and all renewals of or replacements for the same (the “Insurances”), (ii) all claims, returns of premium and other moneys and claims for moneys due and to become due under or in respect of the Insurances, (iii) all other rights of the Assignor under or in respect of the Insurances, and (iv) any proceeds of any of the foregoing and all interest and earnings from the investment of any of the foregoing and the proceeds thereof.

The rights and obligations of the Assignor and the Assignee hereunder are governed by the terms of the Intercreditor Agreement (defined below).

Section 1. Certain Definitions. Capitalized terms used herein and not otherwise defined are used herein as defined in, or by reference in, the Mortgage (as defined below). The following terms shall have the following meanings:

ASSIGNMENT OF INSURANCE – [            ]

“Credit Agreement” means that certain Credit Agreement dated as of June 21, 2012, among the Issuer, as borrower, the Parent, the guarantors from time to time party thereto (including the Assignor), the lenders from time to time party thereto, and Royal Bank of Canada, as collateral agent, and any and all successors thereto in such capacity, as the same has been and may hereafter be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.

“Existing Indenture” means that certain Indenture dated as of July 30, 2010, among the Issuer, the guarantors from time to time party thereto, and Wells Fargo Bank, National Association, as trustee and noteholder collateral agent, and any and all successors thereto in either such capacity, as the same has been and may be further amended, restated, supplemented.

“Intercreditor Agreement” means that certain Intercreditor Agreement dated October 25, 2012, among Wells Fargo Bank, National Association, as collateral agent under the Existing Indenture, the 2012 Indenture, and the Term Loan Agreement, Royal Bank of Canada, as collateral agent under the Credit Agreement, Citibank, N.A., as administrative agent under the Term Loan Agreement, and acknowledged by the Issuer, Parent, and each of the other guarantors party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

“Mortgage” means that certain First Priority Ship Mortgage, dated [ ] by the Assignor, as Shipowner, in favor of the Assignee, as Pari Passu Collateral Agent, as Mortgagee.

“Term Loan Agreement” means that certain Term Loan Agreement dated as of October 25, 2012, among the Issuer, as co-borrower, the US Borrower (as defined therein), the guarantors from time to time party thereto, the lenders from time to time party thereto, Citibank, N.A., as administrative agent, and Wells Fargo Bank, National Association, as collateral agent, as the same has been and may hereafter be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.

“2012 Indenture” means that certain Indenture dated as of October 25, 2012, among the Issuer, the guarantors from time to time party thereto, and Wells Fargo Bank, National Association, as trustee and noteholder collateral agent, and any and all successors thereto in either such capacity, as the same has been and may be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.

Section 2. Representations, Warranties and Covenants.

(a) The Assignor hereby warrants and represents that each of the Insurances is in full force and effect and is enforceable in accordance with its terms, and that the Assignor is not in default thereunder. The Assignor hereby further warrants and represents that neither it nor any other Guarantor or other Subsidiary of the Parent has assigned, pledged or in any way created or suffered to be created any security interest in the whole or any part of the right, title and interest hereby assigned, except for this assignment to the Assignee. The Assignor hereby covenants that, without the prior written consent thereto of the Assignee, so long as this Assignment shall remain in effect, it will not, and it will not permit any other Guarantor or Subsidiary of the Parent

	ASSIGNMENT OF INSURANCE – [            ]
-2-

to, assign or pledge the whole or any part of the right, title and interest hereby assigned to anyone other than the Assignee or its successors or assigns, and it will not take or omit to take, or permit any other Guarantor or Subsidiary of the Parent to take or omit to take, any action, the taking or omission of which might result in an alteration or impairment of the Insurances in any material respect, or of this Assignment or of any of the rights created by the Insurances or this Assignment.

(b) The Assignor hereby further covenants and agrees that (i) notice of this Assignment shall be duly given to all underwriters and that where the consent of any underwriter is required pursuant to any of the Insurances assigned hereby it shall be obtained and evidence thereof shall be given to the Assignee, or, in the alternative, that in the case of protection and indemnity coverage the Assignor shall obtain a letter of undertaking by the underwriters or clubs, and (ii) there shall be duly endorsed upon all slips, cover notes, policies, certificates of entry or other instruments issued or to be issued in connection with the Insurances assigned hereby the insurance loss payable clause in the form attached hereto. In all cases (except in the case of protection and indemnity coverage), unless otherwise agreed in writing by the Assignee, such slips, cover notes, notices, certificates of entry or other instruments shall show the Assignee as named assured and shall provide that there will be no recourse against the Assignee for payment of premiums, calls or assessments.

(c) The Assignor agrees that at any time and from time to time the Assignor will promptly and duly execute and deliver any and all such further instruments and documents as the Assignee may reasonably request in order to obtain the full benefits of this Assignment and of the rights and powers herein granted.

(d) Any payments made pursuant to the terms hereof shall be made to such account as may, from time to time, be designated by the Assignee.

Upon entering into an Internal Charter, the Assignor will cause any Internal Charterer to execute and deliver to the Assignee an Assignment of Insurance substantially in the form hereof together with notice thereof, to deliver such notice to underwriters and insurers and to take all actions necessary to perfect and maintain the perfection of the security interest of the Assignee in the insurances assigned thereunder. The obligations of such Internal Charterer to execute and deliver an Assignment of Insurance under the preceding sentence shall be deemed satisfied by the execution and delivery of the Pari Passu Documents. However, the Assignor will deliver, or cause to be delivered, a notice of such Assignment of Insurances by an Internal Charterer to the underwriters.

Section 3. Freedom of Assignee from Obligations. It is hereby expressly agreed that anything herein contained to the contrary notwithstanding, the Assignor shall remain liable under the Insurances to perform all of the obligations assumed by it thereunder and the Assignee shall have no obligation or liability (including, without limitation, any obligation or liability with respect to the payment of premiums, calls or assessments) under the Insurances by reason of or arising out of this Assignment, nor shall the Assignee be required or obligated in any manner to perform or fulfill any obligations of the Assignor under or pursuant to the Insurances or to make any payment or to make any inquiry as to the nature or sufficiency of any payment received by the Assignee or to present or file any claim, or to take any other action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled hereunder at any time or times.

	ASSIGNMENT OF INSURANCE – [            ]
-3-

Section 4. Power of Attorney; Financing Statements. The Assignee, its successors and permitted assigns, are hereby constituted lawful attorneys, irrevocably, with full power (in the name of the Assignor or otherwise) to ask, require, demand, receive, compound and give acquittance for any and all moneys and claims for moneys due and to become due under or arising out of the Insurances, to endorse any check or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings which the Assignee may deem to be necessary or advisable in the premises. Any action or proceeding brought by the Assignee pursuant to any of the provisions hereof or of the Insurances or otherwise, and any claim made by the Assignee hereunder or under the Insurances, may be compromised, withdrawn or otherwise dealt with by the Assignee without any notice to, or approval, of the Assignor. The Assignor hereby irrevocably authorizes the Assignee, at the Assignor’s expense, to file, at any time and from time to time, such financing and continuation statements or perfection papers of similar purpose or effect relating to this Assignment, without the Assignor’s signature, as the Assignee at its option may deem appropriate and appoints the Assignee as the Assignor’s attorney-in-fact to execute any such statements in the Assignor’s name and to perform all other acts which the Assignee may deem appropriate to perfect and continue the security interests conferred hereby. Notwithstanding the foregoing authorization and appointment, Assignor shall at its own expense file all financing and continuation statements or perfection papers of similar purpose or effect and give such notices relating to this Assignment, and perform all other acts, necessary or appropriate to perfect and continue the security interest conferred hereby.

Section 5. Irrevocable Assignment. The powers and authority granted to the Assignee herein have been given for a valuable consideration and are hereby declared to be irrevocable and may not be amended or waived except by an instrument in writing signed by the party against whom enforcement is sought.

Section 6. Conditions of Assignment. Unless and until an Event of Default shall have occurred and be continuing under the Mortgage, covering the Vessel given by the Assignor to the Assignee, as collateral agent and mortgagee, the Assignor shall be entitled to exercise all its rights under the Insurances (subject to the provisions of this Assignment) in all respects as if this Assignment had not been made.

Section 7. Governing Law.

(a) This Assignment shall be construed in accordance with and governed by the laws of the State of New York, United States of America, without regard to its conflict of laws rules (other than Section 5-1401 of the New York General Obligations Law). The Assignor hereby irrevocably submits itself to the non-exclusive jurisdiction of any New York State or Federal court sitting in New York County and any appellate court from any thereof, for the purposes of (and solely for the purposes of) any suit, action or other proceeding arising out of, or relating to, this Assignment or any of the transactions contemplated hereby, hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard in such New York State or Federal court and hereby irrevocably waives, and agrees not to assert, by way of motion,

	ASSIGNMENT OF INSURANCE – [            ]
-4-

as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum, or that the venue of such suit, action or proceeding is improper, or that this Assignment or the subject matter hereof may not be enforced in or by such courts. The Assignor irrevocably consents to the service of any and all process in any such suit, action or proceeding by the mailing of copies of such process to the Assignor at its address specified in Section 8 hereof. The Assignor agrees that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this paragraph shall affect the right of the Assignee to serve legal process in any other manner permitted by law or affect the right of the Assignee to bring any action or proceeding against the Assignor or its property in the courts of any other jurisdiction.

(b) BY ITS SIGNATURE BELOW WRITTEN THE ASSIGNOR HEREBY IRREVOCABLY WAIVES UNDER APPLICABLE LAW ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS ASSIGNMENT, OR ANY OTHER PARI PASSU DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Section 8. Notices. All notices or other communications required or permitted to be made or given hereunder shall be made in writing, in English, and personally delivered to an officer or other responsible employee of the addressee, or sent, by registered air mail, return receipt requested, postage prepaid, facsimile transmission, or other direct written electronic means to the applicable address set forth under such party’s name below, or to such other address as any party hereto may from time to time designate to the others in such manner:

If to the Assignee:

Wells Fargo Bank, N.A.

Corporate, Municipal & Escrow Services

750 N. St. Paul Place, Suite 1750

MAC T9263-170

Dallas, TX 75201

Telephone: (214) 756-7430

FAX: (214) 756-7401

Electronic Mail: Patrick.giordano@wellsfargo.com

with a copy to:

Haynes and Boone, LLP

201 Main St., Suite 2200

Fort Worth, TX 76102

Attention: William D. Greenhill

Telephone: (817) 347-6602

Telecopier: (817) 348-2321

Electronic Mail: william.greenhill@haynesboone.com

	ASSIGNMENT OF INSURANCE – [            ]
-5-

If to the Assignor:

[            ]

[            ]

[            ]

Attention: [            ]

Telephone: [            ]

Telecopier: [            ]

with a copy to:

Fulbright & Jaworski L.L.P.

Fulbright Tower

1301 McKinney, Suite 5100

Houston, Texas 77010

Attention: Joshua P. Agrons, Esq.

Telephone: 1 713 651 5151

Telecopier: 1 713 651 5246

Electronic Mail: jagrons@fulbright.com

Any communication personally delivered shall be deemed to have been validly and effectively given or delivered on the date of such delivery. Any communication transmitted by facsimile, or other direct written electronic means, or by registered air mail, shall be deemed to have been validly and effectively given or delivered on the day when received.

Section 9. Headings. The division of this Assignment into sections and the insertion of headings are for convenience of reference only and shall not affect the interpretation or construction of this Assignment.

Section 10. Termination. This Assignment shall create a continuing security interest and shall (a) remain in full force and effect until the payment in full in cash of the Secured Obligations of the Assignor under, and in accordance with the terms of, the Mortgage, at which time this Assignment shall automatically terminate without any further action by any party; (b) be binding upon the Assignor and its successors, transferees and assigns; and (c) inure, together with the rights and remedies of the Assignee hereunder, to the benefit of and be binding upon, the Assignee and its respective successors, transferees, and assigns. Without limiting the generality of the foregoing clause, when the Assignee assigns or otherwise transfers any interest held by it under the Pari Passu Documents to any other Person pursuant to the terms of the Pari Passu Documents, that other Person shall thereupon become vested with all the benefits held by such Assignee under this Assignment.

Section 11. Incorporation of Protections in Pari Passu Documents. This Assignment shall constitute one of the Pari Passu Documents. Any rights or protections, including, without limitation, all indemnities and rights to reimbursement that may be granted to the Assignee in its capacity as the Pari Passu Collateral Agent under any of the Pari Passu Documents shall be deemed incorporated herein. Any proceeds received by the Assignee upon the exercise of rights hereunder shall be applied by the Assignee in accordance with the terms of the Pari Passu Documents.

	ASSIGNMENT OF INSURANCE – [            ]
-6-

Section 12. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN TO THE CONTRARY, IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF (A) THIS ASSIGNMENT AND (B) ANY OF THE EXISTING INDENTURE, THE 2012 INDENTURE, THE TERM LOAN AGREEMENT, OR THE CREDIT AGREEMENT, THE PROVISIONS OF THE EXISTING INDENTURE, THE 2012 INDENTURE, THE TERM LOAN AGREEMENT, OR THE CREDIT AGREEMENT, AS APPLICABLE, SHALL CONTROL WITH RESPECT THERETO (BUT SHALL NOT CONTROL AS SUCH PROVISION MAY APPLY TO ANY OTHER SUCH INDENTURE OR AGREEMENT), UNLESS THE PROVISIONS OF SUCH INCONSISTENT INDENTURE OR AGREEMENT ARE INCONSISTENT WITH THE INTERCREDITOR AGREEMENT, IN WHICH CASE, THE INTERCREDITOR AGREEMENT SHALL CONTROL.

Section 13. Counterparts. This Assignment and the Acceptance hereof may be executed in one or more counterparts and all such counterparts shall constitute one and the same instrument.

[Remainder of page intentionally left blank]

	ASSIGNMENT OF INSURANCE – [            ]
-7-

IN WITNESS WHEREOF, the Assignor has caused this Assignment to be duly executed, by the Assignor by way of deed, on the date first written above.

EXECUTED AS A DEED by

[            ], as Assignor

By:                                                                                       

Name:

Title:

In the presence of:

Witness:                                                                               

Name:                                                                                   

Occupation:                                                                         

The terms and conditions of

this Assignment are hereby

ACCEPTED BY:

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Pari Passu Collateral Agent, as Assignee

By:                                                                           

Name:

Title:

ASSIGNMENT OF INSURANCE – [            ]

SCHEDULE I

Description of Vessel

OWNER	VESSEL	OFF. NO	FLAG OF DOCUMENTATION
[             ]	[             ]	[             ]	[             ]

ASSIGNMENT OF INSURANCE – [            ]

NOTICE OF ASSIGNMENT

To Whom It May Concern:

[            ] (the “Owner”), owner of the vessel listed on Schedule I attached hereto (the “Vessel”), HEREBY GIVES NOTICE that by an Assignment, dated [            ], and made by the Owner to Wells Fargo Bank, National Association (the “Assignee”), as Pari Passu Collateral Agent, (as defined in the Intercreditor Agreement defined below) the Owner assigned to the Assignee all of the Owner’s right, title and interest in and to all insurances and the benefit of all insurances heretofore, now or hereafter taken out in respect of the Vessel and all proceeds thereof. This Notice and the attached Loss Payable Clauses are to be endorsed on all policies and certificates of entry evidencing such insurances.

“Intercreditor Agreement means that certain Amended and Restated Intercreditor Agreement, dated October 25, 2012, among Wells Fargo Bank, National Association, as collateral agent under the Existing Indenture, the 2012 Indenture, and the Term Loan Agreement, Royal Bank of Canada, as collateral agent under the Credit Agreement, Citibank, N.A., as administrative agent under the Term Loan Agreement, and acknowledged by the Offshore Group Investment Limited, Vantage Drilling Company, and each of the other guarantors party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

[Signature Page Follows]

NOTICE ASSIGNMENT OF INSURANCE – [            ]

[            ]

By:                                                                                       

Name:

Title:

NOTICE ASSIGNMENT OF INSURANCE – [            ]

LOSS PAYABLE CLAUSE

Loss, if any, payable to Wells Fargo Bank, National Association, as Pari Passu Collateral Agent and mortgagee (the “Mortgagee”), respecting any of the vessels AQUAMARINE DRILLER, TOPAZ DRILLER, EMERALD DRILLER, SAPPHIRE DRILLER, PLATINUM EXPLORER and TITANIUM EXPLORER (the “Vessels”), under each respective Ship Mortgage (as defined below) for distribution by the Mortgagee first to itself and then to the owner of such Vessel (the “Owner”) or others as their interests may appear, or order, except that, unless the underwriters have been otherwise instructed by notice in writing from the Mortgagee, in the case of any loss involving any damage to a Vessel or liability of a Vessel, the underwriters may pay directly for the repair, salvage, liability or other charges involved or, if the Owner shall have first fully repaired the damage and paid the cost thereof, or discharged the liability or paid all of the salvage or other charges, then the underwriters may pay the Owner as reimbursement therefor, provided, however, that if such damage involves a loss in excess of U.S. $15,000,000 or its equivalent, the underwriters shall not make such payment without first obtaining the written consent thereto of the Mortgagee.

In the event of an actual or constructive total loss or a compromised or arranged total loss or requisition of title, in each case respecting a Vessel, or if the Mortgagee shall have given notice to underwriters that an Event of Default has occurred and is continuing under the relevant Ship Mortgage on such Vessel, all insurance payments shall be paid to the Mortgagee, for distribution by it to itself and then to the relevant Owner or others as their interests may appear in accordance with the terms of the Ship Mortgage.

“Intercreditor Agreement means that certain Amended and Restated Intercreditor Agreement, dated October 25, 2012, among Wells Fargo Bank, National Association, as collateral agent under the Existing Indenture, the 2012 Indenture, and the Term Loan Agreement, Royal Bank of Canada, as collateral agent under the Credit Agreement, Citibank, N.A., as administrative agent under the Term Loan Agreement, and acknowledged by the Offshore Group Investment Limited, Vantage Drilling Company, and each of the other guarantors party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

“Ship Mortgage” shall have the meaning set forth for such term in the Intercreditor Agreement.

NOTICE OF ASSIGNMENT OF INSURANCE – [             ]

SCHEDULE I

Description of Vessel

OWNER	VESSEL	OFF. NO	FLAG OF DOCUMENTATION
[             ]	[             ]	[             ]	[             ]

NOTICE OF ASSIGNMENT OF INSURANCE – [             ]

EXHIBIT H-2

FORM OF ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

H-2-1

EXHIBIT H-2

FORM OF

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

(this “Assignment”)

[            ]

Each of the entities listed on Schedule I hereto and each entity who in the future becomes an Internal Charterer (as defined in the Mortgage defined below)(such existing Schedule I entities or future entities, each individually is called herein an “Assignor” and collectively, the “Assignors”), in consideration of One Dollar ($1.00) lawful money of the United States of America and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, has sold, assigned, transferred and set over, and by this instrument does sell, assign, transfer and set over unto Wells Fargo Bank, National Association, as (i) Noteholder Collateral Agent pursuant to the terms of the Existing Indenture (defined below) (in such capacity, the “Existing Noteholder Collateral Agent”), as (ii) Noteholder Collateral Agent pursuant to the terms of the 2012 Indenture (defined below) (in such capacity, the “New Noteholder Collateral Agent”), as (iii) Collateral Agent under the Term Loan Agreement (defined below) (in such capacity, the “Lender Collateral Agent”), and (iv) as Collateral Agent pursuant to the terms of the Credit Agreement (in such capacity, the “Collateral Agent”, together with the Existing Noteholder Collateral Agent, the New Noteholder Collateral Agent, and the Lender Collateral Agent, the “Pari Passu Collateral Agent”, as assignee (together with its successors and permitted assigns, in such capacity, the “Assignee), to its own proper use and benefit, and, as security for all of the Secured Obligations of such Assignor under, and in accordance with the terms of the Mortgage (as defined below), and to secure the performance and observance of all agreements, covenants and provisions contained in this Assignment, the Existing Indenture, the 2012 Indenture, the Term Loan Agreement, the Credit Agreement and the other Pari Passu Documents, all right, title and interest of such Assignors under, in and to (i) all insurances in respect of any of the Vessels listed on Schedule I hereto (individually a “Vessel” and collectively, the “Vessels”), whether heretofore, now or hereafter effected, and all renewals of or replacements for the same (the “Insurances”), (ii) all claims, returns of premium and other moneys and claims for moneys due and to become due under or in respect of the Insurances, (iii) all other rights of each such Assignor under or in respect of the Insurances, and (iv) any proceeds of any of the foregoing and all interest and earnings from the investment of any of the foregoing and the proceeds thereof.

The rights and obligations of the Assignors and the Assignee hereunder are governed by the terms of the Intercreditor Agreement (defined below).

Section 1. Certain Definitions. Capitalized terms used herein and not otherwise defined shall be used herein as defined in, or by reference in, the Mortgage (defined below). The following terms shall have the following meanings:

“Credit Agreement” means that certain Credit Agreement dated as of June 21, 2012, among the Issuer, as borrower, the Parent, the guarantors from time to time party thereto (including the Assignor), the lenders from time to time party thereto, and Royal Bank of Canada, as collateral agent, and any and all successors thereto in such capacity, as the same has been and may hereafter be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.

“Existing Indenture” means that certain Indenture dated as of July 30, 2010, among the Issuer, the guarantors from time to time party thereto, and Wells Fargo Bank, National Association, as trustee and noteholder collateral agent, and any and all successors thereto in either such capacity, as the same has been and may be further amended, restated, supplemented.

“Intercreditor Agreement” means that certain Intercreditor Agreement dated October 25, 2012, among Wells Fargo Bank, National Association, as collateral agent under the Existing Indenture, the 2012 Indenture, and the Term Loan Agreement, Royal Bank of Canada, as collateral agent under the Credit Agreement, Citibank, N.A., as administrative agent under the Term Loan Agreement, and acknowledged by the Issuer, Parent, and each of the other guarantors party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

“Mortgage” means that certain First Naval Mortgage, dated October 25, 2012 by the Assignor, as Shipowner in favor of the Assignee, as Pari Passu Collateral Agent, as Mortgagee.

“Term Loan Agreement” means that certain Term Loan Agreement dated as of October 25, 2012, among the Issuer, as co-borrower, the US Borrower (as defined therein), the guarantors from time to time party thereto, the lenders from time to time party thereto, Citibank, N.A., as administrative agent, and Wells Fargo Bank, National Association, as collateral agent, as the same has been and may hereafter be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.

“2012 Indenture” means that certain Indenture dated as of October 25, 2012, among the Issuer, the guarantors from time to time party thereto, and Wells Fargo Bank, National Association, as trustee and noteholder collateral agent, and any and all successors thereto in either such capacity, as the same has been and may be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.

Section 1. Joint and Several Obligation. The obligations of each Assignor hereunder are joint and several and may be enforced separately whether or not enforcement action is or may be taken against any other Assignor.

Section 2. Representations, Warranties and Covenants. Each of the Assignors, jointly and severally, hereby warrants and represents that each of the Insurances is in full force and effect and is enforceable in accordance with its terms, and that such Assignor is not in default thereunder. Each such Assignor hereby further warrants and represents that neither it nor any other Guarantor or other Subsidiary of the Parent has assigned, pledged or in any way created or suffered to be created any security interest in the whole or any part of the right, title and interest hereby assigned, except for this assignment to the Assignee. Each such Assignor hereby covenants that, without the prior written consent thereto of the Assignee, so long as this Assignment shall remain in effect, it will not, and it will not permit any other Guarantor or

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Subsidiary of the Parent to, assign or pledge the whole or any part of the right, title and interest hereby assigned to anyone other than the Assignee or its successors or assigns, and it will not take or omit to take, or permit any other Guarantor or Subsidiary of the Parent to take or omit to take, any action, the taking or omission of which might result in an alteration or impairment of the Insurances in any material respect, or of this Assignment or of any of the rights created by the Insurances or this Assignment.

Each Assignor represents and warrants that all Internal Charterers of the Vessels as of the date hereof are listed on Schedule I hereto.

Each of the Assignors, jointly and severally, hereby further covenants and agrees that (i) notice of this Assignment shall be duly given to all underwriters and that where the consent of any underwriter is required pursuant to any of the Insurances assigned hereby it shall be obtained and evidence thereof shall be given to the Assignee, or, in the alternative, that in the case of protection and indemnity coverage each such Assignor shall obtain a letter of undertaking by the underwriters or clubs, and (ii) there shall be duly endorsed upon all slips, cover notes, policies, certificates of entry or other instruments issued or to be issued in connection with the Insurances assigned hereby the insurance loss payable clause in the form attached hereto. In all cases (except in the case of protection and indemnity coverage), unless otherwise agreed in writing by the Assignee, such slips, cover notes, notices, certificates of entry or other instruments shall show the Assignee as named assured and shall provide that there will be no recourse against the Assignee for payment of premiums, calls or assessments.

Each such Assignor agrees that at any time and from time to time each Assignor will promptly and duly execute and deliver any and all such further instruments and documents as the Assignee may reasonably request in order to obtain the full benefits of this Assignment and of the rights and powers herein granted.

Any payments made pursuant to the terms hereof shall be made to such account as may, from time to time, be designated by the Assignee.

Upon entering into an Internal Charter respecting any Vessel, each such Assignor will cause any Internal Charterer to execute and deliver to the Assignee an Assignment of Insurance substantially in the form hereof together with notice thereof, or to accede to and join this Assignment by executing an Accession Agreement in the form of Exhibit A hereto, to deliver such notice to underwriters and insurers and to take all actions necessary to perfect and maintain the perfection of the security interest of the Assignee in the insurances assigned thereunder. The obligations of any Internal Charterer to execute and deliver an Assignment of Insurance only under the preceding sentence shall be deemed satisfied by the execution and delivery of the Pari Passu Documents. However, the Assignor will deliver, or cause to be delivered, notice of such Assignment of Insurance by an Internal Charterer to the underwriters.

Section 3. Freedom of Assignee from Obligations. It is hereby expressly agreed that anything herein contained to the contrary notwithstanding, each such Assignor shall remain liable under the Insurances to perform all of the obligations assumed by it thereunder and the Assignee shall have no obligation or liability (including, without limitation, any obligation or liability with respect to the payment of premiums, calls or assessments) under the Insurances by

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reason of or arising out of this Assignment, nor shall the Assignee be required or obligated in any manner to perform or fulfill any obligations of such Assignor under or pursuant to the Insurances or to make any payment or to make any inquiry as to the nature or sufficiency of any payment received by the Assignee or to present or file any claim, or to take any other action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled hereunder at any time or times.

Section 4. Power of Attorney; Financing Statements. The Assignee, its successors and permitted assigns, are hereby constituted lawful attorneys, irrevocably, with full power (in the name of such Assignor or otherwise) to ask, require, demand, receive, compound and give acquittance for any and all moneys and claims for moneys due and to become due under or arising out of the Insurances, to endorse any check or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings which the Assignee may deem to be necessary or advisable in the premises. Any action or proceeding brought by the Assignee pursuant to any of the provisions hereof or of the Insurances or otherwise, and any claim made by the Assignee hereunder or under the Insurances, may be compromised, withdrawn or otherwise dealt with by the Assignee without any notice to, or approval, of such Assignor. Each such Assignor hereby irrevocably authorizes the Assignee, at such Assignor’s expense, to file, at any time and from time to time, such financing and continuation statements or perfection papers of similar purpose or effect relating to this Assignment, without such Assignor’s signature, as the Assignee at its option may deem appropriate and appoints the Assignee as the Assignor’s attorney-in-fact to execute any such statements in the Assignor’s name and to perform all other acts which the Assignee may deem appropriate to perfect and continue the security interests conferred hereby. Notwithstanding the foregoing authorization and appointment, each such Assignor shall at their own expense file all financing and continuation statements or perfection papers of similar purpose or effect and give such notices relating to this Assignment, and perform all other acts, necessary or appropriate to perfect and continue the security interest conferred hereby.

Section 5. Irrevocable Assignment. The powers and authority granted to the Assignee herein have been given for a valuable consideration and are hereby declared to be irrevocable and may not be amended or waived except by an instrument in writing signed by the party against whom enforcement is sought.

Section 6. Conditions of Assignment. Unless and until an Event of Default shall have occurred and be continuing under a Mortgage covering such Vessel given by such Assignor to the Assignee, as collateral agent and mortgagee, such Assignor shall be entitled to exercise all its rights under the Insurances (subject to the provisions of this Assignment) in all respects as if this Assignment had not been made.

Section 7. Governing Law.

(a) This Assignment shall be construed in accordance with and governed by the laws of the State of New York, United States of America, without regard to its conflict of laws rules (other than Section 5-1401 of the New York General Obligations Law). Each Assignor hereby irrevocably submits itself to the non-exclusive jurisdiction of any New York State or Federal court sitting in New York County and any appellate court from any thereof, for

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the purposes of (and solely for the purposes of) any suit, action or other proceeding arising out of, or relating to, this Assignment or any of the transactions contemplated hereby, hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard in such New York State or Federal court and hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum, or that the venue of such suit, action or proceeding is improper, or that this Assignment or the subject matter hereof may not be enforced in or by such courts. Each Assignor irrevocably consents to the service of any and all process in any suit, action or proceeding arising out of or relating to this Assignment or any other Pari Passu Document to which such Assignor is a party by the mailing of copies of such process to such Assignor at its address specified in Section 9 hereof. Each Assignor agrees that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this paragraph shall affect the right of the Assignee to serve legal process in any other manner permitted by law or affect the right of the Assignee to bring any action or proceeding against any Assignor or its property in the courts of any other jurisdiction.

(b) BY ITS SIGNATURE BELOW WRITTEN EACH ASSIGNOR HEREBY IRREVOCABLY WAIVES UNDER APPLICABLE LAW ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS ASSIGNMENT, OR ANY OTHER PARI PASSU DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Section 8. Notices. All notices or other communications required or permitted to be made or given hereunder shall be made in writing, in English, and personally delivered to an officer or other responsible employee of the addressee, or sent, by registered air mail, return receipt requested, postage prepaid, facsimile transmission, or other direct written electronic means to the applicable address set forth under such party’s name below, or to such other address as any party hereto may from time to time designate to the others in such manner:

If to the Assignee:

Wells Fargo Bank, N.A.

Corporate, Municipal & Escrow Services

750 N. St. Paul Place, Suite 1750

MAC T9263-170

Dallas, TX 75201

Telephone: (214) 756-7430

Telecopier (214) 756-7401

Electronic Mail: patrick.giordano@wellsfargo.com

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with copy to:

Haynes and Boone, LLP

201 Main St., Suite 2200

Fort Worth, TX 76102

Attention: William D. Greenhill

Telephone: (817) 347-6602

Telecopier: (817) 348-2321

Electronic Mail: william.greenhill@haynesboone.com

If to the Assignor:

Vantage Drilling Company

777 Post Oak Blvd., Suite 800

Houston, Texas 77056

Attention: Douglas Smith, Chief Financial Officer

Telephone: (281) 404-4700

Telecopier: (281) 404-4749

Electronic mail: dsmith@vantagedrilling.com

with a copy to:

Fulbright & Jaworski L.L.P.

Fulbright Tower

1301 McKinney, Suite 5100

Houston, Texas 77010

Attention: Joshua P. Agrons, Esq.

Telephone: 1 713 651 5151

Telecopier: 1 713 651 5246

Electronic Mail: jagrons@fulbright.com

Any communication personally delivered shall be deemed to have been validly and effectively given or delivered on the date of such delivery. Any communication transmitted by facsimile, or other direct written electronic means, or by registered air mail, shall be deemed to have been validly and effectively given or delivered on the day when received.

Section 9. Headings. The division of this Assignment into sections and the insertion of headings are for convenience of reference only and shall not affect the interpretation or construction of this Assignment.

Section 10. Termination. This Assignment shall create a continuing security interest and shall (a) remain in full force and effect until the payment in full in cash of the Secured Obligations of each Assignor under, and in accordance with the terms of, the Pari Passu Documents, at which time this Assignment shall automatically terminate without any further action by any party; (b) be binding upon each Assignor and its successors, transferees and assigns; and (c) inure, together with the rights and remedies of the Assignee hereunder, to the benefit of and be binding upon, the Assignee and its respective successors, transferees, and assigns. Without limiting the generality of the foregoing clause, when the Assignee assigns or otherwise transfers any interest held by it under the Pari Passu Documents to any other Person pursuant to the terms of the Pari Passu Documents, that other Person shall thereupon become vested with all the benefits held by such Assignee under this Assignment.

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Section 11. Incorporation of Protections in Other Pari Passu Documents. This Assignment shall constitute one of the Pari Passu Documents. Any rights or protections, including, without limitation, all indemnities and rights to reimbursement that may be granted to the Assignee in its capacity as the Noteholder Collateral Agent under any of the Pari Passu Documents shall be deemed incorporated herein. Any proceeds received by the Assignee upon the exercise of rights hereunder shall be applied by the Assignee in accordance with the terms of the Intercreditor Agreement.

Section 12. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN TO THE CONTRARY, IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF (A) THIS ASSIGNMENT AND (B) ANY OF THE EXISTING INDENTURE, THE 2012 INDENTURE, THE TERM LOAN AGREEMENT, OR THE CREDIT AGREEMENT, THE PROVISIONS OF THE EXISTING INDENTURE, THE 2012 INDENTURE, THE TERM LOAN AGREEMENT, OR THE CREDIT AGREEMENT, AS APPLICABLE, SHALL CONTROL WITH RESPECT THERETO (BUT SHALL NOT CONTROL AS SUCH PROVISION MAY APPLY TO ANY OTHER SUCH INDENTURE OR AGREEMENT), UNLESS THE PROVISIONS OF SUCH INCONSISTENT INDENTURE OR AGREEMENT ARE INCONSISTENT WITH THE INTERCREDITOR AGREEMENT, IN WHICH CASE, THE INTERCREDITOR AGREEMENT SHALL CONTROL.

Section 13. Counterparts. This Assignment and the Acceptance hereof may be executed in one or more counterparts and all such counterparts shall constitute one and the same instrument.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the Assignors have caused this Assignment to be duly executed, by the Assignors by way of deed, on the date first written above.

EXECUTED AS A DEED by:

OFFSHORE GROUP INVESTMENT LIMITED

By: 

Name:

Title:

In the presence of:

Witness:

Name:

Occupation:

VANTAGE DRILLER I CO.

By: 

Name:

Title:

In the presence of:

Witness:

Name:

Occupation:

VANTAGE DRILLER IV CO.

By:

Name:

Title:

In the presence of:

Witness:

Name:

Occupation:

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

VANTAGE DRILLING NETHERLANDS BV

By: 

Name:

Title:

In the presence of:

Witness:

Name:

Occupation:

VANTAGE DRILLING (MALAYSIA) I SDN.

By: 

Name:

Title:

In the presence of:

Witness:

Name:

Occupation:

VANTAGE DRILLING LABUAN I LTD. SDN.

By: 

Name:

Title:

In the presence of:

Witness:

Name:

Occupation:

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

VANTAGE DEEPWATER DRILLING, INC.

By:                                                                                 

Name:

Title:

In the presence of:                                                          

Witness:                                                                           

Name:                                                                               

Occupation:                                                                    

The terms and conditions of

this Assignment are hereby

ACCEPTED BY:

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Pari Passu Collateral Agent, as Assignee

By:                                                                                  

Name:

Title:

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

SCHEDULE I

Internal Charterer

Offshore Group Investment Limited

Vantage Driller I Co.

Vantage Driller IV Co.

Vantage Drilling Netherlands BV

Vantage Drilling (Malaysia) I SDN

Vantage Drilling Labuan I Ltd

Vantage Deepwater Drilling, Inc.

Vessels:

Aquamarine Driller

Emerald Driller

Sapphire Driller

Topaz Driller

Platinum Explorer

Titanium Explorer

Schedule I

ASSIGNMENT OF INSURANCES BY INTERNAL CHARTERERS

NOTICE OF ASSIGNMENT

To Whom It May Concern:

Offshore Group Investment Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Assignor”), HEREBY GIVES NOTICE that by an Assignment, dated October 25, 2012, and made by the Assignor to Wells Fargo Bank, National Association (the “Assignee”), as Pari Passu Collateral Agent (as defined under the Intercreditor Agreement defined below), the Assignor assigned to the Assignee all of the Assignor’s right, title and interest in and to all insurances and the benefit of all insurances heretofore, now or hereafter taken out in respect its interest, if any, in the Panamanian flag vessels AQUAMARINE DRILLER, SAPPHIRE DRILLER, EMERALD DRILLER and TOPAZ DRILLER and the Bahamian flag vessels TITANIUM EXPLORER and PLATINUM EXPLORER and all proceeds thereof. This Notice and the attached Loss Payable Clauses are to be endorsed on all policies and certificates of entry evidencing such insurances.

“Intercreditor Agreement means that certain Amended and Restated Intercreditor Agreement, dated October 25, 2012, among Wells Fargo Bank, National Association, as collateral agent under the Existing Indenture, the 2012 Indenture, and the Term Loan Agreement, Royal Bank of Canada, as collateral agent under the Credit Agreement, Citibank, N.A., as administrative agent under the Term Loan Agreement, and acknowledged by the Offshore Group Investment Limited, Vantage Drilling Company, and each of the other guarantors party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

[Signature Page Follows]

Notice of Assignment

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

[Offshore Group Investment Limited]

Offshore Group Investment Limited

By:                                                                                                           

Name:

Title:

Notice of Assignment

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

[Offshore Group Investment Limited]

LOSS PAYABLE CLAUSE

Loss, if any, payable to Wells Fargo Bank, National Association, as Pari Passu Collateral Agent and mortgagee (the “Mortgagee”), respecting any of the vessels AQUAMARINE DRILLER, TOPAZ DRILLER, EMERALD DRILLER, SAPPHIRE DRILLER, PLATINUM EXPLORER and TITANIUM EXPLORER (the “Vessels”), under each respective Ship Mortgage (as defined below) for distribution by the Mortgagee first to itself and then to the owner of such Vessel (the “Owner”) or others as their interests may appear, or order, except that, unless the underwriters have been otherwise instructed by notice in writing from the Mortgagee, in the case of any loss involving any damage to a Vessel or liability of a Vessel, the underwriters may pay directly for the repair, salvage, liability or other charges involved or, if the Owner shall have first fully repaired the damage and paid the cost thereof, or discharged the liability or paid all of the salvage or other charges, then the underwriters may pay the Owner as reimbursement therefor, provided, however, that if such damage involves a loss in excess of U.S. $15,000,000 or its equivalent, the underwriters shall not make such payment without first obtaining the written consent thereto of the Mortgagee.

In the event of an actual or constructive total loss or a compromised or arranged total loss or requisition of title, in each case respecting a Vessel, or if the Mortgagee shall have given notice to underwriters that an Event of Default has occurred and is continuing under the relevant Ship Mortgage on such Vessel, all insurance payments shall be paid to the Mortgagee, for distribution by it to itself and then to the relevant Owner or others as their interests may appear in accordance with the terms of the Ship Mortgage.

“Intercreditor Agreement means that certain Amended and Restated Intercreditor Agreement, dated October 25, 2012, among Wells Fargo Bank, National Association, as collateral agent under the Existing Indenture, the 2012 Indenture, and the Term Loan Agreement, Royal Bank of Canada, as collateral agent under the Credit Agreement, Citibank, N.A., as administrative agent under the Term Loan Agreement, and acknowledged by the Offshore Group Investment Limited, Vantage Drilling Company, and each of the other guarantors party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

“Ship Mortgage” shall have the meaning set forth for such term in the Intercreditor Agreement.

Loss Payable Clauses

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

[Offshore Group Investment Limited]

NOTICE OF ASSIGNMENT

To Whom It May Concern:

Vantage Driller I Co., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Assignor”), HEREBY GIVES NOTICE that by an Assignment, dated October 25, 2012, and made by the Assignor to Wells Fargo Bank, National Association (the “Assignee”), as Pari Passu Collateral Agent (as defined under the Intercreditor Agreement defined below), the Assignor assigned to the Assignee all of the Assignor’s right, title and interest in and to all insurances and the benefit of all insurances heretofore, now or hereafter taken out in respect of the Panamanian flag vessel EMERALD DRILLER and all proceeds thereof. This Notice and the attached Loss Payable Clauses are to be endorsed on all policies and certificates of entry evidencing such insurances.

“Intercreditor Agreement means that certain Amended and Restated Intercreditor Agreement, dated October 25, 2012, among Wells Fargo Bank, National Association, as collateral agent under the Existing Indenture, the 2012 Indenture, and the Term Loan Agreement, Royal Bank of Canada, as collateral agent under the Credit Agreement, Citibank, N.A., as administrative agent under the Term Loan Agreement, and acknowledged by the Offshore Group Investment Limited, Vantage Drilling Company, and each of the other guarantors party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

[Signature Page Follows]

Notice of Assignment

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

Vantage Driller I Co.

Vantage Driller I Co.

By:                                                                                                      

Name:

Title:

Notice of Assignment

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

Vantage Driller I Co.

LOSS PAYABLE CLAUSE

Loss, if any, payable to Wells Fargo Bank, National Association, as Pari Passu Collateral Agent and mortgagee (the “Mortgagee”), respecting any of the vessels AQUAMARINE DRILLER, TOPAZ DRILLER, EMERALD DRILLER, SAPPHIRE DRILLER, PLATINUM EXPLORER and TITANIUM EXPLORER (the “Vessels”), under each respective Ship Mortgage (as defined below) for distribution by the Mortgagee first to itself and then to the owner of such Vessel (the “Owner”) or others as their interests may appear, or order, except that, unless the underwriters have been otherwise instructed by notice in writing from the Mortgagee, in the case of any loss involving any damage to a Vessel or liability of a Vessel, the underwriters may pay directly for the repair, salvage, liability or other charges involved or, if the Owner shall have first fully repaired the damage and paid the cost thereof, or discharged the liability or paid all of the salvage or other charges, then the underwriters may pay the Owner as reimbursement therefor, provided, however, that if such damage involves a loss in excess of U.S. $15,000,000 or its equivalent, the underwriters shall not make such payment without first obtaining the written consent thereto of the Mortgagee.

In the event of an actual or constructive total loss or a compromised or arranged total loss or requisition of title, in each case respecting a Vessel, or if the Mortgagee shall have given notice to underwriters that an Event of Default has occurred and is continuing under the relevant Ship Mortgage on such Vessel, all insurance payments shall be paid to the Mortgagee, for distribution by it to itself and then to the relevant Owner or others as their interests may appear in accordance with the terms of the Ship Mortgage.

“Intercreditor Agreement means that certain Amended and Restated Intercreditor Agreement, dated October 25, 2012, among Wells Fargo Bank, National Association, as collateral agent under the Existing Indenture, the 2012 Indenture, and the Term Loan Agreement, Royal Bank of Canada, as collateral agent under the Credit Agreement, Citibank, N.A., as administrative agent under the Term Loan Agreement, and acknowledged by the Offshore Group Investment Limited, Vantage Drilling Company, and each of the other guarantors party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

“Ship Mortgage” shall have the meaning set forth for such term in the Intercreditor Agreement.

Notice of Assignment

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

Vantage Driller I Co.

NOTICE OF ASSIGNMENT

To Whom It May Concern:

Vantage Driller IV Co., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Assignor”), HEREBY GIVES NOTICE that by an Assignment, dated October 25, 2012, and made by the Assignor to Wells Fargo Bank, National Association (the “Assignee”), as Pari Passu Collateral Agent (as defined under the Intercreditor Agreement defined below), the Assignor assigned to the Assignee all of the Assignor’s right, title and interest in and to all insurances and the benefit of all insurances heretofore, now or hereafter taken out in respect of the Panamanian flag vessel TOPAZ DRILLER and all proceeds thereof. This Notice and the attached Loss Payable Clauses are to be endorsed on all policies and certificates of entry evidencing such insurances.

“Intercreditor Agreement means that certain Amended and Restated Intercreditor Agreement, dated October 25, 2012, among Wells Fargo Bank, National Association, as collateral agent under the Existing Indenture, the 2012 Indenture, and the Term Loan Agreement, Royal Bank of Canada, as collateral agent under the Credit Agreement, Citibank, N.A., as administrative agent under the Term Loan Agreement, and acknowledged by the Offshore Group Investment Limited, Vantage Drilling Company, and each of the other guarantors party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

[Signature Page Follows]

Notice of Assignment

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

Vantage Driller IV Co.

Vantage Driller IV Co.

By:                                                                                                      

Name:

Title:

Notice of Assignment

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

Vantage Driller IV Co.

LOSS PAYABLE CLAUSE

Loss, if any, payable to Wells Fargo Bank, National Association, as Pari Passu Collateral Agent and mortgagee (the “Mortgagee”), respecting any of the vessels AQUAMARINE DRILLER, TOPAZ DRILLER, EMERALD DRILLER, SAPPHIRE DRILLER, PLATINUM EXPLORER and TITANIUM EXPLORER (the “Vessels”), under each respective Ship Mortgage (as defined below) for distribution by the Mortgagee first to itself and then to the owner of such Vessel (the “Owner”) or others as their interests may appear, or order, except that, unless the underwriters have been otherwise instructed by notice in writing from the Mortgagee, in the case of any loss involving any damage to a Vessel or liability of a Vessel, the underwriters may pay directly for the repair, salvage, liability or other charges involved or, if the Owner shall have first fully repaired the damage and paid the cost thereof, or discharged the liability or paid all of the salvage or other charges, then the underwriters may pay the Owner as reimbursement therefor, provided, however, that if such damage involves a loss in excess of U.S. $15,000,000 or its equivalent, the underwriters shall not make such payment without first obtaining the written consent thereto of the Mortgagee.

In the event of an actual or constructive total loss or a compromised or arranged total loss or requisition of title, in each case respecting a Vessel, or if the Mortgagee shall have given notice to underwriters that an Event of Default has occurred and is continuing under the relevant Ship Mortgage on such Vessel, all insurance payments shall be paid to the Mortgagee, for distribution by it to itself and then to the relevant Owner or others as their interests may appear in accordance with the terms of the Ship Mortgage.

“Intercreditor Agreement means that certain Amended and Restated Intercreditor Agreement, dated October 25, 2012, among Wells Fargo Bank, National Association, as collateral agent under the Existing Indenture, the 2012 Indenture, and the Term Loan Agreement, Royal Bank of Canada, as collateral agent under the Credit Agreement, Citibank, N.A., as administrative agent under the Term Loan Agreement, and acknowledged by the Offshore Group Investment Limited, Vantage Drilling Company, and each of the other guarantors party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

“Ship Mortgage” shall have the meaning set forth for such term in the Intercreditor Agreement.

Notice of Assignment

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

Vantage Driller IV Co.

NOTICE OF ASSIGNMENT

To Whom It May Concern:

Vantage Drilling Netherlands BV, an exempted company incorporated with limited liability under the laws of the Netherlands (the “Assignor”), HEREBY GIVES NOTICE that by an Assignment, dated October 25, 2012, and made by the Assignor to Wells Fargo Bank, National Association (the “Assignee”), as Pari Passu Collateral Agent (as defined under the Intercreditor Agreement defined below), the Assignor assigned to the Assignee all of the Assignor’s right, title and interest in and to all insurances and the benefit of all insurances heretofore, now or hereafter taken out in respect of the Panamanian flag vessel EMERALD DRILLER and all proceeds thereof. This Notice and the attached Loss Payable Clauses are to be endorsed on all policies and certificates of entry evidencing such insurances.

“Intercreditor Agreement means that certain Amended and Restated Intercreditor Agreement, dated October 25, 2012, among Wells Fargo Bank, National Association, as collateral agent under the Existing Indenture, the 2012 Indenture, and the Term Loan Agreement, Royal Bank of Canada, as collateral agent under the Credit Agreement, Citibank, N.A., as administrative agent under the Term Loan Agreement, and acknowledged by the Offshore Group Investment Limited, Vantage Drilling Company, and each of the other guarantors party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

[Signature Page Follows]

Notice of Assignment

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

Vantage Drilling Netherlands BV

Vantage Drilling Netherlands BV

By:                                                                                                  

Name:

Title:

Notice of Assignment

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

Vantage Drilling Netherlands BV

LOSS PAYABLE CLAUSE

Loss, if any, payable to Wells Fargo Bank, National Association, as Pari Passu Collateral Agent and mortgagee (the “Mortgagee”), respecting any of the vessels AQUAMARINE DRILLER, TOPAZ DRILLER, EMERALD DRILLER, SAPPHIRE DRILLER, PLATINUM EXPLORER and TITANIUM EXPLORER (the “Vessels”), under each respective Ship Mortgage (as defined below) for distribution by the Mortgagee first to itself and then to the owner of such Vessel (the “Owner”) or others as their interests may appear, or order, except that, unless the underwriters have been otherwise instructed by notice in writing from the Mortgagee, in the case of any loss involving any damage to a Vessel or liability of a Vessel, the underwriters may pay directly for the repair, salvage, liability or other charges involved or, if the Owner shall have first fully repaired the damage and paid the cost thereof, or discharged the liability or paid all of the salvage or other charges, then the underwriters may pay the Owner as reimbursement therefor, provided, however, that if such damage involves a loss in excess of U.S. $15,000,000 or its equivalent, the underwriters shall not make such payment without first obtaining the written consent thereto of the Mortgagee.

In the event of an actual or constructive total loss or a compromised or arranged total loss or requisition of title, in each case respecting a Vessel, or if the Mortgagee shall have given notice to underwriters that an Event of Default has occurred and is continuing under the relevant Ship Mortgage on such Vessel, all insurance payments shall be paid to the Mortgagee, for distribution by it to itself and then to the relevant Owner or others as their interests may appear in accordance with the terms of the Ship Mortgage.

“Intercreditor Agreement means that certain Amended and Restated Intercreditor Agreement, dated October 25, 2012, among Wells Fargo Bank, National Association, as collateral agent under the Existing Indenture, the 2012 Indenture, and the Term Loan Agreement, Royal Bank of Canada, as collateral agent under the Credit Agreement, Citibank, N.A., as administrative agent under the Term Loan Agreement, and acknowledged by the Offshore Group Investment Limited, Vantage Drilling Company, and each of the other guarantors party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

“Ship Mortgage” shall have the meaning set forth for such term in the Intercreditor Agreement.

Notice of Assignment

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

Vantage Drilling Netherlands BV

NOTICE OF ASSIGNMENT

To Whom It May Concern:

Vantage Drilling (Malaysia) I SDN, a private company limited by shares duly incorporated with limited liability under the laws of Malaysia (the “Assignor”), HEREBY GIVES NOTICE that by an Assignment, dated October 25, 2012, and made by the Assignor to Wells Fargo Bank, National Association (the “Assignee”), as Pari Passu Collateral Agent (as defined under the Intercreditor Agreement defined below), the Assignor assigned to the Assignee all of the Assignor’s right, title and interest in and to all insurances and the benefit of all insurances heretofore, now or hereafter taken out in respect of the Panamanian flag vessels AQUAMARINE DRILLER and TOPAZ DRILLER and all proceeds thereof. This Notice and the attached Loss Payable Clauses are to be endorsed on all policies and certificates of entry evidencing such insurances.

“Intercreditor Agreement means that certain Amended and Restated Intercreditor Agreement, dated October 25, 2012, among Wells Fargo Bank, National Association, as collateral agent under the Existing Indenture, the 2012 Indenture, and the Term Loan Agreement, Royal Bank of Canada, as collateral agent under the Credit Agreement, Citibank, N.A., as administrative agent under the Term Loan Agreement, and acknowledged by the Offshore Group Investment Limited, Vantage Drilling Company, and each of the other guarantors party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

[Signature Page Follows]

Notice of Assignment

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

Vantage Drilling (Malaysia) I SDN

Vantage Drilling (Malaysia) I SDN

By:                                                                                                           

Name:

Title:

Notice of Assignment

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

Vantage Drilling (Malaysia) I SDN

LOSS PAYABLE CLAUSE

Loss, if any, payable to Wells Fargo Bank, National Association, as Pari Passu Collateral Agent and mortgagee (the “Mortgagee”), respecting any of the vessels AQUAMARINE DRILLER, TOPAZ DRILLER, EMERALD DRILLER, SAPPHIRE DRILLER, PLATINUM EXPLORER and TITANIUM EXPLORER (the “Vessels”), under each respective Ship Mortgage (as defined below) for distribution by the Mortgagee first to itself and then to the owner of such Vessel (the “Owner”) or others as their interests may appear, or order, except that, unless the underwriters have been otherwise instructed by notice in writing from the Mortgagee, in the case of any loss involving any damage to a Vessel or liability of a Vessel, the underwriters may pay directly for the repair, salvage, liability or other charges involved or, if the Owner shall have first fully repaired the damage and paid the cost thereof, or discharged the liability or paid all of the salvage or other charges, then the underwriters may pay the Owner as reimbursement therefor, provided, however, that if such damage involves a loss in excess of U.S. $15,000,000 or its equivalent, the underwriters shall not make such payment without first obtaining the written consent thereto of the Mortgagee.

In the event of an actual or constructive total loss or a compromised or arranged total loss or requisition of title, in each case respecting a Vessel, or if the Mortgagee shall have given notice to underwriters that an Event of Default has occurred and is continuing under the relevant Ship Mortgage on such Vessel, all insurance payments shall be paid to the Mortgagee, for distribution by it to itself and then to the relevant Owner or others as their interests may appear in accordance with the terms of the Ship Mortgage.

“Intercreditor Agreement means that certain Amended and Restated Intercreditor Agreement, dated October 25, 2012, among Wells Fargo Bank, National Association, as collateral agent under the Existing Indenture, the 2012 Indenture, and the Term Loan Agreement, Royal Bank of Canada, as collateral agent under the Credit Agreement, Citibank, N.A., as administrative agent under the Term Loan Agreement, and acknowledged by the Offshore Group Investment Limited, Vantage Drilling Company, and each of the other guarantors party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

“Ship Mortgage” shall have the meaning set forth for such term in the Intercreditor Agreement.

Notice of Assignment

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

Vantage Drilling (Malaysia) I SDN

NOTICE OF ASSIGNMENT

To Whom It May Concern:

Vantage Drilling Labuan I Ltd, a Labuan company limited by shares duly incorporated under the laws of Malaysia (the “Assignor”), HEREBY GIVES NOTICE that by an Assignment, dated October 25, 2012, and made by the Assignor to Wells Fargo Bank, National Association (the “Assignee”), as Pari Passu Collateral Agent (as defined under the Intercreditor Agreement defined below), the Assignor assigned to the Assignee all of the Assignor’s right, title and interest in and to all insurances and the benefit of all insurances heretofore, now or hereafter taken out in respect of the Panamanian flag vessels AQUAMARINE DRILLER and TOPAZ DRILLER and all proceeds thereof. This Notice and the attached Loss Payable Clauses are to be endorsed on all policies and certificates of entry evidencing such insurances.

“Intercreditor Agreement means that certain Amended and Restated Intercreditor Agreement, dated October 25, 2012, among Wells Fargo Bank, National Association, as collateral agent under the Existing Indenture, the 2012 Indenture, and the Term Loan Agreement, Royal Bank of Canada, as collateral agent under the Credit Agreement, Citibank, N.A., as administrative agent under the Term Loan Agreement, and acknowledged by the Offshore Group Investment Limited, Vantage Drilling Company, and each of the other guarantors party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

[Signature Page Follows]

Notice of Assignment

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

Vantage Drilling Labuan I Ltd

Vantage Drilling Labuan I Ltd

By:                                                                                     

Name:

Title:

Notice of Assignment

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

Vantage Drilling Labuan I Ltd

LOSS PAYABLE CLAUSE

Loss, if any, payable to Wells Fargo Bank, National Association, as Pari Passu Collateral Agent and mortgagee (the “Mortgagee”), respecting any of the vessels AQUAMARINE DRILLER, TOPAZ DRILLER, EMERALD DRILLER, SAPPHIRE DRILLER, PLATINUM EXPLORER and TITANIUM EXPLORER (the “Vessels”), under each respective Ship Mortgage (as defined below) for distribution by the Mortgagee first to itself and then to the owner of such Vessel (the “Owner”) or others as their interests may appear, or order, except that, unless the underwriters have been otherwise instructed by notice in writing from the Mortgagee, in the case of any loss involving any damage to a Vessel or liability of a Vessel, the underwriters may pay directly for the repair, salvage, liability or other charges involved or, if the Owner shall have first fully repaired the damage and paid the cost thereof, or discharged the liability or paid all of the salvage or other charges, then the underwriters may pay the Owner as reimbursement therefor, provided, however, that if such damage involves a loss in excess of U.S. $15,000,000 or its equivalent, the underwriters shall not make such payment without first obtaining the written consent thereto of the Mortgagee.

In the event of an actual or constructive total loss or a compromised or arranged total loss or requisition of title, in each case respecting a Vessel, or if the Mortgagee shall have given notice to underwriters that an Event of Default has occurred and is continuing under the relevant Ship Mortgage on such Vessel, all insurance payments shall be paid to the Mortgagee, for distribution by it to itself and then to the relevant Owner or others as their interests may appear in accordance with the terms of the Ship Mortgage.

“Intercreditor Agreement means that certain Amended and Restated Intercreditor Agreement, dated October 25, 2012, among Wells Fargo Bank, National Association, as collateral agent under the Existing Indenture, the 2012 Indenture, and the Term Loan Agreement, Royal Bank of Canada, as collateral agent under the Credit Agreement, Citibank, N.A., as administrative agent under the Term Loan Agreement, and acknowledged by the Offshore Group Investment Limited, Vantage Drilling Company, and each of the other guarantors party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

“Ship Mortgage” shall have the meaning set forth for such term in the Intercreditor Agreement.

Notice of Assignment

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

Vantage Drilling Labuan I Ltd

NOTICE OF ASSIGNMENT

To Whom It May Concern:

Vantage Deepwater Drilling Inc., a Delaware corporation (the “Assignor”), HEREBY GIVES NOTICE that by an Assignment, dated October 25, 2012, and made by the Assignor to Wells Fargo Bank, National Association (the “Assignee”), as Pari Passu Collateral Agent (as defined under the Intercreditor Agreement defined below), the Assignor assigned to the Assignee all of the Assignor’s right, title and interest in and to all insurances and the benefit of all insurances heretofore, now or hereafter taken out in respect of the Bahamian flag vessel TITANIUM EXPLORER and all proceeds thereof. This Notice and the attached Loss Payable Clauses are to be endorsed on all policies and certificates of entry evidencing such insurances.

“Intercreditor Agreement means that certain Amended and Restated Intercreditor Agreement, dated October 25, 2012, among Wells Fargo Bank, National Association, as collateral agent under the Existing Indenture, the 2012 Indenture, and the Term Loan Agreement, Royal Bank of Canada, as collateral agent under the Credit Agreement, Citibank, N.A., as administrative agent under the Term Loan Agreement, and acknowledged by the Offshore Group Investment Limited, Vantage Drilling Company, and each of the other guarantors party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

[Signature Page Follows]

Notice of Assignment

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

Vantage Deepwater Drilling Inc.

Vantage Deepwater Drilling, Inc.

By:                                                                                   

Name:

Title:

Notice of Assignment

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

Vantage Deepwater Drilling Inc.

LOSS PAYABLE CLAUSE

Loss, if any, payable to Wells Fargo Bank, National Association, as Pari Passu Collateral Agent and mortgagee (the “Mortgagee”), respecting any of the vessels AQUAMARINE DRILLER, TOPAZ DRILLER, EMERALD DRILLER, SAPPHIRE DRILLER, PLATINUM EXPLORER and TITANIUM EXPLORER (the “Vessels”), under each respective Ship Mortgage (as defined below) for distribution by the Mortgagee first to itself and then to the owner of such Vessel (the “Owner”) or others as their interests may appear, or order, except that, unless the underwriters have been otherwise instructed by notice in writing from the Mortgagee, in the case of any loss involving any damage to a Vessel or liability of a Vessel, the underwriters may pay directly for the repair, salvage, liability or other charges involved or, if the Owner shall have first fully repaired the damage and paid the cost thereof, or discharged the liability or paid all of the salvage or other charges, then the underwriters may pay the Owner as reimbursement therefor, provided, however, that if such damage involves a loss in excess of U.S. $15,000,000 or its equivalent, the underwriters shall not make such payment without first obtaining the written consent thereto of the Mortgagee.

In the event of an actual or constructive total loss or a compromised or arranged total loss or requisition of title, in each case respecting a Vessel, or if the Mortgagee shall have given notice to underwriters that an Event of Default has occurred and is continuing under the relevant Ship Mortgage on such Vessel, all insurance payments shall be paid to the Mortgagee, for distribution by it to itself and then to the relevant Owner or others as their interests may appear in accordance with the terms of the Ship Mortgage.

“Intercreditor Agreement means that certain Amended and Restated Intercreditor Agreement, dated October 25, 2012, among Wells Fargo Bank, National Association, as collateral agent under the Existing Indenture, the 2012 Indenture, and the Term Loan Agreement, Royal Bank of Canada, as collateral agent under the Credit Agreement, Citibank, N.A., as administrative agent under the Term Loan Agreement, and acknowledged by the Offshore Group Investment Limited, Vantage Drilling Company, and each of the other guarantors party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

“Ship Mortgage” shall have the meaning set forth for such term in the Intercreditor Agreement.

Notice of Assignment

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

Vantage Deepwater Drilling Inc.

EXHIBIT A

ACCESSION AGREEMENT FOR

ASSIGNMENT OF INSURANCES BY INTERNAL CHARTERERS

ACCESSION AGREEMENT FOR ASSIGNMENT OF INSURANCES BY INTERNAL CHARTERERS, dated effective as of [            ]             , 2012 (this “Accession Agreement”), by [relevant assignor] (the “New Assignor”), and Wells Fargo Bank, National Association, as Pari Passu Collateral Agent (together with its successors and permitted assigns, in such capacity, the “Assignee”).

WHEREAS:

A. The Assignors listed on Schedule A to this Accession Agreement and the Assignee are parties to the Assignment of Insurances by Internal Charterers dated October 25, 2012 (the “Original Assignment”).

B. The New Assignor wishes to accede to and subject itself to the Original Assignment, be bound by the terms of the Original Assignment and to include (i) the [Panamanian / Bahamian] flag vessel, “[vessel name]”, in the list of “Vessels” described on Schedule I to the Original Assignment, and (ii) [relevant assignor], as an additional assignor on Schedule I to the Original Assignment.

C. Defined Terms. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Original Assignment.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the New Assignor and the Assignee hereby agree as follows:

1. The New Assignor hereby becomes an Assignor of any and all obligations under the Original Assignment, as may be subsequently amended, modified or supplemented from time to time.

2. The New Assignor hereby acknowledges, agrees and confirms that, by its execution of this Accession Agreement, the New Assignor (i) will be deemed to be a party to the Original Assignment as an Assignor, (ii) agrees to be listed as an Internal Charterer on Schedule 1 to the Original Assignment, (iii) agrees to have the [vessel name] listed as a Vessel on Schedule 1 to the Original Assignment, (iv) grants, as an Assignor and with respect to the [vessel name], the security interest created by the Original Assignment and, from and after the date hereof, and (v) shall have all of the obligations, rights, remedies and benefits of an Assignor under the Original Assignment as if it had executed the Original Assignment. The New Assignor hereby ratifies, as of the date hereof, confirms and agrees to be bound by, all of the terms, provisions and conditions applicable to an Assignee contained in the Original Assignment.

ACCESSION AGREEMENT FOR ASSIGNMENT OF INSURANCES BY INTERNAL CHARTERERS (            )

3. The New Assignor hereby agrees to comply with the terms and conditions of the Original Assignment.

4. The New Assignor shall deliver the Notice of Assignment and related Loss Payable Clause in the form attached hereto.

5. This Accession Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract.

6. This Accession Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

[Remainder of page intentionally left blank.]

ACCESSION AGREEMENT FOR ASSIGNMENT OF INSURANCES BY INTERNAL CHARTERERS (            )

IN WITNESS WHEREOF, the New Assignor has caused this Accession Agreement to be duly executed, by it by way of deed, on the date first written above.

EXECUTED AS A DEED by:

[RELEVANT ASSIGNOR]

By:                                                                                                  

Name:                                                                                            

Title:                                                                                              

In the presence of:                                                                     

Witness:                                                                                 

Name:                                                                                   

Occupation:                                                                           

The terms and conditions of

this Accession Agreement are hereby

ACCEPTED BY:

Wells Fargo Bank, National Association,

as Pari Passu Collateral Agent, as Assignee

By:

Name:

Title:

SIGNATURE PAGE TO ACCESSION AGREEMENT FOR ASSIGNMENT OF INSURANCES BY INTERNAL CHARTERERS (            )

Schedule A –Assignors

Offshore Group Investment Limited

Vantage Driller I Co.

Vantage Driller IV Co.

Vantage Drilling Netherlands BV

Vantage Drilling Labuan I Ltd

Vantage Drilling (Malaysia) I SDN

Vantage Deepwater Drilling, Inc.

SCHEDULE A TO ACCESSION AGREEMENT FOR ASSIGNMENT OF INSURANCES BY INTERNAL CHARTERERS (            )

NOTICE OF ASSIGNMENT

To Whom It May Concern:

[     ]., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Assignor”), HEREBY GIVES NOTICE that by an Assignment, dated [     ], and made by the Assignor to Wells Fargo Bank, National Association (the “Assignee”), as Pari Passu Collateral Agent (as defined under the Intercreditor Agreement defined below), the Assignor assigned to the Assignee all of the Assignor’s right, title and interest in and to all insurances and the benefit of all insurances heretofore, now or hereafter taken out in respect of the [Panamanian/Bahamian flag vessel [     ] and all proceeds thereof. This Notice and the attached Loss Payable Clauses are to be endorsed on all policies and certificates of entry evidencing such insurances.

“Intercreditor Agreement means that certain Amended and Restated Intercreditor Agreement, dated October 25, 2012, among Wells Fargo Bank, National Association, as collateral agent under the Existing Indenture, the 2012 Indenture, and the Term Loan Agreement, Royal Bank of Canada, as collateral agent under the Credit Agreement, Citibank, N.A., as administrative agent under the Term Loan Agreement, and acknowledged by the Offshore Group Investment Limited, Vantage Drilling Company, and each of the other guarantors party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

[Signature Page Follows]

Notice of Assignment

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

Vantage Driller I Co.

[                     ]

By:                                                                                   

Name:

Title:

Notice of Assignment

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

Vantage Driller I Co.

LOSS PAYABLE CLAUSE

Loss, if any, payable to Wells Fargo Bank, National Association, as Pari Passu Collateral Agent and mortgagee (the “Mortgagee”), respecting any of the vessels [     ], AQUAMARINE DRILLER, TOPAZ DRILLER, EMERALD DRILLER, SAPPHIRE DRILLER, PLATINUM EXPLORER and TITANIUM EXPLORER (the “Vessels”), under each respective Ship Mortgage (as defined below) for distribution by the Mortgagee first to itself and then to the owner of such Vessel (the “Owner”) or others as their interests may appear, or order, except that, unless the underwriters have been otherwise instructed by notice in writing from the Mortgagee, in the case of any loss involving any damage to a Vessel or liability of a Vessel, the underwriters may pay directly for the repair, salvage, liability or other charges involved or, if the Owner shall have first fully repaired the damage and paid the cost thereof, or discharged the liability or paid all of the salvage or other charges, then the underwriters may pay the Owner as reimbursement therefor, provided, however, that if such damage involves a loss in excess of U.S. $15,000,000 or its equivalent, the underwriters shall not make such payment without first obtaining the written consent thereto of the Mortgagee.

In the event of an actual or constructive total loss or a compromised or arranged total loss or requisition of title, in each case respecting a Vessel, or if the Mortgagee shall have given notice to underwriters that an Event of Default has occurred and is continuing under the relevant Ship Mortgage on such Vessel, all insurance payments shall be paid to the Mortgagee, for distribution by it to itself and then to the relevant Owner or others as their interests may appear in accordance with the terms of the Ship Mortgage.

“Intercreditor Agreement means that certain Amended and Restated Intercreditor Agreement, dated October 25, 2012, among Wells Fargo Bank, National Association, as collateral agent under the Existing Indenture, the 2012 Indenture, and the Term Loan Agreement, Royal Bank of Canada, as collateral agent under the Credit Agreement, Citibank, N.A., as administrative agent under the Term Loan Agreement, and acknowledged by the Offshore Group Investment Limited, Vantage Drilling Company, and each of the other guarantors party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

“Ship Mortgage” shall have the meaning set forth for such term in the Intercreditor Agreement.

ACCESSION AGREEMENT FOR ASSIGNMENT OF INSURANCES BY INTERNAL CHARTERERS

EXHIBIT I-1

FORM OF ASSIGNMENT OF EARNINGS - OWNER

I-1-1

EXHIBIT I-1

FORM OF

ASSIGNMENT OF EARNINGS

(this “Assignment”)

[Name of Shipowner]

[                     ]

[Name of Shipowner] with an address at: [                     ](the “Assignor”), the owner of the vessel listed on Schedule I attached hereto (the “Vessel”), in consideration of One Dollar ($1.00) lawful money of the United States of America and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, has sold, assigned, transferred and set over, and by this instrument does sell, assign, transfer and set over unto Wells Fargo Bank, National Association, as (i) Noteholder Collateral Agent pursuant to the terms of the Existing Indenture (defined below) (in such capacity, the “Existing Noteholder Collateral Agent”), as (ii) Noteholder Collateral Agent pursuant to the terms of the 2012 Indenture (defined below) (in such capacity, the “New Noteholder Collateral Agent”), as (iii) Collateral Agent under the Term Loan Agreement (defined below) (in such capacity, the “Lender Collateral Agent”), and (iv) as Collateral Agent pursuant to the terms of the Credit Agreement (in such capacity, the “Collateral Agent”, together with the Existing Noteholder Collateral Agent, the New Noteholder Collateral Agent, and the Lender Collateral Agent, the “Pari Passu Collateral Agent”, as assignee (together with its successors and permitted assigns, in such capacity, the “Assignee”), to its own proper use and benefit and does hereby grant to the Assignee a security interest in all the right, title, interest, claim and demand of the Assignor in and to (i) all freights, hire and other moneys earned and to be earned, due or to become due, or paid or payable to, or for the account of, the Assignor, of whatsoever nature, arising out of or as a result of the use, operation, pooling or chartering (whether by Internal Charter, Permitted Third Party Charter or otherwise) by the Assignor or its agents of the Vessel, including, without limitation, all rights arising out of the owner’s lien on cargoes and subfreights thereunder, (ii) all moneys and claims for moneys due and to become due to the Assignor, and all claims for damages, arising out of the breach of any and all present and future drilling contracts, Internal Charters, Permitted Third Party Charters, other charter parties, pooling arrangements, bills of lading, contracts and other engagements of affreightment or for the carriage or transportation of cargo, and operations of every kind whatsoever of the Vessel and in and to any and all claims and causes of action for money, loss or damages that may accrue or belong to the Assignor, its successors or assigns, arising out of or in any way connected with the present or future use, operation, pooling or chartering of the Vessel or arising out of or in any way connected with any and all present and future requisitions, drilling contracts, Internal Charters, Permitted Third Party Charters, charter parties, pooling arrangements, bills of lading, contracts and other engagements of affreightment or for the carriage or transportation of cargo, and other operations of the Vessel, (iii) all moneys and claims due and to become due to the Assignor, and all claims for damages and all insurances and other proceeds, in respect of the actual or constructive total loss of or requisition of use of or title to the Vessel, and (iv) any proceeds of any of the foregoing and all interest and earnings from the investment of any of the foregoing and the proceeds thereof.

ASSIGNMENT OF EARNINGS - [            ]

The rights and obligations of the Assignee and the Assignor hereunder are governed by the terms of the Intercreditor Agreement (defined below).

Capitalized terms used herein and not otherwise defined shall be used herein as defined in, or by reference in, the Mortgage (as defined below). The following terms shall have the following meanings:

“Credit Agreement” means that certain Credit Agreement dated as of June 21, 2012, among the Issuer, as borrower, the Parent, the guarantors from time to time party thereto (including the Assignor), the lenders from time to time party thereto, and Royal Bank of Canada, as collateral agent, and any and all successors thereto in such capacity, as the same has been and may hereafter be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.

“Existing Indenture” means that certain Indenture dated as of July 30, 2010, among the Issuer, the guarantors from time to time party thereto, and Wells Fargo Bank, National Association, as trustee and noteholder collateral agent, and any and all successors thereto in either such capacity, as the same has been and may be further amended, restated, supplemented.

“Intercreditor Agreement” means that certain Intercreditor Agreement dated October 25, 2012, among Wells Fargo Bank, National Association, as collateral agent under the Existing Indenture, the 2012 Indenture, and the Term Loan Agreement, Royal Bank of Canada, as collateral agent under the Credit Agreement, Citibank, N.A., as administrative agent under the Term Loan Agreement, and acknowledged by the Issuer, Parent, and each of the other guarantors party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

“Mortgage” means that certain priority ship mortgage, dated [                     ]by                     the Assignor, as Shipowner, in favor of the Assignee, as Pari Passu Collateral Agent, as Mortgagee.

“Term Loan Agreement” means that certain Term Loan Agreement dated as of October 25, 2012, among the Issuer, as co-borrower, the US Borrower (as defined therein), the guarantors from time to time party thereto, the lenders from time to time party thereto, Citibank, N.A., as administrative agent, and Wells Fargo Bank, National Association, as collateral agent, as the same has been and may hereafter be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.

“2012 Indenture” means that certain Indenture dated as of October 25, 2012, among the Issuer, the guarantors from time to time party thereto, and Wells Fargo Bank, National Association, as trustee and noteholder collateral agent, and any and all successors thereto in either such capacity, as the same has been and may be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.

Recital. This Assignment is given as security for all of the Secured Obligations (as defined in the Mortgage) of the Assignor under and in accordance with the terms of the Pari Passu Documents (as defined in the Mortgage), and to secure as well the performance and observance of all agreements, covenants and provisions contained in this Assignment, the Mortgage and the other Pari Passu Documents.

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Section 1. Representations and Warranties. The Assignor hereby represents and warrants to the Assignee, as an inducement to the Assignee to accept this Assignment, that neither the whole nor any part of the right, title and interest hereby assigned is the subject of any present assignment, security interest or pledge other than any assignments for the benefit of the Assignee.

Section 2. Covenants. The Assignor hereby covenants to the Assignee that:

(a) Without derogation of the rights of the Assignee under Section 5 hereof, the Assignor will issue instructions to any operator or charterer and other obligors directly, and specifically authorize and direct any operator or charterer or other obligor to, make payment of all of the freights, hire and other moneys hereby assigned directly to an Earnings Account in accordance with the Pari Passu Documents, or as otherwise directed from time to time by the Assignee; provided that, if the terms of a drilling contract, Permitted Third Party Charter, or local law covering the Vessel require that such moneys hereby assigned be paid to a non-United States bank account by the counterparty to such drilling contract or Permitted Third Party Charter, this covenant shall not be deemed violated if to the extent required by and in accordance with the terms of the Pari Passu Documents, funds standing to the credit of such account are transferred after deposit thereof in the jurisdiction in which the account is located to an account that qualifies as an Earnings Account.

(b) The Assignor shall notify the Assignee promptly in writing of any and all Internal Charters, Permitted Third Party Charter, and other bareboat charter parties, time charter parties or series of successive voyage charter parties, drilling contracts, contracts of affreightment or pooling arrangements entered into by the Assignor or by a charterer under a Permitted Third Party Charter respecting the Vessel. The Assignor shall also provide the Assignee with a true and complete copy of such agreements specified in this paragraph (b) upon the Assignee’s request.

(c) The Assignor shall cause (x) any Internal Charterer of the Vessel to execute and deliver to the Assignee an assignment of all freights, hires, earnings (and proceeds thereof) payable to such Internal Charterer under a Drilling Contract or another Internal Charter respecting the Vessel and (y) such assignment in favor of the Assignee to be perfected. The obligations of the Assignor under this Section 3(c) shall be deemed satisfied by the execution and delivery of the Guarantees (as such term is defined in the Mortgage) and the other documents and instruments contemplated to be entered into by a Guarantor.

(d) So long as this Assignment is in effect, the Assignor shall not assign, grant a security interest in or pledge the whole or any part of the right, title and interest hereby assigned to anyone other than the Assignee, its successors, endorsees and/or permitted assigns, without the prior written consent of the Assignee, and the Assignor shall not take or omit to take any action, the taking or omission of which might result in any material alteration or impairment of this Assignment or any of the rights created by this Assignment.

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(e) The Assignor covenants and agrees with the Assignee that the Assignor will (i) use commercially reasonable efforts to duly perform and observe all of the terms and provisions of any drilling contract, Internal Charter, Permitted Third Party Charter, other charter, contract of affreightment or pooling arrangement on the part of such Assignor to be performed or observed, and (ii) clearly record on the books and records of the Assignor notations of this Assignment.

(f) At any time and from time to time, upon the written request of the Assignee, the Assignor shall promptly and duly execute and deliver any and all such further instruments and documents as the Assignee may reasonably request in order to obtain the full benefits of this Assignment and the rights and powers herein granted.

(g) Whenever requested by the Assignee at the direction of the Controlling Party (as defined in the Intercreditor Agreement) or after an Event of Default (as defined in the Mortgage), the Assignor shall promptly deliver letters to each of its agents and representatives into whose hands or control may come any earnings, moneys and property hereby assigned, informing each such addressee of this Assignment, and if any Event of Default has occurred and is continuing, instructing such addressee to remit or deliver promptly to the Assignee all earnings, moneys and property hereby assigned which may come into the addressee’s hands or control and to continue to make such remittances or delivery until such time as the addressee may receive written notice or instructions to the contrary direct from the Assignee. Each such addressee shall acknowledge in writing directly to the Assignee receipt of the Assignor’s letter of notification and instructions.

Section 3. Freedom of Assignee from Obligations. It is hereby expressly agreed that, anything herein contained to the contrary notwithstanding, the Assignee shall have no obligation or liability under any drilling contract, Internal Charter, Permitted Third Party Charter, other charter, contract of affreightment or pooling arrangement by reason of or arising out of this Assignment, nor shall the Assignee be required or obligated in any manner to perform or to fulfill any obligations of the Assignor under or pursuant to any drilling contract, Internal Charter, Permitted Third Party Charter ,other charter, contract of affreightment or pooling arrangement nor to make any payment, nor to make any inquiry as to the nature or sufficiency of any payment received by the Assignee or to present or file any claim, or to take any other action to collect or enforce the payment of any amounts which may have been assigned to it or which it may be entitled to hereunder at any time or times.

Section 4. Payment Directions; Power of Attorney; Financing Statements.

(a) Prior to the occurrence of an Event of Default, the Assignor shall cause all moneys assigned hereunder to be paid directly by the obligor thereof in accordance with the terms of Section 3(a) hereof.

(b) Upon the occurrence and during the continuance of an Event of Default, the Assignee shall be entitled to direct any operators and charterers and other obligors to pay all moneys assigned hereunder to such bank account in New York City or elsewhere as the Assignee may from time to time designate. Thereafter, upon request of the Assignor in writing, the Assignee shall furnish the Assignor with information from time to time as to the accounts (other

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than the Earnings Account) into which moneys assigned hereunder are paid, the amounts and sources of such payments and the amounts and application of moneys withdrawn therefrom. The Assignee, its successors and permitted assigns, are hereby constituted lawful attorneys of the Assignor, irrevocably, with full power (in the name of the Assignor or otherwise), to ask, require, demand, receive, compound and give acquittance for any and all moneys, claims, property and rights hereby assigned, to endorse any checks or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings which the Assignee may deem to be necessary or advisable in the premises. Any action or proceeding brought by the Assignee pursuant to any of the provisions hereof or of any drilling contract, Internal Charter, Permitted Third Party Charter, other charter, contract of affreightment, pooling arrangement or otherwise, and any claim made by the Assignee hereunder or under any drilling contract, Internal Charter, Permitted Third Party Charter, other charter, contract of affreightment or pooling arrangement, may be compromised, withdrawn or otherwise dealt with by the Assignee without any notice to, or approval of, the Assignor.

(c) The Assignor hereby irrevocably (x) authorizes the Assignee to file, at any time and from time to time, both before and after the occurrence and during the continuance of an Event of Default, at the Assignor’s expense, such financing and continuation statements or perfection papers of similar purpose or effect relating to this Assignment, without the Assignor’s signature, as the Assignee at its option may deem appropriate and (y) appoints the Assignee as the Assignor’s attorney-in-fact to execute any such statements in the Assignor’s name and to perform all other acts which the Assignee may deem appropriate to perfect and continue the security interest conferred hereby. Notwithstanding the foregoing authorization, Assignor shall at its own expense file all financing and continuation statements or perfection papers of similar purpose or effect and give such notices relating to this Assignment, and perform all other acts, necessary or appropriate to perfect and continue the security interest conferred hereby.

Section 5. Irrevocable Assignment. The powers and authority granted to the Assignee herein have been given for a valuable consideration and are hereby declared to be irrevocable and may not be amended or waived except by an instrument in writing signed by the party against whom enforcement is sought.

Section 6. Governing Law; Waiver of Jury Trial.

(a) This Assignment shall be construed in accordance with and governed by the laws of the State of New York, United States of America without regard to its conflict of laws rules (other than Section 5-1401 of the New York General Obligations Law). The Assignor hereby irrevocably submits itself to the non-exclusive jurisdiction of any New York State or Federal court sitting in New York County and any appellate court from any thereof, for the purposes of (and solely for the purposes of) any suit, action or other proceeding arising out of, or relating to, this Assignment or any of the transactions contemplated hereby, hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard in such New York State or Federal court and hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum, or that the venue of such suit, action or proceeding is improper, or that this Assignment or the subject matter hereof may

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not be enforced in or by such courts. The Assignor irrevocably consents to the service of any and all process in any suit, action or proceeding arising out of or relating to this Assignment or any other Pari Passu Document to which the Assignor is a party by the mailing of copies of such process to the Assignor at its address specified in Section 8 hereof. The Assignor agrees that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this paragraph shall affect the right of the Assignee to serve legal process in any other manner permitted by law or affect the right of the Assignee to bring any action or proceeding against the Assignor or any of its property in the courts of any other jurisdiction.

(b) BY ITS SIGNATURE BELOW WRITTEN THE ASSIGNOR HEREBY IRREVOCABLY WAIVES UNDER APPLICABLE LAW ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS ASSIGNMENT, OR ANY OTHER PARI PASSU DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Section 7. Notices. All notices or other communications required or permitted to be made or given hereunder shall be made in writing, in English, and personally delivered to an officer or other responsible employee of the addressee, or sent, by registered air mail, return receipt requested, postage prepaid, facsimile transmission, or other direct written electronic means to the applicable address set forth under such party’s name below, or to such other address as any party hereto may from time to time designate to the others in such manner:

If to the Assignee:

Wells Fargo Bank, N.A.

Corporate, Municipal & Escrow Services

750 N. St. Paul Place, Suite 1750

MAC T9263-170

Dallas, TX 75201

Telephone: (214) 756-7430

Telecopier (214) 756-7401

Electronic Mail: patrick.giordano@wellsfargo.com

with a copy to:

Haynes and Boone, LLP

201 Main St., Suite 2200

Fort Worth, TX 76102

Attention: William D. Greenhill

Telephone: (817) 347-6602

Telecopier: (817) 348-2321

Electronic Mail: william.greenhill@haynesboone.com

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If to the Assignor:

[            ]

c/o Vantage Drilling Company

777 Post Oak Blvd., Suite 800

Houston, Texas 77056

Attention: Douglas Smith, Chief Financial Officer

Telephone: (281) 404-4700

Telecopier: (281) 404-4749

Electronic mail: dsmith@vantagedrilling.com

with a copy to:

Fulbright & Jaworski L.L.P.

Fulbright Tower

1301 McKinney, Suite 5100

Houston, Texas 77010

Attention: Joshua P. Agrons, Esq.

Telephone: 1 713 651 5151

Telecopier: 1 713 651 5246

Electronic Mail: jagrons@fulbright.com

Any communication personally delivered shall be deemed to have been validly and effectively given or delivered on the date of such delivery. Any communication transmitted by facsimile, or other direct written electronic means, or by registered air mail, shall be deemed to have been validly and effectively given or delivered on the day when received.

Section 8. Headings. The division of this Assignment into sections and the insertion of headings are for convenience of reference only and shall not affect the interpretation or construction of this Assignment.

Section 9. Termination. This Assignment shall create a continuing security interest and shall (a) remain in full force and effect until the payment in full in cash of the Secured Obligations of the Assignor under and in accordance with the terms of the Pari Passu Documents, at which time this Assignment shall automatically terminate without any further action by any party; (b) be binding upon the Assignor and its successors, transferees and assigns; and (c) inure, together with the rights and remedies of the Assignee hereunder, to the benefit of and be binding upon, the Assignee and its respective successors, transferees, and assigns. Without limiting the generality of the foregoing clause, when any Assignee assigns or otherwise transfers any interest held by it under the Pari Passu Documents to any other Person pursuant to the terms of the Pari Passu Documents, that other Person shall thereupon become vested with all the benefits held by such Assignee under this Assignment.

Section 10. Incorporation of Protections in Other Pari Passu Documents. This Assignment shall constitute one of the Pari Passu Documents. Any rights or protections, including, without limitation, all indemnities and rights to reimbursement that may be granted to the Assignee in its capacity as the Pari Passu Collateral Agent under any of the Pari Passu Documents shall be deemed incorporated herein. Any proceeds received by the Assignee upon the exercise of rights hereunder shall be applied by the Assignee in accordance with the terms of the Intercreditor Agreement.

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Section 11. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN TO THE CONTRARY, IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF (A) THIS ASSIGNMENT AND (B) ANY OF THE EXISTING INDENTURE, THE 2012 INDENTURE, THE TERM LOAN AGREEMENT, OR THE CREDIT AGREEMENT, THE PROVISIONS OF THE EXISTING INDENTURE, THE 2012 INDENTURE, THE TERM LOAN AGREEMENT, OR THE CREDIT AGREEMENT, AS APPLICABLE, SHALL CONTROL WITH RESPECT THERETO (BUT SHALL NOT CONTROL AS SUCH PROVISION MAY APPLY TO ANY OTHER SUCH INDENTURE OR AGREEMENT), UNLESS THE PROVISIONS OF SUCH INCONSISTENT INDENTURE OR AGREEMENT ARE INCONSISTENT WITH THE INTERCREDITOR AGREEMENT, IN WHICH CASE, THE INTERCREDITOR AGREEMENT SHALL CONTROL.

Section 12. Counterparts. This Assignment and the Acceptance hereof may be executed in one or more counterparts and all such counterparts shall constitute one and the same instrument.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the Assignor has caused this Assignment to be duly executed, by the Assignor by way of deed, on the date first written above.

EXECUTED AS A DEED by:

[                    ], as Assignor

By:

Name:

Title:

In the presence of:

Witness:

Name:

Occupation:

The terms and conditions of this Assignment are hereby

ACCEPTED BY:

Wells Fargo Bank, National Association, as Pari Passu Collateral Agent, as Assignee

By:

Name:

Title:

ASSIGNMENT OF EARNINGS - [            ]

SCHEDULE I

Description of Vessel

OWNER	VESSEL			OFF. NO			FLAG OF DOCUMENTATION
[            ]		[	]		[	]		[	]

ASSIGNMENT OF EARNINGS - [            ]

EXHIBIT I-2

FORM OF ASSIGNMENT OF EARNINGS BY INTERNAL CHARTERERS

I-2-1

EXHIBIT I-2

FORM OF

ASSIGNMENT OF EARNINGS BY INTERNAL CHARTERERS

(this “Assignment”)

Each of the entities listed on Schedule I hereto and each entity who in the future becomes an Internal Charterer (as defined in the Mortgage defined below)(such existing Schedule I entities or future entities, each individually is called herein an “Assignor” and collectively, the “Assignors”), in consideration of One Dollar ($1.00) lawful money of the United States of America and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, has sold, assigned, transferred and set over, and by this instrument does sell, assign, transfer and set over unto Wells Fargo Bank, National Association, as (i) Noteholder Collateral Agent pursuant to the terms of the Existing Indenture (defined below) (in such capacity, the “Existing Noteholder Collateral Agent”), as (ii) Noteholder Collateral Agent pursuant to the terms of the 2012 Indenture (defined below) (in such capacity, the “New Noteholder Collateral Agent”), as (iii) Collateral Agent under the Term Loan Agreement (defined below) (in such capacity, the “Lender Collateral Agent”), and (iv) as Collateral Agent pursuant to the terms of the Credit Agreement (in such capacity, the “Collateral Agent”, together with the Existing Noteholder Collateral Agent, the New Noteholder Collateral Agent, and the Lender Collateral Agent, the “Pari Passu Collateral Agent”, as assignee (together with its successors and permitted assigns, in such capacity, the “Assignee”), to its own proper use and benefit and does hereby grant to the Assignee a security interest in all the right, title, interest, claim and demand of each Assignor in and to (i) all freights, hire and other moneys earned and to be earned, due or to become due, or paid or payable to, or for the account of, each Assignor, of whatsoever nature, arising out of or as a result of the use, operation, pooling or chartering (whether by Internal Charter, Permitted Third Party Charter, or otherwise) by any such Assignor or its agents of any of the Vessels listed on Schedule I hereto (individually a “Vessel” and collectively, the “Vessels”, including, without limitation, all rights arising out of the owner’s lien on cargoes and subfreights thereunder, (ii) all moneys and claims for moneys due and to become due to each Assignor, and all claims for damages, arising out of the breach of any and all present and future drilling contracts, Internal Charters, Permitted Third Party Charters, other charter parties, pooling arrangements, bills of lading, contracts and other engagements of affreightment or for the carriage or transportation of cargo, and operations of every kind whatsoever of any Vessel and in and to any and all claims and causes of action for money, loss or damages that may accrue or belong to each such Assignor, its successors or assigns, arising out of or in any way connected with the present or future use, operation, pooling or chartering of any Vessel or arising out of or in any way connected with any and all present and future requisitions, drilling contracts, Internal Charters, Permitted Third Party Charters, charter parties, pooling arrangements, bills of lading, contracts and other engagements of affreightment or for the carriage or transportation of cargo, and other operations of each such Vessel, (iii) all moneys and claims due and to become due to the Assignors, and all claims for damages and all insurances and other proceeds, in respect of the actual or constructive total loss of or requisition of use of or title to any Vessel, and (iv) any proceeds of any of the foregoing and all interest and earnings from the investment of any of the foregoing and the proceeds thereof.

The rights and obligations of the Assignors and the Assignee hereunder are governed by the terms of the Intercreditor Agreement (defined below).

Capitalized terms used herein and not otherwise defined shall be used herein as defined in, or by reference in, the Mortgage (defined below). The following terms shall have the following meanings:

“Credit Agreement” means that certain Credit Agreement dated as of June 21, 2012, among the Issuer, as borrower, the Parent, the guarantors from time to time party thereto (including the Assignor), the lenders from time to time party thereto, and Royal Bank of Canada, as collateral agent, and any and all successors thereto in such capacity, as the same has been and may hereafter be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.

“Existing Indenture” means that certain Indenture dated as of July 30, 2010, among the Issuer, the guarantors from time to time party thereto, and Wells Fargo Bank, National Association, as trustee and noteholder collateral agent, and any and all successors thereto in either such capacity, as the same has been and may be further amended, restated, supplemented.

“Intercreditor Agreement” means that certain Intercreditor Agreement dated October 25, 2012, among Wells Fargo Bank, National Association, as collateral agent under the Existing Indenture, the 2012 Indenture, and the Term Loan Agreement, Royal Bank of Canada, as collateral agent under the Credit Agreement, Citibank, N.A., as administrative agent under the Term Loan Agreement, and acknowledged by the Issuer, Parent, and each of the other guarantors party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

“Mortgage” means that certain First Naval Mortgage, dated October 25, 2012 by the Assignor, as Shipowner in favor of the Assignee, as Pari Passu Collateral Agent, as Mortgagee.

“Term Loan Agreement” means that certain Term Loan Agreement dated as of October 25, 2012, among the Issuer, as co-borrower, the US Borrower (as defined therein), the guarantors from time to time party thereto, the lenders from time to time party thereto, Citibank, N.A., as administrative agent, and Wells Fargo Bank, National Association, as collateral agent, as the same has been and may hereafter be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.

“2012 Indenture” means that certain Indenture dated as of October 25, 2012, among the Issuer, the guarantors from time to time party thereto, and Wells Fargo Bank, National Association, as trustee and noteholder collateral agent, and any and all successors thereto in either such capacity, as the same has been and may be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.

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Section 1 Recital; Joint and Several Obligation. (a) (a) This Assignment is given as security for all of the Secured Obligations (as defined in the Mortgage) of each Assignor under, and in accordance with the terms of the Pari Passu Documents (as defined in the Mortgage) to which each Assignor, respectively, is a party, and to secure as well the performance and observance of all agreements, covenants and provisions contained in this Assignment, the Mortgage and the other Pari Passu Documents.

(b) The obligations of each Assignor hereunder are joint and several and may be enforced separately whether or not enforcement action is or may be taken against any other Assignor.

Section 2. Representations and Warranties. Each Assignor, jointly and severally, hereby represents and warrants to the Assignee, as an inducement to the Assignee to accept this Assignment, that:

(a) neither the whole nor any part of the right, title and interest hereby assigned is the subject of any present assignment, security interest or pledge other than any assignments for the benefit of the Assignee; and

(b) all Internal Charterers of the Vessels as of the date hereof are listed on Schedule I hereto.

Section 3. Covenants. Each Assignor, jointly and severally, hereby covenants to the Assignee that:

(a) Without derogation of the rights of the Assignee under Section 5 hereof, each Assignor will issue instructions to any operator or charterer and other obligors directly, and specifically authorize and direct any operator or charterer or other obligor to, make payment of all of the freights, hire and other moneys hereby assigned directly to an Earnings Account in accordance with the Pari Passu Documents, or as otherwise directed from time to time by the Assignee; provided that, if the terms of a Drilling Contract, Permitted Third Party Charter or local law covering a Vessel requires that such moneys hereby assigned be paid to a non-United States bank account by the counterparty to such Drilling Contract, or Permitted Third Party Charter this covenant shall not be deemed violated if to the extent required by and in accordance with the terms of the Pari Passu Documents funds standing to the credit of such account are transferred after deposit thereof in the jurisdiction in which the account is located to an account that qualifies as an Earnings Account.

(b) Each Assignor shall notify the Assignee promptly in writing of any and all bareboat charter parties, Internal Charters, Permitted Third Party Charters, time charter parties or series of successive voyage charter parties, drilling contracts, contracts of affreightment or pooling arrangements entered into by such Assignor or by a charterer under a Permitted Third Party Charter respecting a Vessel. The Assignors shall also provide the Assignee with a true and complete copy of any such agreements specified in this paragraph (b) upon the Assignee’s request.

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(c) Each Assignor shall cause (x) any Internal Charterer of a Vessel to execute and deliver to the Assignee an assignment of all freights, hires, earnings (and proceeds thereof) payable to such Internal Charterer under a Drilling Contract or under a Permitted Third Party Charter respecting such Vessel, and (y) such assignment in favor of the Assignee to be perfected. The obligations of each Assignor under this Section 3(c) shall be deemed satisfied by the execution and delivery of the Guarantees (as such term is defined in the Mortgage) and the other documents and instruments contemplated to be entered into by a Guarantor.

(d) So long as this Assignment is in effect, each Assignor agrees that it (x) shall not assign, grant a security interest in or pledge the whole or any part of the right, title and interest hereby assigned to anyone other than the Assignee, its successors, endorsees and/or permitted assigns, without the prior written consent of the Assignee, and (y) shall not take or omit to take any action, the taking or omission of which might result in any material alteration or impairment of this Assignment or any of the rights created by this Assignment.

(e) Each Assignor covenants and agrees with the Assignee that it will (i) use commercially reasonable efforts to duly perform and observe all of the terms and provisions of any drilling contract, Internal Charter, Permitted Third Party Charter, other charter, contract of affreightment or pooling arrangement on the part of such Assignor to be performed or observed, and (ii) clearly record on the books and records of the Assignor notations of this Assignment.

(f) At any time and from time to time, upon the written request of the Assignee, each Assignor shall promptly and duly execute and deliver any and all such further instruments and documents as the Assignee may reasonably request in order to obtain the full benefits of this Assignment and the rights and powers herein granted.

(g) Whenever requested by the Assignee at the direction of the Controlling Party (as defined in the Intercreditor Agreement) or after an Event of Default (as defined in the Mortgage), each Assignor shall promptly deliver letters to each of its agents and representatives into whose hands or control may come any earnings, moneys and property hereby assigned, informing each such addressee of this Assignment, and if any Event of Default has occurred and is continuing, instructing such addressee to remit or deliver promptly to the Assignee all earnings, moneys and property hereby assigned which may come into the addressee’s hands or control and to continue to make such remittances or delivery until such time as the addressee may receive written notice or instructions to the contrary direct from the Assignee. Each such addressee shall acknowledge in writing directly to the Assignee receipt of such Assignor’s letter of notification and instructions.

(h) Upon entering into an Internal Charter respecting any Vessel, each such Assignor will cause any Internal Charterer to execute and deliver to the Assignee an Assignment of Earnings substantially in the form hereof together with notice thereof, or to accede to and join this Assignment by executing an Accession Agreement in the form of Exhibit A hereto, and to take all actions necessary to perfect and maintain the perfection of the security interest of the Assignee in the earnings assigned thereunder.

Section 4. Consent. Each Assignor that is an Internal Charterer and that in such capacity is the account debtor of any amount assigned hereunder or under any other Earnings Assignment, to the Assignee, hereby consents to such assignment and agrees to make, or cause to be made, all payments of such amounts assigned to an Earnings Account.

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Section 5. Freedom of Assignee from Obligations. It is hereby expressly agreed that, anything herein contained to the contrary notwithstanding, the Assignee shall have no obligation or liability under any drilling contract, Internal Charter, Permitted Third Party Charter, other charter, contract of affreightment or pooling arrangement by reason of or arising out of this Assignment, nor shall the Assignee be required or obligated in any manner to perform or to fulfill any obligations of any Assignor under or pursuant to any drilling contract, Internal Charter, Permitted Third Party Charter, other charter, contract of affreightment or pooling arrangement nor to make any payment, nor to make any inquiry as to the nature or sufficiency of any payment received by the Assignee or to present or file any claim, or to take any other action to collect or enforce the payment of any amounts which may have been assigned to it or which it may be entitled to hereunder at any time or times.

Section 6. Payment Directions; Power of Attorney; Financing Statements.

(a) Prior to the occurrence of an Event of Default, each Assignor shall cause all moneys assigned hereunder to be paid directly by the obligor thereof in accordance with the terms of Section 3(a) hereof.

(b) Upon the occurrence and during the continuance of an Event of Default, the Assignee shall be entitled to direct any operators and charterers and other obligors to pay all moneys assigned hereunder to such bank account in New York City or elsewhere as the Assignee may from time to time designate. Thereafter, upon request of the Issuer in writing, the Assignee agrees to furnish the Issuer with information from time to time as to the accounts (other than the Earnings Account) into which moneys assigned hereunder are paid, the amounts and sources of such payments and the amounts and application of moneys withdrawn therefrom. The Assignee, its successors and permitted assigns, are hereby constituted lawful attorneys of each Assignor, irrevocably, with full power (in the name of such Assignor or otherwise), to ask, require, demand, receive, compound and give acquittance for any and all moneys, claims, property and rights hereby assigned, to endorse any checks or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings which the Assignee may deem to be necessary or advisable in the premises. Any action or proceeding brought by the Assignee pursuant to any of the provisions hereof or of any drilling contract, Internal Charter, Permitted Third Party Charter, other charter, contract of affreightment, pooling arrangement or otherwise, and any claim made by the Assignee hereunder or under any drilling contract, Internal Charter, Permitted Third Party Charter, other charter, contract of affreightment or pooling arrangement, may be compromised, withdrawn or otherwise dealt with by the Assignee without any notice to, or approval of, any Assignor.

(c) Each Assignor hereby irrevocably (x) authorizes the Assignee to file, at any time and from time to time, both before and after the occurrence and during the continuance of an Event of Default, at such Assignor’s expense, such financing and continuation statements or perfection papers of similar purpose or effect relating to this Assignment, without such Assignor’s signature, as the Assignee at its option may deem appropriate and (y) appoints the Assignee as such Assignor’s attorney-in-fact to execute any such statements in the Assignor’s name and to perform all other acts which the Assignee may deem appropriate to perfect and continue the security interest conferred hereby. Notwithstanding the foregoing authorization, each Assignor shall at its own expense file all financing and continuation statements or perfection papers of similar purpose or effect and give such notices relating to this Assignment, and perform all other acts, necessary or appropriate to perfect and continue the security interest conferred hereby.

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Section 7. Irrevocable Assignment. The powers and authority granted to the Assignee herein have been given for a valuable consideration and are hereby declared to be irrevocable and may not be amended or waived except by an instrument in writing signed by the party against whom enforcement is sought.

Section 8. Governing Law; Waiver of Jury Trial.

(a) This Assignment shall be construed in accordance with and governed by the laws of the State of New York, United States of America without regard to its conflict of laws rules (other than Section 5-1401 of the New York General Obligations Law). Each Assignor hereby irrevocably submits itself to the non-exclusive jurisdiction of any New York State or Federal court sitting in New York County and any appellate court from any thereof, for the purposes of (and solely for the purposes of) any suit, action or other proceeding arising out of, or relating to, this Assignment or any of the transactions contemplated hereby, hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard in such New York State or Federal court and hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum, or that the venue of such suit, action or proceeding is improper, or that this Assignment or the subject matter hereof may not be enforced in or by such courts. Each Assignor irrevocably consents to the service of any and all process in any suit, action or proceeding arising out of or relating to this Assignment or any other Pari Passu Document to which such Assignor is a party by the mailing of copies of such process to such Assignor at its address specified in Section 9 hereof. Each Assignor agrees that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this paragraph shall affect the right of the Assignee to serve legal process in any other manner permitted by law or affect the right of the Assignee to bring any action or proceeding against any Assignor or any of its property in the courts of any other jurisdiction.

(b) BY ITS SIGNATURE BELOW WRITTEN EACH ASSIGNOR HEREBY IRREVOCABLY WAIVES UNDER APPLICABLE LAW ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS ASSIGNMENT, THE PARI PASSU DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Section 9. Notices. All notices or other communications required or permitted to be made or given hereunder shall be made in writing, in English, and personally delivered to an officer or other responsible employee of the addressee, or sent, by registered air mail, return receipt requested, postage prepaid, facsimile transmission, or other direct written electronic means to the applicable address set forth under such party’s name below, or to such other address as any party hereto may from time to time designate to the others in such manner:

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If to the Assignee:

Wells Fargo Bank, N.A.

Corporate, Municipal & Escrow Services

750 N. St. Paul Place, Suite 1750

MAC T9263-170

Dallas, TX 75201

Telephone: (214) 756-7430

Telecopier (214) 756-7401

Electronic Mail: patrick.giordano@wellsfargo.com

with copy to:

Haynes and Boone, LLP

201 Main St., Suite 2200

Fort Worth, TX 76102

Attention: William D. Greenhill

Telephone: (817) 347-6602

Telecopier: (817) 348-2321

Electronic Mail: william.greenhill@haynesboone.com

If to the Assignor:

Vantage Drilling Company

777 Post Oak Blvd., Suite 800

Houston, Texas 77056

Attention: Douglas Smith, Chief Financial Officer

Telephone: (281) 404-4700

Telecopier: (281) 404-4749

Electronic mail: dsmith@vantagedrilling.com

with a copy to:

Fulbright & Jaworski L.L.P.

Fulbright Tower

1301 McKinney, Suite 5100

Houston, Texas 77010

Attention: Joshua P. Agrons, Esq.

Telephone: 1 713 651 5151

Telecopier: 1 713 651 5246

Electronic Mail: jagrons@fulbright.com

Any communication personally delivered shall be deemed to have been validly and effectively given or delivered on the date of such delivery. Any communication transmitted by facsimile, or other direct written electronic means, or by registered air mail, shall be deemed to have been validly and effectively given or delivered on the day when received.

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Section 10. Headings. The division of this Assignment into sections and the insertion of headings are for convenience of reference only and shall not affect the interpretation or construction of this Assignment.

Section 11. Termination. This Assignment shall create a continuing security interest and shall (a) remain in full force and effect until the payment in full in cash of the Secured Obligations of each Assignor, respectively, under and in accordance with the terms of the Pari Passu Documents, at which time this Assignment shall automatically terminate without any further action by any party; (b) be binding upon each Assignor and its successors, transferees and assigns; and (c) inure, together with the rights and remedies of the Assignee hereunder, to the benefit of and be binding upon, the Assignee and its respective successors, transferees, and assigns. Without limiting the generality of the foregoing clause, when the Assignee assigns or otherwise transfers any interest held by it under the Pari Passu Documents to any other Person pursuant to the terms of the Pari Passu Documents, that other Person shall thereupon become vested with all the benefits held by such Assignee under this Assignment.

Section 12. Incorporation of Protections in Other Pari Passu Documents. This Assignment shall constitute one of the Pari Passu Documents. Any rights or protections, including, without limitation, all indemnities and rights to reimbursement that may be granted to the Assignee in its capacity as the Noteholder Collateral Agent under any of the Pari Passu Documents shall be deemed incorporated herein. Any proceeds received by the Assignee upon the exercise of rights hereunder shall be applied by the Assignee in accordance with the terms of the Intercreditor Agreement.

Section 13. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN TO THE CONTRARY, IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF (A) THIS ASSIGNMENT AND (B) ANY OF THE EXISTING INDENTURE, THE 2012 INDENTURE, THE TERM LOAN AGREEMENT, OR THE CREDIT AGREEMENT, THE PROVISIONS OF THE EXISTING INDENTURE, THE 2012 INDENTURE, THE TERM LOAN AGREEMENT, OR THE CREDIT AGREEMENT, AS APPLICABLE, SHALL CONTROL WITH RESPECT THERETO (BUT SHALL NOT CONTROL AS SUCH PROVISION MAY APPLY TO ANY OTHER SUCH INDENTURE OR AGREEMENT), UNLESS THE PROVISIONS OF SUCH INCONSISTENT INDENTURE OR AGREEMENT ARE INCONSISTENT WITH THE INTERCREDITOR AGREEMENT, IN WHICH CASE, THE INTERCREDITOR AGREEMENT SHALL CONTROL.

Section 14. Counterparts. This Assignment and the Acceptance hereof may be executed in one or more counterparts and all such counterparts shall constitute one and the same instrument.

[Remainder of page left intentionally blank]

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IN WITNESS WHEREOF, each Assignor has caused this Assignment to be duly executed, by it by way of deed, on the date first written above.

EXECUTED AS A DEED by:

OFFSHORE GROUP INVESTMENT LIMITED

By:

Name:

Title:

In the presence of:

Witness:

Name:

Occupation:

VANTAGE DRILLER I CO.

By:

Name:

Title:

In the presence of:

Witness:

Name:

Occupation:

VANTAGE DRILLER IV CO.

By:

Name:

Title:

In the presence of:

Witness:

Name:

Occupation:

ASSIGNMENT OF EARNINGS BY INTERNAL CHARTERERS

VANTAGE DRILLING NETHERLANDS BV

By:

Name:

Title:

In the presence of:

Witness:

Name:

Occupation:

VANTAGE DRILLING (MALAYSIA) I SDN.

By:

Name:

Title:

In the presence of:

Witness:

Name:

Occupation:

VANTAGE DRILLING LABUAN I LTD. SDN.

By:

Name:

Title:

In the presence of:

Witness:

Name:

Occupation:

ASSIGNMENT OF EARNINGS BY INTERNAL CHARTERERS

VANTAGE DEEPWATER DRILLING, INC.

By:

Name:

Title:

In the presence of:

Witness:

Name:

Occupation:

The terms and conditions of this Assignment are hereby

ACCEPTED BY:

Wells Fargo Bank, National Association, as Pari Passu Collateral Agent, as Assignee

By:

Name:

Title:

ASSIGNMENT OF EARNINGS BY INTERNAL CHARTERERS

Schedule I

Internal Charterer

Offshore Group Investment Limited

Vantage Driller I Co.

Vantage Driller IV Co.

Vantage Drilling Netherlands BV

Vantage Drilling (Malaysia) I SDN

Vantage Drilling Labuan I Ltd

Vantage Deepwater Drilling, Inc.

Vessels:

Aquamarine Driller

Emerald Driller

Sapphire Driller

Topaz Driller

Platinum Explorer

Titanium Explorer

SCHEDULE I TO ASSIGNMENT OF EARNINGS BY INTERNAL CHARTERERS (            )

EXHBIIT A

ACCESSION AGREEMENT FOR

ASSIGNMENT OF EARNINGS BY INTERNAL CHARTERERS

ACCESSION AGREEMENT FOR ASSIGNMENT OF EARNINGS BY INTERNAL CHARTERERS, dated effective as of             (this “Accession Agreement”), by [relevant assignor] (the “New Assignor”), and Wells Fargo Bank, National Association, as Pari Passu Collateral Agent (together with its successors and permitted assigns, in such capacity, the “Assignee”).

WHEREAS:

A. The Assignors listed on Schedule A to this Accession Agreement and the Assignee are parties to the Assignment of Earnings by Internal Charterers dated October 25, 2012 ( the “Original Assignment”).

B. The New Assignor wishes to accede to and subject itself to the Original Assignment, be bound by the terms of the Original Assignment and to include (i) the [Panamanian / Bahamian] flag vessel, “[vessel name]”, in the list of “Vessels” described on Schedule I to the Original Assignment, and (ii) [relevant assignor], as an additional assignor on Schedule I to the Original Assignment.

C. Defined Terms. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Original Assignment.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the New Assignor and the Assignee hereby agree as follows:

1. The New Assignor hereby becomes an Assignor of any and all obligations under the Original Assignment, as may be subsequently amended, modified or supplemented from time to time.

2. The New Assignor hereby acknowledges, agrees and confirms that, by its execution of this Accession Agreement, the New Assignor (i) will be deemed to be a party to the Original Assignment as an Assignor, (ii) agrees to be listed as an Internal Charterer on Schedule 1 to the Original Assignment, (iii) agrees to have the “[vessel name]” listed as a Vessel on Schedule 1 to the Original Assignment, (iv) grants, as an Assignor and with respect to the [vessel name], the security interest created by the Original Assignment and, from and after the date hereof, and (v) shall have all of the obligations, rights, remedies and benefits of an Assignor under the Original Assignment as if it had executed the Original Assignment. The New Assignor hereby ratifies, as of the date hereof, confirms and agrees to be bound by, all of the terms, provisions and conditions applicable to an Assignee contained in the Original Assignment.

ACCESSION AGREEMENT FOR ASSIGNMENT OF EARNINGS BY INTERNAL CHARTERERS (            )

3. The New Assignor hereby agrees to comply with the terms and conditions of the Original Assignment.

4. This Accession Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract.

5. This Accession Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

[Remainder of page intentionally left blank.]

ACCESSION AGREEMENT FOR ASSIGNMENT OF EARNINGS BY INTERNAL CHARTERERS (            )

IN WITNESS WHEREOF, the New Assignor has caused this Accession Agreement to be duly executed, by it by way of deed, on the date first written above.

EXECUTED AS A DEED by:

[RELEVANT ASSIGNOR]

By:

Name:

Title:

In the presence of:

Witness:

Name:

Occupation:

The terms and conditions of this Accession Agreement are hereby

ACCEPTED BY:

Wells Fargo Bank, National Association, as Pari Passu Collateral Agent, as Assignee

By:

Name:

Title:

SIGNATURE PAGE TO ACCESSION AGREEMENT FOR ASSIGNMENT OF EARNINGS BY INTERNAL CHARTERERS (            )

Schedule A - Assignors

Offshore Group Investment Limited

Vantage Driller I Co.

Vantage Driller IV Co.

Vantage Drilling Netherlands BV

Vantage Drilling Labuan I Ltd

Vantage Drilling (Malaysia) I SDN

Vantage Deepwater Drilling Inc.

ASSIGNMENT OF EARNINGS BY INTERNAL CHARTERERS

EXHIBIT J

FORM OF OPINION OF BAHAMIAN LEGAL COUNSEL

J-1

EXHIBIT J

[Date]

Wells Fargo Bank, National Association, as Pari Passu Collateral Agent

750 N. St. Paul Place, Suite 1750

Dallas, Texas 75201

Citigroup Global Markets Inc.

Jefferies LLC

As Representatives of the Initial Purchasers

c/o Citigroup Global Markets Inc.

388 Greenwich St.

New York, New York 10013

Dear Sirs,

Re: First Priority Bahamian Mortgages with respect to the Rigs, [Vessel 1] and [Vessel 2]

You have requested our legal opinion with respect to a first priority statutory mortgage dated October 25, 2012 over drilling rig [Vessel 1] (the “PE Rig”) by [Vessel 1 Shipowner] (the “PE Owner”) in favor of Wells Fargo Bank, National Association (the “Mortgagee”) (the “PE Mortgage”) and a first priority statutory mortgage dated October 25, 2012 over drilling rig [Vessel 2] (the “TE Rig”, together with the PE Rig, the “Rigs” and each a “Rig”) by [Vessel 2 Shipowner] (the “TE Owner”, together with the PE Owner the “Owners” and each an “Owner”) in favour of the Mortgagee (the “TE Mortgage”, and together with the PE Mortgage, the “Mortgages” and each a “Mortgage”) and related deeds of covenants dated October 25, 2012 (the “Original Deeds of Covenant”) as amended by Amendment No. 1 dated [            ], 2013 to each Original Deed of Covenant (the Original Deeds of Covenant as so amended are called, together, the “Amended Deeds of Covenants” and each an “Amended Deed of Covenants”) in connection with (1) an amended and restated credit agreement dated March [ ], 2013 which amends and restates a Credit Agreement dated June 21, 2012 made by and among (i) Offshore Group Investment Limited (the “Company”) and Vantage Drilling Company, as borrowers, (ii) Vantage Drilling Company and certain Subsidiaries thereof, as guarantors, (iii) the Lenders from time to time, as lenders, and (iv) the Royal Bank of Canada and Wells Fargo Bank, National Association, as collateral agent, as amended by a Second Amendment to the Credit Agreement dated October 25, 2012 (the “Restated Credit Agreement”), (2) a new term loan agreement dated as of March [ ], 2013 among, inter alios, Offshore Group Investment Limited, and the US Borrower (as defined therein), as co-borrowers, Vantage Drilling Company, the other guarantor party thereto, and Citibank, N.A., as term loan agent (the “2013 Term Loan Agreement”) and (3) a new indenture dated March [ ], 2013, among the Company, Vantage Drilling Company, the other guarantors named therein, the trustee and the noteholder collateral agent regarding the             % Senior Secured First Lien Notes due 2023 (the “2013 Indenture”).

1. Interpretation

In this opinion:

“Act” means the Merchant Shipping Act (as amended) Ch 268 of the Revised Statute Laws of The Bahamas, 2007 Edition.

“Documents” means the documents listed in Clause 2 of this opinion.

“law” includes any order of any governmental, judicial, regulatory or other authority compliance with which is considered by us to be mandatory.

“Security Documents” means the Mortgages and the Amended Deeds of Covenants.

2. Documents

For the purpose of this opinion we have examined copies of the following documents:

(i) a Transcript of Register dated March [ ], 2013 with respect to each Rig issued by the London office of the Bahamas Maritime Authority;

(ii) the Mortgages;

(iii) the Amended Deeds of Covenants;

(iv) a Designation Letter, delivered on March [ ], 2013 by the Company to the Pari Passu Collateral Agent and the Existing Notes Trustee (as those terms are defined therein ) (the “Designation Letter”);

(v) the Restated Credit Agreement;

(vi) the 2013 Term Loan Agreement; and

(vii) the 2013 Indenture.

3. Assumptions

In giving this opinion, we have assumed that:

3.1 Authenticity of original documents: all signatures, seals and markings on the Documents are, as appears to us, authentic;

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3.2 Conformity of copies: the copies of the Documents presented to us conform to the originals;

3.3 Authorization: the due capacity and authority of all persons executing the Documents and that the same have been duly executed by the parties to it; and

3.4 Pari Passu Obligations: that the Obligations under the 2013 Term Loan Agreement and the 2013 Indenture have been properly designated by the Company as “Other Pari Passu Obligations” under the Amended and Restated Intercreditor Agreement dated October 25, 2012 and the Designation Letter.

4. Opinion

Based on and relying on the assumptions set out above and subject to the qualifications set out below, we are of the opinion that:

4.1 The PE Rig is permanently registered under the Bahamian flag at the port of Nassau, The Bahamas in the name and ownership of the PE Owner, free from any mortgage, lien or other registered encumbrance except the PE Mortgage;

4.2 The TE Rig is permanently registered under the Bahamian flag at the port of Nassau, The Bahamas in the name and ownership of the TE Owner, free from any mortgage, lien or other registered encumbrance except the TE Mortgage;

4.3 Each of the Mortgages has been duly registered and recorded in the Registry of Bahamian ships in favour of the Mortgagee and each such Mortgage is in full force and effect notwithstanding the execution of the Amended Deeds of Covenants, the Restated Credit Agreement, the 2013 Term Loan Agreement and the 2013 Indenture and continues to validly secure the Secured Obligations (as defined in the Amended Deeds of Covenants applicable to each such Mortgage);

4.4 Each Mortgage validly secures such future amounts as may be issued under the 2013 Indenture respecting any future series of notes that are issued under one or more Supplemental Indentures thereunder and such increased commitments that may be made under the Restated Credit Agreement. No further filings are necessary or required to be made with the Registry of Bahamian ships in respect of the Security Documents, the Restated Credit Agreement, the 2013 Term Loan Agreement and the 2013 Indenture;

4.5 The Amended Deed of Covenants applicable to each Mortgage constitutes a legal, valid and binding obligation of each Owner enforceable in accordance with its terms in favour of the Mortgagee;

4.6 Each Mortgage constitutes a legal, valid and binding first priority statutory mortgage over the applicable Rig enforceable in accordance with its terms in favour of the Mortgagee securing the “Secured Obligations” as defined in the respective Amended Deed of Covenants;

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4.7 It is not necessary under the laws of The Bahamas that the Mortgagee or any of the parties to the Security Documents be licensed, authorized, qualified or otherwise entitled to carry on business in The Bahamas (i) for the entering into, execution, delivery, performance or enforcement of the Security Documents or (ii) to enable the Mortgagee to enforce its rights under the Security Documents;

4.8 Neither the Mortgagee nor any of the parties to the Security Documents will be deemed to be resident, domiciled, carrying on business or subject to taxation in The Bahamas by reason of the negotiation, preparation, execution, recording (as applicable) or performance or enforcement of, and/or receipt of any payment due from any Owner under the Security Documents;

4.9 The Security Documents are in proper form for their enforcement in the courts of The Bahamas;

4.10 No taxes of The Bahamas are imposed by withholding or otherwise on any payment to be made by any Owner under the Security Documents or are imposed on or by virtue of the execution or delivery or recording (as applicable) of the Security Documents or any document or instrument to be executed or delivered under the Security Documents;

4.11 No stamp or registration fee, duty or similar taxes or charges are payable in respect of the Security Documents except in relation to the registration of the Mortgages (which sums have been paid) or if enforcement of the Security Documents are to be sought in The Bahamas otherwise than executing a foreign judgment, in which event filing fees are payable at the commencement of any cause, matter or proceeding brought under the divisions of the Supreme Court in accordance with the Supreme Court (Amendment) Rules 2010;

4.12 No registration, notarization, filing, recording, enrollment, or other official action in any court public office or elsewhere in The Bahamas is necessary or advisable to create, validate, perfect, establish or maintain the priority of the security created by the Security Documents or to ensure the legality, enforceability or admissibility in evidence of the Security Documents (with the exception of the Mortgages which must and have been registered at the Bahamas Maritime Authority);

4.13 All authorisations, approvals, consents, licenses, exemptions, filings, registrations, recordings, notarizations, payments of taxes and duties and other matters, official or otherwise required or advisable in connection with the entry into, execution, delivery, performance, validity, enforceability and admissibility in evidence of the Security Documents and the transactions contemplated thereby have been obtained or effected and are in full force and effect;

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4.14 The property which is the subject of the Security Documents is legally capable of being mortgaged or charged under the laws of The Bahamas and the security thereby created will confer a valid and effective charge and claim over such property in favour of the Mortgagee which will rank prior to the general creditors (except the maritime liens described in 4.16 below) of each Owner in the event of its liquidation and/or bankruptcy;

4.15 Any lien exercisable by a ship-builder or repairer over a ship in his possession shall take priority over all claims arising after such possession was taken but shall be postponed to those claims (including those under the Security Documents) which were created before the time of taking possession;

4.16 The maritime liens set out in Section 277 ((i) wages and other sums due to the master, officers and other members of each Rig’s complement in respect of their employment on such Rig, (ii) port, canal, and other waterway dues and pilotage dues and any outstanding fees payable in respect of each Rig, (iii) claims against an Owner in respect of loss of life or personal injury occurring, whether on land or on water, in direct connection with the operation of a Rig, (iv) claims against any Owner, based on tort and not capable of being based on contract, in respect of loss of or damage to property occurring, whether on land or on water, in direct connection with the operation of a Rig, (v) claims for salvage, wreck removal and contribution in general average) of the Act shall take priority over mortgages registered under the Act or any preferential rights arising under the laws of The Bahamas in the event of an Owner’s liquidation and/or bankruptcy and no other claim shall take priority over such mortgages or rights;

4.17 The choice of Bahamian law to govern the Security Documents is a valid choice of law and submission in the Amended Deed of Covenants applicable to each Mortgage to the non-exclusive jurisdiction of the Courts of New York is a valid submission;

4.18 The courts of The Bahamas will award a judgment in relation to the Security Documents expressed in terms of United States Dollars in respect of any amount due and owing under the Security Documents and/or will recognise as a valid judgment and enforce any final, conclusive and enforceable judgment obtained by the Mortgagee against any Owner in a New York court subject to 4.20 below;

4.19 None of the parties to the Security Documents nor any of their assets are entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding (which shall include, without limitation, suit, attachment prior to judgment, execution or other enforcement);

4.20 Subject to compliance with the Reciprocal Enforcement of Judgments Act, a final and conclusive judgment for a specified sum of a superior court of the United Kingdom or certain Commonwealth Courts outside the United Kingdom (including any such judgment rendered against an Owner in connection with any action arising out of the Security Documents) may be registered in the Supreme Court of The Bahamas. A judgment of a foreign court which is not caught by the

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said Act (which includes a New York, United States or an Indian Court) cannot be enforced by direct execution of the judgment but the Courts of The Bahamas will, however, recognize any final and conclusive judgment in personam handed down by a foreign court which is not caught by the said Act as a valid judgment and permit the same to found the basis of a fresh action in The Bahamas and should give a judgment based thereon without there being a re-trial of the merits provided that:

(a) It was for a sum of money (other than a sum of money paid in respect of taxes or other penalty);

(b) Such court had proper jurisdiction over the parties subject to such judgment;

(c) Such courts did not contravene the rules of natural justice of The Bahamas;

(d) Such judgment was not obtained by fraud;

(e) The enforcement of such judgment would not be contrary to the public policy of The Bahamas;

(f) The correct procedures under the laws of The Bahamas are duly complied with;

(g) The judgment is not inconsistent with a prior Bahamian judgment in respect of the same matter; and

(h) Enforcement proceedings are instituted within six years after the date of judgment.

4.21 Based on the information presently in our possession, none of the terms of the Security Documents violates public policy in the Commonwealth of The Bahamas or the purpose of a statute in the Commonwealth of The Bahamas reflecting that public policy;

4.22 Neither the execution nor delivery of the Security Documents, nor the performance of any obligations under the Security Documents by the parties thereto will contravene any existing applicable law or regulation of The Bahamas; and

4.23 The courts of The Bahamas would uphold the validity of registration of the TE Rig under the laws and flag of The Bahamas, provided that a Polish court would not find the Bahamian vessel registration void or voidable due to non-compliance by the TE Owner or Vantage Drilling Poland Sp. z o.o. with Article 10, Section 1 and/or Article 73, Section 1 and/or Article 23 of the Polish Maritime Code.

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5. Qualifications

The opinions expressed above are, however, subject to the following qualifications:-

5.1 The enforcement of the Security Documents may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, limitation of actions or other similar laws relating to the enforcement of creditors’ rights generally.

5.2 Obligations or liabilities of the Owner otherwise than for payment of money may not be enforceable in The Bahamas by way of such equitable remedies as injunction or specific performance which remedies are in the discretion of the courts.

5.3 Any provisions requiring any party to pay interest on overdue amounts in excess of the rate (if any) payable on such amounts before they become overdue may be unenforceable if held by a Bahamian Court to be unconscionable and therefore a penalty.

5.4 If any provision of any document is held to be illegal, invalid or unenforceable, the severance of such provision from the remaining provisions of such document will be subject to the exercise of the discretion of a Bahamian Court.

5.5 Any provision in any of the Security Documents that certain calculations and/or certificates will be conclusive and binding will not be effective if such calculations and/or certificates are fraudulent or erroneous on their face and will not necessarily prevent judicial enquiry into the merits of any claim by an aggrieved party.

5.6 If any party of any of the Security Documents is vested with a discretion or may determine a matter in its opinion, the courts of The Bahamas may require that such discretion is exercised reasonably or that upon which such opinion is based is reasonable.

5.7 Insofar as the parties resort to the Bahamian Courts, claims may be or become subject to defenses of set-off or counterclaim.

5.8 Bahamian court may refuse to give effect to a purported contractual obligation to pay costs imposed upon another party in respect of the costs of any successful litigation brought against that party and such a court may not award by way of costs all of the expenditure incurred by a successful litigant in proceedings brought before that Court.

5.9 If Bahamian law shall apply to the question of priorities the rules in Hopkinson v Rolt and Clayton’s Case will apply to this security and accordingly any advances made subsequent to receipt of notice of any further mortgage on the Rig may be postponed in priority to such further mortgage.

5.10 Except with the leave of the Court, a mortgagee may not itself purchase a rig when exercising its power of sale if the rig is on the high seas or in waters of a country whose laws prohibit a lender from purchasing security it holds as mortgagee.

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This opinion is confined to and given on the basis of the laws of the Commonwealth of The Bahamas as currently applied by the courts of the said Commonwealth. We have not investigated and we do not express or imply any opinion on the laws of any other jurisdiction, and we have assumed no other law would affect the opinion stated herein.

This opinion is addressed to you and is solely for you and your successors and assigns benefit and the benefit of your legal advisers and is not to be relied upon by any person or legal entity other than yourselves (and your successors and assigns) and your legal advisers.

Yours faithfully,

LENNOX PATON

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EXHIBIT K

FORM OF ASSIGNMENT OF INSURANCE AND EARNINGS SUPPLEMENT

K-1

EXHIBIT K

FORM OF INSURANCE AND EARNINGS SUPPLEMENT

THIS INSURANCE AND EARNINGS SUPPLEMENT, dated as of the [            ] day of [            ], 20[    ] (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by (i) OFFSHORE GROUP INVESTMENT LIMITED, a Cayman Islands exempted company (together with its successors and permitted assigns, the “Company”), (ii) each owner of a Vessel and each Internal Charterer listed on the signature pages hereof (together with their respective successors and permitted assigns and the Parent, the “Guarantors”), and (iii) WELLS FARGO BANK, NATIONAL ASSOCIATION, as Pari Passu Collateral Agent for the Pari Passu Secured Parties referred to in the Intercreditor Agreement (as defined below) (the “Pari Passu Collateral Agent”).

PRELIMINARY STATEMENTS

1. Capitalized terms used herein and not defined herein have the respective meanings given to them in the Amended and Restated Intercreditor Agreement, dated as of October 25, 2012, among the Pari Passu Collateral Agent, Wells Fargo Bank, National Association, as New Trustee, New Noteholder Collateral Agent, Credit Agreement Collateral Agent, Term Loan Collateral Agent, Existing Trustee and Existing Noteholder Collateral Agent (as each such term is defined therein), Citibank, N.A., as Term Loan Agent (as defined therein) and Royal Bank of Canada, as Credit Agreement Agent (as defined therein), and as acknowledged and agreed by the Company, the Parent and the other Guarantors (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”).

2. The Company [intends to][has] (i) enter[ed] into (a) that certain Indenture, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “2013 Indenture”), with the Guarantors (as defined therein, including the Parent), Wells Fargo Bank, National Association, as trustee (in such capacity, the “2013 Indenture Trustee”) and collateral agent (in such capacity, the “2013 Indenture Collateral Agent”), pursuant to which the Company [shall][has] issue[d] new 7.125% senior secured notes due 2023 (the “2013 Notes”), (b) that certain Second Term Loan Agreement, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Second Term Loan Agreement”), with the Guarantors (as defined therein, including the Parent), Citibank, N.A., as administrative agent (in such capacity, the “Second Term Loan Agent”), Wells Fargo Bank, National Association, as collateral agent (in such capacity, the “Second Term Loan Collateral Agent”), and the financial institutions and other entities party thereto as lenders (the “Second Term Loan Lenders”), pursuant to which the Second Term Loan Lenders [will contemporaneously herewith make][have made] term loans in an aggregate original principal amount of $350,000,000 to the Company (the “Second Term Loans”), and (c) that certain Amended and Restated Credit Agreement, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “A&R Credit Agreement”), with the Guarantors (as defined therein, including the Parent), Royal Bank of Canada, as administrative agent (in such capacity, the “A&R Credit Agreement Agent”), and the financial institutions and other entities party thereto as lenders (the “A&R Credit Agreement Lenders”), which A&R Credit Agreement [shall] (1) amend[s] and restate[s] the Credit Agreement, dated as of June 21, 2012, among the Company, the Guarantors and the Credit Agreement Agent (the “Existing Credit Agreement”) and (2) permit[s] the Company to obtain revolving loans and letters of credit in an aggregate principal amount not to exceed $200,000,000, and (ii) deliver[ed] a notice to the Pari Passu Collateral Agent designating the 2013 Note Obligations (as defined below) and the Second Term Loan Obligations (as defined below) as “Other Pari Passu Obligations” for purposes of the Intercreditor Agreement and the Collateral Agreements (the “Designation Notice”).

3. Each Guarantor that is the owner of a Vessel has entered into an assignment of earnings dated [            ] (each a “Shipowner Assignment of Earnings” and, collectively, the “Shipowner Assignments of Earnings”) and an assignment of insurances dated [            ] (each, a “Shipowner Assignment of Insurances” and, collectively, the “Shipowner Assignments of Insurances”). The Guarantors that are Internal Charterers have together either entered into or joined an assignment of earnings dated [            ] (the “Internal Charterer Assignment of Earnings” and, collectively with the Shipowner Assignments of Earnings, the “Assignments of Earnings”) and an assignment of insurances dated [            ] (the “Internal Charterer Assignment of Insurances” and, collectively with the Shipowner Assignments of Insurances, the “Assignments of Insurances”), with respect to the insurances and earnings, respectively, to which each Internal Charterer has rights in respect of the relevant Vessel.

4. In connection with the Tungsten Explorer, Tungsten Explorer Company (the “TE Owner”) has entered into that certain (i) deed of assignment, dated February 1, 2013 (the “Deed of Assignment”) with the Pari Passu Collateral Agent (as defined therein) relating to the Construction Contract (as defined therein) and (ii) notice of assignment to Korea Finance Corporation, dated February 1, 2013 ( the “Refund Guarantee Assignment”, together with the Deed of Assignment, the “Tungsten Explorer Assignments”) respecting the Irrevocable Stand-by Letter of Credit No. SLGQA770010006 in favor of TE Owner for account of Daewoo Shipbuilding and Marine Engineering Co., Ltd, dated May 27, 2011 (the “Refund Guarantee”) issued by Korea Finance Corporation.

5. In connection with the issuance of the 2013 Notes, the making of the Second Term Loans, the amendment and restatement of the Existing Credit Agreement and the designation contemplated by the Designation Notice, the parties hereto desire to enter into this Agreement.

ARTICLE I

CONFIRMATIONS AND GRANTS

Section 1.1 Security Interest.

(a) Each Guarantor that is the owner of a Vessel or that is an Internal Charterer hereby confirms and agrees that the Secured Obligations (as defined in the Ship Mortgage covering each Vessel) shall include the 2013 Note Obligations, the Second Term Loan Obligations and the A&R Credit Agreement Obligations as each such term is defined below. For purposes of this Agreement, the term “2013 Note Obligations” has the meaning given to such term in the Designation Notice, (ii) the term “Second Term Loan Obligations” has the meaning given to such term in the Designation Notice and (iii) the term “A&R Credit Agreement Obligations” means the “Obligations” (as defined in the A&R Credit Agreement), the Collateral Agreements and any other related document or instrument executed and delivered pursuant to such Obligations or Collateral Agreements.

(b) The TE Owner hereby confirms and agrees that the Secured Liabilities (as defined in the Deed of Assignment) shall include the 2013 Note Obligations, the Second Term Loan Obligations and the A&R Credit Agreement Obligations.

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(c) Any Guarantor that owns a Vessel or that is an Internal Charterer hereby confirms and agrees that the Refund Guarantee Assignment shall secure the Secured Obligations (as defined in the Ship Mortgage covering each Vessel, and expanded upon in Section 1.1(a) of this Agreement) including the 2013 Note Obligations, the Second Term Loan Obligations and the A&R Credit Agreement Obligations.

Section 1.2 Collateral Grant.

(a) For the avoidance of doubt, each Guarantor that is the owner of a Vessel or that is an Internal Charterer, hereby pledges, assigns and transfers to the Pari Passu Collateral Agent, and hereby grants to the Pari Passu Collateral Agent (as defined herein), for the ratable benefit of the Secured Parties (as defined in the Security Agreement), including, without limitation, the holders of the 2013 Notes, the 2013 Indenture Trustee, the 2013 Indenture Collateral Agent, the Second Term Loan Agent, the Second Term Loan Collateral Agent, the Second Term Loan Lenders, the A&R Credit Agreement Agent and the A&R Credit Agreement Lenders, a security interest in all of the (i) Insurances (as defined in the Assignments of Insurances) and other amounts described in the Assignments of Insurances, and (ii) freights, hires and other moneys earned by the Vessels and other amounts more fully described in the Assignments of Earnings, in each case now owned or at any time hereafter acquired by such Guarantor or in which such Guarantor now has or at any time in the future may acquire any right, title or interest, and any proceeds thereof.

(b) The TE Owner, hereby pledges, assigns and transfers to the Pari Passu Collateral Agent, and hereby grants to the Pari Passu Collateral Agent, for the ratable benefit of the Secured Parties (as defined in the Security Agreement), including, without limitation, the holders of the 2013 Notes, the 2013 Indenture Trustee, the 2013 Indenture Collateral Agent, the Second Term Loan Agent, the Second Term Loan Collateral Agent, the Second Term Loan Lenders, the A&R Credit Agreement Agent and the A&R Credit Agreement Lenders, a security interest in all of (i) the Assigned Rights (as defined in the Deed of Assignment), and (ii) the proceeds of all drawings payable to the TE Owner under the Refund Guarantee, in each case now owned or at any time hereafter acquired by the TE Owner or in which the TE Owner now has or at any time in the future may acquire any right, title or interest, and any proceeds thereof.

(c) This Agreement secures, and the interests assigned by Guarantors that are internal charterers of Vessels, and the TE Owner, respectively, as applicable, in their respective Assignments of Insurances or Assignments of Earnings or Tungsten Explorer Assignments, as applicable, are collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepay, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code (as defined in the Security Agreement)), of (i) all Secured Obligations (as defined in the Ship Mortgage covering each Vessel, and expanded upon in Section 1.1(a) of this Agreement) or (ii) all Secured Liabilities (as defined in the Deed of Assignment covering the Tungsten Explorer) including, without limitation, the 2013 Note Obligations, the Second Term Loan Obligations and the A&R Credit Agreement Obligations.

ARTICLE II

MISCELLANEOUS

Section 2.1 Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS AGREEMENT.

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Section 2.2 Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which shall constitute one agreement, and shall constitute a binding agreement when executed by each of the parties hereto. Delivery of an executed signature page to this Agreement by facsimile or PDF via electronic transmission shall be as effective as delivery of a manually signed counterpart of this Agreement. Signatures of the parties hereto transmitted by facsimile or PDF via electronic transmission shall be deemed to be their original signatures for all purposes.

Section 2.3 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

Section 2.4 Headings. The descriptive headings of the several sections of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

Section 2.5 Submission to Jurisdiction; Waiver of Jury Trial. EACH OF THE PARTIES HERETO IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK CITY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT. NONE OF THE PARTIES HERETO SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENT AND EACH OF THE PARTIES HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO ANY SUCH JURY TRIAL, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE, TO THE EXTENT ANY SUCH PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION.

Section 2.6 Entire Agreement. This Agreement embodies the entire agreement and understanding among the parties hereto and supersedes all prior agreements and understandings related to the subject matter hereof.

[Signatures On Next Page]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above.

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Pari Passu Collateral Agent
By:
	Name:
	Title:

OFFSHORE GROUP INVESTMENT LIMITED, a Cayman Islands exempted company
By:
	Name: Douglas G. Smith
	Title: CFO and Treasurer

[GUARANTOR], a
[                                         ]
By:
	Name:
	Title:

EX-4.2

Exhibit 4.2

EXECUTION VERSION

OFFSHORE GROUP INVESTMENT LIMITED

AND EACH OF THE GUARANTORS PARTY HERETO

11 ¹/₂% SENIOR SECURED FIRST LIEN NOTES DUE 2015

EIGHTH SUPPLEMENTAL INDENTURE

Dated as of March 28, 2013

Wells Fargo Bank, National Association,

as Trustee and Noteholder Collateral Agent

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”).

WHEREAS, the Company, the Guarantors and the Trustee and Noteholder Collateral Agent have executed and delivered that certain Indenture dated as of July 30, 2010 (the “Original Indenture”), providing for the issuance of the Company’s 11 ¹/₂% Senior Secured First Lien Notes due 2015 (the “Notes”), as amended by the First Supplemental Indenture dated as of May 20, 2011 (the “First Supplemental Indenture”), the Second Supplemental Indenture dated as of June 1, 2011 (the “Second Supplemental Indenture”), the Third Supplemental Indenture dated as of June 29, 2011 (the “Third Supplemental Indenture”), the Fourth Supplemental Indenture dated as of April 2, 2012 (the “Fourth Supplemental Indenture”), the Fifth Supplemental Indenture dated as of April 20, 2012 (the “Fifth Supplemental Indenture”), the Sixth Supplemental Indenture dated as of October 25, 2012 (the “Sixth Supplemental Indenture”) and the Seventh Supplemental Indenture dated as of December 3, 2012 (the “Seventh Supplemental Indenture” and, together with the Original Indenture, First Supplemental Indenture, Second Supplemental Indenture, Third Supplemental Indenture, Fourth Supplemental Indenture, Fifth Supplemental Indenture and Sixth Supplemental Indenture, the “Indenture”);

WHEREAS, Section 9.02 of the Indenture provides that the Indenture, the Notes and the Note Guarantees may be amended with the consent of Holders representing at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes);

WHEREAS, the Company has solicited consents, in accordance with Section 9.02 of the Indenture, from the Holders for certain proposed amendments (the “Proposed Amendments”) to the Indenture, the Notes and the Note Guarantees pursuant to the Offer to Purchase and Consent Solicitation Statement dated March 18, 2013 (as the same may be amended or supplemented from time to time, the “Statement”);

WHEREAS, (i) the Company has received the written consent of the Holders of a majority in principal amount of the outstanding Notes to the Proposed Amendments, all as certified by an Officers’ Certificate delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture, (ii) the Company has delivered to the Trustee and Noteholder Collateral Agent simultaneously with the execution and delivery of this Supplemental Indenture an Opinion of Counsel relating to this Supplemental Indenture as contemplated by Sections 9.06, 13.04 and 13.05 of the Indenture and (iii) the Company and the Guarantors have satisfied, performed and complied with all other conditions required under Article 9 of the Indenture to enable the Company, the Guarantors and the Trustee and Noteholder Collateral Agent to enter into this Supplemental Indenture and to make this Supplemental Indenture a valid and binding agreement of the Company and the Guarantors;

2

WHEREAS, pursuant to Sections 9.02 and 9.06 of the Indenture, the Trustee and Noteholder Collateral Agent is authorized to execute and deliver this Supplemental Indenture; and

WHEREAS, the Company desires to enter into, and, pursuant to the foregoing authority, has requested the Trustee and Noteholder Collateral Agent to join with it and the Guarantors in entering into, this Supplemental Indenture for the purpose of amending the Indenture, the Notes and the Note Guarantees in certain respects as permitted by Section 9.02 of the Indenture.

NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the benefit of the others and for the equal and ratable benefit of the Holders, as follows:

ARTICLE I

AMENDMENTS TO THE INDENTURE AND THE NOTES

Section 1.1 Amendments to the Indenture. (a) The Indenture is hereby amended by deleting Section 3.09 (“Special Mandatory Redemption”) of the Indenture and all references thereto and obligations thereunder, in its entirety, and replacing such Section with the following: “Intentionally omitted.”

(b) The Indenture is hereby amended by deleting the following Sections of Article 4 of the Indenture and all references thereto and obligations thereunder: 4.05 (“Taxes”), 4.07 (“Restricted Payments”), 4.08 (“Incurrence of Indebtedness and Issuance of Preferred Stock”), 4.09 (“Liens”), 4.10 (“Dividend and Other Payment Restrictions Affecting Subsidiaries”), 4.11 (“Transactions with Affiliates”), 4.12 (“Business Activities”), 4.13 (“Additional Note Guarantees”), 4.14 (“Designation of Restricted and Unrestricted Subsidiaries”), 4.16 (“Reports”), 4.18 (“Asset Sales”), 4.22 (“Platinum Explorer Delivery Date”) and 4.23 (“Dragonquest Delivery Date”), in each case in its entirety, and replacing each such Section with the following: “Intentionally omitted.”

(c) The Indenture is hereby amended by deleting Section 5.01 (“Merger, Consolidation, or Sale of Assets”) of the Indenture and all references thereto and obligations thereunder, in its entirety, and replacing such Section with the following: “Intentionally omitted.”

(d) The Indenture is hereby amended by deleting clauses (3), (4), (5), (6), (7) and (8) of Section 6.01 of the Indenture and all references thereto and obligations thereunder, in each case in its entirety, and replacing each such clause with the following: “Intentionally omitted.”

Section 1.2 Additional Amendments. Any and all additional provisions of the Indenture, the Notes and the Note Guarantees are hereby deemed to be amended to reflect the intentions of the amendments provided for in this Article I. The Trustee and the Noteholder Collateral Agent are authorized and directed to enter into such other amendments or waivers to the Indenture, the Notes, the Collateral Agreements, the Note Guarantees and the Intercreditor Agreement and any other applicable documents as are necessary to effectuate this Supplemental Indenture.

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ARTICLE II

MISCELLANEOUS PROVISIONS

Section 2.1 Defined Terms. For all purposes of this Supplemental Indenture, except as otherwise defined or unless the context otherwise requires, terms used in capitalized form in this Supplemental Indenture and defined in the Indenture have the meanings specified in the Indenture.

Section 2.2 Indenture. Except as expressly amended or deemed to be amended hereby, the Indenture, the Notes and the Note Guarantees are in all respects ratified and confirmed and all the terms shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby and all terms and conditions of both shall be read together as though they constitute a single instrument.

Section 2.3 Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 2.4 Successors. All agreements of the Company and the Guarantors in this Supplemental Indenture and the Notes shall bind their respective successors. All agreements of the Trustee and Noteholder Collateral Agent in this Supplemental Indenture shall bind their successors.

Section 2.5 Duplicate Originals. All parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement. It is the express intent of the parties to be bound by the exchange of signatures on this Supplemental Indenture via telecopy or other form of electronic transmission.

Section 2.6 Severability. In case any one or more of the provisions in this Supplemental Indenture shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law.

Section 2.7 Trustee Disclaimer. The Trustee and Noteholder Collateral Agent accepts the amendments of the Indenture effected by this Supplemental Indenture and agrees to execute the trust created by the Indenture as hereby amended, but on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee and Noteholder Collateral Agent, which terms and provisions shall in like manner define and limit its liabilities and responsibilities in the performance of the trust created by the Indenture as hereby amended, and without limiting the generality of the foregoing, the Trustee and Noteholder Collateral Agent shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company and the Guarantors, and the Trustee and Noteholder Collateral Agent make no representation with respect to any such matters. Additionally, the Trustee and Noteholder Collateral Agent make no representations as to the validity or sufficiency of this Supplemental Indenture.

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Section 2.8 Effectiveness. The Proposed Amendments effected by this Supplemental Indenture shall take effect immediately upon the provision by the Company to the Trustee of the Officers’ Certificates and Opinion of Counsel described in Section 9.06 of the Indenture.

Section 2.9 TIA Controls. If any provision of this Supplemental Indenture limits, qualifies or conflicts with another provision that is required to be included in this Supplemental Indenture or the Indenture by the TIA, as in force at the date that this Supplemental Indenture is executed, the provisions required by such TIA shall control.

Section 2.10 Supplemental Indenture Controls. In the event there is any conflict or inconsistency between the Indenture and this Supplemental Indenture, the Notes, the Collateral Agreements, the Note Guarantees or the Intercreditor Agreement, the provisions of this Supplemental Indenture shall control.

Section 2.11 Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year written above.

OFFSHORE GROUP INVESTMENT LIMITED, as the Company
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer
VANTAGE DRILLING COMPANY, as Parent and as a Guarantor
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer
VANTAGE HOLDING HUNGARY KFT, as Guarantor
By:	/s/ Mark Howell
	Name:	Mark Howell
	Title:	Managing Director
By:	/s/ Julia Varga
	Name:	Julia Varga
	Title:	Managing Director

[Signature Page to Eighth Supplemental Indenture]

VANTAGE DRILLING NETHERLANDS B.V., as Guarantor
By:	/s/ Linda J. Ibrahim
	Name:	Linda Jovana Ibrahim
	Title:	Managing Director A
By:	/s/ TMF Management B.V.
	Name:	TMF Management B.V.
	Title:	Managing Director B
By:	/s/ TMF Management B.V.
	Name:	TMF Management B.V.
	Title:	Managing Director B
P2021 RIG CO., as Guarantor
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer
VANTAGE INTERNATIONAL MANAGEMENT CO., as Guarantor
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer
VANTAGE DRILLER I CO., as Guarantor
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer

[Signature Page to Eighth Supplemental Indenture]

VANTAGE DRILLER II CO., as Guarantor
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer
VANTAGE DRILLER III CO., as Guarantor
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer
VANTAGE DRILLER IV CO., as Guarantor
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer
SAPPHIRE DRILLER COMPANY, as Guarantor
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer
EMERALD DRILLER COMPANY, as Guarantor
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer

[Signature Page to Eighth Supplemental Indenture]

P2020 RIG CO.,
as Guarantor
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer
VANTAGE HOLDINGS MALAYSIA I CO., as Guarantor
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer
VANTAGE DRILLING (MALAYSIA) I SDN. BHD., as Guarantor
By:	/s/ Ronald J. Nelson
	Name:	Ronald J. Nelson
	Title:	Director
VANTAGE DRILLING LABUAN I LTD., as Guarantor
By:	/s/ Ronald J. Nelson
	Name:	Ronald J. Nelson
	Title:	Director

[Signature Page to Eighth Supplemental Indenture]

DRAGONQUEST HOLDINGS COMPANY, as Guarantor
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer
VANTAGE DRILLING POLAND—LUXEMBOURG BRANCH, as Guarantor
By:	/s/ Ian Foulis
	Name:	Ian Foulis
	Title:	Branch Manager
VANTAGE HOLDINGS CYPRUS ODC LIMITED, as Guarantor
By:	/s/ Mark Howll
	Name:	Mark Howell
	Title:	Director
VANTAGE DEEPWATER COMPANY, as Guarantor
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer
VANTAGE DEEPWATER DRILLING, INC. as Guarantor
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer

[Signature Page to Eighth Supplemental Indenture]

TUNGSTEN EXPLORER COMPANY, as Guarantor
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer
VANTAGE DELAWARE HOLDINGS, LLC. as Guarantor
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer
PT. VANTAGE DRILLING COMPANY INDONESIA. as Guarantor
By:	/s/ David Tait
	Name:	David Tait
	Title:	Director

[Signature Page to Eighth Supplemental Indenture]

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:	/s/ John C. Stohlmann
	Name:	John C. Stohlmann
	Title:	Vice President
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Noteholder Collateral Agent
By:	/s/ John C. Stohlmann
	Name:	John C. Stohlmann
	Title:	Vice President

[Signature Page to Eighth Supplemental Indenture]

EX-4.3

Exhibit 4.3

SATISFACTION AND DISCHARGE OF INDENTURE

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”).

Reference is made to the Indenture dated as of July 30, 2010 (as amended by the First Supplemental Indenture dated as of May 20, 2011, the Second Supplemental Indenture dated as of June 1, 2011, the Third Supplemental Indenture dated as of June 29, 2011, the Fourth Supplemental Indenture dated as of April 2, 2012, the Fifth Supplemental Indenture dated as of April 20, 2012, the Sixth Supplemental Indenture dated as of October 25, 2012, the Seventh Supplemental Indenture dated as of December 3, 2012 and the Eighth Supplemental Indenture dated as of March 28, 2013, the “Indenture”), among the Company, each of the guarantors named therein (collectively, the “Guarantors”), and the Trustee, as trustee, noteholder collateral agent, paying agent and registrar. Capitalized terms not defined herein have the meanings given to them in the Indenture.

RECITALS

WHEREAS, the Indenture provided for the issuance by the Company of 11 ¹/₂ % Senior Secured First Lien Notes due 2015 (the “Notes”);

WHEREAS, pursuant to Section 3.07(c) of the Indenture, the Company elected to redeem the Notes in full on April 29, 2013 (“Redemption Date”) at the redemption price (expressed as a percentage of principal amount) of 108.625% (the “Redemption Price”), plus accrued and unpaid interest on the Notes redeemed to, but not including, the Redemption Date (the “Redemption”);

WHEREAS, in connection with the Redemption, the Company (i) authorized and directed the Trustee to send a notice of redemption to the holders of all outstanding Notes under the Indenture; (ii) irrevocably deposited with the Trustee, in trust, solely for the benefit of the holders of such outstanding Notes, cash in U.S. dollars in an amount as is sufficient to pay and discharge the entire outstanding Indebtedness on the Notes to the Redemption Date; and (iii) delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes on the Redemption Date;

WHEREAS, in compliance with Section 10.01 of the Indenture, the Company delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to the satisfaction and discharge of the Indenture and the release of the assets included in the Collateral securing the obligations under the Indenture have been satisfied;

WHEREAS, the Company requested that the Trustee execute proper instruments acknowledging satisfaction of and discharge of the Indenture, including, without limitation, this Satisfaction of Indenture.

NOW THEREFORE, THIS SATISFACTION AND DISCHARGE WITNESSETH:

1. The Indenture is discharged and ceases to be of further effect; provided, however, that notwithstanding the satisfaction and discharge of the Indenture, (a) the provisions of Sections 10.02 (“Application of Trust Money”) and 8.06 (“Repayment to Company”) of the Indenture shall survive and (b) unless otherwise set forth herein, this Satisfaction of Indenture shall not be deemed to discharge those provisions of Section 7.07 (“Compensation and Indemnity”) of the Indenture that, by their terms, survive the satisfaction and discharge of the Indenture.

2. All Liens and Mortgages on the Collateral and all other property of the Company or any Guarantor, and all related rights in respect thereof, securing Obligations under the Indenture, the Notes or the Note Guarantees (whether created by the Indenture, any Collateral Agreement, the Intercreditor Agreement or any other Indenture Document), including the Liens granted pursuant to Section 7.07(d) of the Indenture, are hereby released, discharged and terminated.

3. All obligations of the Company and the Guarantors under the Indenture and the Note Guarantees are deemed fully satisfied, discharged, terminated, released and null and void.

4. The Trustee agrees to take all actions and to execute all documents which the Company reasonably deems necessary or appropriate to give effect to the foregoing.

This Satisfaction of Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed this Satisfaction of Indenture as of the date first written above.

WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE, NOTEHOLDER COLLATERAL AGENT, PAYING AGENT AND REGISTRAR
By:	/s/ John C. Stohlmann
Name:	John C. Stohlmann
Title:	Vice President

SIGNATURE PAGE TO SATISFACTION AND DISCHARGE OF INDENTURE

EX-10.1

Exhibit 10.1

EXECUTION VERSION

$350,000,000

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 HERETO

CITIBANK, N.A.,

as Administrative Agent,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Collateral Agent,

CITIGROUP GLOBAL MARKETS INC.,

DEUTSCHE BANK SECURITIES INC.,

JEFFERIES FINANCE LLC,

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and

RBC CAPITAL MARKETS

as Joint Lead Arrangers and Joint Bookrunning Managers,

JEFFERIES FINANCE LLC and

RBC CAPITAL MARKETS,

as Co-Syndication Agents,

and

DEUTSCHE BANK SECURITIES INC. and

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

as Co-Documentation Agents

TABLE OF CONTENTS

			Page
ARTICLE I	DEFINITIONS			1
Section 1.01.		Defined Terms		1
Section 1.02.		Terms Generally		35
ARTICLE II	THE CREDITS			36
Section 2.01.		Term Loans		36
Section 2.02.		[Reserved]		36
Section 2.03.		Notice of Borrowing		36
Section 2.04.		Disbursement of Funds		36
Section 2.05.		Repayment of Loans; Evidence of Debt		37
Section 2.06.		Change of Control; Asset Sale; Mandatory Prepayments		39
Section 2.07.		[Reserved]		43
Section 2.08.		Interest		43
Section 2.09.		Interest Periods		43
Section 2.10.		Increased Costs, Illegality, etc		44
Section 2.11.		Compensation		45
Section 2.12.		Change of Lending Office		45
Section 2.13.		Notice of Certain Costs		45
Section 2.14.		Voluntary Prepayments		45
Section 2.15.		Fees		46
Section 2.16.		Method and Place of Payment		46
Section 2.17.		Net Payments		46
Section 2.18.		Limit on Rate of Interest		49
Section 2.19.		Pro Rata Sharing		50
Section 2.20.		Adjustments; Set-off		50
Section 2.21.		Interest Elections		51
Section 2.22.		Extension Offers		52
ARTICLE III	REPRESENTATIONS AND WARRANTIES			53
Section 3.01.		Corporate Status		53
Section 3.02.		Corporate Power and Authority; Enforceability; Security Interests		53
Section 3.03.		No Violation		53
Section 3.04.		Litigation		54
Section 3.05.		Margin Regulations		54
Section 3.06.		Governmental Approvals		54
Section 3.07.		Investment Company Act		54
Section 3.08.		True and Complete Disclosure		54

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TABLE OF CONTENTS

(continued)

			Page
Section 3.09.		Financial Condition; Financial Statements		55
Section 3.10.		Tax Matters		55
Section 3.11.		Compliance with ERISA		55
Section 3.12.		Subsidiaries; Capitalization		55
Section 3.13.		Accounting System		56
Section 3.14.		Intellectual Property		56
Section 3.15.		Environmental Laws		56
Section 3.16.		Labor Matters		57
Section 3.17.		Properties; Vessel Registration		57
Section 3.18.		Insurance		58
Section 3.19.		Permits		58
Section 3.20.		Solvency		58
Section 3.21.		No Receiver		58
Section 3.22.		No Material Adverse Effect		59
Section 3.23.		USA Patriot Act; Bank Secrecy Act; OFAC; FCPA; Money Laundering Laws		59
Section 3.24.		Security Interests; Collateral		59
Section 3.25.		No Liens or Financing Statements		61
Section 3.26.		No Restrictions on Payments of Dividends		61
Section 3.27.		Brokers		62
ARTICLE IV	CONDITIONS PRECEDENT			62
Section 4.01.		Conditions Precedent to Loans		62
ARTICLE V	[RESERVED]			66
ARTICLE VI	COVENANTS			66
Section 6.01.		[Reserved]		66
Section 6.02.		Reports and Other Information		67
Section 6.03.		Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock		68
Section 6.04.		Limitation on Restricted Payments		71
Section 6.05.		Dividend and Other Payment Restrictions Affecting Subsidiaries		73
Section 6.06.		Merger, Consolidation; Sale of Assets		74
Section 6.07.		Transactions with Affiliates		78
Section 6.08.		Compliance Certificate		80
Section 6.09.		Future Guarantors		80
Section 6.10.		Liens		80
Section 6.11.		Covenant Suspension Event		81
Section 6.12.		Business Activities		82

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TABLE OF CONTENTS

(continued)

			Page
Section 6.13.		Maintenance of Insurance		82
Section 6.14.		Payment of Taxes, etc		82
Section 6.15.		Compliance with Laws		83
Section 6.16.		Operation of Vessels		83
Section 6.17.		After-Acquired Property		83
Section 6.18.		Further Instruments and Acts		84
Section 6.19.		Plan		86
Section 6.20.		Payments for Consent		86
ARTICLE VII	EVENTS OF DEFAULT			86
Section 7.01.		Events of Default		86
Section 7.02.		Acceleration		88
Section 7.03.		Other Remedies		88
Section 7.04.		Waiver of Past Defaults		88
Section 7.05.		Control by Majority		89
ARTICLE VIII	THE AGENTS			89
Section 8.01.		Appointment		89
Section 8.02.		Delegation of Duties		89
Section 8.03.		Exculpatory Provisions		89
Section 8.04.		Reliance by Agents		90
Section 8.05.		Notice of Default		90
Section 8.06.		Non-Reliance on Administrative Agent, Collateral Agent and Other Lenders		90
Section 8.07.		Indemnification		91
Section 8.08.		Agents in Their Individual Capacity		91
Section 8.09.		Successor Agents		91
Section 8.10.		Payments Set Aside		92
Section 8.11.		Administrative Agent May File Proofs of Claim		92
Section 8.12.		Collateral Matters		93
Section 8.13.		Intercreditor Agreements and Collateral Matters		93
Section 8.14.		Withholding Tax		93
Section 8.15.		Authorization of Actions to be Taken by the Pari Passu Collateral Agent Under the Collateral Agreements and the Agents Under the Intercreditor Agreement		93
ARTICLE IX	GUARANTEE			94
Section 9.01.		Guarantee by the Guarantors, etc		94
Section 9.02.		Guarantors’ Obligations Absolute		95
Section 9.03.		Waivers		96

-iii-

TABLE OF CONTENTS

(continued)

			Page
Section 9.04.		Subrogation Rights		96
Section 9.05.		Separate Actions		96
Section 9.06.		Guarantors Familiar with Borrower’s Affairs		97
Section 9.07.		Covenant Under Second Term Loan Agreement		97
Section 9.08.		Solvency		97
Section 9.09.		Continuing Guarantee; Remedies Cumulative, etc		97
Section 9.10.		Application of Payments and Recoveries		97
Section 9.11.		Reinstatement		98
Section 9.12.		Contribution Among Guarantors		98
Section 9.13.		Full Recourse Obligations; Effect of Fraudulent Transfer Laws, etc		98
Section 9.14.		Termination		98
Section 9.15.		Enforcement Only by Administrative Agent		99
Section 9.16.		General Limitation on Claims by Guarantors		99
Section 9.17.		Guarantors that are Internal Charterers		99
ARTICLE X	MISCELLANEOUS			99
Section 10.01.		Amendments and Waivers		99
Section 10.02.		Notices		102
Section 10.03.		No Waiver; Cumulative Remedies		103
Section 10.04.		Survival of Representations and Warranties		103
Section 10.05.		Payment of Expenses; Indemnification		103
Section 10.06.		Successors and Assigns; Participations and Assignments		104
Section 10.07.		Replacements of Lenders Under Certain Circumstances		107
Section 10.08.		Counterparts		107
Section 10.09.		Severability		108
Section 10.10.		GOVERNING LAW		108
Section 10.11.		Submission to Jurisdiction; Consent to Service; Waivers		108
Section 10.12.		Acknowledgments		109
Section 10.13.		WAIVERS OF JURY TRIAL		109
Section 10.14.		Confidentiality		109
Section 10.15.		No Advisory or Fiduciary Responsibility		109
Section 10.16.		USA PATRIOT Act		110
Section 10.17.		Conversion of Currencies		110
Section 10.18.		Platform; Borrower Materials		110
Section 10.19.		Intercreditor Agreement		111
Section 10.20.		Integration		111

-iv-

TABLE OF CONTENTS

(continued)

		Page
Section 10.21.	Administrative Borrower		111
Section 10.22.	Joint and Several Liability; Postponement of Subrogation		111
Section 10.23.	Name Agents		112
Section 10.24.	OID LEGEND		112
Section 10.25.	Release of Liens		112
Section 10.26.	Release of Guarantees		113

-v-

Exhibits and Schedules

Exhibit A	Form of Assignment and Acceptance
Exhibit B	Form of Note
Exhibit C	Form of Interest Period Election Request
Exhibit D-1 – D-4	Form of U.S. Tax Compliance Certificate
Exhibit E	Form of Permitted Loan Purchase Assignment and Acceptance
Exhibit F	Form of Notice of Borrowing
Exhibit G	Form of Annual Compliance Certificate
Exhibit H	Form of Joinder Agreement
Exhibit I-1	Form of Assignment of Insurance – Owner
Exhibit I-2	Form of Assignment of Insurance by Internal Charterers
Exhibit J-1	Form of Assignment of Earnings – Owner
Exhibit J-2	Form of Assignment of Earnings by Internal Charterers
Exhibit K-1	Form of Ship Mortgage - Panama
Exhibit K-2	Form of Ship Mortgage and Deed of Covenants – Bahamas
Exhibit L	Form of Opinion of Bahamian Legal Counsel
Schedule 2.01	Commitments and Lenders
Schedule 3.01	Corporate Status
Schedule 3.03	No Violation - No Conditions
Schedule 3.04	Litigation
Schedule 3.12(A)	Subsidiaries
Schedule 3.12(B)	Capitalization - Liens on Equity Interests
Schedule 3.12(C)	Capitalization - Authorized or Outstanding Interests
Schedule 3.15	Environmental Laws
Schedule 3.19	Permits
Schedule 3.26	Restrictions on Payments of Dividends
Schedule 6.06(h)	Additional Partial Vessel Sale Provisions
Schedule 6.18(d)	Post-Closing Actions

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.

WHEREAS, it is intended that the Company will issue up to $775,000,000 in aggregate principal amount of New Notes on the Closing Date (as hereinafter defined);

WHEREAS, the Administrative Borrower has requested that on the Closing Date (as hereinafter defined), the Lenders provide Loans to the Borrowers in an aggregate principal amount of $350,000,000;

WHEREAS, the net proceeds of the Loans, together with the net proceeds of the New Notes, will be used on the Closing Date and thereafter (a) to finance the consummation of the Tender Offer and Consent Solicitation and retire all of the 2019 Notes, (b) to pay Transaction Fees and (c) for general corporate purposes;

NOW, THEREFORE, the Lenders are willing to make such Loans to the Borrowers on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below:

“2015 Indenture” means the indenture, dated as of July 30, 2010, of the Company and the Parent (as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time), with the Guarantors (as defined therein), and the noteholder collateral agent named therein pursuant to which the 2015 Notes were issued.

“2015 Notes” means the Company’s 11 1/2% Senior Secured First Lien Notes due 2015 issued under the 2015 Indenture.

“2019 Holders” means the Holders (as defined in the 2019 Indenture) of the 2019 Notes.

“2019 Indenture” means the indenture, dated as of October 25, 2012, of the Company and the Parent (as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time), with the Guarantors (as defined therein), and the 2019 Noteholder Agent pursuant to which the 2019 Notes were issued.

“2019 Indenture Documents” means the 2019 Indenture and any agreement, instrument or other document evidencing or governing any 2019 Note Obligations.

“2019 Noteholder Agent” means Wells Fargo Bank, National Association, and any and all successors thereto, as trustee and collateral agent (together with its successors and permitted assigns) under the 2019 Indenture.

“2019 Note Obligations” means the “Obligations” (as defined in the 2019 Indenture) of the Grantors under the 2019 Indenture, the 2019 Notes, the Collateral Agreements and any other related document or instrument executed and delivered pursuant to any of the foregoing.

“2019 Notes” means the Company’s 7.5% Senior Secured First Lien Notes due 2019 issued under the 2019 Indenture.

“2019 Notes Secured Parties” means, collectively, the 2019 Holders (including the holders of any additional notes subsequently issued under and in compliance with the terms of the 2019 Indenture) and the 2019 Noteholder Agent.

“2019 Trustee” means Wells Fargo Bank, National Association, as trustee (together with its successors and permitted assigns) under the 2019 Indenture.

“ABR” means, for any day, a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the highest of (a) the rate of interest per annum determined by Citibank, N.A. as its prime rate in effect at its principal office in New York, New York, and notified to the Administrative Borrower, (b) 1/2 of 1% per annum above the Federal Funds Rate and (c) 1% per annum above the one-month Adjusted LIBOR.

“ABR Borrowing” means a Borrowing comprised of ABR Loans.

“ABR Loan” means a Loan bearing interest at a rate equal to the ABR plus the Applicable Margin.

“Acquired Debt” means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person (regardless of the form of the applicable transaction by which such Person became a Subsidiary) or expressly assumed in connection with the acquisition of assets from any such Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person or of such Indebtedness being incurred in connection with the acquisition of assets; and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

Acquired Debt will be deemed to be incurred on the date the acquired Person becomes a Subsidiary or the later of the date such Indebtedness is incurred or the date of the related acquisition of assets from such Person.

“Additional Vessel” means a drilling rig or drillship or other vessel that is used or useful in the Permitted Business; provided that upon the consummation of a Vessel Asset Sale where all of the interests in any such Additional Vessel are sold, leased, conveyed or otherwise disposed of in a transaction that complies with the terms of this Agreement, including the provisions of Section 6.05 and Section 6.06, such Additional Vessel shall not thereafter constitute an Additional Vessel hereunder.

“Adjusted LIBOR” means, with respect to any Interest Period, an interest rate per annum equal to the product of (a) the LIBOR in effect for such Interest Period and (b) Statutory Reserves.

“Administrative Agent” means Citibank, N.A., as the administrative agent for the Lenders under this Agreement and the other Loan Documents, or any successor administrative agent appointed in accordance with the provisions of Section 8.09.

“Administrative Borrower” means the Company.

“Administrative Questionnaire” shall have the meaning set forth in Section 10.06(b)(ii)(4).

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition,

2

“control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that Beneficial Ownership of 10% or more of the Voting Stock of a Person will be deemed to constitute control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

“Affiliate Transaction” shall have the meaning set forth in Section 6.07(a).

“Agent” means each of the Administrative Agent and the Collateral Agent.

“Agreement” shall have the meaning set forth in the preamble hereto, as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“Agreement Currency” shall have the meaning set forth in Section 10.17(b).

“Amendment to the Deed of Covenants” shall have the meaning set forth in Section 3.24(b).

“Amendments” shall have the meaning set forth in Section 3.24(b).

“Applicable Creditor” shall have the meaning set forth in Section 10.17(b).

“Applicable Margin” means 4.50% in the case of a LIBOR Loan (or 3.50% in the case of an ABR Loan).

“Approved Fund” shall have the meaning set forth in Section 10.06(b).

“Asset Sale” means:

(1) the sale, lease, conveyance or other disposition of any assets or rights; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Parent, the Company, and the Restricted Subsidiaries, taken as a whole, or of the Company and the Restricted Subsidiaries taken as a whole will be governed by the provisions of Section 2.06(a) and/or Section 6.06 and not by the provisions of Section 2.06(b) or (c).

(2) the issuance of Equity Interests in any of the Restricted Subsidiaries or the sale of Equity Interests in any of the Company’s Subsidiaries other than statutory or directors qualifying shares; and

(3) an Involuntary Transfer.

Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:

(1) any single transaction or series of related transactions that involves assets having a Fair Market Value or that results in generating Net Proceeds, in either case, of less than $10,000,000;

(2) a transfer of Equity Interests or other assets between or among the Company and any of the Restricted Subsidiaries;

(3) an issuance of Equity Interests by a Restricted Subsidiary to the Company or to another Restricted Subsidiary;

(4) the sale or lease or other disposition of products, services or accounts receivable in the ordinary course of business and any sale or conveyance or other disposition of damaged, worn-out or obsolete assets in the ordinary course of business;

3

(5) the sale or other disposition of cash or Cash Equivalents;

(6) a Restricted Payment that does not violate Section 6.04 or a Permitted Investment;

(7) the pledge, asset sale or other disposition by the Parent or any Excluded Parent Subsidiary of the Equity Interests of any Excluded Parent Subsidiary; and

(8) any transfer of property in connection with a sale and leaseback transaction other than the sale and leaseback of a Vessel.

“Asset Sale Offer” shall have the meaning set forth in Section 2.06(b)(ii).

“Asset Sale Offer Payment Date” shall have the meaning set forth in Section 2.06(b)(v)(2).

“Assignee” shall have the meaning set forth in Section 10.06(b).

“Assignment and Acceptance” means an assignment and acceptance entered into by a Lender and an Assignee, and accepted by the Administrative Agent (if required by Section 10.06, substantially in the form of Exhibit A or such other form as shall be approved by the Administrative Agent).

“Authorized Officer” means as to any Person, the Chairman of the Board, the President, the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, any Executive Vice President, Senior Vice President or Vice President, the Treasurer, the Assistant or Vice Treasurer, the Vice President-Finance, the General Counsel, the Secretary, the Assistant Secretary and any director, manager, managing member or general partner, in each case, of such Person, and any other senior officer designated as such in writing to the Administrative Agent by such Person. Any document delivered hereunder that is signed by an Authorized Officer shall be conclusively presumed to have been authorized by all necessary corporate, limited liability company, partnership and/or other action on the part of the applicable Credit Party and such Authorized Officer shall be conclusively presumed to have acted on behalf of such Person.

“Authorized Representative” means (i) in the case of any Loan Obligations or the Secured Parties, the Administrative Agent, (ii) in the case of the 2019 Note Obligations, the 2019 Trustee, (iii) in the case of any Series of Other Pari Passu Obligations or Other Pari Passu Secured Parties that become subject to the Intercreditor Agreement, including under the New Indenture and this Agreement, the Authorized Representative named for such Series, and (iv) in the case of the Credit Agreement Obligations, the Credit Agreement Agent.

“Bank Secrecy Act” means the federal Bank Secrecy Act (31 U.S.C. §§ 5311 et seq.), as amended by the USA Patriot Act or otherwise from time to time, and all regulations thereunder and any successor regulations.

“Bankruptcy Code” means Title 11 of the United States Code, as amended.

“Bankruptcy Law” means the Bankruptcy Code, or any similar Federal, state or foreign bankruptcy, insolvency, receivership or similar law, including laws for the relief of debtors.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns,” “Beneficial Ownership” and “Beneficially Owned” have a corresponding meaning.

“Bill of Sale” means that certain bill of sale from DSME to the Company or a Restricted Subsidiary transferring title of the Tungsten Explorer to the Company or a Restricted Subsidiary free and clear of all Liens.

4

“Board” means the Board of Governors of the Federal Reserve System of the United States of America.

“Board of Directors” means:

(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

(2) with respect to a partnership, the board of directors of the general partner of the partnership;

(3) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof or the manager or any committee of managers; and

(4) with respect to any other Person, the board or committee of such Person serving a similar function.

“Borrowers” shall have the meaning set forth in the preamble to this Agreement.

“Borrower Materials” shall have the meaning set forth in Section 10.18.

“Borrowing” means a group of Loans of a single Type and made on a single date and, in the case of LIBOR Loans, as to which a single Interest Period is in effect.

“Builder’s Certificate” means the builder’s certificate delivered by DSME in accordance with the terms of the Tungsten Explorer Construction Contract.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that (a) when used in connection with any Loan (other than an ABR Loan), the term “Business Day” shall also exclude any day on which banks are not open for dealings in deposits in the applicable currency in the London interbank market.

“Calculation Date” means the date on which the event occurred for which the calculation of Parent Consolidated Cash Flow or Company Consolidated Cash Flow is made.

“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

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“Cash Equivalents” means:

(1) United States dollars;

(2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than six months from the date of acquisition;

(3) certificates of deposit and Eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500,000,000 and a Thomson Bank Watch Rating of “B” or better;

(4) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5) commercial paper having one of the two highest ratings obtainable from Moody’s or S&P and, in each case, maturing within six months after the date of acquisition;

(6) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition; and

(7) investments in (a) Foreign Deposit Accounts and cash management facilities maintained at one of the three largest banks in which any Restricted Subsidiary or any Other Guarantor maintains its registered or local office and (b) such investments as are comparable to the cash equivalents described in clauses (1) through (6) above that are customary investments for entities in such jurisdictions and that are consistent with the goal of preservation of capital and that are prudent under the circumstances.

“CFC” means a “controlled foreign corporation” within the meaning of Section 957 of the Code.

“Change in Law” means (a) the adoption of any law, treaty, order, policy, rule or regulation after the Closing Date, (b) any change in any law, treaty, order, policy, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the Closing Date or (c) compliance by any Lender with any guideline, request, directive or order enacted or promulgated after the Closing Date by any central bank or other Governmental Authority or quasigovernmental authority (whether or not having the force of law); provided that notwithstanding anything herein to the contrary, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) and all guidelines, requests, directives, orders, rules and regulations adopted, enacted or promulgated in connection therewith shall be deemed to have gone into effect after the Closing Date regardless of the date adopted, enacted or promulgated and shall be included as a Change in Law only to the extent a Lender is imposing applicable increased costs or costs in connection with capital adequacy requirements similar to those described in clauses (a)(ii) and (c) of Section 2.10 generally on other borrowers of loans under United States credit facilities.

“Change of Control” means the occurrence of any of the following:

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Parent, the Company and the Restricted Subsidiaries taken as a whole (other than assets of Excluded Parent Subsidiaries) or the Company and the Restricted Subsidiaries taken as a whole, in either case, to any “person” (as that term is used in Section 13(d) of the Exchange Act);

(2) any “person” (as defined above) acquires, directly or indirectly, in one or a series of transactions Beneficial Ownership of more than 50% of the Voting Stock of the Parent (or any other direct or

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indirect parent of the Company) or the Company and maintains such Beneficial Ownership of more than 50% of the Voting Stock of the Parent (or any other direct or indirect parent of the Company) or the Company, measured by voting power rather than number of shares, for more than 15 consecutive Business Days;

(3) the adoption of a plan relating to the liquidation or dissolution of the Parent, the Company or US Borrower;

(4) the consummation of any transaction or any series of transactions (including, without limitation, any merger, consolidation or other business combination), the result of which is that any “person” (as defined above), becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Parent (or any other direct or indirect parent of the Company), measured by voting power rather than number of shares;

(5) the Parent or the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Parent or the Company, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Parent or the Company or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of the Parent or the Company outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance);

(6) the first day on which the Parent ceases to own at least 90% of the outstanding Equity Interests of the Company or the Company ceases to own 100% of the outstanding Equity Interests of US Borrower; or

(7) the first day on which a majority of the members of the Board of Directors of the Parent are not Continuing Directors.

“Change of Control Offer” shall have the meaning set forth in Section 2.06(a)(ii).

“Change of Control Payment Date” shall have the meaning set forth in Section 2.06(a)(ii)(3).

“Closing Date” means the date on which all the conditions set forth in Section 4.01 shall have been satisfied (or waived in accordance with Section 10.01).

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” means all assets and property, whether now owned, or hereafter acquired, upon which a Lien or Mortgage securing the Loan Obligations is granted or purported to be granted under any Collateral Agreements.

“Collateral Agent” means Wells Fargo Bank, National Association, as collateral agent for the benefit of the Secured Parties (and, as applicable, as Pari Passu Collateral Agent for the Secured Parties and the other holders of Pari Passu Obligations), or any successor collateral agent appointed in accordance with the provisions of Section 8.09 and the provisions of the Intercreditor Agreement.

“Collateral Agreements” means, collectively, the Security Agreement, each Mortgage, each assignment, the Intercreditor Agreement, Intercreditor Joinder Agreements, the Insurance and Earnings Supplement, the Intercreditor Designation Notice and each other instrument, including any security document or pledge agreement, creating Liens in favor of the Pari Passu Collateral Agent as required by this Agreement or the Intercreditor Agreement, in each case, as the same may be in effect from time to time.

“Commitment” means, with respect to each Lender, the commitment of such Lender to make a Loan on the Closing Date pursuant to Section 2.01(a), expressed as the principal amount of the Loan to be made by such Lender pursuant to such Section. The amount of each Lender’s Commitment is set forth on Schedule 2.01. The aggregate principal amount of the Commitments is $350,000,000.

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“Common Collateral” means, at any time, Collateral in which the Pari Passu Collateral Agent and/or holders of one or more Series of Pari Passu Obligations (or their respective Authorized Representatives) hold a valid and perfected security interest at such time. Notwithstanding the foregoing, neither Credit Agreement Excluded Collateral nor Pari Passu Excluded Collateral will constitute Common Collateral.

“Company” shall have the meaning set forth in the preamble to this Agreement.

“Company Consolidated Cash Flow” means, with respect to any period, the Consolidated Net Income of the Company for such period plus, without duplication:

(1) an amount equal to (a) any extraordinary loss plus (b) any net loss realized by the Company or any of the Restricted Subsidiaries in connection with an Asset Sale, to the extent such losses were deducted in computing such Consolidated Net Income; plus

(2) provision for taxes based on income or profits of the Company and the Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(3) the Consolidated Interest Expense of the Company and the Restricted Subsidiaries to the extent that such Consolidated Interest Expenses were deducted in computing such Consolidated Net Income; plus

(4) depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of the Company and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; minus

(5) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business, in each case, on a consolidated basis and determined in accordance with GAAP.

Company Consolidated Cash Flow shall be calculated to give effect to the following:

(A) Pro forma effect shall be given to any acquisition of a company, business, asset or Vessel that has been made by the Company or any of the Restricted Subsidiaries during the four-quarter reference period, or approved and expected to be consummated within 30 days of the Calculation Date, including, in each case, through a merger or consolidation or an acquisition, and including any related financing transactions, in each case during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date, in each case, as if such transaction had occurred on the first day of the applicable four-quarter reference period.

(B) Company Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, shall be excluded.

(C) The provision for taxes based on the income or profits of, and the depreciation, amortization and other non-cash expenses of, a Restricted Subsidiary will be added to Consolidated Net Income to compute Company Consolidated Cash Flow only to the extent that a corresponding amount would be permitted at the date of determination to be dividended to the Company by such Restricted Subsidiary without prior governmental approval (that has not been obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Restricted Subsidiary or its stockholders.

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For the avoidance of doubt, the calculation of the ratio test set forth in Section 6.03(a)(ii), shall give effect to any incurrence, assumption or guarantee of any Indebtedness relating to the construction, delivery and/or acquisition of any Vessel in accordance with the foregoing clause (A).

“Confidential Information” shall have the meaning set forth in Section 10.14.

“Consent Solicitation” means the solicitation of consents from the holders of the 2015 Notes by the Company, upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated March 18, 2013, and in the accompanying Consent and Letter of Transmittal, as the same may be amended or supplemented from time to time.

“Consolidated Cash Flow” means Parent Consolidated Cash Flow or Company Consolidated Cash Flow, as applicable, on the applicable Calculation Date.

“Consolidated Interest Coverage Ratio” means, with respect to any Person for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Consolidated Interest Expense of such Person for such period; provided, however, that the Consolidated Interest Coverage Ratio shall be calculated giving pro forma effect to any transaction that may be given pro forma effect in accordance with Article 11 of Regulation S-X under the Securities Act as in effect from time to time; provided, further, however, that (a) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, shall be excluded and (b) the Consolidated Interest Expense attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, shall be excluded, but only to the extent that the obligations giving rise to such Consolidated Interest Expense will not be obligations of the referent Person or any of the Restricted Subsidiaries (in the case of the Company) or the referent Person and its Subsidiaries (in the case of the Parent) following the Calculation Date.

“Consolidated Interest Expense” means, with respect to any Person for any period, the sum, without duplication, of:

(1) the consolidated interest expense of such Person and its Restricted Subsidiaries (in the case of the Company), or such Person and its Subsidiaries (in the case of the Parent) for such period, whether paid or accrued (including, without limitation, amortization of original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net payments (if any) pursuant to Hedging Obligations but excluding:

(a) amortization of debt issuance costs; and

(b) any nonrecurring charges relating to any premium or penalty paid, write off of deferred finance costs or original issue discount or other charges in connection with redeeming or otherwise retiring any Indebtedness prior to its Stated Maturity, to the extent that any of such nonrecurring charges constitute interest expense); and

(2) the consolidated interest expense of such Person and any Restricted Subsidiaries (in the case of the Company) or such Person and its Subsidiaries (in the case of the Parent) that was capitalized during such period.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries (in the case of the Company) or such Person and its Subsidiaries (in the case of the Parent) for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

(1) the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary;

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(2) the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders;

(3) the cumulative effect of a change in accounting principles will be excluded; and

(4) non-cash gains and losses due solely to fluctuations in currency values will be excluded.

“Consolidated Tangible Assets” means, with respect to any Person as of any date, the amount which, in accordance with GAAP, would be set forth under the caption “Total Assets” (or any like caption) on a consolidated balance sheet of such Person and its Restricted Subsidiaries, less all goodwill, patents, tradenames, trademarks, copyrights, franchises, experimental expenses, organization expenses and any other amounts classified as intangible assets in accordance with GAAP.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Parent who:

(1) was a member of such Board of Directors on the Closing Date; or

(2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election; provided, however, that if a majority of the members of the Board of Directors of the Parent are at any time nominated for election by any single “person” or any group of persons having any agreement, arrangement or understanding with respect to nomination of directors (as the term “person” is used in Section 13(d) of the Exchange Act) and elected to the Board of Directors of the Parent, each member so nominated and elected shall not be a Continuing Director, regardless of whether such member is currently serving, or has previously served, as a member of the Board of Directors of the Parent.

“Contract Unwind Trigger” means the termination of the underlying Drilling Contract and the collection of all revenue and accounts receivable owing under such Drilling Contract to the applicable Subsidiary.

“Contract Winning Trigger” means the entering into a Drilling Contract by any direct or indirect Subsidiary of the Parent or the Company that is not already a Guarantor or the US Borrower, under which the drilling services are to be performed by a Vessel or any Additional Vessel of the Company or any Restricted Subsidiary.

“Covenant Suspension Event” shall have the meaning set forth in Section 6.11(a).

“Credit Agreement” means that certain Amended and Restated Credit Agreement dated on or about March 28, 2013, as amended, restated, modified, renewed, refunded, replaced or refinanced, among the Parent, the Company, the guarantors from time to time party thereto, the lenders from time to time party thereto, the Credit Agreement Collateral Agent and the Credit Agreement Agent.

“Credit Agreement Agent” means Royal Bank of Canada, together with its successors and permitted assigns in such capacity.

“Credit Agreement Collateral Agent” means the collateral agent under the Credit Agreement, which shall initially be Wells Fargo Bank, National Association.

“Credit Agreement Collateral Agreements” means the Collateral Agreements and any agreement, document or instrument pursuant to which a Lien is granted by any Grantor to secure any Credit Agreement Obligations or under which rights or remedies with respect to any such Lien are governed, as the same may be amended, restated, modified, renewed, refunded, replaced or Refinanced from time to time as permitted by the Pari Passu Documents.

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“Credit Agreement Documents” means the Credit Agreement, the Credit Agreement Collateral Agreements and any other agreement, instrument or other document evidencing or governing any Credit Agreement Obligations.

“Credit Agreement Excluded Collateral” shall have the meaning set forth in the Intercreditor Agreement.

“Credit Agreement Obligations” means Indebtedness incurred pursuant to the Credit Agreement and which is permitted pursuant to this Agreement, the Existing Term Loan Facility, the 2019 Indenture and Section 4.08 of the New Indenture to be secured by a first Lien that is pari passu on the Common Collateral, in an aggregate principal amount for all such Indebtedness not to exceed $200,000,000 plus interest (including interest which but for the filing of a petition in bankruptcy with respect to either Borrower, the Parent or any other Guarantor (in each case, including in its capacity as a co-borrower thereunder), would have accrued on such obligations, whether or not a claim for such interest or fees is allowed in such proceeding), fees, costs and expenses including legal fees and expenses to the extent authorized under the Credit Agreement Documents.

“Credit Agreement Secured Parties” means, collectively, the lenders from time to time party to the Credit Agreement, the Credit Agreement Collateral Agent and the Credit Agreement Agent.

“Credit Facility” means a credit agreement, including the Credit Agreement, term loan (other than the Loans and the loans under the Existing Term Loan Facility), promissory note or notes with, or other evidence of Indebtedness to, banks or other institutional lenders, investors or credit providers, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

“Credit Party” means each Borrower and each Guarantor.

“Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.

“Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of Indebtedness (or any Person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such Indebtedness by the Parent, either Borrower or any of the Subsidiaries.

“Deepwater Vessel” means each of (i) the Bahamian flag vessels the Platinum Explorer, the Titanium Explorer and, upon delivery to the applicable Guarantor, the Tungsten Explorer, and (ii) any other deepwater vessel hereafter acquired by the Company or any Restricted Subsidiary. For the avoidance of doubt, as of the Closing Date, the Panamanian flag vessels the Emerald Driller, the Sapphire Driller, the Topaz Driller and the Aquamarine Driller are not Deepwater Vessels.

“Default” means any event which is, or with passage of time or the giving of notice both would be, an Event of Default.

“Designated Non-cash Consideration” means the Fair Market Value of non-cash consideration received by the Parent, the Company or a Restricted Subsidiary in connection with an Asset Sale, less the amount of cash or Cash Equivalents received in connection with a subsequent sale or other disposition of such Designated Non-cash Consideration. For the avoidance of doubt, the assets described in clauses (i), (ii) and (iii) of Section 6.06(e) shall not constitute Designated Non-cash Consideration.

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“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the Maturity Date. Notwithstanding the preceding sentence, the following will not constitute Disqualified Stock:

(1) any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Parent or the Company to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale if the terms of such Capital Stock provide that the Parent or the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 6.04; and (2) Capital Stock that is convertible or exchangeable into other Capital Stock. The amount of Disqualified Stock deemed to be outstanding at any time for purposes of this Agreement will be the maximum amount that the Parent or the Company and the Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.

“Drilling Contract” means any drilling contract in respect of any Vessel or other contract for use of any Vessel (except Internal Charters and Permitted Third Party Charters).

“DSME” means Daewoo Shipbuilding & Marine Engineering Co., Ltd., a corporation organized and existing under the laws of the Republic of South Korea.

“Earnings Account” means, collectively, the interest bearing accounts maintained from time to time with JPMorgan Chase Bank, N.A., the Pari Passu Collateral Agent or another financial institution reasonably acceptable and located in the United States subject to an account control agreement, except to the extent prohibited by applicable law.

“Earnings Assignment” means, collectively, the first priority assignments of earnings in favor of the Pari Passu Collateral Agent given by the Company, each applicable Guarantor, and each applicable Internal Charterer respecting all earnings derived from the Vessels and their respective operations, substantially in the form attached hereto as Exhibits J-1 or J-2, as the same may be amended, supplemented or modified from time to time.

“Environmental Claims” means any and all actions, suits, orders, decrees, demands, demand letters, claims, liens, notices of noncompliance, violation or potential responsibility or investigation (other than internal reports prepared by or on behalf of the Parent or any of its Subsidiaries (a) in the ordinary course of such Person’s business or (b) as required in connection with a financing transaction or an acquisition or disposition of real estate) or proceedings arising under or based upon any Environmental Law or any permit issued, or any approval given, under any such Environmental Law (hereinafter, “Claims”), including, without limitation, (i) any and all Claims by governmental or regulatory authorities for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law and (ii) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief relating to the presence, release or threatened release of Hazardous Materials or arising from alleged injury or threat of injury to health or safety (to the extent relating to human exposure to Hazardous Materials), or the environment including, without limitation, ambient air, surface water, groundwater, land surface and subsurface strata and natural resources such as wetlands.

“Environmental Law” means any applicable Federal, state, foreign or local statute, law, rule, regulation, ordinance, code and rule of common law now or hereafter in effect and in each case as amended, and any binding judicial or administrative interpretation thereof, including any binding judicial or administrative order, consent decree or judgment, relating to the protection of the environment, including, without limitation, ambient air, surface water, groundwater, land surface and subsurface strata and natural resources such as wetlands, or human health or safety, or Hazardous Materials.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

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“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time. Section references to ERISA are to ERISA as in effect on the Closing Date and any subsequent provisions of ERISA amendatory thereof, supplemental thereto or substituted therefor.

“ERISA Affiliate” means each person (as defined in Section 3(9) of ERISA) that together with the Parent or any other Group Party would be deemed to be a “single employer” within the meaning of Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“Event of Default” shall have the meaning set forth in Section 7.01.

“Event of Loss” means any of the following events:

(1) the actual or constructive total loss of a Vessel or the agreed or compromised total loss of a Vessel;

(2) the destruction of a Vessel;

(3) damage to a Vessel to an extent, determined in good faith by the Parent within 90 days after the occurrence of such damage as shall make repair thereof uneconomical or shall render such Vessel permanently unfit for normal use (other than obsolescence); or

(4) the condemnation, confiscation, requisition for title, seizure, forfeiture or other taking of title to or use of a Vessel that shall not be revoked within six months.

An Event of Loss shall be deemed to have occurred:

(A) in the event of the destruction or other actual total loss of a Vessel, on the date of such loss, or if such date is unknown, on the date such Vessel was last reported;

(B) in the event of a constructive, agreed or compromised total loss of a Vessel, on the date of determination of such total loss;

(C) in the case of any event referred to in clause (3) above, upon such date of determination; or

(D) in the case of any event referred to in clause (4) above, on the date that is six months after the occurrence of such event.

“Event of Loss Proceeds” means all compensation, damages and other payments (including insurance proceeds) received by the Parent, the Company, or a Subsidiary of either of them, or either Agent, jointly or severally, from any Person, including any Governmental Authority, with respect to or in connection with an Event of Loss.

“Excluded Collateral” shall have the meaning set forth in the Security Agreement.

“Excess Proceeds” shall have the meaning set forth in Section 2.06(b)(ii).

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Excluded Parent Subsidiaries” means the current and future Subsidiaries of the Parent that are not the Company, the Guarantors or the Restricted Subsidiaries. As of the Closing Date, the Excluded Parent Subsidiaries consisted of Vantage Luxembourg I SARL, Vantage Energy Services Inc., Vantage International Management Co. Pte. Ltd., Vantage International Payroll Company, Vantage Driller V Co., Vantage Driller VI Co.,

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Vantage Holdings Caymans, Platinum Explorer Company, Titanium Explorer Company, Cobalt Explorer Company, Vantage Holdings Malaysia II Co, Vantage Deepwater Holdings Company, Cobalt Explorer Holdings Company, Vantage Drilling de Mexico SRL CV, Vantage Luxembourg II SARL, Advantage ODC Limited, Vantage Drilling Netherlands II BV and Vantage Drilling do Brasil Servicios de Petroleo Ltda.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by its overall net income or profits (however denominated), and franchise (and similar) Taxes and branch profits Taxes, in each case (i) imposed by a jurisdiction (including any political subdivision thereof) as a result of such Recipient being organized under the laws of, or having its principal office in, or in the case of any Lender, having its applicable Lending Office in, such jurisdiction, or (ii) that are Other Connection Taxes, (b) in the case of a Lender, any withholding Tax imposed on any payments to or for the account of such Lender with respect to an interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to a request by the Administrative Borrower under Section 10.07), or (ii) such Lender designates a new Lending Office, except in each case to the extent that such Lender (or its assignor, if any) was entitled, immediately prior to the designation of a new Lending Office (or assignment), to receive additional amounts or indemnification payments from any Credit Party with respect to such withholding Tax pursuant to Section 2.17, (c) any Taxes attributable to such Recipient’s failure to comply with Section 2.17(d) or Section 2.17(f) or (d) any U.S. federal withholding Taxes imposed under FATCA.

“Existing Indebtedness” means Indebtedness of the Parent, the Company, any Restricted Subsidiary or any Other Guarantor (other than Indebtedness under the New Notes and the guarantees thereof, the Loans, Indebtedness under the Credit Facility and the Existing Term Loan Facility) in existence on the Closing Date, until such amounts are repaid.

“Existing Term Loan Agent” means the administrative agent under the Existing Term Loan Facility, which shall initially be Citibank, N.A.

“Existing Term Loan Collateral Agent” means the collateral agent under the Existing Term Loan Facility, which shall initially be Wells Fargo Bank, National Association.

“Existing Term Loan Documents” means the Existing Term Loan Facility, the Collateral Agreements and any agreement, instrument or other document evidencing or governing any Existing Term Loan Obligations.

“Existing Term Loan Facility” means that certain Term Loan Agreement dated as of October 25, 2012, among the Borrowers, the Parent as a guarantor and other guarantors party thereto, the lenders from time to time party thereto, the Existing Term Loan Agent, and the Existing Term Loan Collateral Agent, as collateral agent for such lenders.

“Existing Term Loan Obligations” means the “Obligations” (as defined in the Existing Term Loan Facility) of the Credit Parties under the Existing Term Loan Facility, the Collateral Agreements and any other related document or instrument executed and delivered pursuant to any of the foregoing.

“Existing Term Loan Secured Parties” means, collectively, the lenders from time to time party to the Existing Term Loan Facility, the Existing Term Loan Collateral Agent and the Existing Term Loan Agent.

“Extended Loans” shall have the meaning set forth in Section 2.22(a).

“Extending Lender” shall have the meaning set forth in Section 2.22(a).

“Extension” shall have the meaning set forth in Section 2.22(a).

“Extension Amendment Agreement” means an Extension Amendment Agreement, in form and substance reasonably satisfactory to the Administrative Agent and the Administrative Borrower, among the

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Administrative Borrower, the Administrative Agent and one or more Extending Lenders, effecting one or more Extensions and such other amendments hereto and to the other Loan Documents as are contemplated by Section 2.22.

“Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the Board of Directors of the Parent (unless otherwise provided in this Agreement).

“FATCA” means Sections 1471 through 1474 of the Code, as of the Closing Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future Treasury regulations promulgated thereunder or official administrative interpretations thereof, and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“Fee Letters” means (a) the fee letter dated as of March 28, 2013, between the Company and the Administrative Agent with respect to the payment of administrative agent fees and (b) the engagement letter dated as of March 18, 2013, among the Company and the Joint Lead Arrangers and the other parties from time to time party thereto.

“Foreign Deposit Account” has the meaning set forth in the Security Agreement.

“Foreign Plan” means any employee benefit plan, program, policy, arrangement or agreement that is not subject to U.S. law, and that is maintained or contributed to by the Parent or any of its Subsidiaries with respect to employees, directors, consultants or independent contractors employed or otherwise providing services outside the United States.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, as are in effect from time to time; provided that GAAP as in effect on the Closing Date shall be applied in respect of determining whether leases should be recorded as operating leases under GAAP.

“Governmental Authority” means any federal, state, local or foreign court or governmental agency, authority, instrumentality, regulator or regulatory, administrative or legislative body.

“Group Party” means each Credit Party and each Restricted Subsidiary.

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including, without limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“Guarantee” means the Guarantee, made by each Guarantor in favor of the Administrative Agent for the benefit of the Secured Parties pursuant to Article IX.

“Guarantors” means the Parent, each Subsidiary of the Company (other than US Borrower) and each Other Guarantor that executes a Guarantee in accordance with the provisions of this Agreement, in each case, together with their respective successors and assigns until the Guarantee of such Person has been released in accordance with the provisions of this Agreement and the other Loan Documents.

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“Hazardous Materials” means (a) any petroleum or petroleum products, radioactive materials, friable asbestos, urea formaldehyde foam insulation, transformers or other equipment that contain dielectric fluid containing regulated levels of polychlorinated biphenyls, and radon gas, (b) any chemicals, materials or substances defined as or included in the definition of “hazardous substances”, “hazardous waste”, “hazardous materials”, “extremely hazardous waste”, “restricted hazardous waste”, “toxic substances”, “toxic pollutants”, “contaminants”, or “pollutants”, or words of similar import, under any applicable Environmental Law and (c) any other chemical, material or substance, which is prohibited, limited or regulated by any Environmental Law.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

(1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;

(2) other agreements or arrangements designed to manage interest rates or interest rate risk; and

(3) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.

“Historical Financial Statements” means the audited consolidated balance sheets of the Parent and its consolidated Subsidiaries as of December 31, 2010, 2011 and 2012, and the related audited statements of income and comprehensive income, statements of changes in shareholders’ equity and statements of cash flows for each of the fiscal years in the three-year period ended December 31, 2012.

“incur” shall have the meaning set forth in Section 6.03(a).

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent:

(1) in respect of borrowed money;

(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(3) in respect of bankers’ acceptances;

(4) representing Capital Lease Obligations;

(5) representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed; or

(6) representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the guarantee by the specified Person of any Indebtedness of any other Person.

“Indemnified Liabilities” shall have the meaning set forth in Section 10.05(d).

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“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to or measured by any payment by or on account of any obligation of any Credit Party hereunder or under any other Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Indentures” means the Existing Indenture and the New Indenture.

“Ineligible Institution” means the Persons identified in writing to the Administrative Agent by the Administrative Borrower on or prior to the Closing Date, and as may be identified in writing to the Administrative Agent by the Administrative Borrower from time to time thereafter, with the written consent of the Administrative Agent, by delivery of a notice thereof to the Administrative Agent setting forth such Person or Persons (or the Person or Persons previously identified to Agent that are to be no longer considered “Ineligible Institutions”).

“Information” shall have the meaning set forth in Section 3.08(a).

“Insurance Advisor” means Willis Group or another independent insurance advisor to the Pari Passu Collateral Agent who is reasonably satisfactory to the Company and who is not the Company’s independent marine insurance broker.

“Insurance and Earnings Supplement” means the Insurance and Earnings Supplement to be entered into on the Closing Date by the Pari Passu Collateral Agent, the Borrowers and the Guarantors.

“Insurance Assignment” means, collectively, the first priority assignments of insurance in favor of the Pari Passu Collateral Agent given by the Company and the applicable Guarantor and applicable Internal Charterer, if any, respecting all insurance covering the Vessels or their respective operations, substantially in the form attached hereto as Exhibits I-1 and I-2, as the same may be amended, supplemented or modified from time to time.

“Intercreditor Agreement” means (i) the Amended and Restated Intercreditor Agreement dated as of October 25, 2012, among the Pari Passu Collateral Agent, the 2019 Trustee, the 2019 Noteholder Agent, the Credit Agreement Agent, the Credit Agreement Collateral Agent, the Existing Term Loan Agent, the Existing Term Loan Collateral Agent, the trustee and collateral agent under the 2015 Indenture, the Grantors and the other parties from time to time party thereto, including the New Trustee, the New Noteholder Collateral Agent, the Collateral Agent and the Administrative Agent, which have been joined as parties pursuant to the Intercreditor Joinder Agreements, as such Amended and Restated Intercreditor Agreement may be further amended, restated, supplemented or otherwise modified from time to time in accordance with this Agreement or (ii) any replacement thereof that contains terms not materially less favorable to the Secured Parties than the Amended and Restated Intercreditor Agreement referred to in clause (i).

“Intercreditor Designation Notice” means the notice letter to be delivered by the Company on the Closing Date whereby the Company designates the Note Obligations and the Loan Obligations as “Other Pari Passu Obligations” for purposes of the Intercreditor Agreement.

“Intercreditor Joinder Agreements” means (i) the Joinder Agreement to Intercreditor Agreement to be entered into on the Closing Date, by the New Noteholder Collateral Agent and New Noteholder Trustee and acknowledged by the Pari Passu Collateral Agent and the Company and (ii) the Joinder Agreement to Intercreditor Agreement to be entered into on the Closing Date, by the Administrative Agent and the Collateral Agent, and acknowledged by the Pari Passu Collateral Agent and the Company.

“Interest Payment Date” means, (a) with respect to any ABR Loan, the last Business Day of each calendar quarter (being the last day of March, June, September and December of each year), and (b) otherwise, the last day of the Interest Period applicable to the Loan and, in the case of a Loan with an Interest Period of more than three months’ duration each day that would have been an Interest Payment Date had successive Interest Periods of three months’ duration been applicable to such Loan and, in addition, the date of any conversion of such Loan to an ABR Loan.

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“Interest Period” means as to any Loan (other than an ABR Loan), the period commencing on the date of such Borrowing or on the last day of the immediately preceding Interest Period applicable to such Loan, as applicable, and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is 1, 2, 3 or 6 (or, if agreed to by all relevant Lenders, 9 or 12) months thereafter, as the Administrative Borrower may elect, or the date any Loan (other than an ABR Loan) is effectively converted to an ABR Loan in accordance with Section 2.10 or repaid or prepaid in accordance with Section 2.05 or Section 2.14 or on the Maturity Date; provided that if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day. Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period. For purposes hereof, the date of a Borrowing of a Loan initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Interest Period Election Request” means a request by the Administrative Borrowers to elect an Interest Period in accordance with Section 2.21.

“Internal Charter” means any charter or other contract respecting the use or operations of any Vessel between any Guarantor that is a Vessel owner and any Internal Charterer.

“Internal Charter Unwind Trigger” means the termination of the underlying Internal Charter and the collection of all revenue and accounts receivable owing under such Internal Charter to the applicable Subsidiary.

“Internal Charterer” means any Subsidiary of the Company or any Subsidiary of the Parent, in each case, that is not the owner of the relevant Vessel and that is a party to any Drilling Contract or any bareboat charter or other such charter in respect of a Vessel.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency, in each case, with a stable or better outlook.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Company or any Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Company, the Company will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Company’s Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in Section 6.04(d). The acquisition by the Company or any Subsidiary of the Company of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Company or such Subsidiary in such third Person that is not a Subsidiary of such Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as provided in Section 6.04(d). Except as otherwise provided in this Agreement, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.

“Involuntary Transfer” means, with respect to any property or asset (other than a Vessel, which shall be governed by Section 2.06(c)) of the Company or any Restricted Subsidiary, (a) any damage to such asset that results in an insurance settlement with respect thereto on the basis of a total or a constructive or compromised total loss, (b) the confiscation, condemnation, requisition, appropriation or similar taking regarding such asset by any government or instrumentality or agency thereof, including by deed in lieu of condemnation, or (c) foreclosure or other enforcement of a Lien or the exercise by a holder of a Lien of any rights with respect to it.

“IRS” means the U.S. Internal Revenue Service.

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“Joinder Agreement” means a joinder agreement substantially in the form of Exhibit H or such other form as shall be approved by the Administrative Agent.

“Joint Lead Arrangers” means Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Jefferies Finance LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Royal Bank of Canada (using its RBC Capital Markets brand name).

“Judgment Currency” shall have the meaning set forth in Section 10.17(b).

“Lender” means each financial institution listed on Schedule 2.01, and any Person that becomes a “Lender” hereunder pursuant to Section 10.06, other than any such Person that has ceased to be a party hereto pursuant to an Assignment and Acceptance in accordance with Section 10.06.

“Lending Office” means, as to any Lender, the applicable branch, office, Affiliate or account (if appropriate) of such Lender designated by such Lender to make Loans to the Administrative Borrower.

“LIBOR” means for any Interest Period, the higher of (a) the rate per annum determined by the Administrative Agent at approximately 11:00 a.m., London time, on the date that is two Business Days prior to the commencement of such Interest Period by reference to the British Bankers’ Association Interest Settlement Rates for deposits in United States dollars (as set forth by any service selected by the Administrative Agent that has been nominated by the British Bankers’ Association as an authorized information vendor for the purpose of displaying such rates) with a maturity comparable to such Interest Period; provided that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “LIBOR” shall be the interest rate per annum determined by the Administrative Agent to be the average of the rates per annum at which deposits in United States dollars are offered for a maturity comparable to such relevant Interest Period to major banks in the London interbank market in London, England, as selected by the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the beginning of such Interest Period and (b) 1.25% per annum.

“LIBOR Borrowing” means a Borrowing comprised of LIBOR Loans.

“LIBOR Loan” means a Loan bearing interest at a rate equal to the Adjusted LIBOR plus the Applicable Margin.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or similar encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction).

“Loan Documents” means this Agreement, the Guarantees, the Collateral Agreements, the Fee Letters, any Note, and any intercreditor agreement with respect to this Agreement and the Loans entered into on or after the Closing Date to which the Administrative Agent or Collateral Agent is a party on behalf of the Lenders (including the Intercreditor Agreement).

“Loan Obligations” means Obligations, including prepayment premiums, in respect of the Loans, this Agreement and the Collateral Agreements, including, for the avoidance of doubt, the Guarantees.

“Loans” means the loans made by the Lenders to the Borrowers pursuant to Section 2.01 on the Closing Date.

“Material Adverse Change” means a change, event, circumstance, development, state of facts, or condition that has or would reasonably be expected to have a material adverse effect on the Company and its Subsidiaries and other Credit Parties, taken as a whole; provided, however, that Material Adverse Change shall not include material adverse effects resulting from: (a) general changes in the industry in which the Company and its

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Subsidiaries and the other Credit Parties are engaged; (b) general changes in economic or political conditions, or financial markets; (c) failure alone to meet internal or analyst projections or forecasts or estimates of revenues, earnings or other financial metrics for any period (provided, that the underlying reasons for such failure shall be taken into account in determining whether there has been a Material Adverse Change); (d) acts of God, including hurricanes and storms, acts or failures to act of Governmental Authorities (where not caused by the willful or negligent acts of the Borrowers, any Subsidiary of the Borrowers or any of their respective Affiliates); (e) civil unrest or similar disorder; terrorist acts; (f) changes in applicable laws or interpretations thereof by any Governmental Authority, including any changes in the deductibility of drilling completion or operating costs or other taxes; or (g) effects or changes that are cured or no longer exist by Closing Date.

“Material Adverse Effect” means the occurrence of any circumstance, event or condition that has had or would, individually or in the aggregate, have a material adverse effect on (a) the properties, business, prospects, operations, earnings, assets, liabilities or condition (financial or otherwise) of the Group Parties, taken as a whole, (b) the ability of the Credit Parties to perform their respective obligations in all material respects under this Agreement or any of the other Loan Documents, (c) the enforceability of the Collateral Agreements or the attachment, perfection or priority of any Liens intended to be created thereby, (d) the validity or enforceability of any of the Loan Documents, (e) the consummation of any of the transactions contemplated under any of the Loan Documents, or (f) the rights and remedies of the Agents and the Lenders under this Agreement or under any of the other Loan Documents.

“Material Information” means the occurrence of any material effect, or any event or condition that, individually or in the aggregate, has resulted in, or would reasonably be expected to result in, the occurrence of a Material Adverse Effect.

“Maturity Date” means March 28, 2019, or, if such date is not a Business Day, the first Business Day thereafter; provided that with respect to Extended Loans established pursuant to Section 2.22, “Maturity Date” means the final maturity date specified therefor in the Extension Amendment Agreement with respect thereto.

“MD&A” has the meaning found in Section 6.02(e).

“MNPI” means any Material Information that is Non-Public Information.

“Money Laundering Laws” has the meaning found in Section 3.23(e).

“Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.

“Mortgage” means each Ship Mortgage, each other mortgage, deed of trust, deed to secure debt and any other document or instrument under which any Lien on property owned or leased by either Borrower or any Guarantor is granted to secure Loan Obligations or under which rights or remedies with respect to such Liens are governed, as the same may be amended, supplemented or modified from time to time.

“Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends, excluding, however:

(1) any gain (but not loss), together with any related provision for taxes on such gain (but not loss), realized in connection with (a) any Asset Sale or (b) the disposition of any securities by such Person or any of the Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of the Restricted Subsidiaries; and

(2) any extraordinary gain (but not loss), together with any related provision for taxes on such extraordinary gain (but not loss).

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“Net Proceeds” means the aggregate cash proceeds received by the Company or any Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of (1) the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, sales commissions, relocation expenses incurred as a result of the Asset Sale, and taxes paid or payable as a result of the Asset Sale after taking into account any available tax credits or deductions and any tax sharing arrangements; and (2) any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

“New Indenture” means the indenture, dated as of March 28, 2013, of the Company and the Parent (as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time), with the Guarantors (as defined therein), the New Noteholder Trustee and the New Noteholder Collateral Agent.

“New Indenture Documents” means any of the New Notes, the New Indenture, the guarantees of the foregoing and the Collateral Agreements.

“New Noteholder Collateral Agent” means Wells Fargo Bank, National Association, in its capacity as collateral agent for the benefit of the holders of the New Notes, together with its successors in such capacity.

“New Noteholder Trustee” means Wells Fargo Bank, National Association in its capacity as trustee under the New Indenture.

“New Notes” means the Company’s 7.125% Senior Secured First Lien Notes due 2023 issued under the New Indenture.

“New Notes Secured Parties” means, collectively, the holders of New Notes (including the holders of any additional notes subsequently issued under and in compliance with the terms of the New Indenture), the New Noteholder Collateral Agent and the New Noteholder Trustee.

“Non-Consenting Lender” shall have the meaning set forth in Section 10.07(c).

“Non-Public Information” means information concerning the Parent or any of its Subsidiaries or any Affiliate of any of the foregoing, or any security of any of the foregoing, that is not Public Information.

“Non-Recourse Debt” means Indebtedness:

(1) as to which neither the Company nor any of the Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;

(2) no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of the Company or any of the Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity; and

(3) as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of the Company or any of the Restricted Subsidiaries.

“Non-U.S. Lender” means any Lender that is not a “United States person” as defined by Section 7701(a)(30) of the Code.

“Note” means any promissory note issued to a Lender that evidences the Loans extended by such Lender to the Borrowers.

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“Note Obligations” has the meaning given to that term in the New Indenture.

“Notice of Borrowing” shall have the meaning set forth in Section 2.03(a).

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

“OFAC” shall have the meaning set forth in Section 3.23(c).

“Offering Memorandum” means the offering memorandum, dated March 21, 2013, in respect of the New Notes.

“Officers’ Certificate” means a certificate signed on behalf of the Administrative Borrower by two Authorized Officers of the Administrative Borrower, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Administrative Borrower, which meets the requirements set forth in this Agreement.

“Original Ship Mortgages” shall have the meaning set forth in Section 3.24(b).

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than any such connection arising solely from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement or any other Loan Documents, or sold or assigned an interest in any Loan or Loan Document).

“Other Guarantor” means a Guarantor that is a direct or indirect Subsidiary of the Parent but not a direct or indirect Subsidiary of the Company, and whose sole purpose is to be (a) a party to a Drilling Contract or an Internal Charter or (b) the Parent company of an Internal Charterer, in each case, to the extent (i) such Subsidiary is not permitted to become a direct or indirect Subsidiary of the Company due to restrictions imposed by the terms of the applicable Drilling Contract, (ii) causing such Subsidiary to become a direct or indirect Subsidiary of the Company would result in adverse tax treatment or a violation of applicable laws, in each case, as determined by the Administrative Agent, or (iii) the sole business and activity of such Subsidiary is to act as a bidding entity for Drilling Contracts. As of the Closing Date, the Other Guarantors are Vantage Driller I Co., a Cayman Islands exempted company, Vantage Driller II Co., a Cayman Islands exempted company, Vantage Driller IV Co., a Cayman Islands exempted company, Vantage Holding Hungary Kft, a Hungarian limited liability company, Vantage Drilling Netherlands BV, a private company with limited liability under the laws of the Netherlands, and PT Vantage Drilling Company Indonesia, a company organized under the laws of Indonesia.

“Other Pari Passu Facility” means each indenture, credit agreement, Credit Facility (other than the Credit Agreement) or other governing agreement with respect to any Other Pari Passu Obligations, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

“Other Pari Passu Obligations” means other Indebtedness of the Company or the Restricted Subsidiaries that is equally and ratably secured with the Pari Passu Obligations as permitted by this Agreement and is designated by the Administrative Borrower as an Other Pari Passu Obligation.

“Other Pari Passu Secured Parties” means the holders of any Other Pari Passu Obligations and any Authorized Representative with respect thereto.

“Other Taxes” means any and all present or future stamp, court, documentary, intangible, recording, filing or similar Taxes arising from any payment made hereunder or made under any other Loan Document or from the execution or delivery of, registration or enforcement of, or performance of, or otherwise with respect to, this Agreement or any other Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 10.07).

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“Overnight Rate” means, for any day, with respect to any amount denominated in U.S. Dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

“Panamanian Mortgage Amendment” shall have the meaning set forth in Section 3.24(b).

“Panamanian Flagged Vessels” shall have the meaning set forth in Section 3.24(b).

“Parent” shall have the meaning set forth in the preamble to this Agreement.

“Parent Consolidated Cash Flow” means, with respect to any period, the Consolidated Net Income of the Parent for such period plus, without duplication:

(1) an amount equal to (a) any extraordinary loss plus (b) any net loss realized by the Parent and its Subsidiaries in connection with an Asset Sale, to the extent such losses were deducted in computing such Consolidated Net Income; plus

(2) provision for taxes based on income or profits of the Parent and its Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(3) the Consolidated Interest Expense of the Parent and its Subsidiaries to the extent that such Consolidated Interest Expenses were deducted in computing such Consolidated Net Income; plus

(4) depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of the Parent and its Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; minus

(5) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business, in each case, on a consolidated basis and determined in accordance with GAAP.

Parent Consolidated Cash Flow shall be calculated to give effect to the following:

(A) Pro forma effect shall be given to any acquisition of a company, business, asset or Additional Vessel that has been made by the Parent or any of its Subsidiaries or to the commencement of operations of an Additional Vessel first delivered to the Parent or any of its Subsidiaries, in each case, during the four-quarter reference period, or approved and expected to be consummated within 30 days of the Calculation Date, including, in each case, through a merger or consolidation or an acquisition, and including any related financing transactions, in each case during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date, in each case, as if such transaction had occurred on the first day of the applicable four-quarter reference period.

(B) With respect to the calculation of the Consolidated Interest Coverage Ratio for purposes of Section 6.03(a)(i), pro forma effect shall be given to any delivery to, or acquisition by, the Parent or any of its consolidated Subsidiaries of any Additional Vessel or construction contract for such Additional Vessel usable in the normal course of business of the Parent that is (or are) subject to a Qualified Services Contract; provided that:

(1) the amount of Parent Consolidated Cash Flow attributable to such Additional Vessel shall be calculated in good faith by a responsible financial or accounting officer of such Person;

(2) in the case of earned revenues under a Qualified Services Contract, the Parent Consolidated Cash Flow shall be based on revenues actually earned pursuant to the Qualified Services Contract relating to such Additional Vessel or Additional Vessels, taking into account, where applicable, only actual expenses incurred without duplication in any measurement period;

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(3) the amount of Parent Consolidated Cash Flow shall be the lesser of the Parent Consolidated Cash Flow derived on a pro forma basis from revenues for (a) the first full year of the Qualified Services Contract and (b) the average of the Parent Consolidated Cash Flow of each year of such Qualified Services Contract for the term of the Qualified Services Contract;

(4) in determining the estimated expenses attributable to such Additional Vessel, the calculation shall give effect to the interest expense attributable to the incurrence, assumption or guarantee of any Indebtedness relating to the construction, delivery and/or acquisition of such Additional Vessel (including Indebtedness that is to be incurred following the time of calculation in order to consummate the construction, acquisition and/or delivery of the Additional Vessel);

(5) with respect to any expenses attributable to an Additional Vessel, if the actual expenses differ from the estimate, the actual amount shall be used in such calculation;

(6) if a Qualified Services Contract is terminated, or is amended, supplemented or modified, following the Calculation Date, and after giving effect to the termination or the terms of such Qualified Services Contract as so amended, supplemented or modified, the Company would not have been able to but did incur additional Indebtedness pursuant to the ratio set forth in Section 6.03(a)(i), the Parent will, at the time of any such event, be required to either: (a) repay all or any part of any such Indebtedness that would not have been permitted to be incurred had the Qualified Services Contract or such amendments, supplements or modifications thereto not been in effect at the time such Indebtedness was originally incurred, or (b) enter into a replacement Qualified Services Contract, the terms of which would have permitted the incurrence of such Indebtedness had such replacement contract been in effect at the time such Indebtedness was incurred; and

(7) notwithstanding the foregoing, the pro forma inclusion of Parent Consolidated Cash Flow attributable to any such Qualified Services Contract for the four-quarter reference period shall be reduced by the actual Parent Consolidated Cash Flow from such Additional Vessel previously earned and accounted for in the actual results for the four-quarter reference period, which actual Parent Consolidated Cash Flow may be included in the foregoing clause (A).

(C) The Parent Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, shall be excluded.

(D) The provision for taxes based on the income or profits of, and the depreciation, amortization and other non-cash expenses of, a Subsidiary (other than an Unrestricted Subsidiary) will be added to Consolidated Net Income to compute Parent Consolidated Cash Flow only to the extent that a corresponding amount would be permitted at the date of determination to be dividended to the Parent by such Subsidiary without prior governmental approval (that has not been obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to the Subsidiary or its stockholders.

For the avoidance of doubt, (1) the calculation of the ratio test set forth in Section 6.03(a)(i), shall give effect to any incurrence, assumption or guarantee of any Indebtedness relating to the construction, delivery and/or acquisition of any Additional Vessel in accordance with the foregoing clauses (A) and (B); and (2) the acquisition of an Additional Vessel with actual earned Parent Consolidated Cash Flow and future Parent Consolidated Cash Flow expected by virtue of the existence of a Qualified Services Contract, may be given pro forma effect due to the combined effect of the foregoing clauses (A) and (B).

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“Pari Passu Collateral Agent” means Wells Fargo Bank, National Association, in its capacity as the pari passu collateral agent under the Intercreditor Agreement for all holders of Pari Passu Obligations.

“Pari Passu Documents” means the 2019 Indenture Documents, the Existing Term Loan Documents, the Credit Agreement Documents and any other document or instrument evidencing or governing any Other Pari Passu Obligations, including the New Indenture Documents and the Loan Documents.

“Pari Passu Excluded Collateral” means any cash, certificate of deposit, deposit account, money market account or other such liquid assets to the extent that such cash, certificate of deposit, deposit account, money market account or other such liquid assets are on deposit or maintained with the Credit Agreement Agent or any other Credit Agreement Secured Party (other than the Pari Passu Collateral Agent) to secure the Credit Agreement Obligations.

“Pari Passu Indebtedness” means (a) with respect to the Borrowers, the Loans and any other Pari Passu Obligations which are equally and ratably secured with the Loans, and (b) with respect to any Guarantor, its Guarantee and any other Pari Passu Obligations which are equally and ratably secured with such Guarantor’s Guarantee.

“Pari Passu Obligations” means (a) the Existing Term Loan Obligations, (b) the Credit Agreement Obligations, (c) the 2019 Note Obligations, (d) all Other Pari Passu Obligations, including the Note Obligations and the Loan Obligations and (e) all other Obligations in respect of, or arising under, the Pari Passu Documents, including all fees and expenses of the collateral agent payable with respect thereto and shall include all interest and fees, which but for the filing of a petition in bankruptcy with respect to the Borrowers, the Parent or any other Guarantor (in each case, including in its capacity as a co-borrower thereunder), would have accrued on such obligations, whether or not a claim for such interest or fees is allowed in such proceeding.

“Pari Passu Secured Party” means (a) the Pari Passu Collateral Agent, (b) Existing Term Loan Secured Parties, (c) the 2019 Notes Secured Parties, (d) the Credit Agreement Secured Parties and (e) the holders of Other Pari Passu Obligations, including the New Noteholder Trustee, the New Noteholder Collateral Agent and the holders of the New Notes and the Secured Parties.

“Participant” shall have the meaning set forth in Section 10.06(c)(i).

“Participant Register” shall have the meaning set forth in Section 10.06(c)(ii).

“Perfection Certificate” shall have the meaning set forth Section 3.24(j).

“Permits” shall have the meaning set forth in Section 3.19.

“Permitted Business” means:

(1) with respect to the Company and the Restricted Subsidiaries, a business in which the Company and the Restricted Subsidiaries were engaged on the Closing Date, as described in the Offering Memorandum, and any business reasonably related or complimentary thereto; and

(2) with respect to the Parent, the ownership of the Equity Interests in the Company and the Parent’s other Subsidiaries and the business in which the Parent is engaged on the Closing Date and, as described in the Offering Memorandum and any business reasonably related or complimentary thereto.

“Permitted Debt” shall have the meaning set forth in Section 6.03(b).

“Permitted Investments” means:

(1) any Investment in the Company, in US Borrower or in a wholly owned Restricted Subsidiary that is a Guarantor;

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(2) any Investment in Cash Equivalents; and

(3) any Investment by the Company or any wholly owned Restricted Subsidiary in a Person, if as a result of such Investment:

(a) such Person becomes a wholly owned Restricted Subsidiary and a Guarantor; or

(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company, US Borrower or a wholly owned Restricted Subsidiary that is a Guarantor;

(4) Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (4) that are at the time outstanding not to exceed the greater of (a) $100,000,000 and (b) 5% of the Company’s Consolidated Tangible Assets;

(5) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Sections 2.06(b) and 6.06;

(6) any acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company;

(7) any Investments received in compromise or resolution of obligations of trade creditors or customers that were incurred in the ordinary course of business of the Company or any of the Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer and any Investments obtained in exchange for any such Investments;

(8) Investments represented by Hedging Obligations; and

(9) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (9) that are at the time outstanding not to exceed $25,000,000.

“Permitted Liens” means:

(1) Liens on assets of the Borrowers and the Guarantors securing Indebtedness and other Obligations under any Credit Facility that is permitted by Sections 6.03(b)(i);

(2) Liens existing on the Closing Date, including Liens securing (a) the New Notes and related guarantees, (b) the exchange notes and related note guarantees to be issued pursuant to the Registration Rights Agreement, (c) the Existing Term Loan Facility and the related guarantees, (d) the 2019 Notes and related note guarantees and the exchange notes and related note guarantees to be issued pursuant to the registration rights agreement with respect thereto, (e) the Loan Obligations, in each case, that are permitted to be incurred pursuant to Section 6.03(b)(ii), (iii) or (iv);

(3) Liens in respect of Indebtedness of the Parent permitted to be incurred by Section 6.03(a)(i) covering only the assets constructed or acquired with or financed by such Indebtedness; provided that none of the assets of either Borrower or any Guarantor (other than the Parent) will be permitted to be subject to any Lien pursuant to this clause (3);

(4) Liens in favor of the Company, US Borrower or the Guarantors;

(5) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Parent, the Company or any Subsidiary of the Company; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with the Company or the Subsidiary;

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(6) Liens on property (including Capital Stock) existing at the time of acquisition of the property by the Parent, the Company or any Subsidiary of the Company; provided that such Liens were in existence prior to, such acquisition, and not incurred in contemplation of, such acquisition;

(7) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

(8) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by Section 6.03(b)(v) covering only the assets constructed or acquired with or financed by such Indebtedness;

(9) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;

(10) Liens imposed by law, such as necessaries suppliers, carriers’, warehousemen’s, landlord’s, mechanics’, crew’s wages, salvage and general average Liens, in each case, incurred in the ordinary course of business not more than 30 days past due or which are being contested in good faith;

(11) survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(12) the pledge or encumbrance by the Parent or any Excluded Parent Subsidiary of the Equity Interests, property or assets of any Excluded Parent Subsidiary;

(13) Liens created for the benefit of (or to secure) Loan Obligations;

(14) Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under this Agreement; provided, however, that:

(A) the new Lien is limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Indebtedness (plus improvements and accessions to such property, or proceeds or distributions thereof); and

(B) the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (i) the outstanding principal amount, or, if greater, committed amount, of the original Indebtedness and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge;

(15) Liens for obligations owed to vendors or other third parties that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted; provided that, any reserve or other appropriate provision as is required in conformity with GAAP has been made thereof;

(16) Liens to secure Hedging Obligations of the Company or any Restricted Subsidiary; and

(17) Liens incurred in the ordinary course of business of the Borrowers or any Guarantor with respect to obligations that do not exceed $25,000,000 at any one time outstanding.

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“Permitted Loan Purchase” shall have the meaning set forth in Section 10.06(c).

“Permitted Operating Expense and Tax Reimbursements” means, without duplication as to amounts, actual amounts paid by the Parent for the benefit of the Company and the Restricted Subsidiaries in respect of bona fide goods, taxes, services and other operating expenses incurred from and after the Closing Date and relating to the Permitted Business of the Company and the Restricted Subsidiaries; provided that any amounts so paid to the Parent are on terms no less favorable than those available in arm’s length transactions with unaffiliated third parties; provided, further, that in no event shall any amounts that may be classified as Permitted Parent Payments be treated as Permitted Operating Expense and Tax Reimbursements.

“Permitted Parent Payments” means, without duplication as to amounts, payments to the Parent by the Company or any Restricted Subsidiary to permit the Parent to pay reasonable and bona fide franchise taxes and accounting, legal and administrative expenses of the Credit Parties when due, in an aggregate amount not to exceed $25,000,000 per annum, which amount shall increase by 1.0% per annum on January 1 of each year, beginning on January 1, 2013.

“Permitted Refinancing Indebtedness” means any Indebtedness of the Parent, the Company or any of the Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge other Indebtedness of the Parent, the Company or any of the Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith);

(2) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged;

(3) if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is (a) subordinated in right of payment to the Loan Obligations, then such Permitted Refinancing Indebtedness is subordinated in right of payment to the Loan Obligations or (b) pari passu in right of payment to the Loan Obligations, then such Permitted Refinancing Indebtedness is subordinated or pari passu in right of payment to the Loan Obligations, in the case of each of clauses (a) and (b), on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged;

(4) in the case of Indebtedness of the Company or any Restricted Subsidiary, such Indebtedness is incurred either by the Company or by the Restricted Subsidiary or both the Company and the Restricted Subsidiary who is the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged;

(5) in the case of Indebtedness of the Parent, such Indebtedness is incurred either by the Parent or by an Excluded Parent Subsidiary or both the Parent and an Excluded Parent Subsidiary who is the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and

(6) in the case of guarantees by Other Guarantors of any Indebtedness being refinanced that is permitted by this Agreement to be refinanced, such new guarantee of the Other Guarantor is incurred by the same Other Guarantor who is the obligor on the guarantee being renewed, refunded, refinanced, replaced, defeased or discharged.

“Permitted Third Party Charter” means the charter of a Vessel to a third party in conjunction with the conduct of drilling operations, where a Guarantor (other than the Parent) or US Borrower effectively retains operational control of the Vessel and local law requires a resident person of the nation in whose waters the Vessel is located to charter the Vessel as a condition to the lawful conduct of drilling operations in such waters and where either Borrower or a Guarantor is the ultimate beneficiary of indemnities under the Drilling Contract.

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“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Plan” means, excluding any Foreign Plan, any (i) “defined benefit plan” as defined in Section 3(35) of ERISA that is subject to Title IV of ERISA, (ii) pension plan subject to the funding standards of Section 302 of ERISA or Section 412 of the Code, (iii) “multiemployer plan” as defined in Section 3(37) of ERISA or Section 414(f) of the Code or (iv) “multiple employer plan” within the meaning of Section 210(a) of ERISA or Section 413(c) of the Code that is subject to Title IV of ERISA.

“Platform” shall have the meaning set forth in Section 10.18.

“Pledge Agreement” means the Pledge Agreement, dated as of October 25, 2012, by the Parent in favor of the Pari Passu Collateral Agent, as amended, amended and restated, or supplemented from time to time in accordance with its terms.

“Polish Guarantor” shall have the meaning set forth in Section 9.13.

“Polish Limitation Amount” shall have the meaning set forth in Section 9.13.

“Preferred Stock” means any Equity Interest with preferential right of payment of dividends or upon liquidation, dissolution, or winding up.

“Pro Rata Extension Offers” shall have the meaning set forth in Section 2.22(a).

“Protocol of Delivery and Acceptance” means the protocol of delivery and acceptance evidencing the delivery of the Tungsten Explorer by DSME to and acceptance of the Tungsten Explorer by the Company or a Restricted Subsidiary.

“Property” of any Person means any interest of such Person in any property or asset (whether real, personal, mixed, tangible or intangible).

“Public Information” means any information that (a) has been disseminated in a manner making it available to investors generally, within the meaning of Regulation FD under the Securities Act and the Exchange Act and, where applicable, any comparable doctrines under state and foreign securities laws, (b) does not constitute MNPI concerning the Parent or any Subsidiary or other Affiliate of any of the foregoing, or any security of any of the foregoing, for purposes of the United States federal and state securities laws and, where applicable, foreign securities laws or (c) solely in the case of information concerning the Parent or any Subsidiary of the foregoing (but only if such information does not constitute MNPI for the foregoing purposes of any other Affiliate thereof), so long as none of the Parent or any of its Subsidiaries shall have any securities registered under the Exchange Act or issued pursuant to Rule 144A under the Securities Act, or shall otherwise be subject to the reporting obligations under the Exchange Act, is information of the type that would be publicly disclosed in connection with an issuance of securities by the Parent or such Subsidiary pursuant to an offering of securities registered under the Securities Act or made in reliance on Rule 144A under the Securities Act.

“Public Lender” shall have the meaning set forth in Section 10.18.

“Qualified Services Contract” means, with respect to any Additional Vessel acquired by or committed to be delivered to, the Parent or any of its Subsidiaries, a bona fide contract or series of contracts, together with any amendments, supplements or modifications thereto, that the Board of Directors of the Parent, acting in good faith, designates as a “Qualified Services Contract” pursuant to a resolution of the Board of Directors of the Parent, which contract or contracts:

(1) are between the Parent or one of its Subsidiaries, on the one hand, and (a) a Person with a rating (or a Person whose parent has such a rating) of either BBB- or higher from S&P or Baa3 or higher from Moody’s, or if such ratings are not available, then a similar investment grade rating from another nationally recognized statistical rating agency or (b) any other Person provided such contract is supported by letters of credit, performance bonds or guarantees from a Person or its parent that has an investment grade rating as described in the preceding subclause (a) of this clause (1), or such contract provides for a lockbox or similar arrangements or direct payment to the Parent or its Subsidiary, as the case may be, by a Person with (or a Person whose parent has) such an investment grade rating, for the full amount of the contracted payments due over the four-quarter reference period considered in calculating Consolidated Cash Flow;

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(2) provide for services to be performed by the Parent or one or more of its Subsidiaries involving the use of such Additional Vessel by the Parent or one or more of its Subsidiaries, in either case for a minimum aggregate period of at least one year;

(3) provide for a fixed or minimum dayrate or fixed rate for such Additional Vessel covering all the period in (2) above; and

(4) for purposes of Section 6.03, provide that revenues from such Qualified Services Contract are to be received by the Parent or its Subsidiary within one year of (a) delivery of the related Additional Vessel and (b) the incurrence of any Indebtedness pursuant to Section 6.03.

“Rating Agency” means (1) each of Moody’s and S&P and (2) if Moody’s or S&P ceases to rate the Loans for reasons outside of the Parent’s control, a “nationally recognized statistical rating organization within the meaning of Rule 15cs-1(c)(2)(vi)(F) under the Exchange Act selected by the Parent or any direct or indirect parent of the Parent (as certified by a resolution of the Board of Directors of the Parent or such direct or indirect parent of the Parent, as applicable) as a replacement agency for Moody’s or S&P, as the case may be.

“Recipient” means (a) the Administrative Agent, (b) the Collateral Agent, or (c) any Lender, as applicable.

“Register” shall have the meaning set forth in Section 10.06(b)(iv).

“Registration Rights Agreement” means the Registration Rights Agreement entered into as of the Closing Date among the Representatives (as defined therein), the Borrowers and the Guarantors and any other Registration Rights Agreement entered into from time to time in connection with the issuance of additional New Notes under the New Indenture.

“Regulation T” means Regulation T of the Board as from time to time in effect and any successor to all or any portion thereof establishing margin requirements.

“Regulation U” means Regulation U of the Board as from time to time in effect and any successor to all or any portion thereof establishing margin requirements.

“Regulation X” means Regulation X of the Board as from time to time in effect and any successor to all or any portion thereof establishing margin requirements.

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the directors, officers, employees, agents and members of such Person or such Person’s Affiliates and any Person that possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise.

“Repayment Date” has the meaning set forth in Section 2.05(b).

“Required Lenders” means, at any time, Lenders having outstanding Loans and unused Commitments that, taken together, represent more than 50% of the sum of all outstanding Loans at such time.

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“Requirement of Law” means, as to any Person, any law, treaty, rule, regulation, statute, order, ordinance, decree, judgment, consent decree, writ, injunction, settlement agreement or governmental requirement enacted, promulgated or imposed or entered into or agreed by any Governmental Authority, in each case applicable to or binding upon such Person or any of its property or assets or to which such Person or any of its property or assets is subject.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Payments” shall have the meaning set forth in Section 6.04(b).

“Restricted Subsidiary” means any Subsidiary of the Company that is not an Unrestricted Subsidiary of such Person.

“Reversion Date” shall have the meaning set forth in Section 6.11(b).

“S&P” means Standard & Poor’s Financial Services LLC or any successor to the rating agency business thereof.

“Scheduled Repayment” shall have the meaning set forth in Section 2.05(b).

“SEC” means the U.S. Securities and Exchange Commission.

“Secured Parties” means, collectively, the Agents and the Lenders.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Security Agreement” means the Pledge and Security Agreement, dated as of October 25, 2012, among the Borrowers and the Grantors (as defined therein) from time to time party thereto in favor of the Pari Passu Collateral Agent, as amended, amended and restated, or supplemented from time to time in accordance with its terms.

“Series” means (a) with respect to the Pari Passu Secured Parties, each of (i) the Existing Term Loan Secured Parties (in their capacities as such), (ii) the 2019 Notes Secured Parties (in their capacity as such), (iii) the Other Pari Passu Secured Parties that become subject to the Intercreditor Agreement after the date thereof that are represented by a common Authorized Representative (in its capacity as such for such Other Pari Passu Secured Parties) and (iv) the Credit Agreement Secured Parties and (b) with respect to any Pari Passu Obligations, each of (i) the Existing Term Loan Obligations, (ii) the 2019 Note Obligations, (iii) the Other Pari Passu Obligations incurred pursuant to any Other Pari Passu Agreement, which pursuant to any joinder agreement, are to be represented under the Intercreditor Agreement by a common Authorized Representative (in its capacity as such for such Other Pari Passu Obligations) and (iv) the Credit Agreement Obligations.

“Ship Mortgage” means collectively the first naval mortgages and other instruments such as statutory mortgages and deeds over the Vessels (including, with respect to the Tungsten Explorer, executed, delivered, and recorded as of the date, subject to adjustment across time zones, the Tungsten Explorer is delivered by DSME to the applicable Subsidiary), each duly registered in the Bahamian or Panamanian ship registry, as applicable, in favor of the Pari Passu Collateral Agent, substantially in the form attached hereto as Exhibits K-1 and K-2, as the same may be amended, supplemented or modified from time to time.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Closing Date.

“Specified Ship Mortgages” shall have the meaning set forth in Section 3.24(b).

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“Specified Vessels” shall have the meaning set forth in Section 3.24(b).

“Stated Maturity” means, with respect to any installment of interest or principal on any item or series of Indebtedness, the date on which the payment of interest or principal is scheduled to be paid in the documentation governing such Indebtedness as of the Closing Date or, if such item or series is incurred after the Closing Date, the date such item or series is incurred will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Statutory Reserves” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board and any other banking authority, domestic or foreign, to which the Administrative Agent or any Lender (including any branch, Affiliate, or other fronting office making or holding a Loan) is subject for Eurocurrency Liabilities (as defined in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. A Loan that is not an ABR Loan shall be deemed to constitute Eurocurrency Liabilities and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D. Statutory Reserves shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Subagent” shall have the meaning set forth in Section 8.02.

“Subsidiary” means, with respect to any specified Person:

(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

“Subsidiary Guarantor” means any Guarantor other than the Parent.

“Suspended Covenants” shall have the meaning set forth in Section 6.11(a).

“Suspension Period” shall have the meaning set forth in Section 6.11(b).

“Taxes” means any and all present or future taxes, duties, levies, imposts, assessments, deductions, withholdings or other similar charges imposed by any Governmental Authority whether computed on a separate, consolidated, unitary, combined or other basis and any interest, fines, penalties or additions to tax with respect to the foregoing.

“Tender Offer” means the offer to purchase for cash any and all of the outstanding 2015 Notes by the Company, upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated March 18, 2013, and in the accompanying Consent and Letter of Transmittal, as the same may be amended or supplemented from time to time.

“Transaction Fees” means the fees and expenses in connection with (a) the issuance and sale of the New Notes, (b) the entry into the Loan Documents, (c) the entry into the Credit Agreement, (d) the consummation of the Tender Offer and Consent Solicitation, including (i) the tender offer consideration paid to holders of the 2015 Notes who tender their 2015 Notes in connection with and subject to the terms of the Tender Offer and (ii) the consent fee paid to holders of the 2015 Notes in connection with and subject to the terms of the Consent Solicitation and (e) all other transactions relating to the foregoing.

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“Transactions” means, collectively, (a) the issuance and sale of the New Notes and the entry into the Registration Rights Agreement and related Collateral Agreements, including the Intercreditor Joinder Agreements, (b) the entry into the Loan Documents, (c) the entry into the Credit Agreement, (d) the consummation of the Tender Offer and Consent Solicitation, (e) the payment of the Transaction Fees and (f) all other transactions relating to the foregoing.

“Treasury Rate” means, as of any prepayment date, the yield to maturity as of such prepayment date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the prepayment date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the prepayment date to March 28, 2015; provided, however, that if the period from the prepayment date to March 28, 2015, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Tungsten Explorer” means the Ultra Deepwater Drillship Hull No. 3615 currently under construction at DSME, with delivery expected in the second quarter of 2013, to be owned by, and registered in the name of, the Company or a Restricted Subsidiary under Bahamian flag (subject to any Vessel Asset Sale following the Tungsten Explorer Delivery Date).

“Tungsten Explorer Construction Assignment” means the first priority assignment of the Tungsten Explorer Construction Contract and Tungsten Explorer Refund Guarantee in favor of the Pari Passu Collateral Agent given by Tungsten Explorer Company together with the consent thereto, if any, of each of DSME and Korea Eximbank, as issuer of the Tungsten Explorer Refund Guarantee.

“Tungsten Explorer Construction Contract” means the Construction Contract between DSME and Tungsten Explorer Company dated May 9, 2011, respecting the construction and delivery of the Tungsten Explorer, as amended, modified, or supplemented from time to time.

“Tungsten Explorer Delivery Date” means the date on which the Tungsten Explorer is delivered by DSME to the applicable Subsidiary, and accepted by, the Parent, the Company or a Subsidiary of the Parent or the Company.

“Tungsten Explorer Delivery Date” shall have the meaning set forth in Section 6.18(e).

“Tungsten Explorer Refund Guarantee” means the Letter of Credit issued by the Korea Eximbank, or similar instrument respecting the obligations of DSME under the Tungsten Explorer Construction Contract, as amended, modified or supplemented from time to time.

“Type” means, when used in respect of any Loan, the Rate by reference to which interest on such Loan is determined. For purposes hereof, “Rate” shall include the LIBOR and the ABR.

“US Borrower” shall have the meaning set forth in the preamble hereto.

“U.S. Dollars” or “$” means lawful money of the United States of America.

“U.S. Lender” means any Lender other than a Non-U.S. Lender.

“U.S. Tax Compliance Certificate” shall have the meaning set forth in Section 2.17(d)(ii).

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as in effect in any applicable jurisdiction from time to time.

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“Unrestricted Subsidiary” means any Subsidiary of the Company (other than the US Borrower) that is designated by the Board of Directors of the Parent as an Unrestricted Subsidiary pursuant to a resolution of such Board of Directors, but only to the extent that such Subsidiary:

(1) has no Indebtedness other than Non-Recourse Debt;

(2) except as permitted by Section 6.07, is not party to any agreement, contract, arrangement or understanding with the Parent, the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Parent, the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;

(3) is a Person with respect to which none of the Parent, the Company nor any of the Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;

(4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of the Restricted Subsidiaries; and

(5) is not the owner or Internal Charterer of a Vessel.

(I) The Board of Directors of the Parent may designate any Restricted Subsidiary (other than US Borrower) to be an Unrestricted Subsidiary if:

(1) the Company could make the Restricted Payment which is deemed to occur upon such designation by Section 6.04 equal to the appropriate Fair Market Value of all outstanding Investments owned by the Parent, the Company and the Restricted Subsidiaries in such Subsidiary at the time of such designation;

(2) such Restricted Subsidiary meets the definition of an “Unrestricted Subsidiary”;

(3) the designation would not constitute or cause (with or without the passage of time) a Default or Event of Default or no Default or Event of Default would be in existence following such designation; and

(4) the Company delivers to the Administrative Agent a certified copy of a resolution of the Board of Directors of the Parent giving effect to such designation and an officers’ certificate certifying that such designation complied with the preceding conditions and was permitted by Section 6.04.

If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Parent, the Company and the Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 6.04 or under one or more clauses of the definition of Permitted Investments, as determined by the Company.

If, at any time, any Unrestricted Subsidiary designated as such would fail to meet the preceding requirements as an Unrestricted Subsidiary or any other Unrestricted Subsidiary would fail to meet the definition of an “Unrestricted Subsidiary,” then such Subsidiary will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 6.03, the Company or the applicable Restricted Subsidiary will be in default of such covenant.

In connection with the occurrence of a Contract Unwind Trigger, the Parent or the Company may cause an applicable Restricted Subsidiary (other than US Borrower) to be designated an Unrestricted Subsidiary if it meets the conditions set forth in this clause (I).

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(II) The Board of Directors of the Parent may at any time designate any Unrestricted Subsidiary or Subsidiary of the Parent to be a Restricted Subsidiary if:

(1) the Company and the Restricted Subsidiaries could incur the Indebtedness which is deemed to be incurred upon such designation under Section 6.03, equal to the total Indebtedness of such Subsidiary calculated on a pro forma basis as if such designation had occurred on the first day of the four-quarter reference period;

(2) the designation would not constitute or cause a Default or Event of Default; and

(3) the Company delivers to the Administrative Agent a certified copy of a resolution of the Board of Directors of the Parent giving effect to such designation and an officers’ certificate certifying that such designation complied with the preceding conditions, including the incurrence of Indebtedness under Section 6.03.

“USA Patriot Act” means the U.S.A. Patriot Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001).

“Vessel” means each of (i) the Panamanian flag vessels, the Emerald Driller, the Sapphire Driller, the Topaz Driller and the Aquamarine Driller, (ii) the Deepwater Vessels and (iii) any other Additional Vessel hereafter acquired by the Company or any Restricted Subsidiary in each case together with all related spares, equipment and any additions or improvements; provided that for the purposes of any provision related to the acquisition or disposition of a Vessel, such acquisition or disposition may be conducted through the transfer of all of the Capital Stock of any special purpose entity that owns such Vessel; provided, further, that upon the consummation of a Vessel Asset Sale where all of the interests in such Vessel are sold, leased, conveyed or otherwise disposed of in a transaction that complies with the terms of this Agreement, including Sections 6.04 and 6.06, such Vessel shall not thereafter constitute a Vessel hereunder.

“Vessel Asset Sale” means a sale, lease (except under an Internal Charter, a Drilling Contract or a Permitted Third Party Charter), conveyance or other disposition of a Vessel, or any minority interest in a Vessel, right to a Vessel or construction contract respecting the construction of any Vessel; provided that any Vessel Asset Sale with respect to a minority interest in a Vessel will be subject to the Mortgage relating to such Vessel.

“Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2) the then outstanding principal amount of such Indebtedness.

“Withholding Agent” means any Credit Party and the Administrative Agent.

SECTION 1.02. Terms Generally. The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document means such document as amended, restated, supplemented or otherwise modified from time to time. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP.

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ARTICLE II

The Credits

SECTION 2.01. Term Loans.

(a) Subject to and upon the terms and conditions herein set forth, each Lender having a Commitment severally agrees to make a Loan or Loans on the Closing Date to the Borrowers in U.S. Dollars in an aggregate principal amount equal to such Lender’s Commitment resulting in aggregate proceeds to the Borrowers equal to 98.50% of the Commitment of such Lender. The aggregate principal amount of the Loans shall be $350,000,000. The Commitments shall automatically terminate on the Closing Date.

(b) Loans made on the Closing Date, (i) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (ii) shall not exceed for any such Lender the Commitment of such Lender and (iii) shall not exceed in the aggregate the total of all Commitments.

(c) Each Lender may at its option make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that (i) any exercise of such option shall not affect the joint and several obligation of the Borrowers to repay such Loan and (ii) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrowers resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.10 shall apply).

SECTION 2.02. [Reserved].

SECTION 2.03. Notice of Borrowing.

(a) The Administrative Borrower shall give the Administrative Agent at the Administrative Agent’s Lending Office written notice (or telephonic notice promptly confirmed in writing) prior to (a) in the case of a LIBOR Loan, 11:00 a.m. (New York City time) at least three Business Days prior to the Closing Date, and (b) in the case of an ABR Loan, 12:00 Noon (New York City time) at least one Business Day prior to the Closing Date. Such notice (a “Notice of Borrowing”) shall be irrevocable. Such Notice of Borrowing shall specify (i) the aggregate principal amount of the Loans to be made, (ii) the proposed date of the Loans (which shall be a Business Day), (iii) whether such Loans are to be ABR Loans or LIBOR Loans and, if LIBOR Loans, the initial Interest Period applicable thereto, and (iv) remittance instructions for disbursement of the proceeds of the Loans. The Notice of Borrowing shall be in substantially the form of Exhibit F. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

(b) Without in any way limiting the obligation of the Administrative Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Administrative Borrower.

SECTION 2.04. Disbursement of Funds.

(a) Subject to Article IV, no later than 11:00 a.m. (New York City time) on the Closing Date, each Lender will make available its pro rata portion based on its Commitment of the Loans to be made on such date in the manner provided below.

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(b) Each Lender shall make available all amounts it is to fund to the Borrowers in immediately available funds to the Administrative Agent at the Administrative Agent’s Lending Office, and the Administrative Agent will make available to the Borrowers, by depositing to the Borrowers’ account identified in the Notice of Borrowing, the aggregate of the amounts so made available in U.S. Dollars. The Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender and the Administrative Agent has made available same to the Borrowers, then the applicable Lender and the Borrowers severally (and, in the case of the Borrowers, jointly among themselves) agree to pay immediately to the Administrative Agent forthwith on demand (without duplication) such corresponding amount. The Administrative Agent shall also be entitled to recover from such Lender or the Borrowers interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrowers to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the greater of (A) the Federal Funds Rate and (B) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) if paid by the Borrowers, the then-applicable rate of interest, calculated in accordance with Section 2.08, for the respective Loans.

(c) Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights that either Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

SECTION 2.05. Repayment of Loans; Evidence of Debt.

(a) The Borrowers hereby jointly and severally unconditionally promise to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Loan of such Lender to the Borrowers on the Maturity Date applicable thereto, in U.S. Dollars.

(b) The Borrowers shall repay to the Administrative Agent, in U.S. Dollars, for the benefit of the Lenders, on each date set forth below (each, a “Repayment Date”), the principal amount of the Loans set forth opposite such Repayment Date (each, a “Scheduled Repayment”):

Repayment Date	Scheduled Repayment
Last Business Day of June 2013	$	875,000
Last Business Day of September 2013	$	875,000
Last Business Day of December 2013	$	875,000
Last Business Day of March 2014	$	875,000
Last Business Day of June 2014	$	875,000
Last Business Day of September 2014	$	875,000
Last Business Day of December 2014	$	875,000
Last Business Day of March 2015	$	875,000
Last Business Day of June 2015	$	875,000
Last Business Day of September 2015	$	875,000
Last Business Day of December 2015	$	875,000
Last Business Day of March 2016	$	875,000
Last Business Day of June 2016	$	875,000
Last Business Day of September 2016	$	875,000
Last Business Day of December 2016	$	875,000
Last Business Day of March 2017	$	875,000
Last Business Day of June 2017	$	875,000
Last Business Day of September 2017	$	875,000
Last Business Day of December 2017	$	875,000
Last Business Day of March 2018	$	875,000
Last Business Day of June 2018	$	875,000
Last Business Day of September 2018	$	875,000
Last Business Day of December 2018	$	875,000
Maturity Date	$	329,875,000

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(c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrowers to the appropriate Lending Office of such Lender resulting from the Loan made by such Lending Office of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lending Office of such Lender from time to time under this Agreement.

(d) The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrowers, shall maintain the Register pursuant to Section 10.06(b)(iv) and (v), and a subaccount for each Lender, in which the Register and subaccounts (taken together) shall be recorded (i) the amount of the Loans made hereunder and the Interest Period(s) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrowers and each Lender’s share thereof.

(e) The entries made in the Register and accounts and subaccounts maintained pursuant to paragraphs (c) and (d) of this Section 2.05 shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrowers therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the joint and several obligation of the Borrowers to repay (with applicable interest) the Loan made to the Borrowers by such Lender in accordance with the terms of this Agreement.

(f) Any Lender may request that Loans made by it be evidenced by a Note. In such event, the Administrative Borrower (on behalf of the Borrowers) shall prepare, execute and deliver to such Lender a Note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the form attached hereto as Exhibit B.

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SECTION 2.06. Change of Control; Asset Sale; Mandatory Prepayments.

(a) Change of Control.

(i) Upon the occurrence of a Change of Control, each Lender will have the right to require the Borrowers to repay all or any part of such Lender’s Loan in an amount equal to 101% of the principal amount thereof, plus accrued and unpaid interest (if any) to the repayment date, except to the extent the Borrowers have previously or concurrently elected to prepay the Loans in accordance with Section 2.14.

(ii) Within ten Business Days following any Change of Control, except to the extent that the Borrowers have exercised their right to prepay the Loans in accordance with Section 2.14, the Administrative Borrower shall notify the Administrative Agent in writing, and the Administrative Agent shall promptly deliver notice to each Lender to the address of such Lender appearing in the Register or otherwise in accordance with Section 10.02 of the following (such notification, a “Change of Control Offer”):

(1) that a Change of Control has occurred and that such Lender has the right to require the Borrowers to repay such Lender’s Loans in an amount equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the repayment date;

(2) the circumstances and relevant facts and financial information regarding such Change of Control;

(3) the repayment date (which shall be no earlier than 30 days nor later than 60 days from the date on which the Administrative Agent is notified) (the “Change of Control Payment Date”);

(4) that unless the Borrowers default in making the payment, all Loans accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;

(5) that Lenders electing to have any Loans repaid pursuant to a Change of Control Offer will be required to notify the Administrative Agent prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(6) that Lenders will be entitled to withdraw their election to require the Borrowers to repay such Loans; provided that the Administrative Agent receives, not later than the close of business on the expiration date of the Change of Control Offer, a facsimile transmission, electronic mail or letter setting forth the name of such Lender, the principal amount of Loans to be repaid, and a statement that such Lender is withdrawing its election to have such Loans repaid; and

(7) the other instructions determined by the Administrative Borrower or as reasonably requested by the Administrative Agent, consistent with this Section 2.06, that a Lender must follow in order to have its Loans repaid.

The notice, if delivered in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Lender receives such notice. If (x) the notice is delivered in a manner herein provided and (y) any Lender fails to receive such notice or a Lender receives such notice but it is defective, such Lender’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the repayment of the Loans as to all other Lenders that properly received such notice without defect.

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(iii) On the repayment date, the Borrowers shall repay the Loans in an amount equal to 101% of the principal amount thereof, plus accrued and unpaid interest (if any) to the repayment date to the Lenders electing such repayment.

(iv) A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

(v) The Borrowers will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Agreement and repays all Loans properly elected to be repaid and not withdrawn under such Change of Control Offer and the Administrative Borrower shall instruct the Administrative Agent to accept repayments made by such third party.

(b) Asset Sale.

(i) Within 360 days after the receipt of any Net Proceeds from an Asset Sale (including, without limitation, an Involuntary Transfer), the Parent, the Company or the applicable Restricted Subsidiary, as the case may be, may apply such Net Proceeds:

(1) to repay Indebtedness of the Company or the Restricted Subsidiaries, including Loans and permanent reductions of Obligations under any other Credit Facility (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto);

(2) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business of the Borrowers, if, after giving effect to any such acquisition of Capital Stock, such Permitted Business is or becomes a Restricted Subsidiary;

(3) to make a capital expenditure for the Company or any of the Restricted Subsidiaries; or

(4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in the Borrowers’ Permitted Business;

provided that clauses (2) through (4) above shall be deemed to be satisfied if a bona fide binding contract committing to make the investment, acquisition or expenditure referred to herein is entered into by the Parent, the Company or any Restricted Subsidiary, as the case may be, with a Person within the time period specified in the preceding paragraph and such Net Proceeds are subsequently applied in accordance with such contract within one year and six months following the date of such Asset Sale. In the event any such contract is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, then such Net Proceeds must be applied as set forth herein and, if such termination or cancellation occurs later than the 360-day period, shall constitute Excess Proceeds as set forth below.

(ii) Any Net Proceeds from any Asset Sale that are not applied as provided and within the time period set forth in clause (i) of this Section 2.06(b) will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20,000,000, the Borrowers shall, within ten (10) Business Days thereof, make an offer (the “Asset Sale Offer”) to all Lenders (and all holders of other Pari Passu Obligations containing provisions similar to this Section 2.06(b)) to repay the maximum principal amount of Loans (and such other Pari Passu Obligations) that may be repaid out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest (or, in respect of such Pari Passu Obligations, such lesser price, if any, as may be provided for by the terms of such Pari Passu Obligations), to the date fixed for the closing of such offer.

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(iii) To the extent that the aggregate amount of Loans (and such Pari Passu Obligations) accepted for repayment or tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Borrowers may use any remaining Excess Proceeds for any purpose that is not prohibited by the Loan Documents; provided that pending any such application, the proceeds of the Asset Sale, whether assets, property or cash, are subject to a Lien under the Collateral Agreements. If the aggregate principal amount of Loans (and other Pari Passu Obligations) accepted for repayment or surrendered by holders thereof pursuant to such Asset Sale Offer exceeds the amount of Excess Proceeds, the Administrative Agent shall apply the Excess Proceeds ratably to the repayment of the Loans and any other tendered Pari Passu Obligations based on the accreted value or principal amount of the Loans or such Pari Passu Obligations accepted for repayment or tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

(iv) Pending the final application of any Net Proceeds under clause (i) or (iii), the Company may temporarily reduce outstanding revolving credit Indebtedness of the Parent, the Borrowers, any Restricted Subsidiary or any Other Guarantor, or otherwise invest the Net Proceeds in cash and Cash Equivalents.

(v) The Administrative Borrower shall deliver any Asset Sale Offer required under clause (ii) by written notice of such occurrence to the Administrative Agent, and the Administrative Agent shall promptly deliver notice to each Lender to the address of such Lender appearing in the Register or otherwise in accordance with Section 10.02 with the following information:

(1) that the Borrowers are making an Asset Sale Offer pursuant to this Section 2.06(b) and that all Loans and other applicable Pari Passu Obligations properly accepted for repayment or tendered and not withdrawn pursuant to such Asset Sale Offer will be repaid by the Borrowers;

(2) the repayment date, which will be no earlier than thirty days nor later than sixty days from the date on which such notice is delivered (the “Asset Sale Offer Payment Date”);

(3) that any Loan not properly accepted for repayment will remain outstanding and continue to accrue interest;

(4) that unless the Borrowers default in making the payment, all Loans accepted for payment pursuant to the Asset Sale Offer will cease to accrue interest on the Asset Sale Offer Payment Date;

(5) that Lenders electing to have any Loans repaid pursuant to an Asset Sale Offer will be required to notify the Administrative Agent prior to the close of business on the third Business Day preceding the Asset Sale Offer Payment Date;

(6) that Lenders will be entitled to withdraw their election to require the Borrowers to repay such Loans; provided that the Administrative Agent receives, not later than the close of business on the expiration date of the Asset Sale Offer, a facsimile transmission, electronic mail or letter setting forth the name of such Lender, the principal amount of Loans to be repaid, and a statement that such Lender is withdrawing its election to have such Loans repaid;

(7) that, to the extent that the aggregate principal amount of Loans or the other Pari Passu Obligations accepted for repayment or surrendered by holders thereof exceeds the amount of Excess Proceeds, the Administrative Agent will apply the Excess Proceeds as set forth under the second-to-last sentence of Section 2.06(b)(iii); and

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(8) the other instructions, as determined by the Administrative Borrower or as reasonably requested by the Administrative Agent, consistent with this Section 2.06(b), that a Lender must follow in order to have its Loans repaid.

The notice, if delivered in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Lender receives such notice. If (x) the notice is delivered in a manner herein provided and (y) any Lender fails to receive such notice or a Lender receives such notice but it is defective, such Lender’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the repayment of the Loans as to all other Lenders that properly received such notice without defect.

(c) Mandatory Repayment Upon Total Loss of a Vessel.

(i) Upon the occurrence or happening of any Event of Loss, the Borrowers shall be required to prepay Loans and other Pari Passu Obligations containing provisions similar to those set forth in this clause (c) with respect to a redemption or prepayment upon an Event of Loss, the maximum principal amount of Loans and such other Pari Passu Obligations that may be prepaid out of the Event of Loss Proceeds received in respect of such loss (rounded to the nearest $1,000) upon not less than 30 nor more than 60 days’ notice to the Lenders, at a repayment price equal to 100% of the principal amount thereof, plus accrued and unpaid interest on the Loans prepaid to the applicable date of repayment

(ii) If the aggregate principal amount of Loans and other Pari Passu Obligations exceeds the amount of Event of Loss Proceeds, the Collateral Agent shall select Loans and such other Pari Passu Obligations to be repaid or redeemed on a pro rata basis.

(iii) Promptly upon receipt thereof, the Borrowers shall deposit all Event of Loss Proceeds received in respect of an Event of Loss in a deposit account controlled by the Collateral Agent and held as Collateral subject to a Lien under the Collateral Agreements pending the application thereof to repayment or redemption of Loans and such other Pari Passu Obligations and, from such deposit account, the Collateral Agent may withdraw funds to deploy the Event of Loss Proceeds in compliance with the foregoing.

(iv) Within 30 days of any date on which any Credit Party receives Event of Loss Proceeds, the Administrative Borrower shall deliver written notice of such occurrence to the Administrative Agent, and the Administrative Agent shall promptly deliver notice to each Lender to the address of such Lender appearing in the Register or otherwise in accordance with Section 10.02 with the following information:

(1) that an Event of Loss has occurred and the circumstances and relevant facts and financial information regarding such Event of Loss;

(2) that the Borrowers are required to pursuant to this Section 2.06(c) to prepay or redeem Loans and other applicable Pari Passu Obligations in an aggregate principal amount equal to the Event of Loss Proceeds received in respect of such loss (rounded to the nearest $1,000) and at a repayment price equal to 100% of the principal amount thereof, plus accrued and unpaid interest on the Loans prepaid to the applicable date of repayment; and

(3) the repayment date, which shall be no earlier than thirty days nor later than sixty days from the date on which such notice is delivered.

(d) Notices of repayment pursuant to Section 2.06(a) and (b)(v) or Section 2.14 may, at the Borrowers’ option and discretion, be subject to one or more conditions precedent, including, but not limited to, completion of a sale of Equity Interests (other than Disqualified Stock) of the Company or a Change of Control, as the case may be. If any such repayment or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Borrowers’ discretion, the repayment date may be delayed until such time as any or all such conditions shall be satisfied, or such repayment may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the repayment date, or by the repayment date so delayed.

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(e) All repayments of Loans pursuant to Section 2.06(b) or (c) shall be applied to reduce the then remaining Scheduled Repayments on a pro rata basis (based on the remaining principal amounts of the Scheduled Repayments after giving effect to all prior reductions thereto).

SECTION 2.07. [Reserved].

SECTION 2.08. Interest.

(a) (i) Interest on each Loan that is a LIBOR Loan will accrue and be payable at a rate per annum equal to the Adjusted LIBOR plus the Applicable Margin and shall be payable in cash, and (ii) interest on each Loan that is an ABR Loan will accrue and be payable at a rate per annum equal to the ABR plus the Applicable Margin and shall be payable in cash, each rate as determined by the Administrative Agent. Each determination shall, absent clearly demonstrable error, be final and conclusive and binding on all parties hereto.

(b) Upon the occurrence and during the continuance of any Event of Default under Section 7.01(h) or (i), any amount that shall not have been paid when due (whether at the stated maturity, by acceleration or otherwise) shall bear interest at a rate per annum that is (i) in the case of overdue principal, the rate that would otherwise be applicable thereto plus 2.00% or (ii) in the case of any overdue interest (and premium, if any), to the extent permitted by applicable law, the then-effective rate plus 2.00% from and including the date of such non-payment to but excluding the date on which such amount is paid in full (after as well as before judgment).

(c) Interest on each Loan shall accrue from and including the date on which such Loan is made to but excluding the date of any repayment thereof and shall be payable (i) on each Interest Payment Date, and (ii) on any prepayment (on the amount prepaid), at maturity (whether by acceleration or otherwise) and, after such maturity, on demand.

(d) All computations of interest hereunder shall be calculated on the basis of a 360-day year for the actual days elapsed, except that interest computed by reference to the ABR at times when the ABR is based on the prime rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(e) The Administrative Agent, upon determining the Adjusted LIBOR or ABR for any Interest Period, shall promptly notify the Administrative Borrower and the relevant Lenders thereof. Each such determination shall, absent clearly demonstrable error, be final and conclusive and binding on all parties hereto. The Administrative Agent shall, upon the request of any Lender, provide the interest rate then in effect with respect to the applicable Loans.

(f) On each Interest Payment Date, the Borrowers shall pay to the Lenders on or prior to 12:00 noon (New York City time) on such Interest Payment Date an amount equal to the amount of interest due and payable on such Interest Payment Date.

SECTION 2.09. Interest Periods. Notwithstanding anything to the contrary contained above, if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided that if any Interest Period would otherwise expire (i) on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the next preceding Business Day and (ii) on a day that is after the Maturity Date, such Interest Period shall expire on the Maturity Date.

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SECTION 2.10. Increased Costs, Illegality, etc.

(a) In the event that (x) in the case of clause (i) below, the Required Lenders or (y) in the case of clauses (ii) and (iii) below, any Lender, shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto):

(i) on any date for determining the LIBOR for any Interest Period that (A) deposits in the principal amounts of the Loans comprising such LIBOR Loan are not generally available in the relevant market or (B) by reason of any changes arising on or after the Closing Date affecting the interbank LIBOR market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of LIBOR; or

(ii) that, due to a Change in Law occurring at any time after the Closing Date, which Change in Law shall (A) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender, (B) subject any Lender to any Tax with respect to any Loan Document or any LIBOR Loan made by it (other than (i) Indemnified Taxes or Other Taxes, or (ii) Excluded Taxes), or (C) impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or LIBOR Loans made by such Lender, which results in the cost to such Lender of making, converting into, continuing or maintaining LIBOR Loans increasing by an amount or the amounts received or receivable by such Lender hereunder with respect to the foregoing shall be reduced; or

(iii) at any time, that the making or continuance of any LIBOR Loan has become unlawful as a result of compliance by such Lender in good faith with any Requirement of Law (or would conflict with any such Requirement of Law not having the force of law even though the failure to comply therewith would not be unlawful);

then, and in any such event, such Lenders (or the Administrative Agent, in the case of clause (i) above) shall within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to the Administrative Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, LIBOR Loans shall no longer be available until such time as the Administrative Agent notifies the Administrative Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing given by the Administrative Borrower with respect to LIBOR Loans that have not yet been incurred shall be deemed rescinded by the Administrative Borrower, (y) in the case of clause (ii) above, the Administrative Borrower shall pay to such Lender, promptly (but no later than ten days) after receipt of written demand therefor such additional amounts as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender submitted to the Administrative Borrower by such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (z) in the case of clause (iii) above, the Administrative Borrower shall take one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required by applicable Requirements of Law.

(b) At any time that any LIBOR Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the Administrative Borrower may (and in the case of a LIBOR Loan affected pursuant to Section 2.10(a)(iii) shall) either (1) if the affected LIBOR Loan is then being made pursuant to a Borrowing, cancel such Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Administrative Borrower was notified by a Lender pursuant to Section 2.10(a)(ii) or (iii) or (2) if the affected LIBOR Loan is then outstanding, upon at least three Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such LIBOR Loan into an ABR Loan; provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b).

(c) If, after the Closing Date, any Change in Law relating to capital adequacy of any Lender or compliance by any Lender or its parent with any Change in Law relating to capital adequacy occurring after the

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Closing Date, has or would have the effect of reducing the rate of return on such Lender’s or its parent’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent could have achieved but for such Change in Law (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then from time to time, promptly (but in any event no later than ten days) after written demand by such Lender (with a copy to the Administrative Agent), the Administrative Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any applicable Requirement of Law as in effect on the Closing Date. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(c), will give prompt written notice thereof to the Administrative Borrower, although the failure to give any such notice shall not, subject to Section 2.13, release or diminish the Borrowers’ joint and several obligations to pay additional amounts pursuant to this Section 2.10(c) upon receipt of such notice.

SECTION 2.11. Compensation. If (a) any payment of principal of any Loan is made by the Borrowers to or for the account of a Lender other than on the last day of the Interest Period for such Loan as a result of a payment pursuant to Section 2.14, as a result of acceleration of the maturity of the Loans pursuant to Article VII or for any other reason, (b) there occurs any failure to borrow, convert, continue or prepay any LIBOR Loan on the date specified in any notice delivered pursuant hereto or (c) there occurs any assignment of any LIBOR Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Administrative Borrower pursuant to Section 10.07, the Borrowers shall, after receipt of a written request by such Lender, pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that such Lender may reasonably incur as a result of such payment, or failure to prepay, including any loss, cost or expense (excluding loss of anticipated profits) actually incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Loan. A certificate of any Lender setting forth any amount that such Lender is entitled to receive pursuant to this Section 2.11 shall be delivered to the Administrative Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender the amount shown as due on such certificate within ten days after receipt thereof.

SECTION 2.12. Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.10(a)(ii), 2.10(a)(iii), 2.10(c) or 2.17 with respect to such Lender, it will, if requested by the Administrative Borrower use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event; provided that such designation does not cause such Lender or its lending office to suffer any economic, legal or regulatory disadvantage, with the object of avoiding the consequence of the event giving rise to the operation of any such Section. Nothing in this Section 2.12 shall affect or postpone any of the obligations of the Borrowers or the right of any Lender provided in Section 2.10 or 2.17.

SECTION 2.13. Notice of Certain Costs. Notwithstanding anything in this Agreement to the contrary, to the extent any notice required by Section 2.10 or 2.11 is given by any Lender more than 180 days after such Lender has knowledge (or should have had knowledge) of the occurrence of the event giving rise to the additional cost, reduction in amounts or loss described in such Sections, such Lender shall not be entitled to compensation under Section 2.10 or 2.11, as the case may be, for any such amounts incurred or accruing prior to the 181st day prior to the giving of such notice to the Administrative Borrower; provided that if a Change in Law that gives rise to such additional costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

SECTION 2.14. Voluntary Prepayments.

(a) Subject to Section 2.14(c), the Borrowers shall have the right at any time and from time to time to prepay any Loan in whole or in part, without premium or penalty, in an aggregate principal amount that is an integral multiple of $500,000 and not less than $1,000,000 or, if less, the amount outstanding, upon prior notice to the Administrative Agent by telephone (confirmed by telecopy), not less than three Business Days prior to the date of prepayment, which notice shall be irrevocable except to the extent conditioned on a refinancing of all or any portion of the Loans. Each such notice shall be signed by an Authorized Officer of the Administrative Borrower and shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if LIBOR Loans

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are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s pro rata share of such prepayment. Each prepayment of Loans pursuant to this Section 2.14 shall be applied to reduce Scheduled Repayments in such order as the Administrative Borrower may specify in the applicable prepayment notice (and in the absence of any such specification, in direct order of maturity).

(b) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.14(a) by the Administrative Borrower providing notice to the Administrative Agent a reasonable time prior to the specified effective time of such prepayment if such prepayment would have resulted from a refinancing of all or any portion of the Loans, which refinancing shall not be consummated or shall otherwise be delayed.

(c) In the event that, prior to March 28, 2015, there shall occur any prepayment of the Loans, in whole or in part, under Section 2.14, each such prepayment shall be accompanied by a fee or prepayment premium, as applicable, equal to the present value at such prepayment date of all interest that would accrue on the prepaid Loans through March 28, 2015, computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points, computed using Adjusted LIBOR for an Interest Period of three months plus the Applicable Margin for LIBOR Loans in effect on such date.

(d) All prepayments under this Section 2.14 shall be accompanied by all accrued interest thereon, together with, in the case of any such prepayment of a LIBOR Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such LIBOR Loan pursuant to Section 2.11.

SECTION 2.15. Fees. The Borrowers shall pay to the Agents such other fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever (except as expressly agreed between the Administrative Borrower and the applicable Agent).

SECTION 2.16. Method and Place of Payment.

(a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrowers or the applicable Credit Party, as the case may be, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders entitled thereto not later than 12:00 Noon (New York City time) on the date when due and shall be made in immediately available funds at the Administrative Agent’s Lending Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Administrative Borrower, it being understood that written or facsimile notice by the Administrative Borrower to the Administrative Agent to make a payment from the funds attributed to the Borrowers in an account of the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account. All payments under each Loan Document (whether of principal, interest or otherwise) shall be made in U.S. Dollars. The Administrative Agent will thereafter cause to be promptly distributed like funds relating to the payment of principal or interest or fees ratably to the Lenders entitled thereto.

(b) Any payments under this Agreement that are made later than 2.00 p.m. (New York City time) shall be deemed to have been made on the next succeeding Business Day.

Except as otherwise provided herein, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

SECTION 2.17. Net Payments.

(a) Any and all payments made by or on behalf of any Credit Party under this Agreement or any other Loan Document shall be made free and clear of, and without deduction or withholding for or on account of, any Taxes; except as otherwise required by applicable Requirements of Law. If an applicable Withholding

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Agent shall be required by applicable Requirements of Law to deduct or withhold any Taxes from such payments, then (i) the applicable Withholding Agent shall make such deductions or withholdings as are determined in good faith by the applicable Withholding Agent to be required by any applicable Requirement of Law, (ii) the applicable Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority within the time allowed and in accordance with applicable Requirements of Law, and (iii) to the extent withholding or deduction is required to be made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after all required deductions and withholdings have been made (including deductions or withholdings applicable to additional sums payable under this Section 2.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deductions or withholdings been made. As soon as practicable after any payment of Taxes by any Credit Party or the Administrative Agent to a Governmental Authority as provided in this Section 2.17, the Administrative Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Administrative Borrower, as the case may be, a copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by laws to report such payment or other evidence of such payment reasonably satisfactory to the Administrative Borrower or the Administrative Agent, as the case may be.

(b) The Credit Parties shall timely pay to the relevant Governmental Authority in accordance with applicable Requirements of Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(c) The Borrowers and the Guarantors shall, jointly and severally, indemnify and hold harmless each Recipient within 15 Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes imposed on such Recipient, as the case may be (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.17), and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate setting forth in reasonable detail the basis and calculation of the amount of such payment or liability delivered to the Administrative Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent or the Collateral Agent (as applicable) on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. Notwithstanding anything contained in this Section 2.17(c), no Recipient shall be entitled to receive any payment with respect to Indemnified Taxes or Other Taxes hereunder unless such Recipient makes written demand on the Credit Parties no later than 180 days after the earlier of (i) the date on which the relevant Governmental Authority makes written demand upon such Recipient for such Indemnified Taxes or Other Taxes, and (ii) the date on which such Recipient has made payment of such Indemnified Taxes or Other Taxes (except that, if such Indemnified Taxes or Other Taxes are retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof).

(d) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under this Agreement or any other Loan Document shall deliver to the Administrative Borrower and the Administrative Agent, at the time or times prescribed by applicable Requirements of Law or reasonably requested by the Administrative Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Requirements of Law or reasonably requested by the Administrative Borrower or the Administrative Agent, as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the Administrative Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Requirements of Law or reasonably requested by the Administrative Borrower or the Administrative Agent as will enable the Administrative Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(d)(i) and (d)(ii)(1)-(4), and Section 2.17(f) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

Without limiting the generality of Section 2.17(d), in the event a Borrower is a “United States person” within the meaning of Section 7701(a)(30) of the Code:

(i) any U.S. Lender shall deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such U.S. Lender becomes a Lender under this Agreement (and from time to time thereafter at the time or times prescribed by applicable Requirements of Law or upon the reasonable request of the Administrative Borrower or the Administrative Agent), executed originals of IRS Form W-9 (or any successor form) certifying that such Lender is exempt from U.S. federal backup withholding tax; and

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(ii) any Non-U.S. Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Non-U.S. Lender becomes a Lender under this Agreement (and from time to time thereafter at the time or times prescribed by applicable Requirements of Law or upon the reasonable request of the Administrative Borrower or the Administrative Agent), whichever of the following is applicable:

(1) in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS Form W-8BEN (or any successor form), together with a certificate substantially in the form of Exhibit D-1, D-2, D-3 or D-4, as applicable (a “U.S. Tax Compliance Certificate”), representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not a “10 percent shareholder” (within the meaning of Section 871(h)(3)(B) of the Code) of either Borrower, is not a CFC related to either Borrower (within the meaning of Section 864(d)(4) of the Code) and the interest payments in question are not effectively connected with the conduct by such Lender of a trade or business within the United States),

(2) in the case of a Non-U.S. Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN (or any successor form) establishing an exemption from, or reduction of, U.S. federal withholding tax, pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN (or any successor form) establishing an exemption from, or reduction of, U.S. federal withholding tax pursuant to the “business profits” or “other income” article of such tax treaty,

(3) IRS Form W-8ECI (or any successor form),

(4) to the extent a Non-U.S. Lender is not the beneficial owner, executed originals of IRS Form W-8IMY (or any successor form) accompanied by IRS Form W-8ECI (or any successor form), IRS Form W-8BEN (or any successor form), a U.S. Tax Compliance Certificate substantially in the form of Exhibit D-2 or Exhibit D-3, IRS Form W-9 (or any successor form) and/or other certification documents from each beneficial owner, as applicable; provided that if the Non-U.S. Lender is a partnership and one or more direct or indirect partners of such Non-U.S. Lender are claiming the portfolio interest exemption, such Non-U.S. Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit D-4 on behalf of each such direct and indirect partner, or

(5) executed originals of any other form prescribed by applicable Requirements of Law as a basis for claiming exemption from or reduction in U.S. federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable Requirements of Law to permit the Administrative Borrower or the Administrative Agent to determine the withholding or deduction required to be made.

Each Lender further agrees that it shall (i) promptly upon becoming aware thereof notify the Administrative Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction in withholding, or (ii) in the event it becomes aware that any previous form delivered by such Lender pursuant to this Section 2.17(d) expires or becomes obsolete or inaccurate, update any such form or certification or promptly deliver to the Administrative Borrower and the Administrative

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Agent any such other properly completed and executed form, certification or documentation as may be required in order to confirm or establish the entitlement of such Lender to an exemption from or a reduction in withholding Taxes with respect to payments hereunder or under any other Loan Document if such Lender continues to be so entitled or promptly notify the Administrative Borrower and the Administrative Agent in writing of its legal inability to do so.

Each Person that shall become a Participant pursuant to Section 10.06 or a Lender pursuant to Section 10.06 shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this Section 2.17(d) and pursuant to Section 2.17(f) below; provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Person from which the related participation shall have been purchased.

(e) If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes for which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), such Recipient shall pay the applicable Credit Party an amount equal to such refund (net of all reasonable out-of-pocket expenses (including Taxes) of such Recipient and without interest other than any interest received thereon from the relevant Governmental Authority with respect to such refund); provided that the Credit Parties, upon the request of such Recipient, agree to repay the amount paid over pursuant to this Section 2.17(e) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such Recipient in the event such Recipient is required to repay such refund to such Governmental Authority. In such event, such Recipient shall, at the Administrative Borrower’s request, provide the Administrative Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant Governmental Authority (provided that such Lender, the Administrative Agent or the Collateral Agent may delete any information therein that it deems confidential). Notwithstanding anything to the contrary in this Section 2.17(e), in no event will the Recipient be required to pay any amount to the Credit Parties pursuant to this Section 2.17(e) the payment of which would place such Recipient in a less favorable net after-Tax position than such Recipient would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. Except as otherwise specifically provided in this Section 2.17(e), no Recipient shall be obliged to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Credit Party in connection with this Section 2.17(e).

(f) If a payment made to any Lender or any Agent under this Agreement or any other Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender or such Agent were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender or such Agent shall deliver to the Administrative Borrower and the Administrative Agent at the time or times prescribed by Requirements of Law and at such time or times reasonably requested by the Administrative Borrower or the Administrative Agent such documentation prescribed by applicable Requirements of Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Administrative Borrower or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has or has not complied with such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this Section 2.17(f), “FATCA” shall include any amendments made to FATCA after the Closing Date.

(g) The agreements in this Section 2.17 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

SECTION 2.18. Limit on Rate of Interest.

(a) No Payment Shall Exceed Lawful Rate. Notwithstanding any other term of this Agreement, no Borrower shall be obligated to pay any interest or other amounts under or in connection with this Agreement in excess of the amount or rate permitted under or consistent with any applicable law, rule or regulation.

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(b) Payment at Highest Lawful Rate. If either Borrower is not obliged to make a payment which it would otherwise be required to make, as a result of Section 2.18(a), such Borrower shall make such payment to the maximum extent permitted by or consistent with applicable laws, rules and regulations.

(c) Adjustment if Any Payment Exceeds Lawful Rate. If any provision of this Agreement or any of the other Loan Documents would obligate either Borrower to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by any applicable law, rule or regulation, then notwithstanding such provision, such amount or rate (as it applies to such Borrower) shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law, such adjustment to be effected, to the extent necessary, by reducing the amount or rate of interest required to be paid by such Borrower to the affected Lender under Section 2.08.

(d) Nothing in this Section 2.18 shall relieve any other Borrower or any Guarantor from its obligations with respect to any amount that either Borrower would be required to pay but for the operation of this Section, and no adjustment under this Section would be effective with respect to the Loan Obligations of such other Borrower and each Guarantor, except, in the case of such other Borrower, to the extent that this Section would also apply to such other Borrower.

Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if any Lender shall have received from either Borrower an amount in excess of the maximum permitted by any applicable law, rule or regulation, then such Borrower shall be entitled, by notice in writing to the Administrative Agent to obtain reimbursement from that Lender in an amount equal to such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by that Lender to such Borrower.

SECTION 2.19. Pro Rata Sharing. Except as set forth in Section 2.06(b)(i), whenever any payment received by the Administrative Agent under this Agreement is insufficient to pay in full all amounts then due and payable to the Administrative Agent and the Lenders under this Agreement, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the following order: first, to the payment of fees and expenses due and payable to the Administrative Agent and the Collateral Agent and its Affiliates under and in connection with this Agreement, except any amounts payable to any such Person in its role as Lender, as provided in clause “second” of this Section 2.19; second, to the payment of all expenses due and payable under Section 10.05, ratably among the Lenders in accordance with the aggregate amount of such payments owed to each Lender; third, to the payment of interest and amounts under Sections 2.10 and 2.17, if any, then due and payable on the Loans ratably among the Lenders in accordance with the aggregate amount of interest owed to each Lender; and fourth, to the payment of the principal amount of the Loans that is then due and payable, ratably among the Lenders in accordance with the aggregate principal amount owed to each such Lender.

SECTION 2.20. Adjustments; Set-off.

(a) If any Lender or any of its Affiliates shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender or such Affiliate receiving payment of a greater proportion of the aggregate amount of such Lender’s Loans and accrued interest thereon than the proportion received by any other Lender entitled to such payment, then the Lender receiving (or whose Affiliate received) such greater proportion shall purchase for cash at face value participations in the Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders entitled thereto ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph (a) shall not be construed to apply to any payment made by the Borrowers pursuant to and in accordance with the terms of this Agreement, or any payment obtained by a Lender or its Affiliate as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant. Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against either Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.

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(b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders and their Affiliates provided by law, each Lender and its Affiliates shall have the right, without prior notice to the Administrative Borrower, any such notice being expressly waived by the Administrative Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Borrowers hereunder (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any Affiliate, branch or agency thereof to or for the credit or the account of the Parent, either Borrower or any Subsidiary. Each Lender agrees promptly to notify the Administrative Borrower and the Administrative Agent after any such set-off and application made by such Lender or such Affiliate, provided that the failure to give such notice shall not affect the validity of such set-off and application.

SECTION 2.21. Interest Elections. The Loans shall have an initial Interest Period as specified in the applicable Notice of Borrowing. Thereafter, the Administrative Borrower may elect Interest Periods therefor, all as provided in this Section 2.21. The Administrative Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.

(a) To make an election pursuant to this Section 2.21, the Administrative Borrower shall notify the Administrative Agent of such election (as provided in Section 10.02) by telephone not later than 11:00 a.m., New York City time, three Business Days prior to the end of the then applicable Interest Period. Each such telephonic Interest Period Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Period Election Request in the form set forth in Exhibit C and signed by the Administrative Borrower.

(b) Each telephonic and written Interest Period Election Request shall specify the following information:

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Period Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBOR Borrowing; and

(iv) if the resulting Borrowing is a LIBOR Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Period Election Request requests a LIBOR Borrowing but does not specify an Interest Period, then the Administrative Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(c) Promptly following receipt of an Interest Period Election Request, the Administrative Agent shall advise each Lender to which such Interest Period Election Request relates of the details thereof and of such Lender’s portion of each resulting Loan.

(d) If the Administrative Borrower fails to deliver a timely Interest Period Election Request with respect to a LIBOR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such

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Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be continued as a LIBOR Borrowing with a one (1) month Interest Period. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the written request (including a request through electronic means) of the Required Lenders, so notifies the Administrative Borrower, then, so long as an Event of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a LIBOR Borrowing and (ii) unless repaid, each LIBOR Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other and all continuations of Loans as the same type, there shall be not more than five Interest Periods in effect with respect to the Loans.

SECTION 2.22. Extension Offers.

(a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers made from time to time by the Administrative Borrower to all Lenders on a pro rata basis (based on the aggregate outstanding Loans at such time) (“Pro Rata Extension Offers”), the Borrowers are hereby permitted, subject to the terms of this Section, to consummate transactions with individual Lenders from time to time to extend the maturity date of such Lender’s Loans and, in connection therewith, to otherwise modify the terms of such Lender’s Loans pursuant to the terms of the relevant Pro Rata Extension Offer (including, without limitation, increasing the interest rate or fees payable in respect of such Lender’s Loans and/or modifying the amortization schedule in respect of such Lender’s Loans). Any such extension (an “Extension”) agreed to between the Administrative Borrower and any such Lender (an “Extending Lender”) shall become effective only with respect to such Lender’s Loans to which such Lender’s acceptance has been made (such extended Loans, the “Extended Loans”).

(b) Each Extension shall be effected pursuant to an Extension Amendment Agreement executed and delivered by the Administrative Borrower, each applicable Extending Lender and the Administrative Agent; provided that (i) no Extension shall become effective unless no Default or Event of Default shall have occurred and be continuing on the applicable effective date therefor and (ii) the Administrative Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other customary documents as shall reasonably be requested by the Administrative Agent in connection therewith. Each Pro Rata Extension Offer and the applicable Extension Amendment Agreement shall specify the terms of the applicable Extended Loans; provided that (A) except as to interest rates, fees, other pricing terms, amortization, final maturity date and participation in prepayments (which shall, subject to clauses (B) through (D) of this proviso, be determined by the Administrative Borrower and set forth in the Pro Rata Extension Offer), the Extended Loans shall have the same terms as the Loans to which the applicable Pro Rata Extension Offer relates, (B) the final maturity date of any Extended Loans shall be no earlier than the final maturity date applicable to the Loans to which the applicable Pro Rata Extension Offer relates, (C) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Loans to which the applicable Pro Rata Extension Offer relates, and (D) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder. Each Extension Amendment Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section 2.22.

(c) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document, (i) no Extended Loan is required to be in any minimum amount or any minimum increment, (ii) any Extending Lender may extend all or any portion of its Loans pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of over participation) (including the extension of any Extended Loan), and (iii) all Extended Loans and all obligations in respect thereof shall be Loan Obligations that are secured by the Collateral on a pari passu basis with all other Loan Obligations.

(d) Each Extension shall be consummated pursuant to procedures reasonably acceptable to the Administrative Agent and the Administrative Borrower and set forth in the associated Pro Rata Extension Offer;

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provided that the Borrowers shall cooperate with the Administrative Agent in connection with making any Pro Rata Extension Offer to establish reasonable procedures with respect to mechanical provisions relating to such Extension, including, without limitation, timing, rounding and other adjustments.

ARTICLE III

Representations and Warranties

In order to induce the Lenders to enter into this Agreement and to make the Loans, each of the Parent, each Borrower and each other Credit Party, jointly and severally, makes, on the Closing Date, the following representations and warranties to the Lenders, all of which shall survive the execution and delivery of this Agreement and the making of the Loans.

SECTION 3.01. Corporate Status. Each Group Party (a) is a duly incorporated or organized, as the case may be, and validly existing corporation or other entity in good standing (or, if applicable in a foreign jurisdiction, enjoys the equivalent status under the laws of such jurisdiction of organization outside the United States) under the laws of the jurisdiction of its organization and has the requisite corporate or other organizational power and authority to own, lease and operate its property and assets and to transact its business as now conducted and (b) has duly qualified and is authorized to do business and is in good standing (if applicable) in all jurisdictions where it is required to be so qualified, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and all such jurisdictions as of the Closing Date are set forth on Schedule 3.01.

SECTION 3.02. Corporate Power and Authority; Enforceability; Security Interests. Each Credit Party has the requisite corporate or other organizational power and authority to execute, deliver and carry out the terms and provisions of the Loan Documents to which it is a party and has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party. Each Credit Party and each Internal Charterer, if any, has duly executed and delivered each Loan Document to which it is a party and each such Loan Document constitutes the legal, valid and binding obligation of such Credit Party and such Internal Charterer, if any, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, receivership, moratorium and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law) and public policy and the discretion of the court before which any proceeding therefor may be brought.

SECTION 3.03. No Violation.

(a) None of the execution, delivery or performance by any Credit Party of the Loan Documents to which it is a party or the compliance with the terms and provisions thereof will (i) contravene any Requirement of Law except to the extent such contravention would not reasonably be expected to result in a Material Adverse Effect, (ii) result in any breach or violation of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of any Group Party (other than Liens created under the Loan Documents and Liens permitted hereunder), or result in an acceleration of Indebtedness, or result in a Debt Repayment Triggering Event under or pursuant to the terms of any indenture, loan agreement, lease agreement, mortgage, deed of trust, agreement or other instrument to which any Group Party is a party or by which it or any of its property or assets is bound, except to the extent such breach, default, Lien, acceleration of Indebtedness or Debt Repayment Triggering Event would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect or (iii) violate any provision of the certificate of incorporation, by-laws or other organizational documents of any Group Party. Immediately after consummation of the Transactions, no Default, Event of Default or Debt Repayment Triggering Event will exist.

(b) None of the Group Parties is in violation of its certificate of incorporation, by-laws or other organizational documents. None of the Group Parties is (i) in violation of any Requirement of Law, or (ii) in breach of or default under any indenture, loan agreement, lease agreement, mortgage, deed of trust, agreement or other instrument, except for such violations, breaches or defaults that would not, individually or in the aggregate,

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reasonably be expected to have a Material Adverse Effect. There exists no condition that, with the passage of time or otherwise, would constitute (A) a violation of such certificate of incorporation, by-laws or other organizational documents, (B) a violation of any Requirement of Law, (C) a breach of or default under any agreement referred to in the foregoing clause (ii) or (D) result in the imposition of any penalty or the acceleration of any Indebtedness, except in the cases of subclauses (B), (C) and (D) above as is (1) set forth on Schedule 3.03 and (2) as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.

SECTION 3.04. Litigation. Except as set forth on Schedule 3.04, there are no actions, suits or proceedings (including Environmental Claims) pending or, to the knowledge of the Credit Parties, threatened (i) against or affecting any Group Party or any of its properties (including any Vessel (including the Tungsten Explorer)), (ii) which has as the subject thereof any officer or director (in such Person’s capacity as an officer or director) of, or property or assets owned or leased by, the any Group Party, (iii) relating to environmental or discrimination matters, where in any such case any such action, suit or proceeding would reasonably be expected to result in a Material Adverse Effect, (iv) that seeks to restrain, enjoin, prevent the consummation of, or otherwise challenge any of the Loan Documents or any of the transactions contemplated therein, or (v) would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Credit Party is subject to any judgment, order, decree, rule or regulation of any Governmental Authority that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

SECTION 3.05. Margin Regulations. Neither the making of any Loan hereunder nor the use of the proceeds thereof will violate the provisions of Regulation T, Regulation U or Regulation X of the Board.

SECTION 3.06. Governmental Approvals. The execution, delivery and performance of each Loan Document and the consummation of the other Transactions do not require any consent or approval of, registration or filing with, or other action by, any Governmental Authority, except for (a) such as have been obtained or made prior to the Closing Date and are in full force and effect, (b) filings and recordings in respect of the Liens created pursuant to the Collateral Agreements, and (c) such consents, approvals, registrations, filings or actions the failure of which to obtain or make would not reasonably be expected to have a Material Adverse Effect.

SECTION 3.07. Investment Company Act. No Group Party is an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

SECTION 3.08. True and Complete Disclosure.

(a) All written information (other than estimates and information of a general economic nature or general industry nature) (the “Information”) concerning the Group Parties, the Transactions and any other transactions contemplated hereby, included in the Offering Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made.

(b) The pro forma financial information and the related notes thereto included in the Offering Memorandum present fairly in all material respects the information contained therein as of the Closing Date and have been properly presented on the basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The pro forma adjustments comply as to form with the applicable accounting requirements of Rule 11-02 of Regulation S-X under the Securities Act and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements. The projections and other forward-looking information prepared by or on behalf of the Parent, the Company or any of their representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Parent and the Company to be reasonable as of the date thereof, as of the date such projections or other forward-looking information was furnished to the Lenders and as of the Closing Date, and (ii) as of the Closing Date, have not been modified in any material respect by the Parent or the Company.

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SECTION 3.09. Financial Condition; Financial Statements. The Historical Financial Statements present fairly in all material respects the consolidated financial position, results of operations and cash flows of the entities to which they relate at the dates of such information and for the periods covered thereby and have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes thereto, if any.

SECTION 3.10. Tax Matters.

(a) Each Group Party has filed all U.S. federal income Tax returns and all other material Tax returns, U.S. and foreign, required to be filed by it (including in its capacity as a withholding agent) and all such returns are true, correct and complete in all material respects, and has paid all Taxes payable by it that have become due, other than those (i) not yet delinquent or (ii) being contested in good faith by appropriate proceedings and as to which adequate reserves have been provided to the extent required by and in accordance with GAAP. The Group Parties have provided adequate reserves in accordance with GAAP for all Taxes of the Group Parties not yet delinquent.

(b) To the knowledge of the Parent and each Borrower, after reasonable inquiry, there are no actual or proposed assessments for unpaid Taxes against any Group Party that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The accruals on the books and records of the Group Parties in respect of any material Tax liability for any period not finally determined are adequate to meet any assessments for any material unpaid Taxes for any such period.

SECTION 3.11. Compliance with ERISA.

(a) In the past six years, none of the Group Parties, or ERISA Affiliates has ever maintained, participated in, sponsored or contributed to (or has or has ever had any obligation to contribute to), or has ever had any liability with respect to, any Plan. In the past six years, none of the Group Parties, or ERISA Affiliates has ever incurred, nor could any of them incur, any liability with respect to any Plan (including, without limitation, under Title IV of ERISA or under Section 4069 of ERISA).

(b) Except in each case as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect, (i) all employee benefit plans, programs, agreements and arrangements (except for any Foreign Plans) with respect to which the Borrowers could have any liability are in compliance with, have been established, administered and operated in accordance with, the terms of such plans, programs, agreements or arrangements and applicable law, including all applicable provisions of ERISA and the Code and the regulations thereunder and (ii) all material contributions or other payments which are due with respect to each employee benefit plan, program, agreement and arrangement (except for any Foreign Plans) with respect to which the Borrowers could have any liability have been made in full and there are no funding deficiencies thereunder.

(c) All Foreign Plans are in material compliance with, and have been established, administered and operated in accordance with, the terms of such Foreign Plans and applicable law. All material contributions or other material payments which are due with respect to each Foreign Plan have been made in full and there are no material funding deficiencies thereunder.

SECTION 3.12. Subsidiaries; Capitalization.

(a) Schedule 3.12(A) lists each Subsidiary of the Parent (and the direct and indirect ownership interest of the Parent therein) on the Closing Date. Each Guarantor and Unrestricted Subsidiary as of the Closing Date has been so designated on Schedule 3.12(A).

(b) The authorized, issued and outstanding share capital of the Parent as of December 31, 2012, are as set forth in the December 31, 2012, balance sheet of the Parent incorporated by reference in the Offering Memorandum (including the footnotes thereto). All of the issued and outstanding shares of the Company,

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the US Borrower and each of the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable, and were not issued in violation of, and are not subject to, any preemptive or similar rights. Except as set forth on Schedule 3.12(B), as of the Closing Date all of the outstanding shares or other Equity Interests of each of the Subsidiaries are owned, directly or indirectly, by the Parent, free and clear of all Liens, other than those (i) pursuant to the Credit Agreement Documents, (ii) pursuant to the 2019 Indenture Documents, (iii) pursuant to the Loan Documents, (iv) pursuant to the Existing Term Loan Documents, (v) pursuant to the New Indenture Documents, (vi) pursuant to the 2015 Indenture, which Liens are to be released on the Closing Date, (vii) pursuant to the Collateral Agreements and (viii) those imposed by the Securities Act and the securities or “Blue Sky” laws of certain domestic or foreign jurisdictions. Except as set forth on Schedule 3.12(C), there are no authorized or outstanding (A) options, warrants or other rights to purchase from the Company or any of the Subsidiaries, (B) agreements, contracts, arrangements or other obligations of the Company or any of the Subsidiaries to issue or (C) other rights to convert any obligation into or exchange any securities for, in the case of each of clauses (A) through (C), shares of or other ownership or Equity Interests in the Company or any of the Subsidiaries.

SECTION 3.13. Accounting System. Each Group Party makes and keeps accurate books and records and maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) material transactions are executed in accordance with management’s general or specific authorization, (ii) material transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any material differences and (v) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Offering Memorandum fairly presents the information called for in all material respects and has been prepared in accordance with the SEC’s rules and guidelines applicable thereto. There has not been and is no material weakness in the Parent’s internal control over financial reporting (whether or not remediated) and since December 31, 2012, there has been no change in the Parent’s internal control over financial reporting that has materially affected, or could reasonably be expected to materially affect, the Parent’s internal control over financial reporting.

SECTION 3.14. Intellectual Property. Each Group Party owns, possesses, is licensed under or can acquire on reasonable terms, and has the right to use, adequate trademarks, trade names and other rights to inventions, know-how, patents, copyrights, confidential information and other intellectual property that are necessary for the operation of their respective businesses as currently conducted and as proposed to be conducted, and have not received any notice of infringement of or conflict with asserted rights of others with respect to any intellectual property rights that would reasonably be expected to individually or in the aggregate have a Material Adverse Effect. As of the Closing Date, all intellectual property of the Group Parties will be free and clear of all Liens, other than Permitted Liens. To the knowledge of the Credit Parties, the use of intellectual property by the Group Parties will not infringe on the intellectual property rights of any other Person.

SECTION 3.15. Environmental Laws.

(a) The Group Parties are in compliance in all material respects with all Environmental Laws.

(b) Except for any matters that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (i) no Group Party has received written notice of any Environmental Claim or any other liability under any Environmental Law; (ii) no Credit Party has any actual knowledge of any facts or conditions that would form the basis of any Environmental Claim; and (iii) the Credit Parties have not received written notice of any material violation or alleged violation of any Environmental Law which would affect the ability of any Group Party to operate any Vessel.

(c) There are no facts, circumstances, conditions or occurrences on any Vessel owned or operated by the Group Parties that is reasonably likely (i) to form the basis of an Environmental Claim against the Group Parties, or any Vessel owned by any Group Party, or (ii) to cause such Vessel to be subject to any restrictions on its ownership, registration, use or transferability under any Environmental Law, in each case that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

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(d) The Group Parties have not at any time (i) generated, used, treated or stored Hazardous Materials on, or transported Hazardous Materials to or from, any Vessel or other property or operating equipment at any time owned or operated by the Group Parties, except in material compliance with any applicable law, ordinance, rule, regulation, order, judgment, decree or permit or otherwise, or (ii) released Hazardous Materials on or from any such Vessel or other property or operating equipment where such occurrence or event, either individually or in the aggregate, is reasonably likely to have a Material Adverse Effect.

(e) None of the Group Parties is conducting, or is subject to any order, decree or agreement requiring, or otherwise obligated or required to perform, any response or corrective action under any Environmental Law.

(f) Except as set forth on Schedule 3.15, (i) no Group Party has been named as a “potentially responsible party” under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, or the Oil Pollution Act, 1990, as amended, and (ii) there has been no material spill, discharge, leak, emission, injection, escape, dumping or release of any kind onto or from any property now or previously owned, leased or operated by any Group Party or into the environment surrounding such property of any Hazardous Materials by the any Group Party (or, to the knowledge of the Company, any of its predecessors in interest or respecting any Vessel), except for any such spill, discharge, leak, emission, injection, escape, dumping or release that would not, singularly or in the aggregate with all such spills, discharges, leaks, emissions, injections, escapes, dumpings and releases, have a Material Adverse Effect.

SECTION 3.16. Labor Matters. (i) No Credit Party is party to or bound by any collective bargaining agreement with any labor organization; (ii) there is no union representation question existing with respect to the employees of the Credit Parties, and, to the knowledge of the Credit Parties, after due inquiry, no union organizing activities are taking place that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) to the knowledge of the Credit Parties, no union organizing or decertification efforts are underway or threatened against the Borrowers or the Guarantors; (iv) no labor strike, work stoppage, slowdown, or other material labor dispute is pending against the Credit Parties, or, to the knowledge of the Credit Parties, after reasonable inquiry, threatened against the Credit Parties; (v) there is no worker’s compensation liability, experience or matter that could be reasonably expected to have a Material Adverse Effect; (vi) to the knowledge of the Credit Parties, after reasonable inquiry, there is no threatened or pending liability against the Credit Parties pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended (“WARN”); (vii) there is no employment-related charge, complaint, grievance, investigation, unfair labor practice claim, or inquiry of any kind, pending against the Credit Parties that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (viii) to the knowledge of the Credit Parties, after reasonable inquiry, no employee or agent of the Credit Parties has committed any act or omission giving rise to liability for any violation identified in subsection (vi) and (vii) above, other than such acts or omissions that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (ix) no term or condition of employment exists through arbitration awards, settlement agreements, or side agreement that is contrary to the express terms of any applicable collective bargaining agreement.

SECTION 3.17. Properties; Vessel Registration.

(a) Each Group Party has good and indefeasible title in all its Property necessary or used in the ordinary conduct of its business (including all Vessels), except for such minor defects in title that do not interfere with its ability to conduct its business as conducted on the Closing Date or to use such property and assets for their intended purposes, and such Property (including all Vessels) are in good working condition and are maintained in accordance with prudent business standards, and all of the foregoing Property will be free and clear of all Liens (other than Permitted Liens).

(b) Each of the Vessels is duly permanently registered under the law and flag of such Vessel (other than the Tungsten Explorer), in each case in the name of the Guarantor that owns it free and clear of all Liens and encumbrances of record, and except, in each case, Permitted Liens and a Ship Mortgage in favor of the Pari Passu Collateral Agent.

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SECTION 3.18. Insurance. Each Group Party and the Vessels (other than the Tungsten Explorer) is, and simultaneously with the delivery of the Tungsten Explorer to the applicable Guarantor, the Tungsten Explorer will be, insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged. All policies of insurance insuring Group Parties or their respective businesses, assets, employees, officers and directors are, or, with respect to the Tungsten Explorer will be on its delivery date to the applicable Guarantor, in full force and effect. The Group Parties and the Vessels (other than the Tungsten Explorer) are, or, with respect to the Tungsten Explorer will be on its delivery date to the applicable Guarantor, in compliance with the terms of such policies and instruments in all material respects, and there are no claims by any Group Party under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause. No Group Party has been refused any insurance coverage sought or applied for, and no Group Party has any reason to believe that it will not be able to renew its existing insurance (or obtain appropriate insurance) coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

SECTION 3.19. Permits. Each Group Party possesses all licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all Governmental Authorities, presently required or necessary to own or lease, as the case may be, and to operate their respective properties and to carry on their respective businesses as now or proposed to be conducted (“Permits”), except where the failure to obtain such Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; each Group Party has fulfilled and performed all of its obligations with respect to such Permits except where the failure to fulfill or perform such obligations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or results, or after notice or lapse of time would result in any other material impairment of the rights of the holder of any such Permit; and no Group Party has received or has any reason to believe that it has received or will receive any notice of any proceeding relating to revocation or modification of any such Permit, except as set forth on Schedule 3.19 or except where such revocation or modification would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

SECTION 3.20. Solvency.

(a) On the Closing Date, immediately after giving effect to the Transactions that occur on the Closing Date, (i) the fair value of the assets of the Credit Parties on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Credit Parties on a consolidated basis; (ii) the present fair saleable value (or fair market value) of the property of the Credit Parties on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Credit Parties on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Credit Parties on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; (iv) the Credit Parties on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date; (v) assuming incurrence of the Loans and consummation of the transactions contemplated by this Agreement, the Credit Parties, taken as a whole, are not incurring debts and liabilities beyond their ability to pay as such debts and liabilities mature; and (vii) the Credit Parties, taken as a whole, are not otherwise insolvent under the standards set forth in applicable Cayman Islands law.

(b) On the Closing Date, the Parent does not intend to, and the Parent does not believe that it or any of its Subsidiaries will, incur debts beyond their ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by them or any such Subsidiary and the timing and amounts of cash to be payable on or in respect of their Indebtedness or the Indebtedness of any such Subsidiary.

SECTION 3.21. No Receiver. No receiver (including an administrative receiver), liquidator, trustee, administrator, custodian or similar official has been appointed, to either the Parent’s or the Borrowers’ knowledge (having made due and careful inquiries), in any jurisdiction in respect of the whole or any part of the business or assets of either the Parent or the Borrowers, and, so far as each of the Parent and the Borrowers is aware (having made due and careful inquiries), no step has been taken with a view to the appointment of such a Person.

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SECTION 3.22. No Material Adverse Effect. There has been no event or circumstance that has had or would reasonably be expected to have a Material Adverse Change since December 31, 2012.

SECTION 3.23. USA Patriot Act; Bank Secrecy Act; OFAC; FCPA; Money Laundering Laws.

(a) Each Group Party in compliance in all material respects with the material provisions of the USA Patriot Act, and the Borrowers have provided to the Administrative Agent all information related to the Credit Parties (including but not limited to names, addresses and tax identification numbers (if applicable)) reasonably requested in writing by the Administrative Agent that is required by the USA Patriot Act to be obtained by the Administrative Agent or any Lender.

(b) Each Group Party is in material compliance with the material provisions of the Bank Secrecy Act.

(c) No Group Party nor, to the knowledge of either Borrower, any of their directors, officers, agents, employees or Affiliates (i) is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or equivalent European Union measure or (ii) located, organized or resident in a country or territory that is the subject of U.S. sanctions (including, without limitation, Burma/Myanmar, Cuba, Iran, North Korea, Sudan and Syria); and the Borrowers will not directly or indirectly use the proceeds of the Loans or lend, contribute or otherwise make available such proceeds to any Person, for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC or equivalent European Union measure; and the Group Parties have not knowingly engaged in, and are not now engaged in, and will not knowingly engage in, any dealings or transactions with any Person, or in any country or territory that at the time of the dealing or transaction is or was the subject of any U.S. sanctions administered by OFAC.

(d) No Group Party nor, to the knowledge of either Borrower, any of their directors, officers, agents, employees, Affiliates or other Person acting on their behalf has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any government official or employee from corporate funds, (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977 or the Bribery Act 2010 of the United Kingdom or similar law of the European Union or any European Union Member State or similar law of a jurisdiction in which the Group Parties conduct their business and to which they are lawfully subject or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment. The Group Parties and, to the best knowledge of the Borrowers and the Parent, after due inquiry, the Group Parties’ directors, officers, agents, employees, Affiliates or other Persons acting on behalf of the Borrowers and the Parent have conducted their respective businesses in compliance with the U.S. Foreign Corrupt Practices Act of 1977 and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

(e) The operations of the Group Parties and their Subsidiaries are, and have been conducted at all times, in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or Governmental Authority or any arbitrator involving the Group Parties or any of their Subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Borrowers and the Parent, threatened. None of the Group Parties or any of their Subsidiaries or, to the knowledge of the Borrowers, any of their officers or directors has violated the Money Laundering Laws or any successor laws.

SECTION 3.24. Security Interests; Collateral.

(a) The Collateral Agreements are effective to create in favor of the Pari Passu Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral and, in each case subject to the terms of the Intercreditor Agreement, (i) when financing statements in appropriate

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form are filed in the appropriate filing office (as required by law to perfect the Liens contemplated herein), the Pari Passu Collateral Agent will obtain a valid and perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such portion of the Collateral in which a security interest may be perfected by the filing of a financing statement under the applicable Uniform Commercial Code, in each case prior and superior in right to any other Person (except that it shall rank as Pari Passu Indebtedness with respect to each other holder of other Pari Passu Obligations), other than Permitted Liens having priority under Legal Requirements, and (ii) when such Collateral (to the extent it constitutes a certificated security or an instrument under the applicable Uniform Commercial Code) is delivered to such Collateral Agent, such Security Agreement shall create a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other Person (except that it shall rank as Pari Passu Indebtedness with respect to each other holder of other Pari Passu Obligations), other than Permitted Liens having priority under Legal Requirements.

(b) The original Ship Mortgages dated as of October 25, 2012 (the “Original Ship Mortgages”), as amended in connection with the Transactions pursuant to, in the case of each Panamanian Flagged Vessel, an amendment No. 1 to First Naval Mortgage (each, a “Panamanian Mortgage Amendment”) and, in the case of each Bahamian Flagged Vessel (other than the Tungsten Explorer), an amendment No. 1 to the Deed of Covenants associated with the Original Ship Mortgage (each, an “Amendment to Deed of Covenants”, and together with the Panamanian Mortgage Amendments, collectively, the “Amendments”; the Original Ship Mortgages, as amended by the Amendments, and the ship mortgage to be executed when the Tungsten Explorer is delivered, are collectively called the “Specified Ship Mortgages”), are effective to grant a legal and valid mortgage Lien in favor of the Pari Passu Collateral Agent on all of the Company’s and/or the applicable Guarantor’s right, title and interest in (A) the Topaz Driller, the Emerald Driller, the Sapphire Driller and the Aquamarine Driller (collectively, the “Panamanian Flagged Vessels”) and (B) the Platinum Explorer, the Titanium Explorer and, upon its recording on its delivery date, the Tungsten Explorer (collectively, the “Bahamian Flagged Vessels” and the Bahamian Flagged Vessels together with the Panamanian Flagged Vessels, the “Specified Vessels”) under and pursuant to the laws of the Republic of Panama and the Commonwealth of the Bahamas, as applicable, and a foreign preferred mortgage thereon under 46 USC Chapter 313. When the Panamanian Mortgage Amendments are duly provisionally recorded in the proper public registry in the case of the Panamanian Flagged Vessels and the Amendments to Deed of Covenants are executed and delivered in the case of the Bahamian Flagged Vessels (and in the case of the Tungsten Explorer when the Ship Mortgage covering it is duly recorded), the recording fees and taxes in respect thereof are paid, and compliance is otherwise had with the formal requirements of local law applicable thereto, each Ship Mortgage shall constitute a valid, perfected and enforceable first preferred mortgage on the Specified Vessels in favor of the Pari Passu Collateral Agent for the ratable benefit of the Secured Parties (as defined in the Specified Ship Mortgages), securing the “Secured Obligations” as defined in the Specified Ship Mortgages, except that enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability from time to time in effect relating to or affecting creditors’ rights and general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity).

(c) Each of the Tungsten Explorer Construction Contract and the Tungsten Explorer Construction Assignment delivered to the Administrative Agent by the Company is a true, correct and complete copy thereof with all amendments, modifications and supplements and attachments, schedules and exhibits through the Closing Date. The Tungsten Explorer Construction Contract is in full force and effect, and to the knowledge of the Company and the Parent, there are no currently existing and unwaived and/or uncured defaults or events which with time or notice would become events of default under the Tungsten Explorer Construction Contract. The Company reasonably expects the Tungsten Explorer to be delivered to the Company or a Guarantor in accordance with the Tungsten Explorer Construction Contract on or prior to June 30, 2013. The Tungsten Explorer Construction Assignment is in full force and effect and creates in favor of the Pari Passu Collateral Agent for the benefit of the holders of all Pari Passu Obligations, including, as of the Closing Date, the Collateral Agent and the other Secured Parties, a perfected security interest in the Tungsten Explorer Construction Contract. The assignment by Tungsten Explorer Company of the Assigned Rights (as defined in the Tungsten Explorer Construction Assignment) to the Pari Passu Collateral Agent pursuant to the Tungsten Explorer Construction Assignment is duly perfected and enforceable against DSME, except that enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability from time to time in effect relating to or affecting creditors’ rights and general principles of equity (regardless of whether such

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enforcement is considered in a proceeding at law or in equity). The assignment of proceeds under the Tungsten Explorer Refund Guarantee is duly perfected and enforceable against the refund guarantor, Korea Finance Corporation, except that enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability from time to time in effect relating to or affecting creditors’ rights and general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity) and a true, correct and complete copy thereof with all amendments, modifications and supplements through the Closing Date has been delivered to the Administrative Agent.

(d) Each of the Drilling Contracts described in the Perfection Certificate dated as of the Closing Date is in full force and effect, and there are currently no existing and unwaived and/or uncured defaults or events which with time or notice would become events of default under any Drilling Contract.

(e) The Collateral Agent has control over, and a duly perfected security interest in, the Earnings Account.

(f) Upon delivery to the Pari Passu Collateral Agent of the Intercreditor Designation Notice, the Intercreditor Joinder Agreement and the Insurance and Earnings Supplement in the case of all Vessels other than the Tungsten Explorer and, in the case of the Tungsten Explorer, upon delivery of an Earnings Assignment of each relevant Guarantor and an Insurance Assignment of each relevant Guarantor, assignments of Internal Charter and other internal contracts respecting the use or operation of the Tungsten Explorer, together with the consent of the relevant Internal Charterer under each such Internal Charter or other internal contract described in the Perfection Certificate dated as of the Closing Date, the security interest granted under each such assignment is or will be duly perfected, and each such assignment is or will be enforceable against the relevant Internal Charterer. Each of the Internal Charters and other internal contracts described in the Perfection Certificate dated as of the Closing Date is in full force and effect, and there are currently no existing and unwaived and/or uncured defaults or events which with time or notice would become events of default under any such Internal Charter or other such internal contract.

(g) All of the obligations and liabilities of the Borrowers and the Guarantors under the Collateral Agreements are in full force and effect as of the date hereof.

(h) After giving effect to the Intercreditor Designation Notice, the Intercreditor Joinder Agreement and the Insurance and Earnings Supplement, the obligations secured pursuant to the Collateral Agreements shall include the obligations of the Borrowers and the Guarantors under the Notes and Indenture.

(i) Neither the execution nor delivery of any Loan Document nor the advancing of the Loans will, in any way, abrogate, release, or terminate any of the Collateral Agreements or the liabilities and obligations of the Company or the Guarantors thereunder.

(j) All information certified by the Chief Financial Officer of the Parent in the perfection certificate dated as of the Closing Date and delivered by such officer on behalf of the Borrowers and the Guarantors (the “Perfection Certificate”) is true and correct as of the Closing Date.

SECTION 3.25. No Liens or Financing Statements. Except with respect to the Liens permitted under (i) the Credit Agreement, (ii) the 2015 Indenture and 2015 Notes, which Liens are to be released on the Closing Date, (iii) the 2019 Indenture and the 2019 Notes, (iv) the Existing Term Loan Facility, (v) this Agreement and the Collateral Agreements and (vi) the New Indenture and the New Notes, as of the Closing Date, there will be no Liens or currently effective financing statement, security agreement, chattel mortgage, real estate mortgage or other document filed or recorded with any filing records, registry, or other public office, that purports to cover, affect or give notice of any present or possible future Lien on any assets or property of the Group Parties, or any rights thereunder.

SECTION 3.26. No Restrictions on Payments of Dividends. Except as provided in this Agreement or the other Loan Documents, the Credit Agreement Documents, the Existing Indenture Documents or the New Indenture Documents or as otherwise set forth on Schedule 3.26, as of the Closing Date, there are no encumbrances or restrictions on the ability of any Group Party (other than the Parent) (i) to pay dividends or make other distributions

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on such Group Party’s share capital or Capital Stock or to pay any Indebtedness to any other Group Party, (ii) to make loans or advances or pay any Indebtedness to, or Investments in, any Group Party or (iii) to transfer any of its property or assets to any Group Party.

SECTION 3.27. Brokers. The Borrowers and the Parent have not engaged any broker, finder, commission agent or other Person in connection with the transactions contemplated in the Loan Documents, and neither the Borrowers nor the Parent is under any obligation to pay any broker’s fee or commission in connection with such transactions.

ARTICLE IV

Conditions Precedent

SECTION 4.01. Conditions Precedent to Loans. The obligation of each Lender to make a Loan hereunder on the Closing Date is subject to the satisfaction of the following conditions, except as otherwise agreed or waived pursuant to Section 10.01:

(a) Payment of Fees. On the Closing Date, the Borrowers shall have paid the fees required to be paid to the Agents and the Lenders on the Closing Date, including, without limitation, all other costs and expenses payable pursuant to Section 10.05.

(b) Loan Documentation. The Administrative Agent (or the Pari Passu Collateral Agent pursuant to the Intercreditor Agreement) shall have received the following, each dated as of the Closing Date unless otherwise indicated below, duly executed (as appropriate) by all the parties thereto, each in form and substance reasonably satisfactory to the Administrative Agent:

(i) this Agreement;

(ii) the Notice of Borrowing, in accordance with Section 2.03;

(iii) any Note requested by a Lender pursuant to Section 2.05(f) payable to the order of such requesting Lender in the amount of its Commitment;

(iv) the Security Agreement and the Pledge Agreement, together with UCC-1 financing statements, stock certificates, stock powers executed in blank, and any other documents, agreements or instruments necessary to create a security interest in the Collateral described therein;

(v) copies of all Uniform Commercial Code, judgment and tax lien searches with respect to personal property Collateral, together with copies of the financing statements (or similar documents) disclosed by such searches, and accompanied by evidence that any Liens indicated in any such financing statement that are not Permitted Liens have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent);

(vi) [RESERVED];

(vii) certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC 11), or a similar search report certified by a party acceptable to the Collateral Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements which name either Borrower or any Guarantor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall cover any Collateral described in any Collateral Agreement, other than such financing statements that evidence the Liens permitted under this Agreement and the other Loan Documents), which search reports shall evidence that appropriately completed Uniform Commercial Code lien financing statements naming each Borrower and each Guarantor as a debtor and the Collateral Agent as the secured party, or other similar instruments or documents have been filed under the Uniform Commercial Code of all jurisdictions or Companies Registry filings as may be necessary or, in the reasonable opinion of the Collateral Agent and its counsel, desirable to perfect the security interests of the Collateral Agent pursuant to the Collateral Agreements;

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(viii) the Intercreditor Joinder Agreements, the Intercreditor Designation Notice and the Insurance and Earnings Supplement;

(ix) each Earnings Assignment (as the same has been supplemented by the Insurance and Earnings Supplement) and an account control agreement in respect thereof for the benefit of the Pari Passu Collateral Agent,

(x) each Insurance Assignment;

(xi) pledge agreements for each relevant jurisdiction with respect to the Equity Interests of each Credit Party other than the Parent;

(xii) with respect to each Vessel, copies of each of the following:

(1) certificates of ownership, abstracts of title or transcripts of registry from appropriate authorities showing (or confirmation updating previously reviewed certificates and indicating) the registered ownership of such Vessel by the relevant Credit Party and (ii) valid and current ISM/ISPS Code documentation required with respect to the Deepwater Vessels pursuant to applicable Legal Requirements and (iii) the results of maritime registry searches with respect to such Vessel, indicating no record Liens other than other than Permitted Liens;

(2) copies of Panamanian Permanent Patentes respecting the Panamanian Flagged Vessels to be received on the Closing Date;

(3) evidence that such Vessel has received the highest classification from the classification society issuing such class for such vessels and the conditions and recommendations of such classification society with respect to such Vessel shall be satisfactory to the Administrative Agent in its reasonable discretion;

(4) a Ship Mortgage (including the Amendments and, in the case of the Platinum Explorer and the Titanium Explorer, the associated Amendment to Deed of Covenants) duly authorized, executed and delivered by the applicable Credit Party granting a Lien to the Collateral Agent in such Vessel to secure the Obligations, together with any other documents, agreements or instruments necessary to create a security interest in such Vessel and requested by the Collateral Agent, duly filed with the Panamanian or Bahamian authorities, as applicable, and otherwise in appropriate form for recording in the appropriate vessel registry and, with respect to each Panamanian Mortgage Amendment, duly provisionally filed with the Panamanian authorities;

(5) duly executed Internal Charters, if any, together with any Earnings Assignment (as the same has been supplemented by the Insurance and Earnings Supplement) relating thereto, respecting the Vessels and a certificate of the Administrative Borrower describing all existing Internal Charters respecting the Vessels, and stating that the copies delivered are true, correct and complete;

(6) duly executed Drilling Contracts respecting the Vessels (except with respect to the Tungsten Explorer) and a certificate of the Administrative Borrower dated as of the Closing Date and certifying that such are the only Drilling Contracts currently in effect and that the copies delivered are true, correct and complete;

(7) all filings, deliveries of instruments and other actions necessary or desirable in the reasonable opinion of the Administrative Agent to perfect and preserve such security interests shall have been duly effected and the Administrative Agent shall have received evidence thereof in form and substance reasonably satisfactory to the Administrative Agent;

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(8) (i) evidence of insurance respecting the Vessels that complies with the insurance requirements set forth in this Agreement and the Collateral Agreements, including copies of cover notes (with loss payable clause and notice of assignment attached), letter from protection and indemnity club, (ii) a broker’s report and undertaking letter issued by the independent marine insurance broker of the Company and (iii) a report by the Collateral Agent’s independent insurance advisors describing all marine insurances in detail, and confirming that such insurances conform to the requirements of this Agreement and the Collateral Agreements, together with the Insurance and Earnings Supplement supplementing the existing Insurance Assignments;

(9) (i) copies of the Tungsten Explorer Construction Contract, the Tungsten Explorer refund guarantee and the written consent of DSME and the issuer of the Tungsten Explorer refund guarantee and (ii) a certificate of the Company dated as of the Closing Date and certifying that the copies delivered pursuant to clause (i) of this paragraph are true, correct and complete;

(10) copies of the perfected assignment of the Tungsten Explorer Construction Contract and the Tungsten Explorer refund guarantee;

(11) copies of a duly executed Insurance and Earnings Supplement; and

(12) such other documents, certificates and opinions as the Administrative Agent shall have reasonably requested;

(c) The Administrative Agent shall have received, on behalf of itself, the Collateral Agent and the Lenders, a written opinion of each of the following legal counsel to the applicable Credit Parties dated the Closing Date addressed to the Collateral Agent, the Administrative Agent and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent:

(i) an opinion of Fulbright & Jaworski L.L.P., New York and Texas counsel to the Credit Parties;

(ii) an opinion of Maples and Calder, Cayman Islands counsel to the Credit Parties;

(iii) [RESERVED];

(iv) an opinion of Réti, Antall & Partners Law Firm, Hungarian counsel to the Credit Parties;

(v) an opinion of Huessen, Netherlands counsel to the Credit Parties;

(vi) an opinion of Lenox Paton, Bahamian counsel to the Credit Parties;

(vii) an opinion of Azmi & Associates, Malaysian counsel to the Credit Parties;

(viii) an opinion of PricewaterhouseCoopers Legal Poland, Polish counsel to the Credit Parties;

(ix) an opinion of Ioannides Demetriou LLC, Cyprus counsel to the Credit Parties;

(x) an opinion of Hadromi & Partners, Indonesian counsel to the Credit Parties;

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(d) The Administrative Agent shall have received:

(i) copies of the certificate or articles of incorporation or other equivalent organizational documents, including all amendments thereto, of each Credit Party, certified as of a recent date by the Secretary of State or other functional equivalent of the jurisdiction of its organization, if available;

(ii) a certificate of the Secretary or Assistant Secretary (or similar certificate) of each Credit Party dated as of the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or other functional equivalent of such Credit Party as in effect on the Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors or other functional equivalent of such Credit Party (which resolutions shall authorize the execution, delivery and performance of the Loan Documents to which such Credit Party is a party and, in the case of each Borrower, the Borrowings hereunder) and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or other organizational documents of such Credit Party have not been amended since the date of the last amendment thereto shown on the certificate furnished pursuant to the immediately preceding clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document, Notices of Borrowing or any other document delivered in connection herewith on behalf of such Credit Party; and

(iii) a certificate of a director or an officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above.

(e) The Administrative Agent shall have received a certificate on behalf of the Parent and the Company by an Authorized Officer certifying that (i) no default or event which with notice or lapse of time or both would become an event of default under the Tungsten Explorer Construction Contract has occurred and is continuing, (ii) the Tungsten Explorer is being constructed in all material respects in accordance with the terms of the Tungsten Explorer Construction Contract, and (iii) upon completion of final sea trials, the applicable Guarantor will take delivery of the Tungsten Explorer, and the Company has no reason to believe such sea trials will not be concluded successfully by June 30, 2013.

(f) The Administrative Agent shall have received (i) copies of the good standing certificates with respect to the US Borrower, issued by the secretary of state or equivalent office in its jurisdiction of formation; and (ii) a certificate evidencing qualification by such entity as a foreign corporation in good standing issued by the Secretaries of State (or comparable office) of each of the jurisdictions in which each Borrower (other than the US Borrower) operates, in each case of clauses (i) and (ii), as of a date reasonably acceptable to the Administrative Agent.

(g) The Administrative Agent shall have received a certificate of solvency, dated the Closing Date, executed by the principal financial or accounting officer of the Parent in form and substance satisfactory to the Administrative Agent.

(h) The Administrative Agent shall have received not less than three (3) Business Days prior to the Closing Date all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA Patriot Act.

(i) The Administrative Agent shall have received true and correct copies of the Historical Financial Statements and such other financial information as the Administrative Agent may reasonably request.

(j) Since December 31, 2012, no change, event, circumstance, development, state of facts, or condition has occurred (or existed, as applicable) that would, individually or in the aggregate, be reasonably expected to have a Material Adverse Change.

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(k) No Default or Event of Default has occurred and is continuing.

(l) The representations and warranties in Article III of this Agreement and in any other Loan Document that are qualified by materiality or the possibility of a Material Adverse Effect shall be true and correct, and all representations and warranties in Article III of this Agreement and in any other Loan Document that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of such date (except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date)).

(m) The Administrative Agent shall have received a certificate, dated the Closing Date, signed on behalf of each Borrower by an Authorized Officer, in which the Administrative Borrower, to the best of its knowledge after reasonable investigation, shall (a) state that the representations and warranties in Article III of this Agreement and in any other Loan Document that are qualified by materiality or Material Adverse Effect are true and correct, and the representations and warranties in Article III of this Agreement and in any other Loan Document that are not qualified by materiality or Material Adverse Effect are true and correct in all material respects as of such date (except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date)), (b) state that no Default or Event of Default has occurred and is continuing and (c) certify such other matters as the Administrative Agent reasonably requests.

(n) No injunction, restraining order or order of any nature by a Governmental Authority shall have been issued or threatened as of the Closing Date that would prevent or materially interfere with the consummation of the transactions under the Loan Documents.

(o) No action shall have been taken and no Requirement of Law shall have been enacted, adopted or issued that would, as of the Closing Date, prevent the consummation of the transactions under the Loan Documents. No proceeding shall be pending or, to the knowledge of the Company after reasonable inquiry, threatened other than proceedings that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(p) The Administrative Agent shall have received evidence reasonably satisfactory to it of (i) the cancellation of all 2015 Notes tendered in the Tender Offer and accepted for payment and, (ii) the satisfaction and discharge of the 2015 Indenture governing the 2015 Notes and (iii) execution of and entry into the New Indenture and each other New Indenture Documents in form and substance reasonably satisfactory to the Administrative Agent, and the issuance pursuant to the New Indenture of $775,000,000 aggregate principal amount of New Notes.

(q) The Credit Agreement shall either permit the issuance of the New Notes and the incurrence of Loan Obligations or a waiver and consent shall be delivered that permits the issuance of the New Notes and the incurrence of Loan Obligations.

ARTICLE V

[Reserved].

ARTICLE VI

Covenants

SECTION 6.01. [Reserved].

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SECTION 6.02. Reports and Other Information.

(a) Whether or not required by the rules and regulations of the SEC, so long as any Loans are outstanding, the Parent or the Company will furnish to the Administrative Agent and each Lender, within the time period specified in the SEC’s rules and regulations:

(i) all quarterly reports on Form 10-Q and annual reports on Form 10-K that would be required to be filed with the SEC on such forms if the Parent or the Company were required to file such reports under the Exchange Act;

(ii) all current reports on Form 8-K that would be required to be filed with the SEC on such form if the Parent or the Company were required to file such reports under the Exchange Act; and

(iii) in a footnote to the Parent’s financial statements included in quarterly or annual reports to be filed or furnished pursuant to clauses (i) and (ii) of this paragraph, the financial information required to comply with Rule 3-10 of Regulation S-X under the Securities Act.

(b) All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Parent’s certified independent accountants. In addition, the Parent will post the reports on its website within the time periods specified in the rules and regulations applicable to such reports and the Parent will file a copy of each of the reports referred to in clauses (a)(i) and (ii) above with the SEC for public availability within those time periods (unless the SEC will not accept such a filing). The Parent and the Company will be deemed to have delivered such reports referred to above to the Administrative Agent and the Lenders if the Parent has filed such reports with the SEC via the EDGAR filing system (or any successor system) and such reports are publicly available.

(c) If at any time the Parent or the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Parent or the Company will nevertheless continue filing the reports specified in the preceding paragraphs of this covenant with the SEC within the time periods specified by the SEC for registrants that are non-accelerated filers unless the SEC will not accept such a filing. Neither the Parent nor the Company will take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Parent’s or the Company’s filings for any reason, the Parent or the Company will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply to non-accelerated filers if the Parent or the Company were required to file those reports with the SEC.

(d) The Parent agrees that, for so long as any Loan Obligations remain outstanding under this Agreement, it will use commercially reasonable efforts to hold and participate in quarterly conference calls with the Administrative Agent and the Lenders relating to the financial condition and results of operations of the Parent, the Company and the Restricted Subsidiaries.

(e) The quarterly and annual reports and financial information required by the preceding paragraphs will include a Management’s Discussion and Analysis of Financial Condition and Results of Operations (the “MD&A”) of the Parent, which shall include a discussion and analysis of the Company and the Restricted Subsidiaries. If the Board of Directors of the Parent has designated any of the Restricted Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraphs will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and also in the MD&A of the financial condition and results of operations of the Company and the Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.

(f) In addition, the Borrowers and the Guarantors agree that, for so long as any Loan Obligations remain outstanding, if at any time they are not required to file with the SEC the reports required by the preceding paragraphs, they will furnish to the Administrative Agent and the Lenders the information that would be required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act if the Loans were securities.

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SECTION 6.03. Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock.

(a) Neither the Parent nor either Borrower will, and none of them will permit any of the Restricted Subsidiaries or any Other Guarantor to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), none of the Parent, the Company, any of the Restricted Subsidiaries or any Other Guarantor will issue any Disqualified Stock and neither Borrower will, and neither the Parent nor either Borrower will permit, any of the Restricted Subsidiaries or any Other Guarantor to issue any shares of Preferred Stock; provided, however, that:

(i) the Parent or any Other Guarantor may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock and any Other Guarantor may issue shares of Preferred Stock, if the Consolidated Interest Coverage Ratio of the Parent and its Subsidiaries on a consolidated basis, for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued, as the case may be, would have been at least 2.0 to 1.0; or

(ii) the Company or any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock or other shares of Preferred Stock, if the Consolidated Interest Coverage Ratio of the Company and the Restricted Subsidiaries on a consolidated basis, for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or other shares of Preferred Stock is issued, as the case may be, would have been at least 2.0 to 1.0,

in each case determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or other shares of Preferred Stock had been issued, as the case may be, on the first day of such four-quarter period.

(b) Section 6.03(a) will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

(i) the incurrence by the Credit Parties of additional Indebtedness and letters of credit under a Credit Facility (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Credit Parties thereunder), in a maximum aggregate principal amount at any one time outstanding under this clause (1) not to exceed $200,000,000;

(ii) the incurrence by any Credit Party of Indebtedness (a) constituting the Loan Obligations or any guarantee thereof or (b) represented by the Existing Term Loan Facility and any guarantees thereof in an aggregate principal amount at any one time outstanding under this clause (b) not to exceed $500,000,000;

(iii) the incurrence by either Borrower and any Guarantor of Indebtedness represented by the New Notes and the guarantees thereof to be issued on the Closing Date and the exchange notes and related guarantees thereof to be issued pursuant to the Registration Rights Agreement, in an aggregate principal amount at any one time outstanding under this clause (iii) not to exceed $775,000,000;

(iv) the incurrence by the Parent, either Borrower, any Other Guarantor or any Restricted Subsidiary of Existing Indebtedness (other than Indebtedness described in Section 6.03(b)(i), (ii) and (iii));

(v) the incurrence by the Parent, the Company, the Restricted Subsidiaries or any Other Guarantor of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used in the business of the Company, the Restricted Subsidiaries or such Other Guarantor; provided that the Parent would be able to incur at least $1.00 of additional Indebtedness pursuant to the ratio set forth in Section 6.03(a)(i) after giving effect to the incurrence of any such Indebtedness pursuant to this clause (v);

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(vi) Indebtedness of (a) the Parent or any Other Guarantor or (b) the Company and the Restricted Subsidiaries incurred and outstanding on or prior to the date on which a new Subsidiary was acquired by the Parent, any Other Guarantor, the Company or such Restricted Subsidiary (other than Indebtedness incurred in contemplation of, or in connection with, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary of or was otherwise acquired by the Parent, an Other Guarantor, the Company or such Restricted Subsidiary); provided, however, that (1) on the date that such Subsidiary is acquired by, or is merged into the Company, such Restricted Subsidiary or such Other Guarantor, the Parent or the Company, as applicable, would have been able to incur at least $1.00 of additional Indebtedness pursuant to the ratio set forth in Section 6.03(a)(i) or (a)(ii), as the case may be, after giving effect to the incurrence of such Indebtedness pursuant to this Section 6.03(b)(vi); and (2) the new Subsidiary becomes a Restricted Subsidiary and a Guarantor or any Other Guarantor;

(vii) the incurrence by the Parent, the Company, any Restricted Subsidiary or any Other Guarantor of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by this Agreement to be incurred under Section 6.03(a) or Section 6.03(b) (ii), (iii), (iv), (vi) or this subsection (vii);

(viii) the incurrence by (a) the Company or any Restricted Subsidiary of intercompany Indebtedness between or among the Company and the Restricted Subsidiaries or (b) the Parent or any Other Guarantor of intercompany Indebtedness between or among the Parent and the Other Guarantors; provided, however, that:

(1) if (A) the Company or any Restricted Subsidiary is the obligor on such Indebtedness and the payee is not the Company or a Restricted Subsidiary or (B) the Parent or any Other Guarantor is the obligor on such Indebtedness and the payee is not the Parent or an Other Guarantor, as applicable, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Loan Obligations then due; and

(2) any (A) subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Parent, the Company, a Restricted Subsidiary or an Other Guarantor, or (B) sale or other transfer of any such Indebtedness to a Person that is not the Parent, the Company, a Restricted Subsidiary or Other Guarantor, will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Parent, the Company, such Restricted Subsidiary or such Guarantor, as the case may be, that was not permitted by this clause (viii);

(ix) the incurrence by the Parent, the Company, any Restricted Subsidiary or an Other Guarantor of Hedging Obligations in the ordinary course of business;

(x) the guarantee by the Parent, the Company, any Restricted Subsidiary or any Other Guarantor of Indebtedness of the Parent, the Company, any Restricted Subsidiary, or any Other Guarantor that was otherwise permitted to be incurred under this Section 6.03; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the Loan Obligations, then the guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed;

(xi) the incurrence by the Company or any Restricted Subsidiary of Indebtedness in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, and performance and surety bonds in the ordinary course of business;

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(xii) the incurrence by the Parent, the Company, any Restricted Subsidiary or any Other Guarantor of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five Business Days;

(xiii) the incurrence by the Parent, the Company, any Restricted Subsidiary or any Other Guarantor of Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Parent, the Company, any Restricted Subsidiary or any Other Guarantor pursuant to such agreements, in any case incurred in connection with the disposition of any business, assets or Restricted Subsidiary (other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition), so long as the amount does not exceed the gross proceeds actually received by the Parent, the Company, any Restricted Subsidiary or any Other Guarantor in connection with such disposition; and

(xiv) the incurrence by the Parent, the Company, any Restricted Subsidiary or any Other Guarantor of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this Section 6.03(b)(xiv), not to exceed $125,000,000.

(c) None of the Parent, the Company, any of the Restricted Subsidiaries or any Other Guarantor will incur any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of the Parent, the Company or such Restricted Subsidiary or Other Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the Loan Obligations on substantially identical terms; provided, however, that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness solely by virtue of being unsecured or by virtue of being secured on a junior Lien basis.

(d) For purposes of determining compliance with this Section 6.03, in the event that an item of proposed Indebtedness, Disqualified Stock or Preferred Stock meets the criteria of more than one of the categories of Permitted Debt described in Section 6.03(b)(i) through Section 6.03(b)(xiv) above, or is entitled to be incurred pursuant to Section 6.03(a), the Parent, the Company or the applicable Restricted Subsidiary will be permitted to divide and classify such item of Indebtedness, Disqualified Stock or Preferred Stock on the date of its incurrence, or later re-divide or re-classify all or a portion of such item of Indebtedness, in any manner that complies with this covenant. The accrual of interest or Preferred Stock dividends, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of Preferred Stock as Indebtedness due to a change in accounting principles, and the payment of dividends on Preferred Stock, in the form of shares of the same class of Preferred Stock, Disqualified Stock in the form of additional shares of the same class of Disqualified Stock or Preferred Stock will be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this Section 6.03; provided, in each such case, that the amount of any such accrual, accretion or payment is included in Consolidated Interest Expense of the Company as accrued. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that the Parent, the Company or the applicable Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

(e) The amount of any Indebtedness outstanding as of any date will be:

(i) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

(ii) the principal amount of the Indebtedness, in the case of any other Indebtedness; and

(iii) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

(1) the Fair Market Value of such assets at the date of determination; and

(2) the amount of the Indebtedness of the other Person.

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SECTION 6.04. Limitation on Restricted Payments.

(a) The Borrowers will not, and neither the Parent nor either Borrower will permit any of the Restricted Subsidiaries to, directly or indirectly:

(i) declare or pay any dividend or make any other payment or distribution on account of Equity Interests of the Company, any Restricted Subsidiary or any direct or indirect parent of the Company (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of the Restricted Subsidiaries) or to the direct or indirect holders of the Company’s, any of the Restricted Subsidiaries’ or any direct or indirect parent of the Company’s Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company and other than dividends or distributions payable to the Company or any Restricted Subsidiary);

(ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company;

(iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of the Parent, the Borrowers or any Restricted Subsidiary that is a Guarantor that is contractually subordinated to the Loan Obligations (excluding any intercompany Indebtedness between or among the Parent, the Borrowers and any of such Restricted Subsidiaries that are Guarantors), except a payment of regularly scheduled interest or principal at the Stated Maturity thereof; or

(iv) make any Restricted Investment

(b) All such payments and other actions set forth in Section 6.04(a)(i) through (iv) above are collectively referred to as “Restricted Payments”, unless, at the time of and after giving effect to such Restricted Payment:

(i) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

(ii) the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made on the first day of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in Section 6.03(a)(ii); and

(iii) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and the Restricted Subsidiaries since the Closing Date (excluding Restricted Payments permitted by Section 6.04(c)(ii), (iii), (iv), (ix) and (x)), is less than the sum, without duplication, of:

(1) 50% of the Consolidated Net Income of the Company and the Restricted Subsidiaries on a combined or consolidated basis, as the case may be, for the period (taken as one accounting period) from the first day of the first fiscal quarter commencing after the Closing Date to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

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(2) 100% of the aggregate net cash proceeds received by the Company since the Closing Date as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Company that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Company); plus

(3) to the extent that any Restricted Investment that was made after the Closing Date is sold for cash or otherwise liquidated or repaid for cash, the lesser of (i) the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any) and (ii) the initial amount of such Restricted Investment; plus

(4) to the extent that any Unrestricted Subsidiary designated as such after the Closing Date is redesignated as a Restricted Subsidiary after the Closing Date, the lesser of (i) the Fair Market Value of the Parent’s or the Company’s Investment in such Subsidiary, as the case may be, as of the date of such redesignation or (ii) such Fair Market Value as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary after the Closing Date; plus

(5) 50% of any dividends received by the Company or any Restricted Subsidiary after the Closing Date from an Unrestricted Subsidiary, to the extent that such dividends were not otherwise included in the Consolidated Net Income of the Company for such period; plus

(6) $25,000,000.

(c) So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions will not prohibit:

(i) the payment of any dividend or distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or distribution or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend, distribution or redemption payment would have complied with the terms of this Agreement;

(ii) the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the sale (other than to a Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Stock) or from the contribution of common equity capital to the Company, in each case, within 180 days of such exchange, sale or contribution; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from Section 6.04(b)(iii)(2);

(iii) the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of the Company or any Restricted Subsidiary that is contractually subordinated to the Loan Obligations with the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness;

(iv) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary to the holders of its Equity Interests on a pro rata basis;

(v) the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of the Company or any Restricted Subsidiary issued after the Closing Date in accordance with the Consolidated Interest Coverage Ratio test set forth in Section 6.03(a)(ii);

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(vi) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(vii) Restricted Payments by the Company or any Restricted Subsidiary to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or warrants or upon the conversion or exchange of Capital Stock of any such Person;

(viii) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company or any Restricted Subsidiary held by any current or former officer, director or employee of the Company or any of its Restricted Subsidiaries pursuant to any equity subscription agreement, severance agreement, stock option agreement, shareholders’ agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $2,000,000 in any twelve-month period (with any portion of such $2,000,000 that is unused in any twelve month period to be carried forward to successive twelve-month periods and added to such amount;

(ix) Permitted Parent Payments; and

(x) Permitted Operating Expense and Tax Reimbursements.

(d) The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued by this covenant will be determined by the Board of Directors of the Parent whose resolution with respect thereto will be delivered to the Administrative Agent. Such Board of Directors’ determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the Fair Market Value exceeds 3.5% of the Parent’s Consolidated Tangible Assets.

SECTION 6.05. Dividend and Other Payment Restrictions Affecting Subsidiaries.

(a) Neither the Parent nor either Borrower will, and none of them will permit any of the Restricted Subsidiaries or any Other Guarantor to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of the Restricted Subsidiaries or Other Guarantors to:

(i) pay dividends or make any other distributions on its Capital Stock to the Company or any of the Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of the Restricted Subsidiaries;

(ii) make loans or advances to the Company or any of the Restricted Subsidiaries; or

(iii) sell, lease or transfer any of its properties or assets to the Company or any of the Restricted Subsidiaries.

(b) The restrictions of Section 6.05(a) will not apply to encumbrances or restrictions existing under or by reason of:

(i) any Credit Facility, provided that the encumbrances and restrictions contained therein, including any related collateral documents, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in this Agreement;

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(ii) agreements governing Existing Indebtedness, the New Indenture, the New Notes and the guarantees thereof and the Existing Term Loan Facility and any guarantees thereof, in each case, as in effect on the Closing Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Closing Date;

(iii) this Agreement;

(iv) applicable law, rule, regulation or order;

(v) any instrument governing Indebtedness or Equity Interests of a Person acquired by the Parent, the Company, any of the Restricted Subsidiaries or any Other Guarantor as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness is permitted by this Agreement;

(vi) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business;

(vii) purchase money obligations for property acquired in the ordinary course of business, mortgage financings and Capital Lease Obligations that impose restrictions on the property purchased or mortgaged or leased of the nature described in Section 6.05(a)(iii);

(viii) any agreement for the sale or other disposition of any Restricted Subsidiary or Other Guarantor that restricts distributions by that Restricted Subsidiary or Other Guarantor pending the sale or other disposition;

(ix) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(x) Liens permitted to be incurred under Section 6.10 that limit the right of the debtor to dispose of the assets subject to such Liens;

(xi) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;

(xii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(xiii) restrictions contained in, or in request of, Hedging Obligations permitted to be incurred by this Agreement; and

(xiv) any customary encumbrances or restrictions imposed pursuant to an agreement of the type described in the definition of “Permitted Investments.”

SECTION 6.06. Merger, Consolidation; Sale of Assets.

(a) None of the Parent, either Borrower or any other Guarantor will, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Parent, such Borrower or such other Guarantor,

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as applicable, is the surviving Person); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of, with respect to the Parent, the Borrowers, the Restricted Subsidiaries and the Other Guarantors taken as a whole, or, with respect to the Company and the Restricted Subsidiaries taken as a whole, in each case, in one or more related transactions, to another Person, unless:

(i) either (a) the Parent, such Borrower, or such other Guarantor, as applicable, is the surviving Person; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Parent, such Borrower or such other Guarantor, as the case may be) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a Person organized or existing under the laws of the Cayman Islands, the United States, any state of the United States or the District of Columbia or, in the case of the Parent, any other similar jurisdiction so long as neither the laws of any such jurisdiction nor any such transaction would adversely affect the Secured Parties; provided that any Person surviving a consolidation or merger with US Borrower must be organized and existing under the laws of the same jurisdiction of formation as US Borrower;

(ii) the Person formed by or surviving any such consolidation or merger (if other than the Parent, such Borrower or such other Guarantor, as applicable) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the Loan Obligations of the Parent, such Borrower or such other Guarantor, as applicable, pursuant to a joinder agreement or amendment to the Loan Documents, as applicable, in each case reasonably satisfactory to each of the Agents (it being agreed that if either Borrower merges with or into the Parent, the Parent must assume all such obligations of such Borrower), provided that, if such Person is a limited liability company or a limited partnership, then the Parent, such Borrower, such Guarantor or such Person shall have the Loan Obligations assumed or issued, on a joint and several basis, with a corporation in which it owns 100% of the Equity Interests;

(iii) immediately after such transaction, no Default or Event of Default exists; and

(iv) except with respect to a transaction solely between or among the Parent, either Borrower, any of the Restricted Subsidiaries or any Other Guarantor, the Parent, the Borrowers or the Person formed by or surviving any such consolidation or merger (if other than the Parent or either Borrower), or to which such sale, assignment, transfer, conveyance or other disposition has been made, would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred on the first day of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to Section 6.03(a)(i) or (ii), as applicable.

This Section 6.06 shall not apply to any consolidation or merger (except that the proviso to clause (a)(i) shall apply to any consolidation or merger to which US Borrower is a party), or any sale, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and any Restricted Subsidiary. Clauses (a)(iii) and (a)(iv) of this Section 6.06 will not apply to a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction. Clause (a)(iv) of this Section 6.06 will not apply to any Guarantor, other than the Parent.

(b) Neither the Parent nor the Company will, directly or indirectly, lease all or substantially all of the properties and assets of any of them and the Restricted Subsidiaries or Other Guarantors taken as a whole, in one or more related transactions to any other Person.

(c) Without limiting anything in this Section 6.06, no Guarantor shall sell or otherwise dispose of all or substantially all of its assets to, consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than the Company or another Restricted Subsidiary, unless:

(i) immediately after giving effect to that transaction, no Default or Event of Default exists; and

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(ii) either:

(1) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under this Agreement and its Guarantee pursuant to a Joinder Agreement; or

(2) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Agreement, the Intercreditor Agreement and the Collateral Agreements.

(d) Neither Borrower will, and neither the Parent nor either Borrower will permit any of the Restricted Subsidiaries to, directly or indirectly, consummate any Asset Sale unless (other than with respect to an Asset Sale pursuant to an Involuntary Transfer):

(i) the Parent, the Company or the Restricted Subsidiary, as the case may be, receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of;

(ii) at least 75% of the consideration received in the Asset Sale by the Parent, the Company or such Restricted Subsidiary is in the form of cash; provided, however, (1) to the extent that any disposition in such Asset Sale was of Collateral, the non-cash consideration received is pledged as Collateral under the Collateral Agreements contemporaneously with such sale, in accordance with the requirements set forth in this Agreement and (2) any Vessel Asset Sale in respect of a Deepwater Vessel shall not be permitted until the Tungsten Explorer Delivery Date has occurred; and

(iii) in the case of a Vessel Asset Sale of a Deepwater Vessel, the Parent would, immediately after giving pro forma effect thereto, including the application of the Net Proceeds therefrom, as if the same had occurred on the first day of the applicable four-quarter period, (A) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in Section 6.03(a)(i), or (B) have a Consolidated Interest Coverage Ratio that is no worse than the Consolidated Interest Coverage Ratio immediately prior to such Vessel Asset Sale.

(e) For purposes of Section 6.06(d) only, each of the following will be deemed to be cash:

(i) any liabilities, as shown on the Company’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Loan Obligations) that are assumed by the transferee of any such assets so long as the Company or such Restricted Subsidiary are released from further liability;

(ii) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof, to the extent of the cash received in that conversion;

(iii) any stock or assets of the kind referred to in clauses (2) or (4) of Section 2.06(b)(i); and

(iv) any Designated Non-cash Consideration when taken together with all other Designated Non-cash Consideration received pursuant to this clause (d) that is at that time outstanding, not to exceed 5% of the Company’s Consolidated Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value).

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(f) Neither Borrower will, and neither the Parent nor either Borrower will any Restricted Subsidiary to, enter into or suffer to exist any agreement that would place any restriction of any kind (other than pursuant to law or regulation) on the ability of the Company to make an Asset Sale Offer.

(g) (Vessel Transfers) Neither Borrower will, and neither the Parent nor either Borrower will permit any Guarantor to, transfer all of the legal title to a Vessel from one existing Guarantor to another existing Guarantor (or to an entity that simultaneously with such transfer becomes a Guarantor) unless (x) all of the existing security covering such Vessel remains in place and (y) each of the following is satisfied:

(i) the Administrative Borrower shall have given the Pari Passu Collateral Agent written notice of any such proposed transfer not fewer than 30 days prior to the anticipated date of such transfer;

(ii) the bill of sale or other instrument of transfer shall explicitly state that the transfer is subject to the assumption or continuance of the existing Ship Mortgage in full force and effect;

(iii) the relevant Vessel shall be duly re-registered in the name of the transferee Guarantor under the laws and flag of the relevant jurisdiction simultaneously with such transfer and evidence thereof delivered to the Pari Passu Collateral Agent on such date;

(iv) if appropriate in the opinion of the legal counsel described in subclause (vii) below, an instrument of assumption of mortgage shall be executed by the transferee Guarantor and the Pari Passu Collateral Agent and registered promptly with such transfer with the appropriate authorities of the Vessel’s jurisdiction of registry, or any such other instrument required to perfect a Ship Mortgage in favor of the Pari Passu Collateral Agent as required by the Vessel’s jurisdiction of registry;

(v) simultaneously with such transfer, the transferee Guarantor shall acknowledge in writing to the Pari Passu Collateral Agent that the Ship Mortgage and all other Collateral relating to the Vessel remains in full force and effect and is ratified and confirmed by the transferee Guarantor;

(vi) on the same date of such transfer, the Administrative Borrower and the transferee Guarantor shall deliver to the Pari Passu Collateral Agent a certificate of ownership and encumbrance or similar certificate issued by the jurisdiction of registration of the Vessel evidencing re-registration in the name of the transferee Guarantor and the continuance of the Ship Mortgage in favor of the Pari Passu Collateral Agent; and

(vii) the Administrative Borrower shall cause to be delivered to the Pari Passu Collateral Agent on the same date of such transfer a legal opinion from outside counsel reasonably satisfactory to the Pari Passu Collateral Agent to the following effect (A) the Vessel is duly registered (preliminarily registered if the jurisdiction is Panama) in the name of the transferee Guarantor with the appropriate authorities of the Vessel’s jurisdiction of registry; (B) the Ship Mortgage constitutes the legal, valid and binding obligation of the transferee Guarantor and remains duly registered as a first priority Lien or ship mortgage in favor of the Pari Passu Collateral Agent with priority dating back to the date on which such Ship Mortgage was initially registered in favor of the Pari Passu Collateral Agent; (C) an assumption of the Ship Mortgage by the transferee Guarantor has been duly registered (preliminarily registered if the jurisdiction is Panama) (or an opinion that such an assumption is not required to maintain the status of the mortgage or the assumption by the transferee Guarantor of all obligations of the mortgagor thereunder); (D) all Collateral relating to the Vessel constitutes legal, valid and binding obligations of the transferee Guarantor; (E) all filings and consents in the relevant jurisdictions have been obtained or made; and (F) such transfer is in compliance with the terms of this Agreement. Such legal opinion shall also contain such other opinions as are requested by the Pari Passu Collateral Agent and otherwise be in form and substance reasonably satisfactory to the Pari Passu Collateral Agent. The counsel issuing such opinion may rely on local counsel admitted to practice in the jurisdiction of registration of the Vessel with respect to matters governed by the laws of such jurisdiction. If the Vessel transferred is registered under the laws and flag of Panama, the Administrative Borrower shall also deliver to the Pari Passu Collateral Agent an opinion of

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Panamanian counsel reasonably satisfactory to the Pari Passu Collateral Agent not later than five (5) months after the date of transfer confirming that such Vessel has been permanently registered in the name of the transferee Guarantor and that any assumption of Ship Mortgage or other instrument required to be filed has been permanently recorded.

(h) (Partial Vessel Transfers) Neither Borrower will, and neither the Parent nor either Borrower will permit any Guarantor to, transfer a partial interest in a Vessel unless (x) such transaction complies with the terms of this Agreement, including Sections 2.06, 6.04 and 6.06, and the terms set forth on Schedule 6.06(h) and (y) each of the following is satisfied with respect to any such transfer of all of the legal title:

(i) the Administrative Borrower shall have given the Pari Passu Collateral Agent written notice of any such proposed transfer not fewer than 30 days prior to the anticipated date of such transfer;

(ii) any bill of sale or other instrument of partial transfer shall state on its face that the interest transferred is subject to the lien of the relevant Ship Mortgage;

(iii) the relevant Vessel shall be duly re-registered in the joint names of the transferor Guarantor and the transferee showing the individual percentage interest held by each under the laws and flag of the relevant jurisdiction simultaneously with such transfer and evidence thereof delivered to the Pari Passu Collateral Agent on such date;

(iv) simultaneously with such transfer the transferee shall acknowledge in writing to the Pari Passu Collateral Agent that it takes its interest subject to the Ship Mortgage;

(v) on the same date of such transfer, the Administrative Borrower shall deliver to the Pari Passu Collateral Agent a certificate of ownership and encumbrance or similar certificate issued by the jurisdiction of registration of the Vessel evidencing (x) re-registration in the joint names of the transferor Guarantor and the transferee and (y) the continuance of the Ship Mortgage in favor of the Pari Passu Collateral Agent; and

(vi) the Administrative Borrower shall cause to be delivered to the Pari Passu Collateral Agent on the same date of such transfer a legal opinion from outside counsel reasonably satisfactory to the Pari Passu Collateral Agent to the following effect (A) the Vessel is duly registered (preliminarily registered if the jurisdiction is Panama) in the joint names of the transferor Guarantor and the transferee with the appropriate authorities of the Vessel’s jurisdiction of registry; (B) the Ship Mortgage continues to constitute the legal, valid and binding obligation of the transferor Guarantor and remains duly registered as a first priority Lien or ship mortgage in favor of the Pari Passu Collateral Agent with priority dating back to the date on which such Ship Mortgage was initially registered in favor of the Pari Passu Collateral Agent; (C) all Collateral relating to the Vessel continues to constitute legal, valid and binding obligations of the transferor Guarantor; (D) all filings and consents in the relevant jurisdictions have been obtained or made; and (E) such transfer is in compliance with the terms of the Indenture. Such legal opinion shall also contain such other opinions as are requested by the Pari Passu Collateral Agent and otherwise be in form and substance reasonably satisfactory the Pari Passu Collateral Agent. The counsel issuing such opinion may rely on local counsel admitted to practice in the jurisdiction of registration of the Vessel with respect to matters governed by the laws of such jurisdiction. If the Vessel transferred is registered under the laws and flag of Panama, the Administrative Borrower shall also deliver to the Pari Passu Collateral Agent an opinion of Panamanian counsel reasonably satisfactory to the Pari Passu Collateral Agent not later than five (5) months after the date of transfer confirming that such Vessel has been permanently registered in the joint names of the transferor Guarantor and the transferee.

SECTION 6.07. Transactions with Affiliates.

(a) Neither the Parent nor either Borrower will, and none of them will permit any of the Restricted Subsidiaries or any Other Guarantor to, directly or indirectly, make any payment to, or sell, lease, transfer

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or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Parent, the Company, any Restricted Subsidiary or any Other Guarantor (each, an “Affiliate Transaction”) unless:

(i) the Affiliate Transaction is on terms that are no less favorable to the Parent, the Company, any applicable Restricted Subsidiary or any applicable Other Guarantor than those that would have been obtained in a comparable transaction by the Parent, the Company, any applicable Restricted Subsidiary or any applicable Other Guarantor with an unrelated Person or, if there is no such comparable transaction, on terms that are fair and reasonable to the Parent, the Company, any applicable Restricted Subsidiary and any applicable Other Guarantor and reflect an arm’s length negotiation; and

(ii) the Parent delivers to the Administrative Agent:

(1) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10,000,000, a resolution of the Board of Directors of the Parent set forth in an officers’ certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Parent; and

(2) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $100,000,000, an opinion as to the fairness to the Parent, the Company, any applicable Restricted Subsidiary or any applicable Other Guarantor of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

(b) The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the restrictions of Section 6.07(a):

(i) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Parent or any of its Subsidiaries in the ordinary course of business and payments pursuant thereto;

(ii) payment of reasonable directors’ fees to Persons who are not otherwise Affiliates of the Parent;

(iii) transactions between or among the Parent, the Company, any of the Restricted Subsidiaries or any Other Guarantor;

(iv) transactions between or among the Parent and/or any of its Subsidiaries (excluding transactions involving the Company, any of the Restricted Subsidiaries or any Other Guarantor);

(v) loans or advances to employees of the Parent or the Company in the ordinary course of business not to exceed $5,000,000 in the aggregate at any one time outstanding;

(vi) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;

(vii) Restricted Payments that do not violate Section 6.04;

(viii) any agreement as in effect on the Closing Date or any amendments, renewals or extensions of any such agreement (so long as such amendments, renewals or extensions are not less favorable to the Lenders); and

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(ix) transactions between or among any Excluded Parent Subsidiary, on the one hand and the Parent and any of its other Subsidiaries (excluding transactions involving the Company, any of the Restricted Subsidiaries or any Other Guarantor), on the other hand, provided that such transaction is entered into in the ordinary course of business and on an arm’s length basis and that any such transaction has been approved by a majority of the disinterested members of the Board of Directors of the Parent pursuant to a resolution of the Board of Directors of the Parent set forth in an officers’ certificate.

SECTION 6.08. Compliance Certificate. The Administrative Borrower shall deliver to the Administrative Agent within 120 days after the end of each fiscal year of the Company, beginning with the fiscal year ending on December 31, 2012, an Officers’ Certificate, in substantially the form of Exhibit G, stating that in the course of the performance by the signers of their duties as Authorized Officers of the Company they would normally have knowledge of any Default and whether or not the signers know of any Default that occurred during such period. If they do, the certificate shall describe the Default, its status and what action the Company is taking or proposes to take with respect thereto. In addition, the Administrative Borrower shall deliver to the Administrative Agent, within 30 days after the occurrence thereof, written notice of any Default or Event of Default, their status and what action the Company is taking or proposes to take in respect thereof.

SECTION 6.09. Future Guarantors.

(a) If (i) the Company or any of the Restricted Subsidiaries acquire or create another Subsidiary, (ii) the Parent acquires or creates another Subsidiary to directly or indirectly own the Equity Interests of the Company, any of the Restricted Subsidiaries or any Other Guarantor, (iii) any Subsidiary of the Company that is not already a Guarantor or US Borrower guarantees any Credit Facility, the 2019 Notes, the Existing Term Loan Facility, the New Notes or any other Pari Passu Obligations or owns any Vessel, (iv) any Subsidiary of the Parent or the Company that is not already a Guarantor or US Borrower is the subject of a Contract Winning Trigger or (v) any Subsidiary of the Parent or the Company that is not already a Guarantor or US Borrower becomes an Internal Charterer after the Closing Date, then the Parent or the Company, as applicable, will (1) cause that Subsidiary to (A) execute a Joinder Agreement pursuant to which it will become a Guarantor and (B) execute amendments or otherwise accede to or join the Collateral Agreements and cause the same to be perfected pursuant to which it becomes subject to the Obligations of a Guarantor thereunder and pledge its assets, including the Equity Interests it owns in any of its Subsidiaries, pursuant to the Collateral Agreements and (2) deliver an opinion of counsel satisfactory to the Administrative Agent, in each case within 20 Business Days of the date on which the Subsidiary was acquired or created or otherwise becomes subject to this Section 6.09; provided that any applicable Subsidiary may be released as a Guarantor and from any related pledge following the occurrence of a Contract Unwind Trigger provided the conditions to that release are satisfied, including that no assets or property have been transferred or sold, directly or indirectly, by either Borrower or a Guarantor to such applicable Subsidiary that are subject to Section 6.06. In addition, to the extent any such Subsidiary (x) is not already a direct or indirect Subsidiary of the Company and (y) does not constitute an Other Guarantor, the Parent shall cause the Equity Interests of such Subsidiary to be transferred to the Company or a Restricted Subsidiary within 20 Business Days of such Subsidiary executing any such Joinder Agreement or as soon as practicable where applicable local law requires additional time for compliance with applicable legal requirements.

(b) With respect to each Subsidiary that is required to become a Guarantor pursuant to Section 6.09(a), the Parent or the Company shall designate each such Subsidiary to become a Restricted Subsidiary, and shall comply with the conditions set forth in clause (II) of the definition of “Unrestricted Subsidiary” in connection therewith within 20 Business Days of the date on which such Subsidiary was acquired or created, or as soon as practicable where applicable local law requires additional time for compliance with applicable legal requirements. For the avoidance of doubt, no direct or indirect Subsidiary of the Parent may become a Restricted Subsidiary for purposes of this Agreement if such Subsidiary is a Subsidiary of the Parent but not of the Company.

SECTION 6.10. Liens. Neither the Parent nor either Borrower will, and none of them will permit any of the Restricted Subsidiaries or any Other Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind on any asset or property now owned or hereafter acquired that secures any Obligations under any Indebtedness, except Permitted Liens.

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SECTION 6.11. Covenant Suspension Event.

(a) If on any date following the Closing Date, (i) the Loans have Investment Grade Ratings from both Rating Agencies, and (ii) no Default has occurred and is continuing then, beginning on that day (the occurrence of the events described in the foregoing clauses (i) and (ii) being referred to as a “Covenant Suspension Event”), the following provisions of this Agreement will be suspended (collectively, the “Suspended Covenants”):

(i) Section 2.06(b) and (c) (Asset Sales);

(ii) Section 6.03 (Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock);

(iii) Section 6.04 (Limitation on Restricted Payments);

(iv) Section 6.05 (Dividend and Other Payment Restrictions Affecting Subsidiaries);

(v) Section 6.06(a)(iv), (d) and (e) (Merger, Consolidation; Sale of Assets);

(vi) Section 6.07 (Transactions with Affiliates); and

(vii) Section 6.09 (Future Guarantors).

(b) In the event that the Parent, the Company, the Restricted Subsidiaries and the Other Guarantors are not subject to the Suspended Covenants under this Agreement for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Loans below an Investment Grade Rating, then the Parent, the Company, the Restricted Subsidiaries and the Other Guarantors will thereafter again be subject to the Suspended Covenants under this Agreement with respect to events from any such Reversion Date until the Maturity Date unless there is a subsequent Suspension Period. The period of time between any Covenant Suspension Event and any Reversion Date is referred to as the “Suspension Period.”

(c) On each Reversion Date, all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified as having been incurred or issued pursuant to Section 6.03(a) or (b) (to the extent such Indebtedness, Disqualified Stock or Preferred Stock would be permitted to be incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness, Disqualified Stock or Preferred Stock would not be so permitted to be incurred or issued pursuant to Section 6.03(a) or (b), such Indebtedness, Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Closing Date, so that it is classified as permitted under clause (iii) of Section 6.03(b). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 6.04 will be made as though Section 6.04 had been in effect since the Closing Date and prior to, but not during, the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 6.04(a). No Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Parent, the Company, its Restricted Subsidiaries or the Other Guarantors during the Suspension Period. Within 30 days of such Reversion Date, the Borrowers must comply with the terms of Section 6.09.

(d) Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period (including any action taken or omitted to be taken with respect thereto) or after the Suspension Period based solely on events that occurred during the Suspension Period will not give rise to a Default or Event of Default under this Agreement. In addition, the Parent, the Company, the Restricted Subsidiaries and the Other Guarantors shall be entitled to honor any contractual commitments during a Suspension Period following a Reversion Date and so doing shall not constitute a Default or Event of Default under any of the provisions that were Suspended Covenants prior to such reinstatement; provided that such contractual commitments were entered into during the Suspension Period and not in contemplation of a reversion of the Suspended Covenants.

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(e) For purposes of Section 2.06(b) on the Reversion Date, any unutilized Excess Proceeds amount will be reset to zero.

SECTION 6.12. Business Activities. Neither the Parent nor either Borrower will, and none of them will permit any of the Restricted Subsidiaries or any Other Guarantor to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the Company and the Restricted Subsidiaries taken as a whole. No Other Guarantor shall engage in any other business or activities or incur or guarantee any Indebtedness (other than Loan Obligations and other Pari Passu Obligations), and any earnings of such Other Guarantor attributable to any Drilling Contract or Internal Charter in respect of a Vessel shall be subject to the Earnings Assignment.

SECTION 6.13. Maintenance of Insurance.

(a) The Credit Parties shall maintain, with financially sound and reputable insurance companies, insurance (subject to customary deductibles and retentions) in such amounts and against such risks as are customarily maintained by similarly situated companies (including without limitation, marine hull and machinery (including excess value) insurance, marine protection and indemnity insurance, drilling, towage, repossession, loss of hire, war and terrorist risks, protection and indemnity insurance, liability arising out of pollution and the spillage or leakage of cargo and cargo liability insurance) engaged in the same or similar businesses operating in the same or similar locations and cause the Credit Parties to be listed as insured and the Collateral Agent to be listed as co-loss payee on property and property casualty policies and as an additional insured on liability policies. Notwithstanding the foregoing, the Credit Parties may self-insure with respect to such risks with respect to which companies of established reputation in the same general line of business in the same general area usually self-insure.

(b) The Credit Parties shall ensure (at the expense of the Credit Parties) that Mortgagee’s interest insurance, with financially sound and reputable insurance companies, insured in the name of the Pari Passu Collateral Agent (in its capacity as such), shall be maintained in respect of each Vessel.

(c) In connection with the covenants set forth in this Section 6.13, it is understood and agreed that:

(i) none of the Administrative Agent, the Lenders and their respective agents or employees shall be liable for any loss or damage insured by the insurance policies required to be maintained under this Section 6.13, it being understood that (A) the Credit Parties shall look solely to their insurance companies or any other parties other than the aforesaid parties for the recovery of such loss or damage and (B) such insurance companies shall have no rights of subrogation against the Administrative Agent, the Lenders or their agents or employees. If, however, the insurance policies, as a matter of the internal policy of such insurer, do not provide waiver of subrogation rights against such parties, as required above, then the Company, on behalf of itself and on behalf of each of the Restricted Subsidiaries, hereby agrees, to the extent permitted by law, to waive, and further agrees to cause each of the Restricted Subsidiaries to waive, its right of recovery, if any, against the Administrative Agent, the Lenders and their agents and employees; and

(ii) the designation of any form, type or amount of insurance coverage by the Administrative Agent under this Section 6.13 shall in no event be deemed a representation, warranty or advice by the Administrative Agent or the Lenders that such insurance is adequate for the purposes of the business of the Company and its Restricted Subsidiaries or the protection of their properties.

SECTION 6.14. Payment of Taxes, etc. The Borrowers shall, and shall cause each Restricted Subsidiary to, pay its obligations in respect of all material Tax liabilities, assessments and governmental charges, before the same shall become delinquent or in default, except where the amount or validity thereof is being contested in good faith by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Lenders.

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SECTION 6.15. Compliance with Laws. The Borrowers shall, and shall cause each Restricted Subsidiary to, comply with all laws, rules, regulations and judgments, writs, injunctions, decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, applicable to it or its property (including without limitation the USA Patriot Act), except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

SECTION 6.16. Operation of Vessels. The applicable Borrower and each other Credit Party which owns or operates, or will own or operate, one or more Vessels will, at all times while owning or operating such Vessels, operate or cause such Vessel to be operated in a manner consistent with the standards set forth in the Collateral Agreements.

SECTION 6.17. After-Acquired Property.

(a) If property of a type constituting Collateral is acquired by either Borrower or any Guarantor (other than the Parent) that is not automatically subject to a Lien or perfected security interest under the Collateral Agreements or there is a new Guarantor, then such Borrower or such Guarantor will, as soon as practicable after such property’s acquisition or such Subsidiary becoming a Guarantor and in any event within 20 Business Days (or such longer period permitted by the Administrative Agent in its sole discretion) or as soon as practicable where applicable local law requires additional time for compliance with applicable legal formalities so long as all of the required filings and other related actions in such jurisdiction have been taken within such 20 Business Day period, (i) execute and deliver such mortgages, deeds of trust, security instruments, financing statements and other Collateral Agreements as shall be reasonably necessary to vest in the Collateral Agent a perfected first-priority security interest, subject only to Permitted Liens and Liens permitted under Section 6.10, in such property (or, in the case of a new Guarantor, all of its assets constituting the type that is Collateral) in favor of the Pari Passu Collateral Agent (but subject to the limitations described in Article X, the Collateral Agreements, the Intercreditor Agreement and limitations under applicable local law), and thereupon all provisions of this Agreement relating to the Collateral shall be deemed to relate to such property to the same extent and with the same force and effect and (ii) deliver such certificates (including in the case of real property, title insurance) in respect thereof as required by the Collateral Agreements and take all necessary steps to perfect the security interest represented by such Liens.

(b) To the extent that any instrument, Mortgage or other document is required to be delivered to give effect to and perfect the Liens (including with respect to the Tungsten Explorer when title thereto becomes legally vested in the applicable Guarantor), the Borrowers and the Guarantors will be required to use their commercially reasonable efforts to deliver such instruments, Mortgages and/or other documents as soon as possible but in no event later than 20 Business Days following the Closing Date (or such later date permitted by the Administrative Agent in its sole discretion) or, if an asset is acquired or delivered after the Closing Date, not later than 20 Business Days after such acquisition or delivery date (or such later date permitted by the Administrative Agent in its sole discretion); provided, however, that with respect to the Mortgage amendments in respect of the Panamanian Flag Vessels the Emerald Driller, the Sapphire Driller, the Topaz Driller and the Aquamarine Driller, the Borrowers and the Guarantors will be required to file such instruments, Mortgages and/or other documents no later than the second Business Day following the Closing Date.

(c) Neither Borrower nor any Guarantor shall enter into (a) any agreement that requires the proceeds received from any sale of Collateral to be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness of any Person, other than as permitted or required by this Agreement and the Collateral Agreements or (b) any amendment to, or other agreement in respect of, the Tungsten Explorer Construction Contract to the extent that any such amendment or agreement would be materially adverse to the Borrowers or any of the Restricted Subsidiaries or the Secured Parties.

(d) The Parent and each Borrower shall, and they shall cause any Guarantor to, at their sole cost and expense:

(i) execute and deliver all such agreements and instruments and take all further action as the Pari Passu Collateral Agent or the Administrative Agent shall reasonably request to more fully or accurately describe the property intended to be Collateral or the obligations intended to be secured by the Collateral Agreements;

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(ii) file any such notice filings or other agreements or instruments as may be reasonably necessary or desirable under applicable law to perfect the Liens created by the Collateral Agreements;

(iii) with respect to each Drilling Contract entered into by a Guarantor, enter into and maintain an Earnings Assignment and an account control agreement in respect thereof for the benefit of the Pari Passu Collateral Agent;

(iv) with respect to each Permitted Third Party Charter to which any Credit Party is a party, (x) ensure that such Credit Party will effectively retain operational control of the relevant Vessel, (y) the Borrowers and the Guarantors will use commercially reasonable efforts to cause such local resident to consent to the assignment of such Permitted Third Party Charter and (z) if such consent is received, the relevant Credit Parties will execute and deliver to the Pari Passu Collateral Agent an assignment of such Permitted Third Party Charter;

(v) not assign or grant a security interest or pledge in or of the Tungsten Explorer Construction Contract or Tungsten Explorer Refund Guarantee to any Person other than the Pari Passu Collateral Agent; and

(vi) deliver to the Pari Passu Collateral Agent not more than five (5) months after the Closing Date an opinion of Panamanian counsel reasonably acceptable to the Pari Passu Collateral Agent to the effect that the Ship Mortgages covering the Panamanian flag vessels have been duly permanently registered in the Public Registry as appropriate in Panama.

Notwithstanding anything to the contrary, no Credit Party shall be required to grant a security interest, pledge or other Lien in any “Excluded Collateral” (as defined in the Security Agreement), and no such “Excluded Collateral” shall be included in the Collateral.

SECTION 6.18. Further Instruments and Acts.

(a) Promptly after request of the Administrative Agent, the Borrowers shall, and shall cause the Restricted Subsidiaries and the Other Guarantors to, execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Agreement.

(b) No Credit Party shall take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Pari Passu Collateral Agent and the Secured Parties, except as expressly set forth in this Agreement or the Collateral Agreements.

(c) No Credit Party shall take any action or otherwise attempt to enforce any claim or maritime lien against any Vessel that has priority over any claim or Lien of the Pari Passu Collateral Agent and the Secured Parties in respect of any Collateral, including any such claims or Liens arising under Ship Mortgages.

(d) Each of the Credit Parties agrees that it will, or will cause its relevant Subsidiaries to, complete each of the actions described on Schedule 6.18(d) as soon as commercially reasonable and in any event by no later than the date set forth in Schedule 6.18(d) with respect to such action or such later date as the Administrative Agent may agree in its sole discretion.

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(e) On the date (the “Tungsten Explorer Delivery Date”) on which the Tungsten Explorer is delivered by DSME to, and accepted by, the Parent, the Company or one of their Subsidiaries, the Company covenants and agrees to execute and deliver, or to cause to be executed and delivered, and to do, or cause to be done, the documents or actions set out below:

(i) Delivery to the Pari Passu Collateral Agent, in form reasonably satisfactory to the Pari Passu Collateral Agent, of:

(1) a copy of the Protocol of Delivery and Acceptance respecting the Tungsten Explorer executed by (i) DSME and (ii) the Company or a Subsidiary of the Company, or any branch or office thereof;

(2) a copy of the full warranty Bill of Sale and Builder’s Certificate respecting the Tungsten Explorer;

(3) a copy of the class certificates respecting the Vessels (other than the Tungsten Explorer) to be received on the Closing Date;

(4) a copy of the Bahamian Certificate of Registry respecting the Tungsten Explorer;

(5) a copy of the Bahamian Certificate of Ownership and Encumbrance issued by the appropriate Bahamian authorities evidencing registration of the Tungsten Explorer under Bahamian flag in the name of the Parent, the Company or one of their Subsidiaries and recording of the Ship Mortgage;

(6) a copy of the duly executed Ship Mortgage (including deed of covenants) covering the Tungsten Explorer (and in respect of the deed of covenants only, also the Pari Passu Collateral Agent) and duly filed with the Bahamian authorities;

(7) (a) evidence of insurance respecting the Tungsten Explorer that complies with the insurance requirements set forth in the Collateral Agreements, including copies of cover notes (with loss payable clause and notice of assignment attached), letter from protection and indemnity club, and letter detailing the insurances from the Company’s independent marine insurance broker and (b) a favorable report from the Insurance Advisor addressed to the Pari Passu Collateral Agent stating that the insurances covering the Tungsten Explorer (x) comply with the requirements of the Ship Mortgage and (y) are sufficient in form and substance to protect the interests of the Pari Passu Collateral Agent and the other Secured Parties.

(8) a copy of a duly executed Internal Charter, if any, respecting the Tungsten Explorer to cover any and all bareboat charters respecting the Tungsten Explorer or an Officers’ Certificate stating that the Company has not entered into any Internal Charter;

(9) a copy of the duly executed Drilling Contract respecting the Tungsten Explorer (if any);

(10) an opinion of the Company’s Bahamian legal counsel, in the form attached hereto as Exhibit L;

(11) an opinion of counsel of the Company or Restricted Subsidiary that will be the owner of the Tungsten Explorer in form and substance reasonably satisfactory to the Pari Passu Collateral Agent; and

(12) a duly executed Assignment of Insurance, Assignment of Earnings, Internal Charterer’s Assignment of Insurance (if any), Internal Charterer’s Assignment of Earnings (if any) or Accession Agreement (if any) substantially in the form of Exhibits I-1, I-2, J-1 and J-2, as applicable, or such other form as shall be approved by the Administrative Agent.

(ii) Performance of any additional Uniform Commercial Code, Companies’ Registry or other similar filings or notices or recordings requested by the Pari Passu Collateral Agent to perfect the security

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interests or Liens granted, or intended to be granted, by any Collateral Agreement and delivery of evidence of the foregoing to the Pari Passu Collateral Agent in form and substance reasonably satisfactory to the Pari Passu Collateral Agent.

SECTION 6.19. Plan. Neither Borrower nor any ERISA Affiliates shall establish, maintain, contribute to or become subject to any actual or contingent liability in respect of any Plan.

SECTION 6.20. Payments for Consent. Neither the Parent nor either Borrower will, and none of them will permit any of the Restricted Subsidiaries, any Other Guarantor or any of their respective Affiliates to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Lender for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of any Loan Document unless such consideration is offered to be paid and is paid to all Lenders that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

ARTICLE VII

Events of Default

SECTION 7.01. Events of Default.

An “Event of Default” with respect to the Loans occurs if:

(a) the Borrowers default in any payment of interest on the Loans when due and payable and such default continues for a period of 5 Business Days,

(b) the Borrowers default in the payment of principal or premium, if any, of the Loans when due at their Stated Maturity, upon optional prepayment, upon required prepayment, upon declaration or otherwise,

(c) any Credit Party or any Restricted Subsidiary fails to comply with any of their obligations, covenants or agreements under Section 6.03, Section 6.04 or Section 6.06,

(d) failure by the Parent to comply with the obligations set forth in clause (B)(6) of the second paragraph of the definition of Parent Consolidated Cash Flow within 90 days from the date of occurrence of the event giving rise to the obligations thereunder;

(e) any Credit Party or any Restricted Subsidiary fails to comply for 60 days after receipt of notice given by the Administrative Agent or Lenders holding at least 25% in principal amount of the outstanding Loans with its other obligations, covenants or agreements contained in this Agreement (other than those referred to in (a), (b), (c), or (d) above or (f) below),

(f) any Credit Party or any Restricted Subsidiary fails to comply for 120 days with any of its obligations, covenants or agreements under Section 6.02,

(g) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Parent, the Company, any of the Restricted Subsidiaries or any Other Guarantor (or the payment of which is guaranteed by the Parent, the Company, any of the Restricted Subsidiaries or any Other Guarantor), whether such Indebtedness now exists, or is created after the Closing Date, if that default:

(i) is caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or

(ii) results in the acceleration of such Indebtedness prior to its express maturity,

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and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25,000,000 or more;

(h) either Borrower or any Restricted Subsidiary that is a Significant Subsidiary (or any group of Restricted Subsidiaries that together would constitute a Significant Subsidiary) pursuant to or within the meaning of any Bankruptcy Law:

(i) commences a voluntary case;

(ii) consents to the entry of an order for relief against it in an involuntary case;

(iii) consents to the appointment of a Custodian of it or for all or substantially all of its property; or

(iv) makes a general assignment for the benefit of its creditors or takes any comparable action under any foreign laws relating to insolvency,

(i) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i) is for relief against either Borrower or any Restricted Subsidiary that is a Significant Subsidiary (or any group of Restricted Subsidiaries that together would constitute a Significant Subsidiary) in an involuntary case;

(ii) appoints a Custodian of either Borrower or any Restricted Subsidiary that is a Significant Subsidiary (or any group of Restricted Subsidiaries that together would constitute a Significant Subsidiary) or for all or any substantially all of its property;

(iii) orders the winding up or liquidation of either Borrower or any Restricted Subsidiary that is a Significant Subsidiary (or any group of Restricted Subsidiaries that together would constitute a Significant Subsidiary);

(iv) any similar relief is granted under any foreign laws; or

(v) in each case, the order or decree remains unstayed and in effect for 60 days,

(j) any Credit Party or any of the Restricted Subsidiaries fails to pay final judgments aggregating in excess of $25,000,000 or its foreign currency equivalent (net of any amounts which are covered by enforceable insurance policies issued by solvent carriers), which judgments are not discharged, waived or stayed for a period of 60 days following the entry thereof,

(k) except as permitted by this Agreement, any Guarantee with respect to the Loans is held in any judicial proceeding to be unenforceable or invalid or ceases to be in full force and effect (except as contemplated by the terms thereof) or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under this Agreement, including under any Guarantee, with respect to the Loans,

(l) unless such Liens have been released in accordance with the provisions of Section 10.25, the Collateral Agreements and the Intercreditor Agreements, the Liens in favor of the Lenders with respect to all or substantially all of the Collateral cease to be valid or enforceable and such Default continues for 30 days, or either Borrower or any Guarantor shall assert, in any pleading in any court of competent jurisdiction, that any such security interest is invalid or unenforceable and, in the case of any Guarantor, the Borrowers fail to cause such Guarantor to rescind such assertions within 30 days after either Borrower has actual knowledge of such assertions;

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(m) breach by either Borrower or any Guarantor of any material representation or warranty or agreement in the Collateral Agreements or the Guarantee and after expiration of all applicable cure periods provided therein, the repudiation by either Borrower or any Guarantor of any of its obligations under the Collateral Agreements or the Guarantee or the unenforceability of the Collateral Agreements or the Guarantee against either Borrower (other than with respect to the Guarantee) or any Guarantor for any reason; or

(n) any of the Borrowers or any ERISA Affiliate establishes, maintains, contributes to or becomes subject to any actual or contingent liability in respect of any Plan.

The foregoing shall constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

SECTION 7.02. Acceleration. (a) If an Event of Default (other than an Event of Default specified in Section 7.01(h) or (i) with respect to either Borrower) occurs and is continuing, the Administrative Agent or the Required Lenders by notice to the Administrative Borrower, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Loans to be due and payable. Upon the Administrative Agent’s notification to the Administrative Borrower of such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 7.01(h) or (i) with respect to the Borrowers occurs, the principal of, premium, if any, and interest on the entire principal amount of the outstanding Loans shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Administrative Agent or any Lender. The Required Lenders by notice to the Administrative Agent may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

(b) In the event of any Event of Default specified in Section 7.01(g), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Administrative Agent or the Lenders, if within 20 days after such Event of Default arose the Administrative Borrower delivers an Officers’ Certificate to the Administrative Agent stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged, (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Loans as described above be annulled, waived or rescinded upon the happening of any such events.

SECTION 7.03. Other Remedies. (a) If an Event of Default occurs and is continuing, the Administrative Agent may pursue any available remedy at law or in equity to collect the payment of principal of or interest on the Loans or to enforce the performance of any provision of this Agreement or the other Loan Documents.

(b) The Administrative Agent may maintain a proceeding even if it does not possess any notes evidencing the Loans or does not produce any of them in the proceeding. A delay or omission by the Administrative Agent or any Lender in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. To the extent required by law, all available remedies are cumulative.

SECTION 7.04. Waiver of Past Defaults. Provided the Loans are not then due and payable by reason of a declaration of acceleration, the Required Lenders by written notice to the Administrative Agent may waive an existing Default and its consequences except (a) a Default in the payment of the principal of or interest on any Loan, (b) a Default arising from the failure to prepay any Loan when required pursuant to the terms of this Agreement or (c) a Default in respect of a provision that under Section 10.01 cannot be amended without the consent of each Lender affected. When a Default is waived, it is deemed cured and the Credit Parties, the Administrative Agent and the Lenders will be restored to their former positions and rights under this Agreement, but no such waiver shall extend to any subsequent or other Default or impair any consequent right.

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SECTION 7.05. Control by Majority. The Required Lenders may direct the time, method and place of conducting any proceeding for any remedy available to the Administrative Agent or of exercising any trust or power conferred on the Administrative Agent. However, the Administrative Agent may refuse to follow any direction that conflicts with law or this Agreement or, subject to Article VIII, that the Administrative Agent determines is unduly prejudicial to the rights of any other Lender or that would involve the Administrative Agent in personal liability or expenses for which it is not adequately indemnified; provided, however, that the Administrative Agent may take any other action deemed proper by the Administrative Agent that is not inconsistent with such direction.

ARTICLE VIII

The Agents

SECTION 8.01. Appointment.

(a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the other Loan Documents, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent.

(b) The Administrative Agent and each Lender hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent and each Lender irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein and in the other Loan Documents, or any fiduciary relationship with any of the Administrative Agent or the Lenders, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Collateral Agent.

SECTION 8.02. Delegation of Duties. The Administrative Agent and the Collateral Agent may each execute any of its duties under this Agreement and the other Loan Documents by or through agents, sub-agents, employees or attorneys-in-fact (each, a “Subagent”) and shall be entitled to advice of counsel concerning all matters pertaining to such duties; provided, however, that no such Subagent shall be authorized to take any action with respect to any Collateral unless and except to the extent expressly authorized in writing by the Administrative Agent. If any Subagent, or successor thereto, shall die, become incapable of acting, resign or be removed, all rights, powers, privileges and duties of such Subagent, to the extent permitted by law, shall automatically vest in and be exercised by the Administrative Agent until the appointment of a new Subagent. Neither the Administrative Agent nor the Collateral Agent shall be responsible for the negligence or misconduct of any Subagents selected by it with reasonable care.

SECTION 8.03. Exculpatory Provisions. No Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document (except for its or such Person’s own gross negligence or willful misconduct, as determined in the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein) or (b) responsible in any manner to any of the Lenders or any Participant for any recitals, statements, representations or warranties made by any of the Borrowers, any other Credit Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by such Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or

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sufficiency of this Agreement or any other Loan Document, or for any failure of the Borrowers or any other Credit Party to perform its Obligations hereunder or thereunder. No Agent shall be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Credit Party or any Affiliate thereof. The Collateral Agent shall not be under any obligation to the Administrative Agent or any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Credit Party.

SECTION 8.04. Reliance by Agents. The Administrative Agent and the Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or instruction believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to the Borrowers), independent accountants and other experts selected by the Administrative Agent or the Collateral Agent. The Administrative Agent and the Collateral Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans; provided that the Administrative Agent and Collateral Agent shall not be required to take any action that, in its opinion or in the opinion of its counsel, may expose it to liability or that is contrary to any Loan Document or applicable Requirements of Law.

SECTION 8.05. Notice of Default. Neither the Administrative Agent nor the Collateral Agent shall be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the Administrative Agent or Collateral Agent, as applicable, has received notice from a Lender or the Administrative Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that the Administrative Agent receives such a notice, it shall give notice thereof to the Lenders and the Collateral Agent. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders; provided that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders except to the extent that this Agreement requires that such action be taken only with the approval of the Required Lenders or each individual Lender, as applicable.

SECTION 8.06. Non-Reliance on Administrative Agent, Collateral Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor the Collateral Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent or Collateral Agent hereafter taken, including any review of the affairs of either Borrower or any other Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent or Collateral Agent to any Lender. Each Lender represents to the Administrative Agent and the Collateral Agent that it has, independently and without reliance upon the Administrative Agent, Collateral Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of each Borrower and each other Credit Party and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, Collateral Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of either Borrower and any other Credit Party. Except for notices, reports and

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other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, neither the Administrative Agent nor the Collateral Agent shall have any duty or responsibility to provide any Lender with any credit or other information concerning the business, assets, operations, properties, financial condition, prospects or creditworthiness of either Borrower or any other Credit Party that may come into the possession of the Administrative Agent or Collateral Agent or any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates.

SECTION 8.07. Indemnification. The Lenders agree to indemnify the Administrative Agent and the Collateral Agent, each in its capacity as such (to the extent not reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so), ratably according to their respective portions of the Loans outstanding in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Loans shall have been paid in full, ratably in accordance with their respective portions of the Loans in effect immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (including at any time following the payment of the Loans) occur, be imposed on, incurred by or asserted against the Administrative Agent or the Collateral Agent in any way relating to or arising out of the Loans, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to the Administrative Agent or the Collateral Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s, as applicable, gross negligence, bad faith or willful misconduct as determined by a final judgment of a court of competent jurisdiction; provided, further, that no action taken in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Loan Documents) shall be deemed to constitute gross negligence, bad faith or willful misconduct for purposes of this Section 8.07. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 8.07 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent and the Collateral Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrowers; provided that such reimbursement by the Lenders shall not affect the Borrowers’ continuing joint and several reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence, bad faith or willful misconduct, as determined in the final judgment of a court of competent jurisdiction. The agreements in this Section 8.07 shall survive the payment of the Loans and all other amounts payable hereunder.

SECTION 8.08. Agents in Their Individual Capacity. Each Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with either Borrower and any other Credit Party as though such Agent were not an Agent hereunder and under the other Loan Documents. With respect to the Loans made by it, each Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not an Agent, and the terms “Lender” and “Lenders” shall include each Agent in its individual capacity.

SECTION 8.09. Successor Agents. Each of the Administrative Agent and Collateral Agent may at any time give notice of its resignation to the Lenders and the Administrative Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the consent of the Administrative Borrower (not

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to be unreasonably withheld or delayed) so long as no Default or Event of Default is continuing, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If, in the case of a resignation of a retiring Agent, no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if the retiring Agent shall notify the Administrative Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except in the case of the Collateral Agent holding collateral security on behalf of any Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 8.09. Upon the acceptance of a successor’s appointment as the Administrative Agent or Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Agreements, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrowers (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Administrative Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article VIII (including Section 8.07) and Section 10.05 shall continue in effect for the benefit of such retiring Agent, its Subagents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as an Agent.

SECTION 8.10. Payments Set Aside. To the extent that any payment by or on behalf of the Borrowers is made to the Administrative Agent, the Collateral Agent or any Lender, or the Administrative Agent, the Collateral Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, the Collateral Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Bankruptcy Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred and (b) each Lender severally agrees to pay to the Administrative Agent or the Collateral Agent, as applicable, upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent or the Collateral Agent, as applicable, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Overnight Rate from time to time in effect, in the applicable currency of such recovery or payment. The obligations of the Lenders under clause (b) of the preceding sentence shall survive the payment in full of the Loan Obligations and the termination of this Agreement.

SECTION 8.11. Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Bankruptcy Law or any other judicial proceeding relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Administrative Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise, (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Loan Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Section 10.05) allowed in such judicial proceeding and (ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby

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authorized by each Lender to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due to the Administrative Agent under Section 10.05. Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Loan Obligations or the rights of any Lender to authorize the Administrative Agent to vote in respect of the claim of any Lender or in any such proceeding.

SECTION 8.12. Collateral Matters. The Lenders irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon payment in full of all Loan Obligations (other than contingent indemnification obligations and expense reimbursement claims to the extent no claim therefor has been made), (ii) if approved, authorized or ratified in writing in accordance with Section 10.01, (iii) pursuant to the Intercreditor Agreement or the Collateral Agreements or (iv) pursuant to Section 10.19. Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property in accordance with this Section.

SECTION 8.13. Intercreditor Agreements and Collateral Matters. The Lenders hereby agree to the terms of the Intercreditor Agreement and acknowledge that Wells Fargo Bank, National Association (and any successor Collateral Agent under the Collateral Agreements and the Intercreditor Agreement) will be serving as Collateral Agent for both the Secured Parties and the holders of other Pari Passu Obligations under the Collateral Agreements and the Intercreditor Agreement. Each Lender hereby consents to Wells Fargo Bank, National Association and any successor serving in such capacity and agrees not to assert any claim (including as a result of any conflict of interest) against Wells Fargo Bank, National Association, or any such successor, arising from the role of the Collateral Agent under the Collateral Agreements or the Intercreditor Agreement so long as the Collateral Agent is either acting in accordance with the express terms of such documents or otherwise has not engaged in gross negligence or willful misconduct. The Borrowers and each Lender hereby agree that the resignation provisions set forth in the Intercreditor Agreement with respect to the Collateral Agent shall supersede any provision of this Agreement to the contrary. In addition, the Administrative Agent and the Collateral Agent shall be authorized, without the consent of any Lender, to enter into or execute the Collateral Agreements, the Intercreditor Agreement on or prior to the Closing Date, and, from time to time, to execute or to enter into amendments of, and amendments and restatements of, the Collateral Agreements and the Intercreditor Agreement and any additional and replacement intercreditor agreements, in each case in order to effect the subordination of and to provide for certain additional rights, obligations and limitations in respect of, any Liens required by the terms of this Agreement to be Liens junior to or pari passu with the Loan Obligations, that are, in each case, incurred in accordance with Article VI of this Agreement, and to establish certain relative rights as between the holders of the Loan Obligations and the holders of the Indebtedness secured by such Liens junior to the Loan Obligations.

SECTION 8.14. Withholding Tax. To the extent required by any applicable Requirement of Law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax. If the Internal Revenue Service or any authority of the United States or any other jurisdiction asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstances that rendered the exemption from, or reduction of, withholding tax ineffective), such Lender shall indemnify the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by any applicable Credit Party and without limiting the obligation of any applicable Credit Party to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including penalties, additions to Tax and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out of pocket expenses. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this Section 8.14.

SECTION 8.15. Authorization of Actions to be Taken by the Pari Passu Collateral Agent Under the Collateral Agreements and the Agents Under the Intercreditor Agreement. Subject to the provisions of the

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applicable Collateral Agreements and the Intercreditor Agreement, each Secured Party, by becoming party hereto, agrees that (a) the Pari Passu Collateral Agent shall execute and deliver the Intercreditor Agreement, the Collateral Agreements, and all agreements, documents and instruments incidental thereto, including without limitation any amendment to any of the foregoing that is necessary to give effect to the provisions set forth on Schedule 6.06(h), and act in accordance with the terms thereof and in accordance with the provisions set forth on Schedule 6.06(h) and the written directions of the “Controlling Party” (as defined in the Intercreditor Agreement), (b) the Pari Passu Collateral Agent may, in its sole discretion and without the consent of any Secured Party, take (and, at the written direction of the Controlling Party, shall take) all actions it or the Controlling Party, as the case may be, deems necessary or appropriate in order to (i) enforce any of the terms of the Collateral Agreements, the Intercreditor Agreement and the provisions set forth on Schedule 6.06(h) and (ii) collect and receive any and all amounts payable in accordance with the provisions set forth on Schedule 6.06(h) and/or in respect of the Obligations and other Pari Passu Obligations of the Borrowers and the Guarantors hereunder and under the Intercreditor Agreement, the Collateral Agreements, the other Loan Documents and the other Pari Passu Documents, (c) the Pari Passu Collateral Agent shall have power to institute and to maintain such suits and proceedings as it may deem expedient (or as the Controlling Party may instruct it in writing to take) to prevent any impairment of the Collateral by any act that may be unlawful or in violation of the Collateral Agreements or this Agreement, and suits and proceedings as the Pari Passu Collateral Agent or the Controlling Party may deem expedient to preserve or protect its interests and the interests of the Secured Parties or any other Pari Passu Secured Party in the Collateral (including the power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest thereunder or be prejudicial to the interests of the Pari Passu Collateral Agent, any other Secured Party or any other Pari Passu Secured Party) and (d) at any time the Administrative Agent is the Controlling Party, it shall be entitled to direct the Pari Passu Collateral Agent in writing to take any of the foregoing actions. Notwithstanding the foregoing, at any time the Administrative Agent is the Controlling Party, it may, at the expense of the Company, request the direction of the Lenders with respect to any such actions and upon receipt of the written consent of the Required Lenders, shall take, or instruct the Pari Passu Collateral Agent in writing to take, such actions; provided that all actions so taken shall, at all times, be in conformity with the requirements of the Intercreditor Agreement and the provisions set forth on Schedule 6.06(h). The Pari Passu Collateral Agent shall be entitled to the rights contained in and shall be protected by the provisions contained in Article IV of the Intercreditor Agreement and each Agent shall be entitled to the rights contained in and shall be protected by the provisions contained in Article IV of the Intercreditor Agreement mutatis mutandis.

ARTICLE IX

Guarantee

SECTION 9.01. Guarantee by the Guarantors, etc.

(a) Each Guarantor, jointly and severally, irrevocably and unconditionally (i) guarantees to each Agent and the Lenders the full and prompt payment when due (whether at the Stated Maturity, by acceleration or otherwise) of all of the Loan Obligations and (ii) promises to pay such Loan Obligations to the Administrative Agent, for the benefit of the Secured Parties, on demand, in such currency and otherwise in such manner as is provided in the Loan Documents governing such Loan Obligations. Such guarantee is an absolute, unconditional, present and continuing guarantee of payment and not of collectability and is in no way conditioned or contingent upon any attempt to collect from either Borrower or any other Subsidiary or Affiliate of either Borrower, or any other action, occurrence or circumstance whatsoever. If an Event of Default shall occur and be continuing under this Agreement, each Guarantor will, immediately upon (and in any event no later than one Business Day following) its receipt of written notice from the Administrative Agent demanding payment hereunder, pay to the Administrative Agent, for the benefit of the Secured Parties, in immediately available funds, in accordance with Section 2.16, such amount of the Loan Obligations as the Administrative Agent shall specify in such notice.

(b) As a separate, additional and continuing obligation, each Guarantor unconditionally and irrevocably undertakes and agrees, for the benefit of the Secured Parties, that, should any amounts constituting Loan Obligations not be recoverable from the Borrowers or any other Credit Party for any reason whatsoever (including, without limitation, by reason of any provision of any Loan Document or any other agreement or instrument executed

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in connection therewith being or becoming, at any time, voidable, void, unenforceable, or otherwise invalid under any applicable law), then notwithstanding any notice or knowledge thereof by the Administrative Agent, the Collateral Agent, any other Secured Party, any of their respective Affiliates, or any other Person, each Guarantor, jointly and severally, as sole, original and independent obligor, upon demand by the Administrative Agent, will make payment to the Administrative Agent, for the account of the Secured Parties, of all such obligations not so recoverable by way of full indemnity.

(c) All payments by each Guarantor under this Guarantee shall be made to the Administrative Agent, for the benefit of the Secured Parties, in such currency and otherwise in such manner as is provided in the Loan Documents to which such payments relate.

SECTION 9.02. Guarantors’ Obligations Absolute. The obligations of each Guarantor under this Guarantee shall be absolute and unconditional, shall not be subject to any counterclaim, setoff, deduction or defense based on any claim such Guarantor may have against either Borrower or any other Person, including, without limitation, the Administrative Agent, any other Secured Party, any of their respective Affiliates, or any other Guarantor, and shall remain in full force and effect without regard to, and shall not be released, suspended, abated, deferred, reduced, limited, discharged, terminated or otherwise impaired or adversely affected by any circumstance or occurrence whatsoever, other than indefeasible payment in full of, and complete performance of, all of the Loan Obligations, including, without limitation:

(a) any increase in the amount of the Loan Obligations outstanding from time to time, including, without limitation, any increase in the aggregate outstanding amount of the Loans above any specific maximum amount referred to herein or in this Agreement as in effect on the Closing Date, and any increase in any interest rate, fee or other amount applicable to any portion of the Loan Obligations or otherwise payable under any Loan Document;

(b) any direction as to the application of any payment by either Borrower or by any other Person;

(c) any incurrence of additional Loan Obligations at any time or under any circumstances, including, without limitation, (i) during the continuance of a Default or Event of Default, (ii) at any time when all conditions to such incurrence have not been satisfied, or (iii) in excess of any borrowing base, sublimit or other limitations contained in this Agreement or any of the other Loan Documents;

(d) any renewal or extension of the time for payment or maturity of any of the Loan Obligations, or any amendment or modification of, or addition or supplement to, or deletion from, this Agreement, any other Loan Document, or any other instrument or agreement applicable to either Borrower or any other Person, or any part thereof, or any assignment, transfer or other disposition of any thereof;

(e) any failure of this Agreement, any other Loan Document, or any other instrument or agreement applicable to either Borrower or any other Person, to constitute the legal, valid and binding agreement or obligation of any party thereto, enforceable in accordance with its terms, or any irregularity in the form of any Loan Document;

(f) any waiver, consent, extension, indulgence or other action or inaction (including, without limitation, any lack of diligence, any failure to mitigate damages or marshal assets, or any election of remedies) under or in respect of (i) this Agreement, any other Loan Document, or any such other instrument or agreement, or (ii) any obligation or liability of either Borrower or any other Person;

(g) any payment made to the Administrative Agent or any other Secured Party on the Loan Obligations that the Administrative Agent or any other Secured Party repays, returns or otherwise restores to either Borrower or any other applicable obligor pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding;

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(h) any sale, exchange, release, surrender or foreclosure of, or any realization upon, or other dealing with, in any manner and in any order, any property, rights or interests by whomsoever at any time granted, assigned, pledged or mortgaged to secure, or howsoever securing, the Loan Obligations, or any other liabilities or obligations (including any of those hereunder), or any portion of any thereof;

(i) any release of any security or any guarantee by or at the direction of the Administrative Agent or any other Secured Party or otherwise in accordance with the Intercreditor Agreement, or any release or discharge of, or limitation of recourse against, any Person furnishing any security or guarantee, including, without limitation, any release or discharge of any Guarantor from this Guarantee;

(j) any event of the type set forth in Section 7.01(h) or (i) in respect of either Borrower or to any of its properties or assets;

(k) any assignment, transfer or other disposition, in whole or in part, by either Borrower or any other Person of its interest in any of the property, rights or interests constituting security for all or any portion of the Loan Obligations or any other Indebtedness, liabilities or obligations;

(l) any lack of notice to, or knowledge by, any Guarantor of any of the matters referred to above;

(m) the failure to perfect any Lien in any Collateral;

(n) any Requirement of Law of any jurisdiction or any other event affecting any term of the Loan Obligations; or

(o) to the fullest extent permitted under applicable law now or hereafter in effect, any other circumstance or occurrence, whether similar or dissimilar to any of the foregoing, that could or might constitute a defense available to, or a discharge of the obligations of, a guarantor or other surety.

SECTION 9.03. Waivers. Each Guarantor unconditionally waives, to the maximum extent permitted under any applicable law now or hereafter in effect, insofar as its obligations under this Guarantee are concerned, (a) notice of any of the matters referred to in Section 9.02, (b) all notices required by statute, rule of law or otherwise to preserve any rights against such Guarantor hereunder, including, without limitation, any demand, presentment, proof or notice of dishonor or non-payment of any Loan Obligation, notice of acceptance of this Guarantee, notice of the incurrence of any Loan Obligation, notice of any failure on the part of either Borrower, any of the Restricted Subsidiaries or Affiliates, or any other Person, to perform or comply with any term or provision of this Agreement, any other Loan Document or any other agreement or instrument to which either Borrower or any other Person is a party, or notice of the commencement of any proceeding against any other Person or its any of its property or assets, (c) any right to the enforcement, assertion or exercise against either Borrower or against any other Person or any collateral of any right, power or remedy under or in respect of this Agreement, the other Loan Documents or any other agreement or instrument, and (d) any requirement that such Guarantor be joined as a party to any proceedings against either Borrower or any other Person for the enforcement of any term or provision of this Agreement, the other Loan Documents, this Guarantee or any other agreement or instrument.

SECTION 9.04. Subrogation Rights. Until such time as the Loan Obligations have been paid in full in cash and otherwise fully performed and all of the Commitments under this Agreement have been terminated, each Guarantor hereby agrees not to exercise any rights of subrogation that it may at any time otherwise have as a result of this Guarantee (whether contractual, under Section 509 of the Bankruptcy Code, or otherwise) to the claims of the Administrative Agent and/or the other Secured Parties against either Borrower, any other Guarantor or any other guarantor of or surety for the Loan Obligations and all contractual, statutory or common law rights of reimbursement, contribution or indemnity from either Borrower or any other Guarantor that it may at any time otherwise have as a result of this Guarantee.

SECTION 9.05. Separate Actions. A separate action or actions may be brought and prosecuted against any Guarantor whether or not action is brought against any other Guarantor, any other guarantor or either Borrower, and whether or not any other Guarantor, any other guarantor or either Borrower be joined in any such action or actions.

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SECTION 9.06. Guarantors Familiar with Borrower’s Affairs. Each Guarantor confirms that an executed (or conformed) copy of each of the Loan Documents has been made available to its principal executive officers, that such officers are familiar with the contents thereof and of this Guarantee, and that it has executed and delivered this Guarantee after reviewing the terms and conditions of this Agreement, the other Loan Documents and this Guarantee and such other information as it has deemed appropriate in order to make its own credit analysis and decision to execute and deliver this Guarantee. Each Guarantor confirms that it has made its own independent investigation with respect to the creditworthiness of each Borrower and its other Subsidiaries and Affiliates and is not executing and delivering this Guarantee in reliance on any representation or warranty by the Administrative Agent or any other Secured Party or any other Person acting on behalf of the Administrative Agent or any other Secured Party as to such creditworthiness. Each Guarantor expressly assumes all responsibilities to remain informed of the financial condition of each Borrower and its other Subsidiaries and Affiliates and any circumstances affecting (a) such Borrower’s or any other Subsidiary’s or Affiliate’s ability to perform its obligations under this Agreement and the other Loan Documents to which it is a party, or (b) any collateral securing, or any other guarantee for, all or any part of such Borrower’s or such other Subsidiary’s or Affiliate’s payment and performance obligations thereunder; and each Guarantor further agrees that the Administrative Agent and the other Secured Parties shall have no duty to advise any Guarantor of information known to them regarding such circumstances or the risks such Guarantor undertakes in this Guarantee.

SECTION 9.07. Covenant Under Second Term Loan Agreement. Each Guarantor covenants and agrees that on and after the Closing Date and until this Guarantee is terminated in accordance with the terms of this Agreement and the Intercreditor Agreement, such Guarantor shall take, or will refrain from taking, as the case may be, all actions that are necessary to be taken or not taken so that no Default or Event of Default is caused by the actions or inactions of such Guarantor or any of its Subsidiaries.

SECTION 9.08. Solvency. Each Guarantor represents and warrants to the Administrative Agent and each of the other Secured Parties that as of the date such Guarantor has become a party to this Guarantee, (i) such Guarantor has received consideration that is the reasonable equivalent value of the obligations and liabilities that such Guarantor has incurred to the Administrative Agent and the other Secured Parties under this Guarantee and the other Loan Documents to which such Guarantor is a party; (ii) such Guarantor has capital sufficient to carry on its business and transactions and all business and transactions in which it is about to engage and is solvent and able to pay its debts as they mature; (iii) such Guarantor owns property having a value, both at fair valuation and at present fair salable value, greater than the amount required to pay its debts; and (iv) such Guarantor is not entering into the Loan Documents to which it is a party with the intent to hinder, delay or defraud its creditors.

SECTION 9.09. Continuing Guarantee; Remedies Cumulative, etc. This Guarantee is a continuing guarantee, all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon, and this Guarantee shall remain in full force and effect until terminated in accordance with the terms of this Agreement and the Intercreditor Agreement. No failure or delay on the part of the Administrative Agent or any other Secured Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein expressly specified are cumulative and not exclusive of any rights or remedies that the Administrative Agent or any other Secured Party would otherwise have. No notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Administrative Agent or any other Secured Party to any other or further action in any circumstances without notice or demand. It is not necessary for, and neither the Administrative Agent nor any other Secured Party, undertakes any obligation or duty to, inquire into the capacity or powers of either Borrower or any of its Subsidiaries or the officers, directors, partners or agents acting or purporting to act on its behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed hereunder.

SECTION 9.10. Application of Payments and Recoveries. All amounts received by the Administrative Agent pursuant to, or in connection with the enforcement of, this Guarantee, together with all amounts and other rights and benefits realized by any Secured Party (or to which any Secured Party may be entitled) by virtue of this Guarantee, shall be applied as provided in Section 2.19.

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SECTION 9.11. Reinstatement. If a claim is ever made upon the Administrative Agent or any other Secured Party for rescission, repayment, recovery or restoration of any amount or amounts received by the Administrative Agent or any other Secured Party in payment or on account of any of the Loan Obligations and any of the aforesaid payees repays all or part of said amount by reason of (a) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property, or (b) any settlement or compromise of any such claim effected by such payee with any such claimant (including either Borrower), then and in such event (i) any such judgment, decree, order, settlement or compromise shall be binding upon each Guarantor, notwithstanding any revocation hereof or other instrument evidencing any liability of each Borrower, (ii) each Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or otherwise recovered or restored to the same extent as if such amount had never originally been received by any such payee, and (iii) this Guarantee shall continue to be effective or be reinstated, as the case may be, all as if such repayment or other recovery had not occurred.

SECTION 9.12. Contribution Among Guarantors. Each Guarantor, in addition to the subrogation rights it shall have against each Borrower under applicable law as a result of any payment it makes hereunder, shall also have a right of contribution against all other Guarantors in respect of any such payment pro rata among the same based on their respective net fair value as enterprises, provided any such right of contribution shall be subject and subordinate to the prior payment in full of the Loan Obligations (and such Guarantor’s obligations in respect thereof).

SECTION 9.13. Full Recourse Obligations; Effect of Fraudulent Transfer Laws, etc. It is the desire and intent of each Guarantor, the Administrative Agent and the other Secured Parties that this Guarantee shall be enforced as a full recourse obligation of each Guarantor to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. If and to the extent that the obligations of any Guarantor under this Guarantee would, in the absence of this sentence, be adjudicated to be invalid or unenforceable because of any applicable state, federal or foreign law relating to fraudulent conveyances or transfers, bankruptcy or insolvency then the amount of such Guarantor’s liability hereunder in respect of the Loan Obligations shall be deemed to be reduced ab initio to that maximum amount that would be permitted without causing such Guarantor’s obligations hereunder to be so invalidated. The liability of each Guarantor incorporated or established in Poland (a “Polish Guarantor”) under this Guarantee shall, in all circumstances, be limited to an amount equal to the Polish Limitation Amount (as defined below), calculated pursuant to the following formula:

G = A - L, where:
“G”	means the “Polish Limitation Amount”;
“A”	means all assets (aktywa) of the relevant Polish Guarantor in the value recorded in (i) its latest annual unconsolidated financial statements made available to the Administrative Agent or, if they are more up-to-date, in (ii) its latest interim unconsolidated financial statements made available to the Administrative Agent within 15 Business Days following its request or without such request (i.e. at the Polish Guarantor’s own motion); and
“L”	means all liabilities (zobowiązania) of the relevant Polish Guarantor existing on the date hereof and, henceforth, undertaken in accordance with the provisions of the Pari Passu Documents recorded in the pertinent financial statements referred to in the definition of “A” above and used for the purpose of determination of the value of assets (aktywa) of that Polish Guarantor. The term “liabilities” for the purpose of determining “L” in the immediately preceding sentence shall at all times exclude the Polish Guarantor’s liabilities under this Guarantee and all other guarantees of Pari Passu Obligations but shall include any other obligations (secured and unsecured) of the Polish Guarantor, including any other off-balance sheet obligations of the Polish Guarantor.

SECTION 9.14. Termination. Subject to Section 10.26, after all Loans and other Loan Obligations (other than unasserted indemnity obligations) have been paid in full, this Guarantee will terminate and the Administrative Agent, at the request and expense of the Credit Parties, will execute and deliver to the Guarantors an instrument or instruments acknowledging the satisfaction and termination of this Guarantee.

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SECTION 9.15. Enforcement Only by Administrative Agent. The Secured Parties agree that this Guarantee may be enforced only by the action of the Administrative Agent, acting upon the instructions of the Required Lenders, and that no Secured Party shall have any right individually to seek to enforce or to enforce this Guarantee, it being understood and agreed that such rights and remedies may be exercised by the Administrative Agent, for the benefit of the Secured Parties, upon the terms of this Guarantee.

SECTION 9.16. General Limitation on Claims by Guarantors. NO CLAIM MAY BE MADE BY ANY GUARANTOR AGAINST THE ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY, OR THE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS OR AGENTS OF ANY OF THEM, FOR ANY DAMAGES OTHER THAN ACTUAL COMPENSATORY DAMAGES IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS GUARANTEE OR ANY OF THE OTHER LOAN DOCUMENTS, OR ANY ACT, OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH; AND EACH GUARANTOR HEREBY, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, WAIVES, RELEASES AND AGREES NOT TO SUE OR COUNTERCLAIM UPON ANY SUCH CLAIM FOR ANY SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.

SECTION 9.17. Guarantors that are Internal Charterers. Each Guarantor that is or becomes an Internal Charterer by signing a execute a Joinder Agreement pursuant to which it will become a Guarantor hereunder agrees to the representations, covenants and assignments set forth in the Assignment of Insurances by Internal Charterers and Assignment of Earnings by Internal Charterers set forth in Exhibits I-2 and J-2, respectively. Notwithstanding the foregoing, each Guarantor that is or becomes an Internal Charterer agrees to execute and deliver such Assignments.

ARTICLE X

Miscellaneous

SECTION 10.01. Amendments and Waivers.

(a) Without Consent of the Lenders.

The Administrative Borrower and the Administrative Agent may amend this Agreement and the other Loan Documents without notice to or consent of any Lender:

(i) to cure any ambiguity, defect or inconsistency;

(ii) to add a Guarantor with respect to the Loans or Collateral to secure the Loans;

(iii) to make any change that would provide any additional rights or benefits to the Lenders or that does not adversely affect the rights of any Lender

(iv) to release Collateral or a Guarantee as permitted by this Agreement, the Collateral Agreements or the Intercreditor Agreement;

(v) to evidence and provide for the acceptance of the appointment under this Agreement, the Intercreditor Agreement and the Collateral Agreements of a successor Administrative Agent, Collateral Agent or Pari Passu Collateral Agent;

(vi) to add to the covenants of the Parent or any of its Subsidiaries for the benefit of the Lenders or to surrender any right or power herein conferred upon the Parent or any of its Subsidiaries;

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(vii) to the extent necessary to integrate any Extended Loans as contemplated pursuant to Section 2.22;

(viii) to enter into, and to perfect security interests and Liens granted therein, the Collateral Agreements and transactions contemplated thereby respecting Bahamian registration of the Tungsten Explorer and its mortgaging after the Closing Date; and

(ix) to accept and consent to, and to take all steps to perfect a security interest under, Collateral Agreements to be granted subsequent to the Closing Date, including with respect to Drilling Contracts and Internal Charters.

The Intercreditor Agreement may be amended without the consent of any Lender or Agent in connection with the permitted entry into the Intercreditor Agreement of any class of additional secured creditors holding other Pari Passu Obligations to effectuate such entry into the Intercreditor Agreement.

Each Lender hereunder (x) consents to the amendment of any Loan Document in the manner and for the purposes set forth in this Section 10.01(a), (y) agrees that it will be bound by and will take no actions contrary to the provisions of any amendment to any Loan Document pursuant to this Section 10.01(a) and (z) authorizes and instructs the Administrative Agent to enter into any amendment to any Loan Document pursuant to this Section 10.01(a) on behalf of such Lender. After an amendment under this Section 10.01(a) becomes effective, the Administrative Borrower shall mail to the Administrative Agent, who shall promptly notify the Lenders, a notice briefly describing such amendment. The failure to give such notice to the Administrative Agent, or any defect therein, shall not impair or affect the validity of an amendment under this Section 10.01(a).

(b) With Consent of the Lenders. The Administrative Borrower and the Administrative Agent may amend this Agreement and the other Loan Documents with the written consent of the Required Lenders, and any past default or noncompliance with any provisions may be waived with the consent of the Required Lenders. Notwithstanding the foregoing, without the consent of each Lender of an affected Loan, no amendment may:

(i) reduce the principal amount of such Loans,

(ii) reduce the rate of or extend the time for payment of interest on any Loan,

(iii) change the Stated Maturity of any Loan,

(iv) reduce the premium payable (if any) upon prepayment of any Loan or change the time at which any such premium must be paid,

(v) waive a Default or Event of Default in the payment of principal of, or interest or premium on, the Loans (except a rescission of acceleration of the Loans by the Required Lenders and a waiver of the payment default that resulted from such acceleration);

(vi) make any Loan payable in money other than that stated in this Agreement,

(vii) expressly subordinate the Loans or any related Guarantee to any other Indebtedness of either Borrower or any Guarantor,

(viii) impair the right of any Lender to receive payment of principal of or premium, if any, and interest on such Lender’s Loans on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Lender’s Loans;

(ix) waive a mandatory prepayment under Section 2.06, except for a withdrawal of a Lender’s election for payment in accordance with Section 2.06.

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(x) release any Guarantor from any of its obligations under its Guarantee or the Loan Documents, except in accordance with the terms of this Agreement;

(xi) make any change in Section 7.04 or to the second sentence of this Section 10.01(b) or the definition of the term “Required Lenders,” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or under any other Loan Document or make any determination or grant any consent hereunder or under any other Loan Document, without the prior written consent of each Lender adversely affected thereby, or

(xii) make any change in the provisions dealing with the application of proceeds of Collateral in the Intercreditor Agreements or this Agreement that would adversely affect the Lenders.

Without the consent of Lenders holding at least 66.67% of the sum of all outstanding Loans, no amendment or waiver may release all or substantially all of the Collateral from the Lien of the Collateral Agreements with respect to the Loans.

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SECTION 10.02. Notices. Except as otherwise set forth herein, all notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by facsimile or electronic mail), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered, or three days after being deposited in the mail, postage prepaid, or, in the case of telecopy or electronic mail notice, when received, addressed as follows in the case of the Administrative Borrower and the Administrative Agent, and as set forth on Schedule 2.01 in the case of the other parties hereto, or to such other address as may be hereafter notified by the respective parties hereto:

The Administrative Borrower:	Offshore Investment Group Limited
	c/o Maples Corporate Services Limited
	P.O. Box 309
	Ugland House, Grand Cayman
	KY1-1104, Cayman Islands
	with a copy to:
	Vantage Drilling Company
	777 Post Oak Boulevard, Suite 800
	Houston, TX 77056
	Attention: Doug Smith
	Fax:        (281) 404 4700
Any other Credit Party:	Offshore Investment Group Limited
	c/o Maples Corporate Services Limited
	P.O. Box 309
	Ugland House, Grand Cayman
	KY1-1104, Cayman Islands
	with a copy to:
	Vantage Drilling Company
	777 Post Oak Boulevard, Suite 800
	Houston, TX 77056
	Attention: Doug Smith
	Fax:        (281) 404 4700
The Administrative Agent:	Citibank, N.A.
	1615 Brett Road OPS III
	New Castle, Delaware 19720
	Attention: Citibank NA Agency Department
	Fax: (212) 994-0961
	Email: GLAgentOfficeOps@citi.com
Any other Lender:	At the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire

provided that any notice, request or demand to or upon the Administrative Agent or the Lenders pursuant to Section 2.03 shall not be effective until received.

Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including email and Internet or intranet websites) pursuant to procedures approved in writing by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative Agent in writing that it is incapable of receiving notices under such Article by electronic communication. Each of the Administrative Agent and each Credit Party may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

Documents required to be delivered pursuant to Section 6.02 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically (including as set forth in

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Section 10.18) and if so delivered, shall be deemed to have been delivered on the date (i) on which the Administrative Borrower posts such documents, or provides a link thereto on the Parent’s website on the Internet, or (ii) on which such documents are posted on the Administrative Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that (A) the Administrative Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Administrative Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender, and (B) the Administrative Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.

SECTION 10.03. No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Administrative Agent, the Collateral Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

SECTION 10.04. Survival of Representations and Warranties. All representations and warranties made hereunder, in the other Loan Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the Loans hereunder.

SECTION 10.05. Payment of Expenses; Indemnification. The Credit Parties jointly and severally agree to pay or reimburse the Agents for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation and execution and delivery of, and any amendment, waiver, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including (a) the reasonable fees, disbursements and other charges of Jones Day and Holland & Knight LLP, each in their capacity as counsel to the Agents, and a single counsel in each appropriate local jurisdiction, (b) to pay or reimburse each Agent for all its documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the reasonable fees, disbursements and other charges of a single counsel to each of the Administrative Agent and the Collateral Agent, (c) to pay, indemnify, and hold harmless each Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent and their respective Related Parties from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, whether or not such proceedings are brought by the Company, any of its Related Parties or any other third Person, including reasonable and documented fees, disbursements and other charges of one primary counsel for all such Persons, taken as a whole, and, if necessary, by a single firm of local counsel in each appropriate jurisdiction for all such Persons, taken as a whole (unless there is an actual or perceived conflict of interest in which case each such Person may, with the consent of the Administrative Borrower (not to be unreasonably withheld or delayed), retain its own counsel), with respect to the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); provided that the Credit Parties shall have no obligation hereunder to any Agent or any Lender or any of their respective Related Parties with respect to Indemnified Liabilities to the extent (1) found by a court of competent jurisdiction in a final non-appealable judgment to have resulted from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified or (ii) any material breach of any Loan Document by the party to be indemnified or (2) arising from disputes, claims, demands, actions, judgments or suits not arising from any act or omission by any Credit Party or its Affiliates, brought by an indemnified Person against any other indemnified Person (other than disputes, claims, demands, actions, judgments or suits involving claims against any Agent in its capacity as such). No Person entitled to indemnification under clause (d) of this Section 10.05 shall be liable for any damages arising from the use by others of any information or other materials obtained through internet, electronic, telecommunications or other information transmission systems (including IntraLinks or SyndTrak Online) in connection with this Agreement or any other Loan Document, except to the extent that such damages have resulted from the gross negligence, bad faith or willful misconduct of the party to be indemnified or any of its Related Parties

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(as determined by a court of competent jurisdiction in a final and non-appealable decision), nor shall any such Person have any liability for any special, punitive, indirect or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). The agreements in this Section 10.05 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 10.05 shall not apply with respect to any Taxes (other than Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever resulting from a non-Tax claim), which shall be governed exclusively by Section 2.17 and, to the extent set forth therein, Section 2.10.

SECTION 10.06. Successors and Assigns; Participations and Assignments.

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) no Credit Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Credit Party without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.06. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in paragraph (c) of this Section 10.06), and, to the extent expressly contemplated hereby, the Related Parties of each of the Agents and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement or the other Loan Documents.

(b) (i) Subject to the conditions set forth in paragraph (ii) below, any Lender may assign to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of the Loans at the time owing to it) by obtaining the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and, at any time that no Event of Default has occurred and is continuing, the Administrative Borrower (which consent shall not be unreasonably withheld or delayed); provided that no consent of the Administrative Agent or the Administrative Borrower shall be required for an assignment of any Loan to a Lender, an Affiliate of a Lender or an Approved Fund (as defined below); provided, further, that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof.

(ii) Assignments shall be subject to the following additional conditions:

(1) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Loans under any Facility, the amount of Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 (and shall be in an amount of an integral multiple thereof)), unless the Administrative Agent otherwise consents (which consent shall not be unreasonably withheld or delayed); provided that contemporaneous assignments to a single assignee made by Affiliates of Lenders and related Approved Funds shall be aggregated for purposes of meeting the minimum assignment amount requirements stated above;

(2) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement;

(3) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); and

(4) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire in a form approved by the Administrative Agent (the “Administrative Questionnaire”) and applicable tax forms (including those described in Sections 2.17(d) and (f), as applicable).

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For the purposes of this Section 10.06(b), the term “Approved Fund” means any Person (other than a natural Person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course and that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender.

(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section 10.06, from and after the effective date specified in each Assignment and Acceptance, the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.10, 2.11, 2.17 and 10.05). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.06 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section 10.06.

(iv) The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrowers, shall maintain at the Administrative Agent’s Lending Office a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal and interest amounts of the Loans (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Administrative Borrower, at any reasonable time and from time to time upon reasonable prior notice.

(v) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an Assignee, the Assignee’s completed Administrative Questionnaire (unless the Assignee shall already be a Lender hereunder), all applicable tax forms, the processing and recordation fee referred to in Section 10.06(b)(ii)(3) and any written consent to such assignment required by Section 10.06(b)(i), the Administrative Agent shall promptly accept such Assignment and Acceptance and record the information contained therein in the Register. No assignment, whether or not evidenced by a promissory note, shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(c) (i) Any Lender may, without the consent of, or notice to, the Administrative Agent or either Borrower and subject to any Requirement of Law, sell participations to one or more banks or other entities (each, a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it), provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrowers, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan Documents, provided that (x) such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in clause (ii) or (iii) of the second sentence of Section 10.01(b) that directly affects such Participant and (y) no other agreement with respect to amendment, modification or waiver may exist between such Lender and such Participant. Subject to paragraph (c)(ii) of this Section 10.06, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.10,

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2.11 and 2.17 (subject to the limitations and requirements of those Sections, including Section 2.17(d) and (f), and Sections 2.13 and 10.07) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.06(b).

(ii) Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts of (and interest on) each Participant’s interest in the Loans held by it (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and each party hereto shall treat each Person whose name is recorded in the Participant Register as the owner of the participation in question for all purposes of this Agreement and the other Loan Documents, notwithstanding notice to the contrary. No Lender shall have any obligation to disclose all or any portion of a Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans or other Obligations under any Loan Document) except to the extent that such disclosure is necessary in connection with a Tax audit or other Tax proceeding to establish that such Commitment, Loan or other Obligation is in registered form for U.S. federal income tax purposes. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(iii) A Participant shall not be entitled to receive any greater payment under Section 2.10 or 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Administrative Borrower’s prior written consent (which consent shall not be unreasonably withheld or delayed).

(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section 10.06 shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or Assignee for such Lender as a party hereto. In order to facilitate such pledge or assignment, the Borrowers hereby agree that, upon request of any Lender at any time and from time to time, the Administrative Borrower shall provide to such Lender, at the Borrowers’ own expense, a Note, substantially in the form of Exhibit B.

(e) (i) Notwithstanding anything to the contrary in this Agreement, the Borrowers may purchase by way of assignment from any Lender and become an assignee with respect to, and each Lender shall have the right to assign and transfer to the Borrowers, at any time and from time to time, all or a portion of such Lender’s Loans (“Permitted Loan Purchases”); provided that (A) at the time of the effectiveness thereof, no Default or Event of Default has occurred and is continuing or would result from such Permitted Loan Purchase and (B) the Administrative Borrower and such assignor Lender shall execute and deliver to the Administrative Agent a Permitted Loan Purchase Assignment and Acceptance in the form attached hereto as Exhibit E (and, for the avoidance of doubt, shall not be required to execute and deliver an Assignment and Acceptance pursuant to Section 10.06(b)(ii)(3)).

(ii) With respect to each Permitted Loan Purchase, the Borrowers shall represent and warrant to the assigning Lender that, as of the date of effectiveness of each such Permitted Loan Purchase that the Borrowers do not have any MNPI that has not been disclosed to such Lender (other than because such assigning Lender does not wish to receive Non-Public Information) on or prior to such date.

(iii) Upon the effectiveness of any Permitted Loan Purchase, the Loans subject thereto shall, without further action by any Person, be deemed cancelled and no longer outstanding for all purposes of this Agreement and the other Loan Documents, including with respect to (1) the making of, or the application of, any payments to the Lenders under this Agreement or any other Loan Document, (2) the making of any request, demand, authorization, direction, notice, consent or waiver under this Agreement or any other Loan Document or (3) the determination of Required Lenders, or for any similar or related purpose, under this Agreement or any other Loan Document. The Administrative Agent is authorized to make appropriate entries in the Register to reflect any cancellation of the Loans. Permitted Loan Purchases

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pursuant to this Section 10.06(e) shall not constitute voluntary prepayments for purposes of Section 2.14. In connection with any Permitted Loan Purchase, the assignor Lender shall, to the extent that its Loans shall have been repurchased and assigned to the Borrowers pursuant to such Permitted Loan Purchase, be released from its obligations under this Agreement (and, in the case of a Permitted Loan Purchase covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 10.05 (subject to the limitations and requirements of such Section)), but the Borrowers shall not obtain any of the rights or obligations of a Lender under this Agreement and the provisions set forth in Section 10.06(b)(ii) shall not apply thereto.

(f) Notwithstanding anything to the contrary herein, no assignment may be made or, to the extent the list of Ineligible Institutions has been provided to all Lenders, participation sold to an Ineligible Institution.

SECTION 10.07. Replacements of Lenders Under Certain Circumstances.

(a) [Reserved.]

(b) If any Lender (i) requests reimbursement for amounts owing pursuant to Section 2.10, 2.11 or 2.17 (other than Section 2.17(b)) or (ii) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof of the action described in Section 2.10(b) is required to be taken, then provided no Event of Default then exists, the Administrative Borrower shall, upon five (5) days’ notice to the Administrative Agent and the relevant Lender, have the right to replace such Lender by deeming such Lender to have assigned its Loans and its Commitments hereunder to one or more assignees reasonably acceptable to the Administrative Agent; provided that (1) such replacement does not conflict with any Requirement of Law, (2) all Loan Obligations (other than any disputed amounts pursuant to Section 2.10, 2.11, 2.13 or 2.17, as the case may be) owing to such Lender being replaced shall be paid in full to such Lender concurrently with such assignment and the Borrowers shall pay any premium that would have been due if the Loans were prepaid, and (3) the replacement Lender shall purchase the foregoing by paying to such Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon. No action by or consent of the replaced Lender shall be necessary in connection with such assignment, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment, the Borrowers, the Administrative Agent, such replaced Lender and the replacement Lender shall otherwise comply with Section 10.06 (provided that the Borrowers shall be obligated to pay the registration and processing fee referred to therein). Any such replacement shall not be deemed to be a waiver of any rights that the Borrowers, the Administrative Agent or any other Lender shall have against the replaced Lender.

(c) If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 10.01(b) requires the consent of all of the Lenders affected and with respect to which the Required Lenders shall have granted their consent, then provided no Event of Default (other than an Event of Default relating to the proposed amendment, waiver, discharge or termination) then exists, the Administrative Borrower shall, upon five (5) days’ notice to the Administrative Agent and the relevant Lender, have the right (unless such Non-Consenting Lender grants such consent) to replace such Non-Consenting Lender by deeming such Non-Consenting Lender to have assigned its Loans and its Commitments hereunder to one or more assignees, reasonably acceptable to the Administrative Agent; provided that: (1) such replacement does not conflict with any Requirement of Law, (2) all Loan Obligations of the Borrowers owing to such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently with such assignment and the Borrowers shall pay any premium that would have been due if the Loans were prepaid, and (3) the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon. No action by or consent of the Non-Consenting Lender shall be necessary in connection with such assignment, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment, the Borrowers, the Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 10.06 (provided that the Borrowers shall be obligated to pay the registration and processing fee referred to therein).

SECTION 10.08. Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by facsimile or other electronic transmission), and all

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of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement signed by all the parties shall be lodged with the Administrative Borrower and the Administrative Agent.

SECTION 10.09. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 10.10. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

SECTION 10.11. Submission to Jurisdiction; Consent to Service; Waivers.

(a) Each Credit Party hereby irrevocably and unconditionally:

(i) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the general jurisdiction of the courts of the County and State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof;

(ii) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Administrative Borrower at the address in Houston, Texas, to which all notices to it should be copied, as set forth in Section 10.02 or at such other address in the United States of America of which the Administrative Agent shall have been notified pursuant thereto (and each Credit Party that is not organized in the United States of America, any State thereof or the District of Columbia hereby irrevocably designates, appoints and empowers the Administrative Borrower as its process agent to receive in the foregoing manner for and on its behalf service of process in any action or proceeding arising out of or relating to the Loan Documents).;

(iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(v) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 10.11 any special, exemplary, punitive or consequential damages.

(b) Each Credit Party, to the extent that it has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from setoff or any legal process (whether service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property or assets, hereby, to the extent permitted by applicable law, waives and agrees not to plead or claim such immunity in respect of its obligations under this Agreement and the other Loan Documents (it being understood that the waivers contained in this paragraph (b) shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976, as amended, and are intended to be irrevocable and not subject to withdrawal for the purposes of such Act).

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SECTION 10.12. Acknowledgments. Each Credit Party hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents;

(b) none of the Administrative Agent, the Collateral Agent nor any Lender has any fiduciary relationship with or duty to the Credit Parties arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between Administrative Agent, the Collateral Agent and Lenders, on one hand, and the Credit Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Credit Parties and the Lenders.

SECTION 10.13. WAIVERS OF JURY TRIAL. THE CREDIT PARTIES, THE AGENTS AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

SECTION 10.14. Confidentiality. The Administrative Agent and each Lender shall hold all information relating to the Parent or any Subsidiary furnished by or on behalf of the Credit Parties in connection with such Lender’s evaluation of whether to become a Lender hereunder or obtained by such Lender or the Administrative Agent pursuant to the requirements of this Agreement (other than information that (x) has become available to the public other than as a result of a disclosure by such party in breach of this Section 10.14, (y) has been independently developed by such Lender or such Agent without violating this Section 10.14 or (z) was or becomes available to such Lender or such Agent from a third party which, to such Person’s knowledge, had not breached an obligation of confidentiality to either Borrower or any other Credit Party) (“Confidential Information”), confidential in accordance with its customary procedure for handling confidential information of this nature and in any event may make disclosure (a) as required or requested by any Governmental Agency or representative thereof or any securities exchange on which securities of the disclosing party or any Affiliate of the disclosing party are listed or traded or pursuant to legal process or to such Lender’s or the Administrative Agent’s attorneys, professional advisors or independent auditors or Affiliates, (b) as part of normal reporting or review procedures to, or examinations by, Governmental Authorities or self-regulatory authorities, including the National Association of Insurance Commissioners or the National Association of Securities Dealers, Inc., (c) in order to enforce its rights under any Loan Document in a legal proceeding, (d) to any pledgee under Section 10.06 or any other prospective assignee of, or prospective Participant in, any of its rights under this Agreement (so long as such Person shall agree to keep the same confidential in accordance with this Section 10.14 or terms substantially similar to this Section 10.14) and (e) to any direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section 10.14 or terms substantially similar to this Section 10.14); provided that in no event shall any Lender or the Administrative Agent be obligated or required to return any materials furnished by the Parent or any Subsidiary of the Parent.

SECTION 10.15. No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby, each Credit Party acknowledges and agrees, and acknowledge its Affiliates’ understanding, that: (i) the credit facility provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between each Credit Party and its Affiliates, on the one hand, and the Administrative Agent and the other Agents, on the other hand, and such Credit Party is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (ii) in connection with the process leading to such transaction, the Administrative Agent and each other Agent each is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for such Credit Party, or any of its Affiliates, stockholders, creditors or employees or any other Person; (iii) neither the Administrative Agent nor any other Agent has assumed or will assume an advisory, agency or fiduciary responsibility in favor of any Credit Party with respect to any of the transactions contemplated hereby or

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the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Administrative Agent or any other Agent has advised or is currently advising any Credit Party or any of its Affiliates on other matters) and neither the Administrative Agent nor any other Agent has any obligation to any Credit Party or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; (iv) the Administrative Agent and the other Agents and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Credit Parties and their Affiliates, and neither the Administrative Agent nor any other Agent has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Administrative Agent and the other Agents have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and such Credit Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. Each Credit Party hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the Administrative Agent and the other Agents with respect to any breach or alleged breach of agency or fiduciary duty.

SECTION 10.16. USA PATRIOT Act. Each Lender hereby notifies each Credit Party that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies the Credit Parties, which information includes the name and address of the Credit Parties and other information that will allow such Lender to identify the Credit Parties in accordance with the USA Patriot Act.

SECTION 10.17. Conversion of Currencies.

(a) If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum owing hereunder in one currency into another currency, each party hereto agrees, to the fullest extent that it may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures in the relevant jurisdiction the first currency could be purchased with such other currency on the Business Day immediately preceding the day on which final judgment is given.

(b) The obligations of the Credit Parties in respect of any sum due to any party hereto or any holder of the obligations owing hereunder (the “Applicable Creditor”) shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than the currency in which such sum is stated to be due hereunder (the “Agreement Currency”), be discharged only to the extent that, on the Business Day following receipt by the Applicable Creditor of any sum adjudged to be so due in the Judgment Currency, the Applicable Creditor may in accordance with normal banking procedures in the relevant jurisdiction purchase the Agreement Currency with the Judgment Currency; if the amount of the Agreement Currency so purchased is less than the sum originally due to the Applicable Creditor in the Agreement Currency, the Credit Parties jointly and severally agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Applicable Creditor against such loss. The obligations of the Credit Parties contained in this Section 10.17 shall survive the termination of this Agreement and the payment of all other amounts owing hereunder.

SECTION 10.18. Platform; Borrower Materials. Each Credit Party hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of any Credit Party hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”), and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive MNPI with respect to any Credit Party or its securities) (each, a “Public Lender”). Each Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Material that may be distributed to the Public Lenders and that (i) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, means that the word “PUBLIC” shall appear prominently on the first page thereof, (ii) by marking Borrower Materials “PUBLIC,” each Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to any Credit Party or its securities for purposes of United States Federal and state securities laws, (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor” and (iv) the Administrative Agent and the Joint Lead Arrangers shall be entitled to treat the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”

110

SECTION 10.19. Intercreditor Agreement. Each of the Credit Parties, the Administrative Agent, the Collateral Agent and the Lenders (i) consents to and ratifies the execution by the Collateral Agent of the Intercreditor Agreement and any amendments, joinders or supplements expressly contemplated thereby, (ii) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement and (iii) acknowledges that it has received a copy of the Intercreditor Agreement and that the exercise of certain of the Collateral Agent’s rights and remedies hereunder may be subject to, and restricted by, the provisions of the Intercreditor Agreement. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED IN THIS AGREEMENT, IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND THE INTERCREDITOR AGREEMENT, THE INTERCREDITOR AGREEMENT SHALL CONTROL.

SECTION 10.20. Integration. This Agreement and the other Loan Documents represent the agreement of the Borrowers, the Guarantors, the Collateral Agent, the Administrative Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by any Credit Party, the Administrative Agent, the Collateral Agent or any Lender relative to subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.

SECTION 10.21. Administrative Borrower. For purposes of this Agreement, including, Article II of this Agreement, each of the Credit Parties hereby: (i) authorizes the Administrative Borrower to make such requests, give such notices or furnish such certificates to the Agents or the Lenders as may be required or permitted by this Agreement for the benefit of such Credit Party and to give any consents on behalf of such Credit Party required by Section 10.06 of this Agreement and (ii) authorizes the Agents to treat such requests, notices, certificates or consents made, given or furnished by the Administrative Borrower as having been made, given or furnished by such Credit Party for purposes of this Agreement. Unless otherwise agreed to by the Administrative Agent, the Administrative Borrower shall be the only Person entitled to make, give or furnish such requests, notices, certificates or requests directly to the Agents or the Lenders for purposes of this Agreement. Each Credit Party agrees to be bound by all such requests, notices, certificates and consents and other such actions by the Administrative Borrower and agrees that all notices to and demands upon the Administrative Borrower in respect of any Credit Party shall constitute effective notice to and demand upon such Credit Party for all purposes hereof. In each case, the Agents and the Lenders shall be entitled to rely upon all such requests, notices, certificates and consents made, given or furnished by the Administrative Borrower pursuant to the provisions of this Agreement or any other Loan Document as being made or furnished on behalf of, and with the effect of irrevocably binding, such Credit Party.

SECTION 10.22. Joint and Several Liability; Postponement of Subrogation. (a) The obligations of the Borrowers hereunder and under the other Loan Documents to which they are a party shall be joint and several and, as such, each Borrower shall be liable for all of the Loan Obligations of each other Borrower under this Agreement and the other Loan Documents. The liability of each Borrower for the Loan Obligations of each other Borrower under this Agreement and the other Loan Documents shall be absolute, unconditional and irrevocable, without regard to (i) the validity or enforceability of this Agreement or any other Loan Document, any of the Loan Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Secured Party, (ii) any defense, set off or counterclaim (other than a defense of payment or performance hereunder) which may at any time be available to or be asserted by either Borrower or other Person against any Secured Party or (iii) any other circumstance whatsoever (with or without notice to or knowledge of any other Credit Party or any other Person or such Borrower) that constitutes, or might be construed to constitute, an equitable or legal discharge or defense of such other Borrower for the Loan Obligations, or of such Borrower under this Section 10.21, in bankruptcy or in any other instance.

(b) Each Borrower agrees that it will not exercise any rights that it may acquire by way of rights of subrogation under this Agreement, by any payments made hereunder or otherwise, until the payment in full of the Loan Obligations. Any amount paid to either Borrower on account of any such subrogation rights prior to the payment in full of the Loan Obligations having occurred shall be held in trust for the benefit of the Secured Parties and shall immediately be paid to the Administrative Agent for the benefit of the Secured Parties and applied in accordance with this Agreement.

111

SECTION 10.23. Name Agents. The parties hereto acknowledge that the Co-Documentation Agents and the Co-Syndication Agents hold such titles in name only, and that such titles confer no additional rights or obligations relative to those conferred on any Lender hereunder.

SECTION 10.24. OID LEGEND. THE LOANS HAVE BEEN ISSUED WITH OID FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. THE ISSUE PRICE, AMOUNT OF OID, ISSUE DATE AND YIELD TO MATURITY OF THE LOANS MAY BE OBTAINED BY WRITING TO THE ADMINISTRATIVE AGENT AT THE ADDRESS SET FORTH IN SECTION 10.02.

SECTION 10.25. Release of Liens.

(a) The Borrowers and the Guarantors will be entitled to releases of assets included in the Collateral from the Liens securing the Loan Obligations under any one or more of the following circumstances:

(i) upon the full and final payment and performance of all Loan Obligations of the Borrowers and the Guarantors;

(ii) with respect to any asset constituting Collateral (other than the Capital Stock of the Company), if such Collateral is sold or otherwise disposed of in accordance with this Agreement and the Collateral Agreements and the Company has delivered to the Pari Passu Collateral Agent an Officers’ Certificate certifying to such effect; provided that (a) any cash received from a disposition of Collateral will be required to be deposited in a deposit account controlled by the Company and held as Collateral subject to the Liens pending its application or use in compliance with Section 2.06(b) and, from such deposit account, the Parent, the Company or any Restricted Subsidiary may withdraw funds to deploy the proceeds of an Asset Sale in compliance with Section 2.06(b); and (b) to the extent that any disposition in such Asset Sale was of Collateral, the non-cash consideration received is pledged as Collateral under the Collateral Agreements substantially simultaneously with such sale, in accordance with the requirements set forth in this Agreement and the Collateral Agreements;

(iii) with respect to an applicable Subsidiary, upon the occurrence of a Contract Unwind Trigger;

(iv) with respect to any assignment of rights under the respective terminated Internal Charter only, upon the occurrence of an Internal Charter Unwind Trigger; or

(v) if any Guarantor is released from its Guarantee in accordance with the terms of this Agreement (including by virtue of such Guarantor ceasing to be a Restricted Subsidiary), that Guarantor’s assets will also be released from the Liens securing its Guarantee and the other Loan Obligations.

(b) In connection with any termination or release pursuant to this Section 10.25 or a release of a Subsidiary Guarantee pursuant to Section 10.26, the Collateral Agent shall execute and deliver to any Credit Party, at such Credit Party’s expense, all documents that such Credit Party shall reasonably request to evidence such termination or release (including, without limitation, UCC termination statements), and will duly assign and transfer to such Credit Party, such of the Pledged Collateral (as defined in the Security Agreement) that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement or the Collateral Agreements. Any execution and delivery of documents pursuant to this Section 10.25 shall be without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 10.25 or 10.26, the Credit Party shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of UCC termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by any Credit Party, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement or the Collateral Agreements.

112

The security interests in all Collateral securing the Loans also will be released upon payment in full of the principal of, together with accrued and unpaid interest on, the Loans and all other Loan Obligations that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, are paid.

(c) Notwithstanding the foregoing, at any time that any Pari Passu Obligations shall remain outstanding, the provisions of the Intercreditor Agreement (and not Section 10.25(a) or (b)) shall apply with respect to any release of assets included in the Collateral from the Liens securing the Loan Obligations.

(d) No release of Collateral in accordance with the provisions of this Agreement and the Collateral Agreements will be deemed to impair the security under this Agreement. Any appraiser or other expert may rely on this Section 10.25(d) in delivering a certificate requesting release so long as all other provisions of this Agreement with respect to such release have been complied with.

SECTION 10.26. Release of Guarantees. The Guarantee of a Guarantor (other than the Parent, except with respect to clause (d) below) shall be automatically released:

(a) in connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company, a Guarantor or a Restricted Subsidiary, if the sale or other disposition does not violate Section 6.06 and complies with the Collateral Agreements;

(b) in connection with any sale or other disposition of all of the Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Parent, a Guarantor or a Restricted Subsidiary, if the sale or other disposition does not violate Section 6.06 and complies with the Collateral Agreements;

(c) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 6.04 and the definition of “Unrestricted Subsidiary”; or

(d) upon discharge of the Loan Obligations in accordance with the terms hereof.

A Restricted Subsidiary’s Subsidiary Guarantee shall also be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof.

[SIGNATURE PAGES FOLLOW]

113

IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered as of the date first above written.

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent
By:	/s/ John C. Stohlmann
Name:	John C. Stohlmann
Title:	Vice President

[Second Term Loan Agreement Signature Page]

CITIBANK. N.A., as Administrative Agent
By:	/s/ David Tuder
Name:	David Tuder
Title:	Vice President

2

CITICORP NORTH AMERICA, INC., as a Lender
By:	/s/ David Tuder
Name:	David Tuder
Title:	Vice President

3

OFFSHORE GROUP INVESTMENT LIMITED, as Borrower
By:	/s/ Douglas G. Smith
Name:	Douglas G. Smith
Title:	Chief Financial Officer and Treasurer

In the presence of:
Witness:	/s/ Susan Mallek
Name:	Susan Mallek
Occupation:	Paralegal

VANTAGE DELAWARE HOLDINGS, LLC, as Borrower
By:	/s/ Douglas G. Smith
Name:	Douglas G. Smith
Title:	Chief Financial Officer and Treasurer

DRAGONQUEST HOLDINGS COMPANY, as Guarantor
By:	/s/ Douglas G. Smith
Name:	Douglas G. Smith
Title:	Chief Financial Officer and Treasurer

In the presence of:
Witness:	/s/ Susan Mallek
Name:	Susan Mallek
Occupation:	Paralegal

EMERALD DRILLER COMPANY, as Guarantor
By:	/s/ Douglas G. Smith
Name:	Douglas G. Smith
Title:	Chief Financial Officer and Treasurer

4

In the presence of:
Witness:	/s/ Susan Mallek
Name:	Susan Mallek
Occupation:	Paralegal

5

SAPPHIRE DRILLER COMPANY, as Guarantor
By:	/s/ Douglas G. Smith
Name:	Douglas G. Smith
Title:	Chief Financial Officer and Treasurer

In the presence of:
Witness:	/s/ Susan Mallek
Name:	Susan Mallek
Occupation:	Paralegal

P2020 RIG CO., as Guarantor
By:	/s/ Douglas G. Smith
Name:	Douglas G. Smith
Title:	Chief Financial Officer and Treasurer

In the presence of:
Witness:	/s/ Susan Mallek
Name:	Susan Mallek
Occupation:	Paralegal

P2021 RIG CO., as Guarantor
By:	/s/ Douglas G. Smith
Name:	Douglas G. Smith
Title:	Chief Financial Officer and Treasurer

In the presence of:
Witness:	/s/ Susan Mallek
Name:	Susan Mallek
Occupation:	Paralegal

6

VANTAGE INTERNATIONAL MANAGEMENT CO., as Guarantor
By:	/s/ Douglas G. Smith
Name:	Douglas G. Smith
Title:	Chief Financial Officer and Treasurer

In the presence of:
Witness:	/s/ Susan Mallek
Name:	Susan Mallek
Occupation:	Paralegal

VANTAGE DRILLER I CO., as Guarantor
By:	/s/ Douglas G. Smith
Name:	Douglas G. Smith
Title:	Chief Financial Officer and Treasurer

In the presence of:
Witness:	/s/ Susan Mallek
Name:	Susan Mallek
Occupation:	Paralegal

VANTAGE DRILLER II CO., as Guarantor
By:	/s/ Douglas G. Smith
Name:	Douglas G. Smith
Title:	Chief Financial Officer and Treasurer

In the presence of:
Witness:	/s/ Susan Mallek
Name:	Susan Mallek
Occupation:	Paralegal

7

VANTAGE DRILLER III CO., as Guarantor
By:	/s/ Douglas G. Smith
Name:	Douglas G. Smith
Title:	Chief Financial Officer and Treasurer

In the presence of:
Witness:	/s/ Susan Mallek
Name:	Susan Mallek
Occupation:	Paralegal

VANTAGE DRILLER IV CO., as Guarantor
By:	/s/ Douglas G. Smith
Name:	Douglas G. Smith
Title:	Chief Financial Officer and Treasurer

In the presence of:
Witness:	/s/ Susan Mallek
Name:	Susan Mallek
Occupation:	Paralegal

VANTAGE HOLDINGS MALAYSIA I CO., as Guarantor
By:	/s/ Douglas G. Smith
Name:	Douglas G. Smith
Title:	Chief Financial Officer and Treasurer

In the presence of:
Witness:	/s/ Susan Mallek
Name:	Susan Mallek
Occupation:	Paralegal

8

VANTAGE DRILLING POLAND - LUXEMBOURG BRANCH, a Luxembourg branch of a Polish company, as Guarantor
By:	/s/ Ian Foulis
Name:	Ian Foulis
Title:	Branch Manager
VANTAGE DEEPWATER DRILLING, INC., as Guarantor
By:	/s/ Douglas G. Smith
Name:	Douglas G. Smith
Title:	Chief Financial Officer and Treasurer
VANTAGE DRILLING NETHERLANDS B.V., as Guarantor
By:	/s/ Linda J. Ibrahim
Name:	Linda Jovana Ibrahim
Title:	Managing Director
By:	/s/ TMF Management B.V.
Name:	TMF Management B.V
Title:	Managing Director B
By:	/s/ TMF Management B.V.
Name:	TMF Management B.V.
Title:	Managing Director B
TUNGSTEN EXPLORER COMPANY, as Guarantor
By:	/s/ Douglas G. Smith
Name:	Douglas G. Smith
Title:	Chief Financial Officer and Treasurer

9

In the presence of:
Witness:	/s/ Susan Mallek
Name:	Susan Mallek
Occupation:	Paralegal

10

VANTAGE HOLDING HUNGARY KFT., as Guarantor
By:	/s/ Mark Howell
Name:	Mark Howell
Title:	Managing Director
By:	/s/ Julia Varga
Name:	Julia Varga
Title:	Director
VANTAGE DRILLING (MALAYSIA) I SDN. BHD., as Guarantor
By:	/s/ Ronald Nelson
Name:	Ronald Nelson
Title:	Director
VANTAGE DRILLING LABUAN I LTD., as Guarantor
By:	/s/ Ronald Nelson
Name:	Ronald Nelson
Title:	Director
VANTAGE HOLDINGS CYPRUS ODC LIMITED, as Guarantor
By:	/s/ Mark Howell
Name:	Mark Howell
Title:	Director

11

VANTAGE DEEPWATER COMPANY., as Guarantor
By:	/s/ Douglas G. Smith
Name:	Douglas G. Smith
Title:	Chief Financial Officer and Treasurer

In the presence of:
Witness:	/s/ Susan Mallek
Name:	Susan Mallek
Occupation:	Paralegal

VANTAGE DRILLING COMPANY., as Guarantor
By:	/s/ Douglas G. Smith
Name:	Douglas G. Smith
Title:	Chief Financial Officer and Treasurer

In the presence of:
Witness:	/s/ Susan Mallek
Name:	Susan Mallek
Occupation:	Paralegal

PT. VANTAGE DRILLING COMPANY INDONESIA, as Guarantor
By:	/s/ David Tait
Name:	David Tait
Title:	Director

In the presence of:

Witness:                     

Name:

Occupation:

12

EXHIBIT A TO

SECOND TERM LOAN AGREEMENT

[FORM OF]

ASSIGNMENT AND ACCEPTANCE¹

This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). It is understood that the rights and obligations of the Assignor and the Assignee hereunder are several and not joint. Capitalized terms used but not defined herein shall have the meanings given to them in the Term Loan Agreement identified below (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. The benefit of each Security Document shall be maintained in favor of the Assignee (without prejudice to Section 8.06 of the Term Loan Agreement).

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Term Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Term Loan Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender under the Term Loan Agreement) against any person, whether known or unknown, arising under or in connection with the Term Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by the Assignor.

1. Assignor:

2. Assignee:

3. Is Assignee a Lender/an Affiliate of a Lender/an Approved Fund? Yes: ¨ No: ¨ Specify if “Yes”:

4. Is Assignee an Ineligible Institution? Yes: ¨ No: ¨

If “Yes,” no assignment may be made without the prior written consent of the Borrowers.

5. Borrowers: Offshore Group Investment Limited, a Cayman Islands exempted company and Vantage Delaware Holdings, LLC, a Delaware limited liability company (collectively, the “Borrowers”).

6. Administrative Agent: Citibank, N.A., as the Administrative Agent under the Term Loan Agreement.

7. Term Loan Agreement: Second Term Loan Agreement, dated as of March 28, 2013, among the Borrowers, the Lenders party thereto from time to time, Citibank, N.A., as Administrative Agent, and Wells Fargo Bank, National Association, as Collateral Agent.

¹  To be used in the case of any sale, assignment or transfer by or to a Lender that is not a Borrower.

A-1

8. Assigned Interest:

Loans	Aggregate	Amount of Loans of all Lenders		Amount of  Loans Assigned		Percentage Assigned of  Loans of all Lenders2
Loans	$	$			%
[            ]3 $	$		%

Effective Date:                     , 20     [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR].

10. Notice and Wire Instructions:

[NAME OF ASSIGNOR]		[NAME OF ASSIGNEE]
Notices:		Notices:
	Attention:		Attention:
	Facsimile:		Facsimile:
with a copy to:		with a copy to:
	Attention:		Attention:
	Facsimile:		Facsimile:
Wire Instructions:		Wire Instructions:

²  Set forth, to at least 9 decimals, as a percentage of the Loans of all Lenders thereunder.

³  In the event any Extended Loans are established under Section 2.22 of the Term Loan Agreement, specify whether the Loans are Extended Loans.

A-2

The terms set forth in this Assignment and Acceptance are hereby agreed to:

ASSIGNOR
[NAME OF ASSIGNOR]
By:
	Name:
	Title:
ASSIGNEE
[NAME OF ASSIGNEE]
By:
	Name:
	Title:

Accepted [and Consented to]:1
CITIBANK, N.A., as Administrative Agent
By:
	Name:
	Title:
[Consented to]:2
OFFSHORE GROUP INVESTMENT LIMITED, as Administrative Borrower
By:
	Name:
	Title:

¹  To be added only if the consent of the Administrative Agent is required by the terms of the Term Loan Agreement. See Section 10.06(b) of the Term Loan Agreement.

²  To be added only if the consent of the Administrative Borrower is required by the terms of the Term Loan Agreement. See Section 10.06(b) of the Term Loan Agreement.

ANNEX 1 TO EXHIBIT A TO

SECOND TERM LOAN AGREEMENT

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ACCEPTANCE

1. Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Term Loan Agreement or any other Loan Document, other than as to the matters set forth in this Section 1, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of either Borrower, any of its Subsidiaries or other Affiliates or any other person obligated in respect of any Loan Document or (iv) the performance or observance by either Borrower, any of its Subsidiaries or other Affiliates or any other person of any of their respective obligations under any Loan Document.

2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Agreement, (ii) it is not an Ineligible Institution and otherwise satisfies all other requirements, if any, specified in the Term Loan Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Term Loan Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.02 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, (vi) attached hereto is any documentation required to be delivered by it pursuant to the terms of the Term Loan Agreement (including pursuant to Section 2.17(d) and (f)), duly completed and executed by the Assignee and (vii) if it is a Non-U.S. Lender, attached to this Assignment and Acceptance is any documentation required to be delivered by it pursuant to the terms of the Term Loan Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender and, based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

3. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

4. General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Acceptance by fax or other electronic delivery shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance. This Assignment and Acceptance shall be governed by, and construed in accordance with, the law of the State of New York.

[Remainder of page intentionally left blank]

EXHIBIT B TO

SECOND TERM LOAN AGREEMENT

[FORM OF] NOTE

$ , 20

FOR VALUE RECEIVED, the undersigned (the “Administrative Borrower”) hereby promises, on behalf of itself and Vantage Delaware Holdings, LLC, a Delaware limited liability company (the “US Borrower”, and, together with the Administrative Borrower, the “Borrowers”), to pay to             or its registered assigns (the “Lender”), in accordance with the provisions of the Term Loan Agreement (as hereinafter defined), the principal amount of each Loan, in an aggregate amount not to exceed             DOLLARS ($             ), from time to time made by the Lender to the Borrowers under that certain Second Term Loan Agreement, dated as of March 28, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Term Loan Agreement”), among the Borrowers, the Lenders from time to time party thereto, Citibank, N.A., as Administrative Agent, and Wells Fargo Bank, National Association, as Collateral Agent. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Term Loan Agreement.

Each Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Term Loan Agreement. All payments of principal and interest on the Loans shall be made to the Administrative Agent for the account of the Lender in U.S. Dollars in immediately available funds at the Administrative Agent’s Lending Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Term Loan Agreement.

This Note is one of the Notes referred to in the Term Loan Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guarantee and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Term Loan Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Term Loan Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business.

Each Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note.

The Lender and any subsequent owner and holder of this Note shall, and is hereby authorized to, make a notation on Schedule A attached hereto of the date and the amount of each Loan and the date and the amount of the payment of principal thereon, which notation shall be conclusive in the absence of manifest error, and, prior to any transfer of this Note, the Lender shall endorse the outstanding principal amount of this Note on Schedule A attached hereto; provided, however, that failure to make such notation or any error in such notation shall not adversely affect the Lender’s rights with respect to the Loans.

[Signature page follows.]

B-1

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND IS EXECUTED AS OF THE DATE FIRST WRITTEN ABOVE.

OFFSHORE GROUP INVESTMENT LIMITED
By:
	Name:
	Title:

[Signature Page – Note]

B-2

Schedule A

LOANS AND PRINCIPAL PAYMENTS

Amount of Loan Made		Amount of Principal Repaid				Unpaid Principal Balance
Date	Amount	Interest Paid	Date	Amount	Date	Total	Notation made by:

B-3

EXHIBIT C TO

SECOND TERM LOAN AGREEMENT

[FORM OF]

INTEREST PERIOD ELECTION REQUEST

Citibank, N.A.

[ADDRESS]

Attention: [            ]

[Date]

Ladies and Gentlemen:

Reference is made to the Second Term Loan Agreement dated as of March 28, 2013, among Offshore Group Investment Limited, a Cayman Islands exempted company (the “Administrative Borrower”), Vantage Delaware Holdings, LLC, a Delaware limited liability company (the “US Borrower” and, together with the Administrative Borrower, the “Borrowers”), the Lenders from time to time party thereto, Citibank, N.A., as administrative agent, and Wells Fargo, National Association, as collateral agent (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Term Loan Agreement.

The Administrative Borrower hereby irrevocably notifies the Administrative Agent of its election (the “Election”) pursuant to Section 2.21 of the Term Loan Agreement to convert or continue a Borrowing, and in connection with the foregoing hereby provides the following information with respect thereto:

(i) Borrowing to which Election applies:

Principal Amount:

Class of Borrowing: ¹

Type of Borrowing: ²

Interest Period: ³

(if LIBOR Borrowing)

(ii) Effective Date of Election (which is a Business Day):

(iii) Resulting Borrowings(s)

Resulting Borrowing ¹

Principal Amount (or % of Borrowing in (i)):

Type of Borrowing: ⁴

Interest Period: ⁵

(if LIBOR Borrowing)

¹  Specify a Borrowing of Loans made pursuant to Section 2.01(a) of the Term Loan Agreement on the Funding Date or Extended Loans established pursuant to Section 2.22 of the Term Loan Agreement.

²  Specify a LIBOR Borrowing or an ABR Borrowing.

³  The initial Interest Period applicable to a LIBOR Borrowing shall be subject to the definition of “Interest Period” in the Term Loan Agreement.

⁴  Specify a LIBOR Borrowing or an ABR Borrowing.

⁵  The Interest Period applicable to a LIBOR Borrowing shall be subject to the definition of “Interest Period” in the Term Loan Agreement.

C-1

Resulting Borrowing ⁶

Principal Amount (or % of Borrowing in (i)):

Type of Borrowing: ⁷

Interest Period: ⁸

(if LIBOR Borrowing)

OFFSHORE GROUP INVESTMENT LIMITED
By:
	Name:
	Title:

⁶  Add as many resulting Borrowings as applicable.

⁷  Specify a LIBOR Borrowing or an ABR Borrowing.

⁸  The Interest Period applicable to a LIBOR Borrowing shall be subject to the definition of “Interest Period” in the Term Loan Agreement.

C-2

EXHIBIT D-1 TO

SECOND TERM LOAN AGREEMENT

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Treated As Partnerships For

U.S. Federal Income Tax Purposes)

Reference is made to the Second Term Loan Agreement dated as of March 28, 2013 (as amended, supplemented or otherwise modified from time to time) (the “Term Loan Agreement”), among Offshore Group Investment Limited, a Cayman Islands exempted company (the “Administrative Borrower”), Vantage Delaware Holdings, LLC, a Delaware limited liability company (the “US Borrower” and, together with the Administrative Borrower, the “Borrowers”), each lender from time to time party thereto (collectively, the “Lenders”), Citibank, N.A., as Administrative Agent, and Wells Fargo Bank, National Association, as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Term Loan Agreement.

Pursuant to the provisions of Section 2.17(d) of the Term Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of either Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a “controlled foreign corporation” related to either Borrower as described in Section 881(c)(3)(C) of the Code, and (v) no payments in connection with any Loan Document are effectively connected with the undersigned’s conduct of a U.S. trade or business.

The undersigned has furnished the Administrative Agent with a certificate of its non-U.S. person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Administrative Borrower and the Administrative Agent in writing and (2) the undersigned shall furnish the Administrative Borrower and the Administrative Agent a properly completed and currently effective certificate in either the calendar year in which payment is to be made by the Administrative Borrower or the Administrative Agent to the undersigned, or in either of the two calendar years preceding each such payment.

[Signature Page Follows]

D-1-1

[Foreign Lender]
By:
	Name:
	Title:
[Address]

Dated:            , 20[    ]

D-1-2

EXHIBIT D-2 TO

SECOND TERM LOAN AGREEMENT

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Treated As Partnerships For

U.S. Federal Income Tax Purposes)

Reference is made to the Second Term Loan Agreement dated as of March 28, 2013 (as amended, supplemented or otherwise modified from time to time) (the “Term Loan Agreement”), among Offshore Group Investment Limited, a Cayman Islands exempted company (the “Administrative Borrower”), Vantage Delaware Holdings, LLC, a Delaware limited liability company (the “US Borrower” and, together with the Administrative Borrower, the “Borrowers”), each lender from time to time party thereto (collectively, the “Lenders”), Citibank, N.A., as Administrative Agent, and Wells Fargo Bank, National Association, as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Term Loan Agreement.

Pursuant to the provisions of Section 2.17(d) and Section 10.06(c) of the Term Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of either Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a “controlled foreign corporation” related to either Borrower as described in Section 881(c)(3)(C) of the Code, and (v) no payments in connection with any Loan Document are effectively connected with the undersigned’s conduct of a U.S. trade or business.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding each such payment.

[Signature Page Follows]

D-2-1

[Foreign Participant]
By:
	Name:
	Title:
[Address]

Dated:                 , 20[     ]

D-2-2

EXHIBIT D-3 TO

SECOND TERM LOAN AGREEMENT

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Treated As Partnerships For

U.S. Federal Income Tax Purposes)

Reference is made to the Second Term Loan Agreement dated as of March 28, 2013 (as amended, supplemented or otherwise modified from time to time) (the “Term Loan Agreement”), among Offshore Group Investment Limited, a Cayman Islands exempted company (the “Administrative Borrower”), Vantage Delaware Holdings, LLC, a Delaware limited liability company (the “US Borrower” and, together with the Administrative Borrower, the “Borrowers”), each lender from time to time party thereto (collectively, the “Lenders”), Citibank, N.A., as Administrative Agent, and Wells Fargo Bank, National Association, as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Term Loan Agreement.

Pursuant to the provisions of Section 2.17(d) and Section 10.06(c) of the Term Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners (within the meaning of Treasury Regulations Section 1.1441-1(c)(6)) of such participation, (iii) neither the undersigned nor any of its direct or indirect partners/members is a bank within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of either Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to either Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) no payments in connection with any Loan Document are effectively connected with the undersigned’s or its direct or indirect partners/members’ conduct of a U.S. trade or business.

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding each such payment.

[Signature Page Follows]

D-3-1

[Foreign Participant]
By:
	Name:
	Title:
[Address]

Dated:             , 20[     ]

D-3-2

EXHIBIT D-4 TO

SECOND TERM LOAN AGREEMENT

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Treated As Partnerships For

U.S. Federal Income Tax Purposes)

Reference is made to the Second Term Loan Agreement dated as of March 28, 2013 (as amended, supplemented or otherwise modified from time to time) (the “Term Loan Agreement”), among Offshore Group Investment Limited, a Cayman Islands exempted company (the “Administrative Borrower”), Vantage Delaware Holdings, LLC, a Delaware limited liability company (the “US Borrower” and, together with the Administrative Borrower, the “Borrowers”), each lender from time to time party thereto (collectively, the “Lenders”), Citibank, N.A., as Administrative Agent, and Wells Fargo Bank, National Association, as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Term Loan Agreement.

Pursuant to the provisions of Section 2.17(d) of the Term Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners (within the meaning of Treasury Regulations Section 1.1441-1(c)(6)) of payments on such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) neither the undersigned nor any of its direct or indirect partners/members is a bank within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of either Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to either Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) no payments in connection with any Loan Document are effectively connected with the undersigned’s or its direct or indirect partners/members’ conduct of a U.S. trade or business.

The undersigned has furnished the Administrative Agent and the Administrative Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Administrative Borrower and the Administrative Agent in writing and (2) the undersigned shall have at all times furnished the Administrative Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding each such payment.

[Signature Page Follows]

D-4-1

[Foreign Lender]
By:
	Name:
	Title:
[Address]

Dated:             , 20[     ]

D-4-2

EXHIBIT E TO

SECOND TERM LOAN AGREEMENT

[FORM OF]

PERMITTED LOAN PURCHASE ASSIGNMENT AND ACCEPTANCE

This Permitted Loan Purchase Assignment and Acceptance (this “Permitted Loan Purchase Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and Offshore Group Investment Limited, a Cayman Islands exempted company (the “Administrative Borrower”). It is understood that the rights and obligations of the Assignor and the Administrative Borrower hereunder are several and not joint. Capitalized terms used but not defined herein shall have the meanings given to them in the Term Loan Agreement identified below (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”). The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Permitted Loan Purchase Assignment and Acceptance as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Administrative Borrower, and the Administrative Borrower hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the terms of the Standard Terms and Conditions and the Term Loan Agreement (including Section 10.06(e) thereof), as of the Effective Date inserted by the Administrative Agent as contemplated below, all of the Assignor’s rights and obligations in its capacity as a Lender under the Term Loan Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (the rights and obligations sold and assigned pursuant to the above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Permitted Loan Purchase Assignment and Acceptance, without representation or warranty by the Assignor.

1. Assignor:

2. Assignee: Offshore Group Investment Limited, a Cayman Islands exempted company

3. Borrowers: Offshore Group Investment Limited, a Cayman Islands exempted company and Vantage Delaware Holdings, LLC, a Delaware limited liability company

4. Administrative Agent: Citibank, N.A., as the Administrative Agent under the Term Loan Agreement

5. Term Loan Agreement: Second Term Loan Agreement, dated as of March 28, 2013, among the Borrowers, the Lenders from time to time party thereto, Citibank, N.A., as Administrative Agent, and Wells Fargo Bank, National Association, as Collateral Agent.

6. Assigned Interest:

Loans	Aggregate Amount of Loans of all Lenders	Amount of Loans Assigned	Percentage Assigned of Loans of all Lenders1
Loans	$	$		%
[            ]2	$	$		%

¹  Set forth, to at least 9 decimals, as a percentage of the Loans of all Lenders thereunder.

²  In the event any Extended Loans are established under Section 2.22 of the Term Loan Agreement, specify whether the Loans are Extended Loans.

E-1

Effective Date:                     , 20     [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR].

7. Notice and Wire Instructions:

[NAME OF ASSIGNOR]	OFFSHORE GROUP INVESTMENT LIMITED
Notices:	Notices
Attention: Facsimile:	Attention:         Facsimile:
with a copy to:	with a copy to:
Attention: Facsimile:	Attention:         Facsimile:
Wire Instructions:

The terms set forth in this Permitted Loan Purchase Assignment and Acceptance are hereby agreed to:

ASSIGNOR
[NAME OF ASSIGNOR]
By:
	Name:
	Title:

ADMINISTRATIVE BORROWER
OFFSHORE GROUP INVESTMENT LIMITED
By:
	Name:
	Title:

Accepted:
CITIBANK, N.A., as Administrative Agent
By:
	Name:
	Title:

E-2

ANNEX 1 OF EXHIBIT E TO

SECOND TERM LOAN AGREEMENT

STANDARD TERMS AND CONDITIONS FOR

PERMITTED LOAN PURCHASE ASSIGNMENT AND ACCEPTANCE

1. Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Permitted Loan Purchase Assignment and Acceptance and to consummate the transactions contemplated and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Term Loan Agreement or any other Loan Document, other than as to the matters set forth in this Section 1, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of either Borrower, any of its Subsidiaries or Affiliates or any other person obligated in respect of any Loan Document or (iv) the performance or observance by either Borrower, any of its Subsidiaries or Affiliates or any other person of any of their respective obligations under any Loan Document.

2. Assignee. Each Borrower represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Permitted Loan Purchase Assignment and Acceptance and to consummate the transactions contemplated hereby, (b) as of the Effective Date, no Default or Event of Default has occurred and is continuing or would result from the Permitted Loan Purchase pursuant hereto and (c) on the date hereof, it does not have any MNPI that has not been disclosed to the Assignor (other than because the Assignor does not wish to receive Non-Public Information) on or prior to the date hereof.

3. Cancellation. Upon the Effective Date, the Assigned Interest shall, without further action by any Person, be deemed cancelled and no longer outstanding for all purposes of the Term Loan Agreement and the other Loan Documents, including with respect to (i) the making of, or the application of, any payments to the Lenders under the Term Loan Agreement or any other Loan Document, (ii) the making of any request, demand, authorization, direction, notice, consent or waiver under the Term Loan Agreement or any other Loan Document or (iii) the determination of Required Lenders, or for any similarly related purpose, under the Term Loan Agreement or any other Loan Document.

4. General Provisions. This Permitted Loan Purchase Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Permitted Loan Purchase Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Permitted Loan Purchase Assignment and Acceptance by fax or other electronic delivery shall be effective as delivery of a manually executed counterpart of this Permitted Loan Purchase Assignment and Acceptance. This Permitted Loan Purchase Assignment and Acceptance shall be governed by, and construed in accordance with, the law of the State of New York.

E-3

EXHIBIT F TO

SECOND TERM LOAN AGREEMENT

[FORM OF]

NOTICE OF BORROWING

Citibank, N.A.

1615 Brett Road OPS III

New Castle, Delaware 19720

Attention: Citibank NA Agency Department

March 26, 2013

Ladies and Gentlemen:

Reference is made to the Second Term Loan Agreement, dated as of March 28, 2013, among Offshore Group Investment Limited, a Cayman Islands exempted company (the “Administrative Borrower”), Vantage Delaware Holdings, LLC, a Delaware limited liability company (the “US Borrower” and, together with the Administrative Borrower, the “Borrowers”), the Lenders from time to time party thereto, Citibank, N.A., as Administrative Agent, and Wells Fargo Bank, National Association, as Collateral Agent (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Term Loan Agreement.

The Administrative Borrower hereby gives you notice pursuant to Section 2.03 of the Term Loan Agreement that it requests a Borrowing under the Term Loan Agreement, and in that connection sets forth below the terms on which such Borrowing is requested to be made:

(A) The Aggregate Principal Amount of Borrowing: $350,000,000

(B) Date of Borrowing: March 28, 2013

(C) Type of Borrowing: LIBOR

(D) Interest Period (if LIBOR Borrowing)¹:

(E) The Location and Number of the Administrative Borrower’s Account to which Funds are to be Disbursed:

¹  The Interest Period applicable to a LIBOR Borrowing shall be subject to the definition of “Interest Period” in the Term Loan Agreement.

F-1

OFFSHORE GROUP INVESTMENT LIMITED
By:
	Name:
	Title:

F-2

EXHIBIT G TO

SECOND TERM LOAN AGREEMENT

[FORM OF

COMPLIANCE CERTIFICATE]

OFFSHORE GROUP INVESTMENT LIMITED

OFFICER’S CERTIFICATE

The undersigned hereby certify on behalf of Offshore Group Investment Limited, a Cayman Islands exempted company (the “Administrative Borrower”), each in his capacity as an Authorized Officer of the Administrative Borrower (and not in his personal capacity), that:

(1) We are, respectively, the duly elected [            ]¹ and [            ] of the Administrative Borrower;

(2) Each of us has reviewed the terms of that certain Second Term Loan Agreement, dated as of March 28, 2013, among the Administrative Borrower, Vantage Delaware Holdings, LLC, a Delaware limited liability company (the “US Borrower” and, together with the Administrative Borrower, the “Borrowers”), the Lenders party thereto, Citibank, N.A., as administrative agent, and Wells Fargo Bank, National Association, as collateral agent (the “Term Loan Agreement”; capitalized terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Term Loan Agreement), and in the course of the performance of our duties as Authorized Officers of the Administrative Borrower, we would normally have knowledge of any Default; and

(3) Based upon the review and examination described in paragraph (2) above, [we do not know of any Default that occurred during the fiscal year of the Borrowers ended [            ]][the following Default(s) occurred during the fiscal year of the Borrowers ended [            ]]:

[If any Default has occurred, describe the Default, its status and what action the applicable Borrower is taking or proposes to take with respect thereto.]

[Signature Page follows]

¹  Must be the principal executive officer, principal financial officer, treasurer or principal accounting officer.

G-1

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the date first written above.

OFFSHORE GROUP INVESTMENT LIMITED
By:
	Name:
	Title:
By:
	Name:
	Title:

[Signature Page to Officer’s Certificate]

G-2

EXHIBIT H TO

SECOND TERM LOAN AGREEMENT

[FORM OF]

JOINDER AGREEMENT

THIS JOINDER AGREEMENT (this “Agreement”), dated as of                     ,             , 201    , is entered into between                                                  , a                         (the “New Subsidiary”) and CITIBANK, N.A. as administrative agent (the “Administrative Agent”) under that certain Second Term Loan Agreement, dated as of March 28, 2013 (as the same may be amended, modified, extended or restated from time to time, the “Term Loan Agreement”) among Offshore Group Investment Limited, a Cayman Islands exempted company (the “Administrative Borrower”), Vantage Delaware Holdings, LLC, a Delaware limited liability company (the “US Borrower” and, together with the Administrative Borrower, the “Borrowers”), the Lenders from time to time party thereto, the Administrative Agent and Wells Fargo, National Association, as collateral agent (the “Collateral Agent” and, together with the Administrative Agent, the “Agents”). All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Term Loan Agreement.

The New Subsidiary and the Administrative Agent hereby agree as follows:

1. The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will be deemed to be a Credit Party under the Term Loan Agreement and a Guarantor for all purposes of the Term Loan Agreement and shall have all of the obligations of a Credit Party and a Guarantor thereunder as if it had executed the Term Loan Agreement. The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Term Loan Agreement, including without limitation (a) all of the representations and warranties of the Credit Parties set forth in Article III of the Term Loan Agreement, (b) all of the covenants set forth in Article VI of the Term Loan Agreement and (c) all of the guarantee obligations set forth in Article IX of the Term Loan Agreement. Without limiting the generality of the foregoing terms of this paragraph 1, the New Subsidiary hereby guarantees, jointly and severally with the other Guarantors, to each Agent and the Lenders, as provided in Article IX of the Term Loan Agreement, the prompt payment of the Loan Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof and agrees that if any of the Loan Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the New Subsidiary will, jointly and severally together with the other Guarantors, promptly pay the same and that in the case of any extension of time of payment or renewal of any of the Loan Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

2. If required, the New Subsidiary is, simultaneously with the execution of this Agreement, executing and delivering such Security Documents (and such other documents and instruments) as requested by the Administrative Agent or the Collateral Agent in accordance with the Term Loan Agreement.

3. The address of the New Subsidiary for purposes of Section 10.02 of the Term Loan Agreement is as follows:

4. The New Subsidiary hereby waives acceptance by any Secured Party of the guarantee by the New Subsidiary upon the execution of this Agreement by the New Subsidiary.

5. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.

H-1

6. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the New Subsidiary has caused this Agreement to be duly executed by its authorized officer and the Administrative Agent has caused the same to be accepted by its authorized officer, as of the day and year first above written.

[NEW SUBSIDIARY]

By:

Name:

Title:

Acknowledged and accepted:

CITIBANK, N.A.

By:

Name:

Title:

H-2

EXHIBIT I-1 TO

SECOND TERM LOAN AGREEMENT

FORM OF ASSIGNMENT OF INSURANCE – OWNER

I-1-1

EXHIBIT I-1

FORM OF INSURANCE AND EARNINGS SUPPLEMENT

THIS INSURANCE AND EARNINGS SUPPLEMENT, dated as of the [            ] day of [            ], 20[    ] (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by (i) OFFSHORE GROUP INVESTMENT LIMITED, a Cayman Islands exempted company (together with its successors and permitted assigns, the “Company”), (ii) each owner of a Vessel and each Internal Charterer listed on the signature pages hereof (together with their respective successors and permitted assigns and the Parent, the “Guarantors”), and (iii) WELLS FARGO BANK, NATIONAL ASSOCIATION, as Pari Passu Collateral Agent for the Pari Passu Secured Parties referred to in the Intercreditor Agreement (as defined below) (the “Pari Passu Collateral Agent”).

PRELIMINARY STATEMENTS

1. Capitalized terms used herein and not defined herein have the respective meanings given to them in the Amended and Restated Intercreditor Agreement, dated as of October 25, 2012, among the Pari Passu Collateral Agent, Wells Fargo Bank, National Association, as New Trustee, New Noteholder Collateral Agent, Credit Agreement Collateral Agent, Term Loan Collateral Agent, Existing Trustee and Existing Noteholder Collateral Agent (as each such term is defined therein), Citibank, N.A., as Term Loan Agent (as defined therein) and Royal Bank of Canada, as Credit Agreement Agent (as defined therein), and as acknowledged and agreed by the Company, the Parent and the other Guarantors (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”).

2. The Company [intends to][has] (i) enter[ed] into (a) that certain Indenture, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “2013 Indenture”), with the Guarantors (as defined therein, including the Parent), Wells Fargo Bank, National Association, as trustee (in such capacity, the “2013 Indenture Trustee”) and collateral agent (in such capacity, the “2013 Indenture Collateral Agent”), pursuant to which the Company [shall][has] issue[d] new 7.125% senior secured notes due 2023 (the “2013 Notes”), (b) that certain Second Term Loan Agreement, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Second Term Loan Agreement”), with the Guarantors (as defined therein, including the Parent), Citibank, N.A., as administrative agent (in such capacity, the “Second Term Loan Agent”), Wells Fargo Bank, National Association, as collateral agent (in such capacity, the “Second Term Loan Collateral Agent”), and the financial institutions and other entities party thereto as lenders (the “Second Term Loan Lenders”), pursuant to which the Second Term Loan Lenders [will contemporaneously herewith make][have made] term loans in an aggregate original principal amount of $350,000,000 to the Company (the “Second Term Loans”), and (c) that certain Amended and Restated Credit Agreement, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “A&R Credit Agreement”), with the Guarantors (as defined therein, including the Parent), Royal Bank of Canada, as administrative agent (in such capacity, the “A&R Credit Agreement Agent”), and the financial institutions and other entities party thereto as lenders (the “A&R Credit Agreement Lenders”), which A&R Credit Agreement [shall] (1) amend[s] and restate[s] the Credit Agreement, dated as of June 21, 2012, among the Company, the Guarantors and the Credit Agreement Agent (the “Existing Credit Agreement”) and (2) permit[s] the Company to obtain revolving loans and letters of credit in an aggregate principal amount not to exceed $200,000,000, and (ii) deliver[ed] a notice to the Pari Passu Collateral Agent designating the 2013 Note Obligations (as defined below) and the Second Term Loan Obligations (as defined below) as “Other Pari Passu Obligations” for purposes of the Intercreditor Agreement and the Collateral Agreements (the “Designation Notice”).

3. Each Guarantor that is the owner of a Vessel has entered into an assignment of earnings dated [            ] (each a “Shipowner Assignment of Earnings” and, collectively, the “Shipowner Assignments of Earnings”) and an assignment of insurances dated [            ] (each, a “Shipowner Assignment of Insurances” and, collectively, the “Shipowner Assignments of Insurances”). The Guarantors that are Internal Charterers have together either entered into or joined an assignment of earnings dated [            ] (the “Internal Charterer Assignment of Earnings” and, collectively with the Shipowner Assignments of Earnings, the “Assignments of Earnings”) and an assignment of insurances dated [            ] (the “Internal Charterer Assignment of Insurances” and, collectively with the Shipowner Assignments of Insurances, the “Assignments of Insurances”), with respect to the insurances and earnings, respectively, to which each Internal Charterer has rights in respect of the relevant Vessel.

4. In connection with the Tungsten Explorer, Tungsten Explorer Company (the “TE Owner”) has entered into that certain (i) deed of assignment, dated February 1, 2013 (the “Deed of Assignment”) with the Pari Passu Collateral Agent (as defined therein) relating to the Construction Contract (as defined therein) and (ii) notice of assignment to Korea Finance Corporation, dated February 1, 2013 ( the “Refund Guarantee Assignment”, together with the Deed of Assignment, the “Tungsten Explorer Assignments”) respecting the Irrevocable Stand-by Letter of Credit No. SLGQA770010006 in favor of TE Owner for account of Daewoo Shipbuilding and Marine Engineering Co., Ltd, dated May 27, 2011 (the “Refund Guarantee”) issued by Korea Finance Corporation.

5. In connection with the issuance of the 2013 Notes, the making of the Second Term Loans, the amendment and restatement of the Existing Credit Agreement and the designation contemplated by the Designation Notice, the parties hereto desire to enter into this Agreement.

ARTICLE I

CONFIRMATIONS AND GRANTS

Section 1.1 Security Interest.

(a) Each Guarantor that is the owner of a Vessel or that is an Internal Charterer hereby confirms and agrees that the Secured Obligations (as defined in the Ship Mortgage covering each Vessel) shall include the 2013 Note Obligations, the Second Term Loan Obligations and the A&R Credit Agreement Obligations as each such term is defined below. For purposes of this Agreement, the term “2013 Note Obligations” has the meaning given to such term in the Designation Notice, (ii) the term “Second Term Loan Obligations” has the meaning given to such term in the Designation Notice and (iii) the term “A&R Credit Agreement Obligations” means the “Obligations” (as defined in the A&R Credit Agreement), the Collateral Agreements and any other related document or instrument executed and delivered pursuant to such Obligations or Collateral Agreements.

(b) The TE Owner hereby confirms and agrees that the Secured Liabilities (as defined in the Deed of Assignment) shall include the 2013 Note Obligations, the Second Term Loan Obligations and the A&R Credit Agreement Obligations.

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(c) Any Guarantor that owns a Vessel or that is an Internal Charterer hereby confirms and agrees that the Refund Guarantee Assignment shall secure the Secured Obligations (as defined in the Ship Mortgage covering each Vessel, and expanded upon in Section 1.1(a) of this Agreement) including the 2013 Note Obligations, the Second Term Loan Obligations and the A&R Credit Agreement Obligations.

Section 1.2 Collateral Grant.

(a) For the avoidance of doubt, each Guarantor that is the owner of a Vessel or that is an Internal Charterer, hereby pledges, assigns and transfers to the Pari Passu Collateral Agent, and hereby grants to the Pari Passu Collateral Agent (as defined herein), for the ratable benefit of the Secured Parties (as defined in the Security Agreement), including, without limitation, the holders of the 2013 Notes, the 2013 Indenture Trustee, the 2013 Indenture Collateral Agent, the Second Term Loan Agent, the Second Term Loan Collateral Agent, the Second Term Loan Lenders, the A&R Credit Agreement Agent and the A&R Credit Agreement Lenders, a security interest in all of the (i) Insurances (as defined in the Assignments of Insurances) and other amounts described in the Assignments of Insurances, and (ii) freights, hires and other moneys earned by the Vessels and other amounts more fully described in the Assignments of Earnings, in each case now owned or at any time hereafter acquired by such Guarantor or in which such Guarantor now has or at any time in the future may acquire any right, title or interest, and any proceeds thereof.

(b) The TE Owner, hereby pledges, assigns and transfers to the Pari Passu Collateral Agent, and hereby grants to the Pari Passu Collateral Agent, for the ratable benefit of the Secured Parties (as defined in the Security Agreement), including, without limitation, the holders of the 2013 Notes, the 2013 Indenture Trustee, the 2013 Indenture Collateral Agent, the Second Term Loan Agent, the Second Term Loan Collateral Agent, the Second Term Loan Lenders, the A&R Credit Agreement Agent and the A&R Credit Agreement Lenders, a security interest in all of (i) the Assigned Rights (as defined in the Deed of Assignment), and (ii) the proceeds of all drawings payable to the TE Owner under the Refund Guarantee, in each case now owned or at any time hereafter acquired by the TE Owner or in which the TE Owner now has or at any time in the future may acquire any right, title or interest, and any proceeds thereof.

(c) This Agreement secures, and the interests assigned by Guarantors that are internal charterers of Vessels, and the TE Owner, respectively, as applicable, in their respective Assignments of Insurances or Assignments of Earnings or Tungsten Explorer Assignments, as applicable, are collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepay, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code (as defined in the Security Agreement)), of (i) all Secured Obligations (as defined in the Ship Mortgage covering each Vessel, and expanded upon in Section 1.1(a) of this Agreement) or (ii) all Secured Liabilities (as defined in the Deed of Assignment covering the Tungsten Explorer) including, without limitation, the 2013 Note Obligations, the Second Term Loan Obligations and the A&R Credit Agreement Obligations.

ARTICLE II

MISCELLANEOUS

Section 2.1 Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS AGREEMENT.

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Section 2.2 Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which shall constitute one agreement, and shall constitute a binding agreement when executed by each of the parties hereto. Delivery of an executed signature page to this Agreement by facsimile or PDF via electronic transmission shall be as effective as delivery of a manually signed counterpart of this Agreement. Signatures of the parties hereto transmitted by facsimile or PDF via electronic transmission shall be deemed to be their original signatures for all purposes.

Section 2.3 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

Section 2.4 Headings. The descriptive headings of the several sections of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

Section 2.5 Submission to Jurisdiction; Waiver of Jury Trial. EACH OF THE PARTIES HERETO IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK CITY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT. NONE OF THE PARTIES HERETO SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENT AND EACH OF THE PARTIES HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO ANY SUCH JURY TRIAL, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE, TO THE EXTENT ANY SUCH PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION.

Section 2.6 Entire Agreement. This Agreement embodies the entire agreement and understanding among the parties hereto and supersedes all prior agreements and understandings related to the subject matter hereof.

[Signatures On Next Page]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above.

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Pari Passu Collateral Agent
By:
	Name:
	Title:

OFFSHORE GROUP INVESTMENT LIMITED, a Cayman Islands exempted company
By:
	Name: Douglas G. Smith
	Title: CFO and Treasurer
[GUARANTOR], a
[                                                             ]
By:
	Name:
	Title:

FORM OF

ASSIGNMENT OF INSURANCE

(this “Assignment”)

[Shipowner name ]

Dated: [                    ]

[                    ] with an address at: [                    ] (the “Assignor”), the owner of the vessel listed on Schedule I attached hereto (the “Vessel”), in consideration of One Dollar ($1.00) lawful money of the United States of America and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, has sold, assigned, transferred and set over, and by this instrument does sell, assign, transfer and set over unto Wells Fargo Bank, National Association as (i) Noteholder Collateral Agent pursuant to the terms of the Existing Indenture (defined below) (in such capacity, the “Existing Noteholder Collateral Agent”), as (ii) Noteholder Collateral Agent pursuant to the terms of the 2012 Indenture (defined below) (in such capacity, the “New Noteholder Collateral Agent”), as (iii) Collateral Agent under the Term Loan Agreement (defined below) (in such capacity, the “Lender Collateral Agent”), and (iv) as Collateral Agent pursuant to the terms of the Credit Agreement (in such capacity, the “Collateral Agent”, together with the Existing Noteholder Collateral Agent, the New Noteholder Collateral Agent, and the Lender Collateral Agent, the “Pari Passu Collateral Agent”, as assignee (together with its successors and permitted assigns, in such capacity, the “Assignee”) to its own proper use and benefit, and, as security for all of the Secured Obligations of the Assignor under, and in accordance with the terms of the Mortgage (as defined below), and to secure the performance and observance of all agreements, covenants and provisions contained in this Assignment, the Existing Indenture, the 2012 Indenture, the Term Loan Agreement, the Credit Agreement and the other Pari Passu Documents, all right, title and interest of the Assignor under, in and to (i) all insurances in respect of the Vessel, whether heretofore, now or hereafter effected, and all renewals of or replacements for the same (the “Insurances”), (ii) all claims, returns of premium and other moneys and claims for moneys due and to become due under or in respect of the Insurances, (iii) all other rights of the Assignor under or in respect of the Insurances, and (iv) any proceeds of any of the foregoing and all interest and earnings from the investment of any of the foregoing and the proceeds thereof.

The rights and obligations of the Assignor and the Assignee hereunder are governed by the terms of the Intercreditor Agreement (defined below).

Section 1. Certain Definitions. Capitalized terms used herein and not otherwise defined are used herein as defined in, or by reference in, the Mortgage (as defined below). The following terms shall have the following meanings:

“Credit Agreement” means that certain Credit Agreement dated as of June 21, 2012, among the Issuer, as borrower, the Parent, the guarantors from time to time party thereto (including the Assignor), the lenders from time to time party thereto, and Royal Bank of Canada, as collateral agent, and any and all successors thereto in such capacity, as the same has been and may hereafter be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.

ASSIGNMENT OF INSURANCE – [            ]

“Existing Indenture” means that certain Indenture dated as of July 30, 2010, among the Issuer, the guarantors from time to time party thereto, and Wells Fargo Bank, National Association, as trustee and noteholder collateral agent, and any and all successors thereto in either such capacity, as the same has been and may be further amended, restated, supplemented.

“Intercreditor Agreement” means that certain Intercreditor Agreement dated October 25, 2012, among Wells Fargo Bank, National Association, as collateral agent under the Existing Indenture, the 2012 Indenture, and the Term Loan Agreement, Royal Bank of Canada, as collateral agent under the Credit Agreement, Citibank, N.A., as administrative agent under the Term Loan Agreement, and acknowledged by the Issuer, Parent, and each of the other guarantors party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

“Mortgage” means that certain First Priority Ship Mortgage, dated [                    ] by the Assignor, as Shipowner, in favor of the Assignee, as Pari Passu Collateral Agent, as Mortgagee.

“Term Loan Agreement” means that certain Term Loan Agreement dated as of October 25, 2012, among the Issuer, as co-borrower, the US Borrower (as defined therein), the guarantors from time to time party thereto, the lenders from time to time party thereto, Citibank, N.A., as administrative agent, and Wells Fargo Bank, National Association, as collateral agent, as the same has been and may hereafter be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.

“2012 Indenture” means that certain Indenture dated as of October 25, 2012, among the Issuer, the guarantors from time to time party thereto, and Wells Fargo Bank, National Association, as trustee and noteholder collateral agent, and any and all successors thereto in either such capacity, as the same has been and may be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.

Section 2. Representations, Warranties and Covenants.

(a) The Assignor hereby warrants and represents that each of the Insurances is in full force and effect and is enforceable in accordance with its terms, and that the Assignor is not in default thereunder. The Assignor hereby further warrants and represents that neither it nor any other Guarantor or other Subsidiary of the Parent has assigned, pledged or in any way created or suffered to be created any security interest in the whole or any part of the right, title and interest hereby assigned, except for this assignment to the Assignee. The Assignor hereby covenants that, without the prior written consent thereto of the Assignee, so long as this Assignment shall remain in effect, it will not, and it will not permit any other Guarantor or Subsidiary of the Parent

	ASSIGNMENT OF INSURANCE – [            ]
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to, assign or pledge the whole or any part of the right, title and interest hereby assigned to anyone other than the Assignee or its successors or assigns, and it will not take or omit to take, or permit any other Guarantor or Subsidiary of the Parent to take or omit to take, any action, the taking or omission of which might result in an alteration or impairment of the Insurances in any material respect, or of this Assignment or of any of the rights created by the Insurances or this Assignment.

(b) The Assignor hereby further covenants and agrees that (i) notice of this Assignment shall be duly given to all underwriters and that where the consent of any underwriter is required pursuant to any of the Insurances assigned hereby it shall be obtained and evidence thereof shall be given to the Assignee, or, in the alternative, that in the case of protection and indemnity coverage the Assignor shall obtain a letter of undertaking by the underwriters or clubs, and (ii) there shall be duly endorsed upon all slips, cover notes, policies, certificates of entry or other instruments issued or to be issued in connection with the Insurances assigned hereby the insurance loss payable clause in the form attached hereto. In all cases (except in the case of protection and indemnity coverage), unless otherwise agreed in writing by the Assignee, such slips, cover notes, notices, certificates of entry or other instruments shall show the Assignee as named assured and shall provide that there will be no recourse against the Assignee for payment of premiums, calls or assessments.

(c) The Assignor agrees that at any time and from time to time the Assignor will promptly and duly execute and deliver any and all such further instruments and documents as the Assignee may reasonably request in order to obtain the full benefits of this Assignment and of the rights and powers herein granted.

(d) Any payments made pursuant to the terms hereof shall be made to such account as may, from time to time, be designated by the Assignee.

Upon entering into an Internal Charter, the Assignor will cause any Internal Charterer to execute and deliver to the Assignee an Assignment of Insurance substantially in the form hereof together with notice thereof, to deliver such notice to underwriters and insurers and to take all actions necessary to perfect and maintain the perfection of the security interest of the Assignee in the insurances assigned thereunder. The obligations of such Internal Charterer to execute and deliver an Assignment of Insurance under the preceding sentence shall be deemed satisfied by the execution and delivery of the Pari Passu Documents. However, the Assignor will deliver, or cause to be delivered, a notice of such Assignment of Insurances by an Internal Charterer to the underwriters.

Section 3. Freedom of Assignee from Obligations. It is hereby expressly agreed that anything herein contained to the contrary notwithstanding, the Assignor shall remain liable under the Insurances to perform all of the obligations assumed by it thereunder and the Assignee shall have no obligation or liability (including, without limitation, any obligation or liability with respect to the payment of premiums, calls or assessments) under the Insurances by reason of or arising out of this Assignment, nor shall the Assignee be required or obligated in any manner to perform or fulfill any obligations of the Assignor under or pursuant to the Insurances or to make any payment or to make any inquiry as to the nature or sufficiency of any payment received by the Assignee or to present or file any claim, or to take any other action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled hereunder at any time or times.

	ASSIGNMENT OF INSURANCE – [            ]
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Section 4. Power of Attorney; Financing Statements. The Assignee, its successors and permitted assigns, are hereby constituted lawful attorneys, irrevocably, with full power (in the name of the Assignor or otherwise) to ask, require, demand, receive, compound and give acquittance for any and all moneys and claims for moneys due and to become due under or arising out of the Insurances, to endorse any check or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings which the Assignee may deem to be necessary or advisable in the premises. Any action or proceeding brought by the Assignee pursuant to any of the provisions hereof or of the Insurances or otherwise, and any claim made by the Assignee hereunder or under the Insurances, may be compromised, withdrawn or otherwise dealt with by the Assignee without any notice to, or approval, of the Assignor. The Assignor hereby irrevocably authorizes the Assignee, at the Assignor’s expense, to file, at any time and from time to time, such financing and continuation statements or perfection papers of similar purpose or effect relating to this Assignment, without the Assignor’s signature, as the Assignee at its option may deem appropriate and appoints the Assignee as the Assignor’s attorney-in-fact to execute any such statements in the Assignor’s name and to perform all other acts which the Assignee may deem appropriate to perfect and continue the security interests conferred hereby. Notwithstanding the foregoing authorization and appointment, Assignor shall at its own expense file all financing and continuation statements or perfection papers of similar purpose or effect and give such notices relating to this Assignment, and perform all other acts, necessary or appropriate to perfect and continue the security interest conferred hereby.

Section 5. Irrevocable Assignment. The powers and authority granted to the Assignee herein have been given for a valuable consideration and are hereby declared to be irrevocable and may not be amended or waived except by an instrument in writing signed by the party against whom enforcement is sought.

Section 6. Conditions of Assignment. Unless and until an Event of Default shall have occurred and be continuing under the Mortgage, covering the Vessel given by the Assignor to the Assignee, as collateral agent and mortgagee, the Assignor shall be entitled to exercise all its rights under the Insurances (subject to the provisions of this Assignment) in all respects as if this Assignment had not been made.

Section 7. Governing Law.

(a) This Assignment shall be construed in accordance with and governed by the laws of the State of New York, United States of America, without regard to its conflict of laws rules (other than Section 5-1401 of the New York General Obligations Law). The Assignor hereby irrevocably submits itself to the non-exclusive jurisdiction of any New York State or Federal court sitting in New York County and any appellate court from any thereof, for the purposes of (and solely for the purposes of) any suit, action or other proceeding arising out of, or relating to, this Assignment or any of the transactions contemplated hereby, hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard in such New York State or Federal court and hereby irrevocably waives, and agrees not to assert, by way of motion,

	ASSIGNMENT OF INSURANCE – [            ]
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as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum, or that the venue of such suit, action or proceeding is improper, or that this Assignment or the subject matter hereof may not be enforced in or by such courts. The Assignor irrevocably consents to the service of any and all process in any such suit, action or proceeding by the mailing of copies of such process to the Assignor at its address specified in Section 8 hereof. The Assignor agrees that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this paragraph shall affect the right of the Assignee to serve legal process in any other manner permitted by law or affect the right of the Assignee to bring any action or proceeding against the Assignor or its property in the courts of any other jurisdiction.

(b) BY ITS SIGNATURE BELOW WRITTEN THE ASSIGNOR HEREBY IRREVOCABLY WAIVES UNDER APPLICABLE LAW ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS ASSIGNMENT, OR ANY OTHER PARI PASSU DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Section 8. Notices. All notices or other communications required or permitted to be made or given hereunder shall be made in writing, in English, and personally delivered to an officer or other responsible employee of the addressee, or sent, by registered air mail, return receipt requested, postage prepaid, facsimile transmission, or other direct written electronic means to the applicable address set forth under such party’s name below, or to such other address as any party hereto may from time to time designate to the others in such manner:

If to the Assignee:

Wells Fargo Bank, N.A.

Corporate, Municipal & Escrow Services

750 N. St. Paul Place, Suite 1750

MAC T9263-170

Dallas, TX 75201

Telephone: (214) 756-7430

FAX: (214) 756-7401

Electronic Mail: Patrick.giordano@wellsfargo.com

with a copy to:

Haynes and Boone, LLP

201 Main St., Suite 2200

Fort Worth, TX 76102

Attention: William D. Greenhill

Telephone: (817) 347-6602

Telecopier: (817) 348-2321

Electronic Mail: william.greenhill@haynesboone.com

	ASSIGNMENT OF INSURANCE – [            ]
-5-

If to the Assignor:

[                    ]

[                    ]

[                    ]

Attention: [                    ]

Telephone: [                    ]

Telecopier: [                    ]

with a copy to:

Fulbright & Jaworski L.L.P.

Fulbright Tower

1301 McKinney, Suite 5100

Houston, Texas 77010

Attention: Joshua P. Agrons, Esq.

Telephone: 1 713 651 5151

Telecopier: 1 713 651 5246

Electronic Mail: jagrons@fulbright.com

Any communication personally delivered shall be deemed to have been validly and effectively given or delivered on the date of such delivery. Any communication transmitted by facsimile, or other direct written electronic means, or by registered air mail, shall be deemed to have been validly and effectively given or delivered on the day when received.

Section 9. Headings. The division of this Assignment into sections and the insertion of headings are for convenience of reference only and shall not affect the interpretation or construction of this Assignment.

Section 10. Termination. This Assignment shall create a continuing security interest and shall (a) remain in full force and effect until the payment in full in cash of the Secured Obligations of the Assignor under, and in accordance with the terms of, the Mortgage, at which time this Assignment shall automatically terminate without any further action by any party; (b) be binding upon the Assignor and its successors, transferees and assigns; and (c) inure, together with the rights and remedies of the Assignee hereunder, to the benefit of and be binding upon, the Assignee and its respective successors, transferees, and assigns. Without limiting the generality of the foregoing clause, when the Assignee assigns or otherwise transfers any interest held by it under the Pari Passu Documents to any other Person pursuant to the terms of the Pari Passu Documents, that other Person shall thereupon become vested with all the benefits held by such Assignee under this Assignment.

Section 11. Incorporation of Protections in Pari Passu Documents. This Assignment shall constitute one of the Pari Passu Documents. Any rights or protections, including, without limitation, all indemnities and rights to reimbursement that may be granted to the Assignee in its capacity as the Pari Passu Collateral Agent under any of the Pari Passu Documents shall be

	ASSIGNMENT OF INSURANCE – [            ]
-6-

deemed incorporated herein. Any proceeds received by the Assignee upon the exercise of rights hereunder shall be applied by the Assignee in accordance with the terms of the Pari Passu Documents.

Section 12. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN TO THE CONTRARY, IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF (A) THIS ASSIGNMENT AND (B) ANY OF THE EXISTING INDENTURE, THE 2012 INDENTURE, THE TERM LOAN AGREEMENT, OR THE CREDIT AGREEMENT, THE PROVISIONS OF THE EXISTING INDENTURE, THE 2012 INDENTURE, THE TERM LOAN AGREEMENT, OR THE CREDIT AGREEMENT, AS APPLICABLE, SHALL CONTROL WITH RESPECT THERETO (BUT SHALL NOT CONTROL AS SUCH PROVISION MAY APPLY TO ANY OTHER SUCH INDENTURE OR AGREEMENT), UNLESS THE PROVISIONS OF SUCH INCONSISTENT INDENTURE OR AGREEMENT ARE INCONSISTENT WITH THE INTERCREDITOR AGREEMENT, IN WHICH CASE, THE INTERCREDITOR AGREEMENT SHALL CONTROL.

Section 13. Counterparts. This Assignment and the Acceptance hereof may be executed in one or more counterparts and all such counterparts shall constitute one and the same instrument.

[Remainder of page intentionally left blank]

	ASSIGNMENT OF INSURANCE – [            ]
-7-

IN WITNESS WHEREOF, the Assignor has caused this Assignment to be duly executed, by the Assignor by way of deed, on the date first written above.

EXECUTED AS A DEED by

[                    ], as Assignor

By:

Name:

Title:

In the presence of:

Witness:

Name:

Occupation:

The terms and conditions of this Assignment are hereby

ACCEPTED BY:

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Pari Passu Collateral Agent, as Assignee

By:

Name:

Title:

ASSIGNMENT OF INSURANCE – [            ]

SCHEDULE I

Description of Vessel

OWNER	VESSEL	OFF. NO	FLAG OF DOCUMENTATION
[                    ]	[                    ]	[        ]	[                    ]

ASSIGNMENT OF INSURANCE – [            ]

NOTICE OF ASSIGNMENT

To Whom It May Concern:

[                    ] (the “Owner”), owner of the vessel listed on Schedule I attached hereto (the “Vessel”), HEREBY GIVES NOTICE that by an Assignment, dated [                    ], and made by the Owner to Wells Fargo Bank, National Association (the “Assignee”), as Pari Passu Collateral Agent, (as defined in the Intercreditor Agreement defined below) the Owner assigned to the Assignee all of the Owner’s right, title and interest in and to all insurances and the benefit of all insurances heretofore, now or hereafter taken out in respect of the Vessel and all proceeds thereof. This Notice and the attached Loss Payable Clauses are to be endorsed on all policies and certificates of entry evidencing such insurances.

“Intercreditor Agreement means that certain Amended and Restated Intercreditor Agreement, dated October 25, 2012, among Wells Fargo Bank, National Association, as collateral agent under the Existing Indenture, the 2012 Indenture, and the Term Loan Agreement, Royal Bank of Canada, as collateral agent under the Credit Agreement, Citibank, N.A., as administrative agent under the Term Loan Agreement, and acknowledged by the Offshore Group Investment Limited, Vantage Drilling Company, and each of the other guarantors party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

[Signature Page Follows]

NOTICE OF ASSIGNMENT OF INSURANCE – [            ]

[                    ]

By:

Name:

Title:

NOTICE OF ASSIGNMENT OF INSURANCE – [            ]

LOSS PAYABLE CLAUSE

Loss, if any, payable to Wells Fargo Bank, National Association, as Pari Passu Collateral Agent and mortgagee (the “Mortgagee”), respecting any of the vessels AQUAMARINE DRILLER, TOPAZ DRILLER, EMERALD DRILLER, SAPPHIRE DRILLER, PLATINUM EXPLORER and TITANIUM EXPLORER (the “Vessels”), under each respective Ship Mortgage (as defined below) for distribution by the Mortgagee first to itself and then to the owner of such Vessel (the “Owner”) or others as their interests may appear, or order, except that, unless the underwriters have been otherwise instructed by notice in writing from the Mortgagee, in the case of any loss involving any damage to a Vessel or liability of a Vessel, the underwriters may pay directly for the repair, salvage, liability or other charges involved or, if the Owner shall have first fully repaired the damage and paid the cost thereof, or discharged the liability or paid all of the salvage or other charges, then the underwriters may pay the Owner as reimbursement therefor, provided, however, that if such damage involves a loss in excess of U.S. $15,000,000 or its equivalent, the underwriters shall not make such payment without first obtaining the written consent thereto of the Mortgagee.

In the event of an actual or constructive total loss or a compromised or arranged total loss or requisition of title, in each case respecting a Vessel, or if the Mortgagee shall have given notice to underwriters that an Event of Default has occurred and is continuing under the relevant Ship Mortgage on such Vessel, all insurance payments shall be paid to the Mortgagee, for distribution by it to itself and then to the relevant Owner or others as their interests may appear in accordance with the terms of the Ship Mortgage.

“Intercreditor Agreement means that certain Amended and Restated Intercreditor Agreement, dated October 25, 2012, among Wells Fargo Bank, National Association, as collateral agent under the Existing Indenture, the 2012 Indenture, and the Term Loan Agreement, Royal Bank of Canada, as collateral agent under the Credit Agreement, Citibank, N.A., as administrative agent under the Term Loan Agreement, and acknowledged by the Offshore Group Investment Limited, Vantage Drilling Company, and each of the other guarantors party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

“Ship Mortgage” shall have the meaning set forth for such term in the Intercreditor Agreement.

NOTICE OF ASSIGNMENT OF INSURANCE – [            ]

SCHEDULE I

Description of Vessel

OWNER	VESSEL	OFF. NO	FLAG OF DOCUMENTATION
[                    ]	[                    ]	[        ]	[                    ]

#11756894_v1

NOTICE OF ASSIGNMENT OF INSURANCE – [            ]

EXHIBIT I-2 TO

SECOND TERM LOAN AGREEMENT

FORM OF ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

I-2-1

EXHIBIT I-2

FORM OF INSURANCE AND EARNINGS SUPPLEMENT

THIS INSURANCE AND EARNINGS SUPPLEMENT, dated as of the [        ] day of [        ], 20[        ] (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by (i) OFFSHORE GROUP INVESTMENT LIMITED, a Cayman Islands exempted company (together with its successors and permitted assigns, the “Company”), (ii) each owner of a Vessel and each Internal Charterer listed on the signature pages hereof (together with their respective successors and permitted assigns and the Parent, the “Guarantors”), and (iii) WELLS FARGO BANK, NATIONAL ASSOCIATION, as Pari Passu Collateral Agent for the Pari Passu Secured Parties referred to in the Intercreditor Agreement (as defined below) (the “Pari Passu Collateral Agent”).

PRELIMINARY STATEMENTS

1. Capitalized terms used herein and not defined herein have the respective meanings given to them in the Amended and Restated Intercreditor Agreement, dated as of October 25, 2012, among the Pari Passu Collateral Agent, Wells Fargo Bank, National Association, as New Trustee, New Noteholder Collateral Agent, Credit Agreement Collateral Agent, Term Loan Collateral Agent, Existing Trustee and Existing Noteholder Collateral Agent (as each such term is defined therein), Citibank, N.A., as Term Loan Agent (as defined therein) and Royal Bank of Canada, as Credit Agreement Agent (as defined therein), and as acknowledged and agreed by the Company, the Parent and the other Guarantors (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”).

2. The Company [intends to][has] (i) enter[ed] into (a) that certain Indenture, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “2013 Indenture”), with the Guarantors (as defined therein, including the Parent), Wells Fargo Bank, National Association, as trustee (in such capacity, the “2013 Indenture Trustee”) and collateral agent (in such capacity, the “2013 Indenture Collateral Agent”), pursuant to which the Company [shall][has] issue[d] new 7.125% senior secured notes due 2023 (the “2013 Notes”), (b) that certain Second Term Loan Agreement, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Second Term Loan Agreement”), with the Guarantors (as defined therein, including the Parent), Citibank, N.A., as administrative agent (in such capacity, the “Second Term Loan Agent”), Wells Fargo Bank, National Association, as collateral agent (in such capacity, the “Second Term Loan Collateral Agent”), and the financial institutions and other entities party thereto as lenders (the “Second Term Loan Lenders”), pursuant to which the Second Term Loan Lenders [will contemporaneously herewith make][have made] term loans in an aggregate original principal amount of $350,000,000 to the Company (the “Second Term Loans”), and (c) that certain Amended and Restated Credit Agreement, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “A&R Credit Agreement”), with the Guarantors (as defined therein, including the Parent), Royal Bank of Canada, as administrative agent (in such capacity, the “A&R Credit Agreement Agent”), and the financial institutions and other entities party thereto as lenders (the “A&R Credit Agreement Lenders”), which A&R Credit Agreement [shall] (1) amend[s] and restate[s] the Credit Agreement, dated as of June 21, 2012, among the Company, the Guarantors and the Credit Agreement Agent (the “Existing Credit Agreement”) and (2) permit[s] the Company to obtain revolving loans and letters of credit in an aggregate principal amount not to exceed $200,000,000, and (ii) deliver[ed] a notice to the Pari Passu Collateral Agent designating the 2013 Note Obligations (as defined below) and the Second Term Loan Obligations (as defined below) as “Other Pari Passu Obligations” for purposes of the Intercreditor Agreement and the Collateral Agreements (the “Designation Notice”).

3. Each Guarantor that is the owner of a Vessel has entered into an assignment of earnings dated [            ] (each a “Shipowner Assignment of Earnings” and, collectively, the “Shipowner Assignments of Earnings”) and an assignment of insurances dated [            ] (each, a “Shipowner Assignment of Insurances” and, collectively, the “Shipowner Assignments of Insurances”). The Guarantors that are Internal Charterers have together either entered into or joined an assignment of earnings dated [            ] (the “Internal Charterer Assignment of Earnings” and, collectively with the Shipowner Assignments of Earnings, the “Assignments of Earnings”) and an assignment of insurances dated [            ] (the “Internal Charterer Assignment of Insurances” and, collectively with the Shipowner Assignments of Insurances, the “Assignments of Insurances”), with respect to the insurances and earnings, respectively, to which each Internal Charterer has rights in respect of the relevant Vessel.

4. In connection with the Tungsten Explorer, Tungsten Explorer Company (the “TE Owner”) has entered into that certain (i) deed of assignment, dated February 1, 2013 (the “Deed of Assignment”) with the Pari Passu Collateral Agent (as defined therein) relating to the Construction Contract (as defined therein) and (ii) notice of assignment to Korea Finance Corporation, dated February 1, 2013 ( the “Refund Guarantee Assignment”, together with the Deed of Assignment, the “Tungsten Explorer Assignments”) respecting the Irrevocable Stand-by Letter of Credit No. SLGQA770010006 in favor of TE Owner for account of Daewoo Shipbuilding and Marine Engineering Co., Ltd, dated May 27, 2011 (the “Refund Guarantee”) issued by Korea Finance Corporation.

5. In connection with the issuance of the 2013 Notes, the making of the Second Term Loans, the amendment and restatement of the Existing Credit Agreement and the designation contemplated by the Designation Notice, the parties hereto desire to enter into this Agreement.

ARTICLE I

CONFIRMATIONS AND GRANTS

Section 1.1 Security Interest.

(a) Each Guarantor that is the owner of a Vessel or that is an Internal Charterer hereby confirms and agrees that the Secured Obligations (as defined in the Ship Mortgage covering each Vessel) shall include the 2013 Note Obligations, the Second Term Loan Obligations and the A&R Credit Agreement Obligations as each such term is defined below. For purposes of this Agreement, the term “2013 Note Obligations” has the meaning given to such term in the Designation Notice, (ii) the term “Second Term Loan Obligations” has the meaning given to such term in the Designation Notice and (iii) the term “A&R Credit Agreement Obligations” means the “Obligations” (as defined in the A&R Credit Agreement), the Collateral Agreements and any other related document or instrument executed and delivered pursuant to such Obligations or Collateral Agreements.

(b) The TE Owner hereby confirms and agrees that the Secured Liabilities (as defined in the Deed of Assignment) shall include the 2013 Note Obligations, the Second Term Loan Obligations and the A&R Credit Agreement Obligations.

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(c) Any Guarantor that owns a Vessel or that is an Internal Charterer hereby confirms and agrees that the Refund Guarantee Assignment shall secure the Secured Obligations (as defined in the Ship Mortgage covering each Vessel, and expanded upon in Section 1.1(a) of this Agreement) including the 2013 Note Obligations, the Second Term Loan Obligations and the A&R Credit Agreement Obligations.

Section 1.2 Collateral Grant.

(a) For the avoidance of doubt, each Guarantor that is the owner of a Vessel or that is an Internal Charterer, hereby pledges, assigns and transfers to the Pari Passu Collateral Agent, and hereby grants to the Pari Passu Collateral Agent (as defined herein), for the ratable benefit of the Secured Parties (as defined in the Security Agreement), including, without limitation, the holders of the 2013 Notes, the 2013 Indenture Trustee, the 2013 Indenture Collateral Agent, the Second Term Loan Agent, the Second Term Loan Collateral Agent, the Second Term Loan Lenders, the A&R Credit Agreement Agent and the A&R Credit Agreement Lenders, a security interest in all of the (i) Insurances (as defined in the Assignments of Insurances) and other amounts described in the Assignments of Insurances, and (ii) freights, hires and other moneys earned by the Vessels and other amounts more fully described in the Assignments of Earnings, in each case now owned or at any time hereafter acquired by such Guarantor or in which such Guarantor now has or at any time in the future may acquire any right, title or interest, and any proceeds thereof.

(b) The TE Owner, hereby pledges, assigns and transfers to the Pari Passu Collateral Agent, and hereby grants to the Pari Passu Collateral Agent, for the ratable benefit of the Secured Parties (as defined in the Security Agreement), including, without limitation, the holders of the 2013 Notes, the 2013 Indenture Trustee, the 2013 Indenture Collateral Agent, the Second Term Loan Agent, the Second Term Loan Collateral Agent, the Second Term Loan Lenders, the A&R Credit Agreement Agent and the A&R Credit Agreement Lenders, a security interest in all of (i) the Assigned Rights (as defined in the Deed of Assignment), and (ii) the proceeds of all drawings payable to the TE Owner under the Refund Guarantee, in each case now owned or at any time hereafter acquired by the TE Owner or in which the TE Owner now has or at any time in the future may acquire any right, title or interest, and any proceeds thereof.

(c) This Agreement secures, and the interests assigned by Guarantors that are internal charterers of Vessels, and the TE Owner, respectively, as applicable, in their respective Assignments of Insurances or Assignments of Earnings or Tungsten Explorer Assignments, as applicable, are collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepay, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code (as defined in the Security Agreement)), of (i) all Secured Obligations (as defined in the Ship Mortgage covering each Vessel, and expanded upon in Section 1.1(a) of this Agreement) or (ii) all Secured Liabilities (as defined in the Deed of Assignment covering the Tungsten Explorer) including, without limitation, the 2013 Note Obligations, the Second Term Loan Obligations and the A&R Credit Agreement Obligations.

ARTICLE II

MISCELLANEOUS

Section 2.1 Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS AGREEMENT.

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Section 2.2 Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which shall constitute one agreement, and shall constitute a binding agreement when executed by each of the parties hereto. Delivery of an executed signature page to this Agreement by facsimile or PDF via electronic transmission shall be as effective as delivery of a manually signed counterpart of this Agreement. Signatures of the parties hereto transmitted by facsimile or PDF via electronic transmission shall be deemed to be their original signatures for all purposes.

Section 2.3 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

Section 2.4 Headings. The descriptive headings of the several sections of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

Section 2.5 Submission to Jurisdiction; Waiver of Jury Trial. EACH OF THE PARTIES HERETO IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK CITY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT. NONE OF THE PARTIES HERETO SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENT AND EACH OF THE PARTIES HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO ANY SUCH JURY TRIAL, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE, TO THE EXTENT ANY SUCH PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION.

Section 2.6 Entire Agreement. This Agreement embodies the entire agreement and understanding among the parties hereto and supersedes all prior agreements and understandings related to the subject matter hereof.

[Signatures On Next Page]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above.

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Pari Passu Collateral Agent
By:
	Name:
	Title:

OFFSHORE GROUP INVESTMENT LIMITED, a Cayman Islands exempted company
By:
	Name: Douglas G. Smith
	Title: CFO and Treasurer
[GUARANTOR], a
[                             ]
By:
	Name:
	Title:

FORM OF

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

(this “Assignment”)

[                    ]

Each of the entities listed on Schedule I hereto and each entity who in the future becomes an Internal Charterer (as defined in the Mortgage defined below)(such existing Schedule I entities or future entities, each individually is called herein an “Assignor” and collectively, the “Assignors”), in consideration of One Dollar ($1.00) lawful money of the United States of America and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, has sold, assigned, transferred and set over, and by this instrument does sell, assign, transfer and set over unto Wells Fargo Bank, National Association, as (i) Noteholder Collateral Agent pursuant to the terms of the Existing Indenture (defined below) (in such capacity, the “Existing Noteholder Collateral Agent”), as (ii) Noteholder Collateral Agent pursuant to the terms of the 2012 Indenture (defined below) (in such capacity, the “New Noteholder Collateral Agent”), as (iii) Collateral Agent under the Term Loan Agreement (defined below) (in such capacity, the “Lender Collateral Agent”), and (iv) as Collateral Agent pursuant to the terms of the Credit Agreement (in such capacity, the “Collateral Agent”, together with the Existing Noteholder Collateral Agent, the New Noteholder Collateral Agent, and the Lender Collateral Agent, the “Pari Passu Collateral Agent”, as assignee (together with its successors and permitted assigns, in such capacity, the “Assignee), to its own proper use and benefit, and, as security for all of the Secured Obligations of such Assignor under, and in accordance with the terms of the Mortgage (as defined below), and to secure the performance and observance of all agreements, covenants and provisions contained in this Assignment, the Existing Indenture, the 2012 Indenture, the Term Loan Agreement, the Credit Agreement and the other Pari Passu Documents, all right, title and interest of such Assignors under, in and to (i) all insurances in respect of any of the Vessels listed on Schedule I hereto (individually a “Vessel” and collectively, the “Vessels”), whether heretofore, now or hereafter effected, and all renewals of or replacements for the same (the “Insurances”), (ii) all claims, returns of premium and other moneys and claims for moneys due and to become due under or in respect of the Insurances, (iii) all other rights of each such Assignor under or in respect of the Insurances, and (iv) any proceeds of any of the foregoing and all interest and earnings from the investment of any of the foregoing and the proceeds thereof.

The rights and obligations of the Assignors and the Assignee hereunder are governed by the terms of the Intercreditor Agreement (defined below).

Section 1. Certain Definitions. Capitalized terms used herein and not otherwise defined shall be used herein as defined in, or by reference in, the Mortgage (defined below). The following terms shall have the following meanings:

“Credit Agreement” means that certain Credit Agreement dated as of June 21, 2012, among the Issuer, as borrower, the Parent, the guarantors from time to time party thereto

(including the Assignor), the lenders from time to time party thereto, and Royal Bank of Canada, as collateral agent, and any and all successors thereto in such capacity, as the same has been and may hereafter be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.

“Existing Indenture” means that certain Indenture dated as of July 30, 2010, among the Issuer, the guarantors from time to time party thereto, and Wells Fargo Bank, National Association, as trustee and noteholder collateral agent, and any and all successors thereto in either such capacity, as the same has been and may be further amended, restated, supplemented.

“Intercreditor Agreement” means that certain Intercreditor Agreement dated October 25, 2012, among Wells Fargo Bank, National Association, as collateral agent under the Existing Indenture, the 2012 Indenture, and the Term Loan Agreement, Royal Bank of Canada, as collateral agent under the Credit Agreement, Citibank, N.A., as administrative agent under the Term Loan Agreement, and acknowledged by the Issuer, Parent, and each of the other guarantors party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

“Mortgage” means that certain First Naval Mortgage, dated October 25, 2012 by the Assignor, as Shipowner in favor of the Assignee, as Pari Passu Collateral Agent, as Mortgagee.

“Term Loan Agreement” means that certain Term Loan Agreement dated as of October 25, 2012, among the Issuer, as co-borrower, the US Borrower (as defined therein), the guarantors from time to time party thereto, the lenders from time to time party thereto, Citibank, N.A., as administrative agent, and Wells Fargo Bank, National Association, as collateral agent, as the same has been and may hereafter be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.

“2012 Indenture” means that certain Indenture dated as of October 25, 2012, among the Issuer, the guarantors from time to time party thereto, and Wells Fargo Bank, National Association, as trustee and noteholder collateral agent, and any and all successors thereto in either such capacity, as the same has been and may be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.

Section 1. Joint and Several Obligation. The obligations of each Assignor hereunder are joint and several and may be enforced separately whether or not enforcement action is or may be taken against any other Assignor.

Section 2. Representations, Warranties and Covenants. Each of the Assignors, jointly and severally, hereby warrants and represents that each of the Insurances is in full force and effect and is enforceable in accordance with its terms, and that such Assignor is not in default thereunder. Each such Assignor hereby further warrants and represents that neither it nor any other Guarantor or other Subsidiary of the Parent has assigned, pledged or in any way created or suffered to be created any security interest in the whole or any part of the right, title and interest hereby assigned, except for this assignment to the Assignee. Each such Assignor hereby covenants that, without the prior written consent thereto of the Assignee, so long as this Assignment shall remain in effect, it will not, and it will not permit any other Guarantor or

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Subsidiary of the Parent to, assign or pledge the whole or any part of the right, title and interest hereby assigned to anyone other than the Assignee or its successors or assigns, and it will not take or omit to take, or permit any other Guarantor or Subsidiary of the Parent to take or omit to take, any action, the taking or omission of which might result in an alteration or impairment of the Insurances in any material respect, or of this Assignment or of any of the rights created by the Insurances or this Assignment.

Each Assignor represents and warrants that all Internal Charterers of the Vessels as of the date hereof are listed on Schedule I hereto.

Each of the Assignors, jointly and severally, hereby further covenants and agrees that (i) notice of this Assignment shall be duly given to all underwriters and that where the consent of any underwriter is required pursuant to any of the Insurances assigned hereby it shall be obtained and evidence thereof shall be given to the Assignee, or, in the alternative, that in the case of protection and indemnity coverage each such Assignor shall obtain a letter of undertaking by the underwriters or clubs, and (ii) there shall be duly endorsed upon all slips, cover notes, policies, certificates of entry or other instruments issued or to be issued in connection with the Insurances assigned hereby the insurance loss payable clause in the form attached hereto. In all cases (except in the case of protection and indemnity coverage), unless otherwise agreed in writing by the Assignee, such slips, cover notes, notices, certificates of entry or other instruments shall show the Assignee as named assured and shall provide that there will be no recourse against the Assignee for payment of premiums, calls or assessments.

Each such Assignor agrees that at any time and from time to time each Assignor will promptly and duly execute and deliver any and all such further instruments and documents as the Assignee may reasonably request in order to obtain the full benefits of this Assignment and of the rights and powers herein granted.

Any payments made pursuant to the terms hereof shall be made to such account as may, from time to time, be designated by the Assignee.

Upon entering into an Internal Charter respecting any Vessel, each such Assignor will cause any Internal Charterer to execute and deliver to the Assignee an Assignment of Insurance substantially in the form hereof together with notice thereof, or to accede to and join this Assignment by executing an Accession Agreement in the form of Exhibit A hereto, to deliver such notice to underwriters and insurers and to take all actions necessary to perfect and maintain the perfection of the security interest of the Assignee in the insurances assigned thereunder. The obligations of any Internal Charterer to execute and deliver an Assignment of Insurance only under the preceding sentence shall be deemed satisfied by the execution and delivery of the Pari Passu Documents. However, the Assignor will deliver, or cause to be delivered, notice of such Assignment of Insurance by an Internal Charterer to the underwriters.

Section 3. Freedom of Assignee from Obligations. It is hereby expressly agreed that anything herein contained to the contrary notwithstanding, each such Assignor shall remain liable under the Insurances to perform all of the obligations assumed by it thereunder and the Assignee shall have no obligation or liability (including, without limitation, any obligation or liability with respect to the payment of premiums, calls or assessments) under the Insurances by

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reason of or arising out of this Assignment, nor shall the Assignee be required or obligated in any manner to perform or fulfill any obligations of such Assignor under or pursuant to the Insurances or to make any payment or to make any inquiry as to the nature or sufficiency of any payment received by the Assignee or to present or file any claim, or to take any other action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled hereunder at any time or times.

Section 4. Power of Attorney; Financing Statements. The Assignee, its successors and permitted assigns, are hereby constituted lawful attorneys, irrevocably, with full power (in the name of such Assignor or otherwise) to ask, require, demand, receive, compound and give acquittance for any and all moneys and claims for moneys due and to become due under or arising out of the Insurances, to endorse any check or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings which the Assignee may deem to be necessary or advisable in the premises. Any action or proceeding brought by the Assignee pursuant to any of the provisions hereof or of the Insurances or otherwise, and any claim made by the Assignee hereunder or under the Insurances, may be compromised, withdrawn or otherwise dealt with by the Assignee without any notice to, or approval, of such Assignor. Each such Assignor hereby irrevocably authorizes the Assignee, at such Assignor’s expense, to file, at any time and from time to time, such financing and continuation statements or perfection papers of similar purpose or effect relating to this Assignment, without such Assignor’s signature, as the Assignee at its option may deem appropriate and appoints the Assignee as the Assignor’s attorney-in-fact to execute any such statements in the Assignor’s name and to perform all other acts which the Assignee may deem appropriate to perfect and continue the security interests conferred hereby. Notwithstanding the foregoing authorization and appointment, each such Assignor shall at their own expense file all financing and continuation statements or perfection papers of similar purpose or effect and give such notices relating to this Assignment, and perform all other acts, necessary or appropriate to perfect and continue the security interest conferred hereby.

Section 5. Irrevocable Assignment. The powers and authority granted to the Assignee herein have been given for a valuable consideration and are hereby declared to be irrevocable and may not be amended or waived except by an instrument in writing signed by the party against whom enforcement is sought.

Section 6. Conditions of Assignment. Unless and until an Event of Default shall have occurred and be continuing under a Mortgage covering such Vessel given by such Assignor to the Assignee, as collateral agent and mortgagee, such Assignor shall be entitled to exercise all its rights under the Insurances (subject to the provisions of this Assignment) in all respects as if this Assignment had not been made.

Section 7. Governing Law.

(a) This Assignment shall be construed in accordance with and governed by the laws of the State of New York, United States of America, without regard to its conflict of laws rules (other than Section 5-1401 of the New York General Obligations Law). Each Assignor hereby irrevocably submits itself to the non-exclusive jurisdiction of any New York State or Federal court sitting in New York County and any appellate court from any thereof, for

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the purposes of (and solely for the purposes of) any suit, action or other proceeding arising out of, or relating to, this Assignment or any of the transactions contemplated hereby, hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard in such New York State or Federal court and hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum, or that the venue of such suit, action or proceeding is improper, or that this Assignment or the subject matter hereof may not be enforced in or by such courts. Each Assignor irrevocably consents to the service of any and all process in any suit, action or proceeding arising out of or relating to this Assignment or any other Pari Passu Document to which such Assignor is a party by the mailing of copies of such process to such Assignor at its address specified in Section 9 hereof. Each Assignor agrees that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this paragraph shall affect the right of the Assignee to serve legal process in any other manner permitted by law or affect the right of the Assignee to bring any action or proceeding against any Assignor or its property in the courts of any other jurisdiction.

(b) BY ITS SIGNATURE BELOW WRITTEN EACH ASSIGNOR HEREBY IRREVOCABLY WAIVES UNDER APPLICABLE LAW ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS ASSIGNMENT, OR ANY OTHER PARI PASSU DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Section 8. Notices. All notices or other communications required or permitted to be made or given hereunder shall be made in writing, in English, and personally delivered to an officer or other responsible employee of the addressee, or sent, by registered air mail, return receipt requested, postage prepaid, facsimile transmission, or other direct written electronic means to the applicable address set forth under such party’s name below, or to such other address as any party hereto may from time to time designate to the others in such manner:

If to the Assignee:

Wells Fargo Bank, N.A.

Corporate, Municipal & Escrow Services

750 N. St. Paul Place, Suite 1750

MAC T9263-170

Dallas, TX 75201

Telephone: (214) 756-7430

Telecopier  (214) 756-7401

Electronic Mail: patrick.giordano@wellsfargo.com

with copy to:

Haynes and Boone, LLP

201 Main St., Suite 2200

Fort Worth, TX 76102

Attention: William D. Greenhill

Telephone: (817) 347-6602

Telecopier: (817) 348-2321

Electronic Mail: william.greenhill@haynesboone.com

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If to the Assignor:

Vantage Drilling Company

777 Post Oak Blvd., Suite 800

Houston, Texas 77056

Attention: Douglas Smith, Chief Financial Officer

Telephone: (281) 404-4700

Telecopier: (281) 404-4749

Electronic mail: dsmith@vantagedrilling.com

with a copy to:

Fulbright & Jaworski L.L.P.

Fulbright Tower

1301 McKinney, Suite 5100

Houston, Texas 77010

Attention: Joshua P. Agrons, Esq.

Telephone:  1 713 651 5151

Telecopier:  1 713 651 5246

Electronic Mail: jagrons@fulbright.com

Any communication personally delivered shall be deemed to have been validly and effectively given or delivered on the date of such delivery. Any communication transmitted by facsimile, or other direct written electronic means, or by registered air mail, shall be deemed to have been validly and effectively given or delivered on the day when received.

Section 9. Headings. The division of this Assignment into sections and the insertion of headings are for convenience of reference only and shall not affect the interpretation or construction of this Assignment.

Section 10. Termination. This Assignment shall create a continuing security interest and shall (a) remain in full force and effect until the payment in full in cash of the Secured Obligations of each Assignor under, and in accordance with the terms of, the Pari Passu Documents, at which time this Assignment shall automatically terminate without any further action by any party; (b) be binding upon each Assignor and its successors, transferees and assigns; and (c) inure, together with the rights and remedies of the Assignee hereunder, to the benefit of and be binding upon, the Assignee and its respective successors, transferees, and assigns. Without limiting the generality of the foregoing clause, when the Assignee assigns or otherwise transfers any interest held by it under the Pari Passu Documents to any other Person pursuant to the terms of the Pari Passu Documents, that other Person shall thereupon become vested with all the benefits held by such Assignee under this Assignment.

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Section 11. Incorporation of Protections in Other Pari Passu Documents. This Assignment shall constitute one of the Pari Passu Documents. Any rights or protections, including, without limitation, all indemnities and rights to reimbursement that may be granted to the Assignee in its capacity as the Noteholder Collateral Agent under any of the Pari Passu Documents shall be deemed incorporated herein. Any proceeds received by the Assignee upon the exercise of rights hereunder shall be applied by the Assignee in accordance with the terms of the Intercreditor Agreement.

Section 12. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN TO THE CONTRARY, IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF (A) THIS ASSIGNMENT AND (B) ANY OF THE EXISTING INDENTURE, THE 2012 INDENTURE, THE TERM LOAN AGREEMENT, OR THE CREDIT AGREEMENT, THE PROVISIONS OF THE EXISTING INDENTURE, THE 2012 INDENTURE, THE TERM LOAN AGREEMENT, OR THE CREDIT AGREEMENT, AS APPLICABLE, SHALL CONTROL WITH RESPECT THERETO (BUT SHALL NOT CONTROL AS SUCH PROVISION MAY APPLY TO ANY OTHER SUCH INDENTURE OR AGREEMENT), UNLESS THE PROVISIONS OF SUCH INCONSISTENT INDENTURE OR AGREEMENT ARE INCONSISTENT WITH THE INTERCREDITOR AGREEMENT, IN WHICH CASE, THE INTERCREDITOR AGREEMENT SHALL CONTROL.

Section 13. Counterparts. This Assignment and the Acceptance hereof may be executed in one or more counterparts and all such counterparts shall constitute one and the same instrument.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the Assignors have caused this Assignment to be duly executed, by the Assignors by way of deed, on the date first written above.

EXECUTED AS A DEED by:

OFFSHORE GROUP INVESTMENT LIMITED

By:

Name:

Title:

In the presence of:

Witness:

Name:

Occupation:

VANTAGE DRILLER I CO.

By:

Name:

Title:

In the presence of:

Witness:

Name:

Occupation:

VANTAGE DRILLER IV CO.

By:

Name:

Title:

In the presence of:

Witness:

Name:

Occupation:

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

VANTAGE DRILLING NETHERLANDS BV

By:

Name:

Title:

In the presence of:

Witness:

Name:

Occupation:

VANTAGE DRILLING (MALAYSIA) I SDN.

By:

Name:

Title:

In the presence of:

Witness:

Name:

Occupation:

VANTAGE DRILLING LABUAN I LTD. SDN.

By:

Name:

Title:

In the presence of:

Witness:

Name:

Occupation:

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

VANTAGE DEEPWATER DRILLING, INC.

By:

Name:

Title:

In the presence of:

Witness:

Name:

Occupation:

The terms and conditions of this Assignment are hereby

ACCEPTED BY:

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Pari Passu Collateral Agent, as Assignee

By:

Name:

Title:

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

SCHEDULE I

Internal Charterer

Offshore Group Investment Limited

Vantage Driller I Co.

Vantage Driller IV Co.

Vantage Drilling Netherlands BV

Vantage Drilling (Malaysia) I SDN

Vantage Drilling Labuan I Ltd

Vantage Deepwater Drilling, Inc.

Vessels:

Aquamarine Driller

Emerald Driller

Sapphire Driller

Topaz Driller

Platinum Explorer

Titanium Explorer

Schedule I

ASSIGNMENT OF INSURANCES BY INTERNAL CHARTERERS

NOTICE OF ASSIGNMENT

To Whom It May Concern:

Offshore Group Investment Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Assignor”), HEREBY GIVES NOTICE that by an Assignment, dated October 25, 2012, and made by the Assignor to Wells Fargo Bank, National Association (the “Assignee”), as Pari Passu Collateral Agent (as defined under the Intercreditor Agreement defined below), the Assignor assigned to the Assignee all of the Assignor’s right, title and interest in and to all insurances and the benefit of all insurances heretofore, now or hereafter taken out in respect its interest, if any, in the Panamanian flag vessels AQUAMARINE DRILLER, SAPPHIRE DRILLER, EMERALD DRILLER and TOPAZ DRILLER and the Bahamian flag vessels TITANIUM EXPLORER and PLATINUM EXPLORER and all proceeds thereof. This Notice and the attached Loss Payable Clauses are to be endorsed on all policies and certificates of entry evidencing such insurances.

“Intercreditor Agreement means that certain Amended and Restated Intercreditor Agreement, dated October 25, 2012, among Wells Fargo Bank, National Association, as collateral agent under the Existing Indenture, the 2012 Indenture, and the Term Loan Agreement, Royal Bank of Canada, as collateral agent under the Credit Agreement, Citibank, N.A., as administrative agent under the Term Loan Agreement, and acknowledged by the Offshore Group Investment Limited, Vantage Drilling Company, and each of the other guarantors party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

[Signature Page Follows]

Notice of Assignment

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

[Offshore Group Investment Limited]

Offshore Group Investment Limited

By:

Name:

Title:

Notice of Assignment

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

[Offshore Group Investment Limited]

LOSS PAYABLE CLAUSE

Loss, if any, payable to Wells Fargo Bank, National Association, as Pari Passu Collateral Agent and mortgagee (the “Mortgagee”), respecting any of the vessels AQUAMARINE DRILLER, TOPAZ DRILLER, EMERALD DRILLER, SAPPHIRE DRILLER, PLATINUM EXPLORER and TITANIUM EXPLORER (the “Vessels”), under each respective Ship Mortgage (as defined below) for distribution by the Mortgagee first to itself and then to the owner of such Vessel (the “Owner”) or others as their interests may appear, or order, except that, unless the underwriters have been otherwise instructed by notice in writing from the Mortgagee, in the case of any loss involving any damage to a Vessel or liability of a Vessel, the underwriters may pay directly for the repair, salvage, liability or other charges involved or, if the Owner shall have first fully repaired the damage and paid the cost thereof, or discharged the liability or paid all of the salvage or other charges, then the underwriters may pay the Owner as reimbursement therefor, provided, however, that if such damage involves a loss in excess of U.S. $15,000,000 or its equivalent, the underwriters shall not make such payment without first obtaining the written consent thereto of the Mortgagee.

In the event of an actual or constructive total loss or a compromised or arranged total loss or requisition of title, in each case respecting a Vessel, or if the Mortgagee shall have given notice to underwriters that an Event of Default has occurred and is continuing under the relevant Ship Mortgage on such Vessel, all insurance payments shall be paid to the Mortgagee, for distribution by it to itself and then to the relevant Owner or others as their interests may appear in accordance with the terms of the Ship Mortgage.

“Intercreditor Agreement means that certain Amended and Restated Intercreditor Agreement, dated October 25, 2012, among Wells Fargo Bank, National Association, as collateral agent under the Existing Indenture, the 2012 Indenture, and the Term Loan Agreement, Royal Bank of Canada, as collateral agent under the Credit Agreement, Citibank, N.A., as administrative agent under the Term Loan Agreement, and acknowledged by the Offshore Group Investment Limited, Vantage Drilling Company, and each of the other guarantors party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

“Ship Mortgage” shall have the meaning set forth for such term in the Intercreditor Agreement.

Loss Payable Clauses

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

Offshore Group Investment Limited

NOTICE OF ASSIGNMENT

To Whom It May Concern:

Vantage Driller I Co., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Assignor”), HEREBY GIVES NOTICE that by an Assignment, dated October 25, 2012, and made by the Assignor to Wells Fargo Bank, National Association (the “Assignee”), as Pari Passu Collateral Agent (as defined under the Intercreditor Agreement defined below), the Assignor assigned to the Assignee all of the Assignor’s right, title and interest in and to all insurances and the benefit of all insurances heretofore, now or hereafter taken out in respect of the Panamanian flag vessel EMERALD DRILLER and all proceeds thereof. This Notice and the attached Loss Payable Clauses are to be endorsed on all policies and certificates of entry evidencing such insurances.

“Intercreditor Agreement means that certain Amended and Restated Intercreditor Agreement, dated October 25, 2012, among Wells Fargo Bank, National Association, as collateral agent under the Existing Indenture, the 2012 Indenture, and the Term Loan Agreement, Royal Bank of Canada, as collateral agent under the Credit Agreement, Citibank, N.A., as administrative agent under the Term Loan Agreement, and acknowledged by the Offshore Group Investment Limited, Vantage Drilling Company, and each of the other guarantors party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

[Signature Page Follows]

Notice of Assignment

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

Vantage Driller I Co.

Vantage Driller I Co.

By:

Name:

Title:

Notice of Assignment

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

Vantage Driller I Co.

LOSS PAYABLE CLAUSE

Loss, if any, payable to Wells Fargo Bank, National Association, as Pari Passu Collateral Agent and mortgagee (the “Mortgagee”), respecting any of the vessels AQUAMARINE DRILLER, TOPAZ DRILLER, EMERALD DRILLER, SAPPHIRE DRILLER, PLATINUM EXPLORER and TITANIUM EXPLORER (the “Vessels”), under each respective Ship Mortgage (as defined below) for distribution by the Mortgagee first to itself and then to the owner of such Vessel (the “Owner”) or others as their interests may appear, or order, except that, unless the underwriters have been otherwise instructed by notice in writing from the Mortgagee, in the case of any loss involving any damage to a Vessel or liability of a Vessel, the underwriters may pay directly for the repair, salvage, liability or other charges involved or, if the Owner shall have first fully repaired the damage and paid the cost thereof, or discharged the liability or paid all of the salvage or other charges, then the underwriters may pay the Owner as reimbursement therefor, provided, however, that if such damage involves a loss in excess of U.S. $15,000,000 or its equivalent, the underwriters shall not make such payment without first obtaining the written consent thereto of the Mortgagee.

In the event of an actual or constructive total loss or a compromised or arranged total loss or requisition of title, in each case respecting a Vessel, or if the Mortgagee shall have given notice to underwriters that an Event of Default has occurred and is continuing under the relevant Ship Mortgage on such Vessel, all insurance payments shall be paid to the Mortgagee, for distribution by it to itself and then to the relevant Owner or others as their interests may appear in accordance with the terms of the Ship Mortgage.

“Intercreditor Agreement means that certain Amended and Restated Intercreditor Agreement, dated October 25, 2012, among Wells Fargo Bank, National Association, as collateral agent under the Existing Indenture, the 2012 Indenture, and the Term Loan Agreement, Royal Bank of Canada, as collateral agent under the Credit Agreement, Citibank, N.A., as administrative agent under the Term Loan Agreement, and acknowledged by the Offshore Group Investment Limited, Vantage Drilling Company, and each of the other guarantors party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

“Ship Mortgage” shall have the meaning set forth for such term in the Intercreditor Agreement.

Notice of Assignment

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

Vantage Driller I Co.

NOTICE OF ASSIGNMENT

To Whom It May Concern:

Vantage Driller IV Co., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Assignor”), HEREBY GIVES NOTICE that by an Assignment, dated October 25, 2012, and made by the Assignor to Wells Fargo Bank, National Association (the “Assignee”), as Pari Passu Collateral Agent (as defined under the Intercreditor Agreement defined below), the Assignor assigned to the Assignee all of the Assignor’s right, title and interest in and to all insurances and the benefit of all insurances heretofore, now or hereafter taken out in respect of the Panamanian flag vessel TOPAZ DRILLER and all proceeds thereof. This Notice and the attached Loss Payable Clauses are to be endorsed on all policies and certificates of entry evidencing such insurances.

“Intercreditor Agreement means that certain Amended and Restated Intercreditor Agreement, dated October 25, 2012, among Wells Fargo Bank, National Association, as collateral agent under the Existing Indenture, the 2012 Indenture, and the Term Loan Agreement, Royal Bank of Canada, as collateral agent under the Credit Agreement, Citibank, N.A., as administrative agent under the Term Loan Agreement, and acknowledged by the Offshore Group Investment Limited, Vantage Drilling Company, and each of the other guarantors party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

[Signature Page Follows]

Notice of Assignment

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

Vantage Driller IV Co.

Vantage Driller IV Co.

By:

Name:

Title:

Notice of Assignment

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

Vantage Driller IV Co.

LOSS PAYABLE CLAUSE

Loss, if any, payable to Wells Fargo Bank, National Association, as Pari Passu Collateral Agent and mortgagee (the “Mortgagee”), respecting any of the vessels AQUAMARINE DRILLER, TOPAZ DRILLER, EMERALD DRILLER, SAPPHIRE DRILLER, PLATINUM EXPLORER and TITANIUM EXPLORER (the “Vessels”), under each respective Ship Mortgage (as defined below) for distribution by the Mortgagee first to itself and then to the owner of such Vessel (the “Owner”) or others as their interests may appear, or order, except that, unless the underwriters have been otherwise instructed by notice in writing from the Mortgagee, in the case of any loss involving any damage to a Vessel or liability of a Vessel, the underwriters may pay directly for the repair, salvage, liability or other charges involved or, if the Owner shall have first fully repaired the damage and paid the cost thereof, or discharged the liability or paid all of the salvage or other charges, then the underwriters may pay the Owner as reimbursement therefor, provided, however, that if such damage involves a loss in excess of U.S. $15,000,000 or its equivalent, the underwriters shall not make such payment without first obtaining the written consent thereto of the Mortgagee.

In the event of an actual or constructive total loss or a compromised or arranged total loss or requisition of title, in each case respecting a Vessel, or if the Mortgagee shall have given notice to underwriters that an Event of Default has occurred and is continuing under the relevant Ship Mortgage on such Vessel, all insurance payments shall be paid to the Mortgagee, for distribution by it to itself and then to the relevant Owner or others as their interests may appear in accordance with the terms of the Ship Mortgage.

“Intercreditor Agreement means that certain Amended and Restated Intercreditor Agreement, dated October 25, 2012, among Wells Fargo Bank, National Association, as collateral agent under the Existing Indenture, the 2012 Indenture, and the Term Loan Agreement, Royal Bank of Canada, as collateral agent under the Credit Agreement, Citibank, N.A., as administrative agent under the Term Loan Agreement, and acknowledged by the Offshore Group Investment Limited, Vantage Drilling Company, and each of the other guarantors party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

“Ship Mortgage” shall have the meaning set forth for such term in the Intercreditor Agreement.

Notice of Assignment

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

Vantage Driller IV Co.

NOTICE OF ASSIGNMENT

To Whom It May Concern:

Vantage Drilling Netherlands BV, an exempted company incorporated with limited liability under the laws of the Netherlands (the “Assignor”), HEREBY GIVES NOTICE that by an Assignment, dated October 25, 2012, and made by the Assignor to Wells Fargo Bank, National Association (the “Assignee”), as Pari Passu Collateral Agent (as defined under the Intercreditor Agreement defined below), the Assignor assigned to the Assignee all of the Assignor’s right, title and interest in and to all insurances and the benefit of all insurances heretofore, now or hereafter taken out in respect of the Panamanian flag vessel EMERALD DRILLER and all proceeds thereof. This Notice and the attached Loss Payable Clauses are to be endorsed on all policies and certificates of entry evidencing such insurances.

“Intercreditor Agreement means that certain Amended and Restated Intercreditor Agreement, dated October 25, 2012, among Wells Fargo Bank, National Association, as collateral agent under the Existing Indenture, the 2012 Indenture, and the Term Loan Agreement, Royal Bank of Canada, as collateral agent under the Credit Agreement, Citibank, N.A., as administrative agent under the Term Loan Agreement, and acknowledged by the Offshore Group Investment Limited, Vantage Drilling Company, and each of the other guarantors party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

[Signature Page Follows]

Notice of Assignment

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

Vantage Drilling Netherlands BV

Vantage Drilling Netherlands BV

By:

Name:

Title:

Notice of Assignment

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

Vantage Drilling Netherlands BV

LOSS PAYABLE CLAUSE

Loss, if any, payable to Wells Fargo Bank, National Association, as Pari Passu Collateral Agent and mortgagee (the “Mortgagee”), respecting any of the vessels AQUAMARINE DRILLER, TOPAZ DRILLER, EMERALD DRILLER, SAPPHIRE DRILLER, PLATINUM EXPLORER and TITANIUM EXPLORER (the “Vessels”), under each respective Ship Mortgage (as defined below) for distribution by the Mortgagee first to itself and then to the owner of such Vessel (the “Owner”) or others as their interests may appear, or order, except that, unless the underwriters have been otherwise instructed by notice in writing from the Mortgagee, in the case of any loss involving any damage to a Vessel or liability of a Vessel, the underwriters may pay directly for the repair, salvage, liability or other charges involved or, if the Owner shall have first fully repaired the damage and paid the cost thereof, or discharged the liability or paid all of the salvage or other charges, then the underwriters may pay the Owner as reimbursement therefor, provided, however, that if such damage involves a loss in excess of U.S. $15,000,000 or its equivalent, the underwriters shall not make such payment without first obtaining the written consent thereto of the Mortgagee.

In the event of an actual or constructive total loss or a compromised or arranged total loss or requisition of title, in each case respecting a Vessel, or if the Mortgagee shall have given notice to underwriters that an Event of Default has occurred and is continuing under the relevant Ship Mortgage on such Vessel, all insurance payments shall be paid to the Mortgagee, for distribution by it to itself and then to the relevant Owner or others as their interests may appear in accordance with the terms of the Ship Mortgage.

“Intercreditor Agreement means that certain Amended and Restated Intercreditor Agreement, dated October 25, 2012, among Wells Fargo Bank, National Association, as collateral agent under the Existing Indenture, the 2012 Indenture, and the Term Loan Agreement, Royal Bank of Canada, as collateral agent under the Credit Agreement, Citibank, N.A., as administrative agent under the Term Loan Agreement, and acknowledged by the Offshore Group Investment Limited, Vantage Drilling Company, and each of the other guarantors party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

“Ship Mortgage” shall have the meaning set forth for such term in the Intercreditor Agreement.

Notice of Assignment

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

Vantage Drilling Netherlands BV

NOTICE OF ASSIGNMENT

To Whom It May Concern:

Vantage Drilling (Malaysia) I SDN, a private company limited by shares duly incorporated with limited liability under the laws of Malaysia (the “Assignor”), HEREBY GIVES NOTICE that by an Assignment, dated October 25, 2012, and made by the Assignor to Wells Fargo Bank, National Association (the “Assignee”), as Pari Passu Collateral Agent (as defined under the Intercreditor Agreement defined below), the Assignor assigned to the Assignee all of the Assignor’s right, title and interest in and to all insurances and the benefit of all insurances heretofore, now or hereafter taken out in respect of the Panamanian flag vessels AQUAMARINE DRILLER and TOPAZ DRILLER and all proceeds thereof. This Notice and the attached Loss Payable Clauses are to be endorsed on all policies and certificates of entry evidencing such insurances.

“Intercreditor Agreement means that certain Amended and Restated Intercreditor Agreement, dated October 25, 2012, among Wells Fargo Bank, National Association, as collateral agent under the Existing Indenture, the 2012 Indenture, and the Term Loan Agreement, Royal Bank of Canada, as collateral agent under the Credit Agreement, Citibank, N.A., as administrative agent under the Term Loan Agreement, and acknowledged by the Offshore Group Investment Limited, Vantage Drilling Company, and each of the other guarantors party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

[Signature Page Follows]

Notice of Assignment

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

Vantage Drilling (Malaysia) I SDN

Vantage Drilling (Malaysia) I SDN

By:

Name:

Title:

Notice of Assignment

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

Vantage Drilling (Malaysia) I SDN

LOSS PAYABLE CLAUSE

Loss, if any, payable to Wells Fargo Bank, National Association, as Pari Passu Collateral Agent and mortgagee (the “Mortgagee”), respecting any of the vessels AQUAMARINE DRILLER, TOPAZ DRILLER, EMERALD DRILLER, SAPPHIRE DRILLER, PLATINUM EXPLORER and TITANIUM EXPLORER (the “Vessels”), under each respective Ship Mortgage (as defined below) for distribution by the Mortgagee first to itself and then to the owner of such Vessel (the “Owner”) or others as their interests may appear, or order, except that, unless the underwriters have been otherwise instructed by notice in writing from the Mortgagee, in the case of any loss involving any damage to a Vessel or liability of a Vessel, the underwriters may pay directly for the repair, salvage, liability or other charges involved or, if the Owner shall have first fully repaired the damage and paid the cost thereof, or discharged the liability or paid all of the salvage or other charges, then the underwriters may pay the Owner as reimbursement therefor, provided, however, that if such damage involves a loss in excess of U.S. $15,000,000 or its equivalent, the underwriters shall not make such payment without first obtaining the written consent thereto of the Mortgagee.

In the event of an actual or constructive total loss or a compromised or arranged total loss or requisition of title, in each case respecting a Vessel, or if the Mortgagee shall have given notice to underwriters that an Event of Default has occurred and is continuing under the relevant Ship Mortgage on such Vessel, all insurance payments shall be paid to the Mortgagee, for distribution by it to itself and then to the relevant Owner or others as their interests may appear in accordance with the terms of the Ship Mortgage.

“Intercreditor Agreement means that certain Amended and Restated Intercreditor Agreement, dated October 25, 2012, among Wells Fargo Bank, National Association, as collateral agent under the Existing Indenture, the 2012 Indenture, and the Term Loan Agreement, Royal Bank of Canada, as collateral agent under the Credit Agreement, Citibank, N.A., as administrative agent under the Term Loan Agreement, and acknowledged by the Offshore Group Investment Limited, Vantage Drilling Company, and each of the other guarantors party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

“Ship Mortgage” shall have the meaning set forth for such term in the Intercreditor Agreement.

Notice of Assignment

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

Vantage Drilling (Malaysia) I SDN

NOTICE OF ASSIGNMENT

To Whom It May Concern:

Vantage Drilling Labuan I Ltd, a Labuan company limited by shares duly incorporated under the laws of Malaysia (the “Assignor”), HEREBY GIVES NOTICE that by an Assignment, dated October 25, 2012, and made by the Assignor to Wells Fargo Bank, National Association (the “Assignee”), as Pari Passu Collateral Agent (as defined under the Intercreditor Agreement defined below), the Assignor assigned to the Assignee all of the Assignor’s right, title and interest in and to all insurances and the benefit of all insurances heretofore, now or hereafter taken out in respect of the Panamanian flag vessels AQUAMARINE DRILLER and TOPAZ DRILLER and all proceeds thereof. This Notice and the attached Loss Payable Clauses are to be endorsed on all policies and certificates of entry evidencing such insurances.

“Intercreditor Agreement means that certain Amended and Restated Intercreditor Agreement, dated October 25, 2012, among Wells Fargo Bank, National Association, as collateral agent under the Existing Indenture, the 2012 Indenture, and the Term Loan Agreement, Royal Bank of Canada, as collateral agent under the Credit Agreement, Citibank, N.A., as administrative agent under the Term Loan Agreement, and acknowledged by the Offshore Group Investment Limited, Vantage Drilling Company, and each of the other guarantors party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

[Signature Page Follows]

Notice of Assignment

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

Vantage Drilling Labuan I Ltd

Vantage Drilling Labuan I Ltd

By:

Name:

Title:

Notice of Assignment

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

Vantage Drilling Labuan I Ltd

LOSS PAYABLE CLAUSE

Loss, if any, payable to Wells Fargo Bank, National Association, as Pari Passu Collateral Agent and mortgagee (the “Mortgagee”), respecting any of the vessels AQUAMARINE DRILLER, TOPAZ DRILLER, EMERALD DRILLER, SAPPHIRE DRILLER, PLATINUM EXPLORER and TITANIUM EXPLORER (the “Vessels”), under each respective Ship Mortgage (as defined below) for distribution by the Mortgagee first to itself and then to the owner of such Vessel (the “Owner”) or others as their interests may appear, or order, except that, unless the underwriters have been otherwise instructed by notice in writing from the Mortgagee, in the case of any loss involving any damage to a Vessel or liability of a Vessel, the underwriters may pay directly for the repair, salvage, liability or other charges involved or, if the Owner shall have first fully repaired the damage and paid the cost thereof, or discharged the liability or paid all of the salvage or other charges, then the underwriters may pay the Owner as reimbursement therefor, provided, however, that if such damage involves a loss in excess of U.S. $15,000,000 or its equivalent, the underwriters shall not make such payment without first obtaining the written consent thereto of the Mortgagee.

In the event of an actual or constructive total loss or a compromised or arranged total loss or requisition of title, in each case respecting a Vessel, or if the Mortgagee shall have given notice to underwriters that an Event of Default has occurred and is continuing under the relevant Ship Mortgage on such Vessel, all insurance payments shall be paid to the Mortgagee, for distribution by it to itself and then to the relevant Owner or others as their interests may appear in accordance with the terms of the Ship Mortgage.

“Intercreditor Agreement means that certain Amended and Restated Intercreditor Agreement, dated October 25, 2012, among Wells Fargo Bank, National Association, as collateral agent under the Existing Indenture, the 2012 Indenture, and the Term Loan Agreement, Royal Bank of Canada, as collateral agent under the Credit Agreement, Citibank, N.A., as administrative agent under the Term Loan Agreement, and acknowledged by the Offshore Group Investment Limited, Vantage Drilling Company, and each of the other guarantors party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

“Ship Mortgage” shall have the meaning set forth for such term in the Intercreditor Agreement.

Notice of Assignment

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

Vantage Drilling Labuan I Ltd

NOTICE OF ASSIGNMENT

To Whom It May Concern:

Vantage Deepwater Drilling Inc., a Delaware corporation (the “Assignor”), HEREBY GIVES NOTICE that by an Assignment, dated October 25, 2012, and made by the Assignor to Wells Fargo Bank, National Association (the “Assignee”), as Pari Passu Collateral Agent (as defined under the Intercreditor Agreement defined below), the Assignor assigned to the Assignee all of the Assignor’s right, title and interest in and to all insurances and the benefit of all insurances heretofore, now or hereafter taken out in respect of the Bahamian flag vessel TITANIUM EXPLORER and all proceeds thereof. This Notice and the attached Loss Payable Clauses are to be endorsed on all policies and certificates of entry evidencing such insurances.

“Intercreditor Agreement means that certain Amended and Restated Intercreditor Agreement, dated October 25, 2012, among Wells Fargo Bank, National Association, as collateral agent under the Existing Indenture, the 2012 Indenture, and the Term Loan Agreement, Royal Bank of Canada, as collateral agent under the Credit Agreement, Citibank, N.A., as administrative agent under the Term Loan Agreement, and acknowledged by the Offshore Group Investment Limited, Vantage Drilling Company, and each of the other guarantors party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

[Signature Page Follows]

Notice of Assignment

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

Vantage Deepwater Drilling Inc.

Vantage Deepwater Drilling, Inc.

By:

Name:

Title:

Notice of Assignment

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

Vantage Deepwater Drilling Inc.

LOSS PAYABLE CLAUSE

Loss, if any, payable to Wells Fargo Bank, National Association, as Pari Passu Collateral Agent and mortgagee (the “Mortgagee”), respecting any of the vessels AQUAMARINE DRILLER, TOPAZ DRILLER, EMERALD DRILLER, SAPPHIRE DRILLER, PLATINUM EXPLORER and TITANIUM EXPLORER (the “Vessels”), under each respective Ship Mortgage (as defined below) for distribution by the Mortgagee first to itself and then to the owner of such Vessel (the “Owner”) or others as their interests may appear, or order, except that, unless the underwriters have been otherwise instructed by notice in writing from the Mortgagee, in the case of any loss involving any damage to a Vessel or liability of a Vessel, the underwriters may pay directly for the repair, salvage, liability or other charges involved or, if the Owner shall have first fully repaired the damage and paid the cost thereof, or discharged the liability or paid all of the salvage or other charges, then the underwriters may pay the Owner as reimbursement therefor, provided, however, that if such damage involves a loss in excess of U.S. $15,000,000 or its equivalent, the underwriters shall not make such payment without first obtaining the written consent thereto of the Mortgagee.

In the event of an actual or constructive total loss or a compromised or arranged total loss or requisition of title, in each case respecting a Vessel, or if the Mortgagee shall have given notice to underwriters that an Event of Default has occurred and is continuing under the relevant Ship Mortgage on such Vessel, all insurance payments shall be paid to the Mortgagee, for distribution by it to itself and then to the relevant Owner or others as their interests may appear in accordance with the terms of the Ship Mortgage.

“Intercreditor Agreement means that certain Amended and Restated Intercreditor Agreement, dated October 25, 2012, among Wells Fargo Bank, National Association, as collateral agent under the Existing Indenture, the 2012 Indenture, and the Term Loan Agreement, Royal Bank of Canada, as collateral agent under the Credit Agreement, Citibank, N.A., as administrative agent under the Term Loan Agreement, and acknowledged by the Offshore Group Investment Limited, Vantage Drilling Company, and each of the other guarantors party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

“Ship Mortgage” shall have the meaning set forth for such term in the Intercreditor Agreement.

Notice of Assignment

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

Vantage Deepwater Drilling Inc.

EXHIBIT A

ACCESSION AGREEMENT FOR

ASSIGNMENT OF INSURANCES BY INTERNAL CHARTERERS

ACCESSION AGREEMENT FOR ASSIGNMENT OF INSURANCES BY INTERNAL CHARTERERS, dated effective as of [            ]    , 2012 (this “Accession Agreement”), by [relevant assignor] (the “New Assignor”), and Wells Fargo Bank, National Association, as Pari Passu Collateral Agent (together with its successors and permitted assigns, in such capacity, the “Assignee”).

WHEREAS:

A. The Assignors listed on Schedule A to this Accession Agreement and the Assignee are parties to the Assignment of Insurances by Internal Charterers dated October 25, 2012 (the “Original Assignment”).

B. The New Assignor wishes to accede to and subject itself to the Original Assignment, be bound by the terms of the Original Assignment and to include (i) the [Panamanian / Bahamian] flag vessel, “[vessel name]”, in the list of “Vessels” described on Schedule I to the Original Assignment, and (ii) [relevant assignor], as an additional assignor on Schedule I to the Original Assignment.

C. Defined Terms. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Original Assignment.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the New Assignor and the Assignee hereby agree as follows:

1. The New Assignor hereby becomes an Assignor of any and all obligations under the Original Assignment, as may be subsequently amended, modified or supplemented from time to time.

2. The New Assignor hereby acknowledges, agrees and confirms that, by its execution of this Accession Agreement, the New Assignor (i) will be deemed to be a party to the Original Assignment as an Assignor, (ii) agrees to be listed as an Internal Charterer on Schedule 1 to the Original Assignment, (iii) agrees to have the [vessel name] listed as a Vessel on Schedule 1 to the Original Assignment, (iv) grants, as an Assignor and with respect to the [vessel name], the security interest created by the Original Assignment and, from and after the date hereof, and (v) shall have all of the obligations, rights, remedies and benefits of an Assignor under the Original Assignment as if it had executed the Original Assignment. The New Assignor hereby ratifies, as of the date hereof, confirms and agrees to be bound by, all of the terms, provisions and conditions applicable to an Assignee contained in the Original Assignment.

ACCESSION AGREEMENT FOR ASSIGNMENT OF INSURANCES BY INTERNAL CHARTERERS (                    )

3. The New Assignor hereby agrees to comply with the terms and conditions of the Original Assignment.

4. The New Assignor shall deliver the Notice of Assignment and related Loss Payable Clause in the form attached hereto.

5. This Accession Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract.

6. This Accession Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

[Remainder of page intentionally left blank.]

ACCESSION AGREEMENT FOR ASSIGNMENT OF INSURANCES BY INTERNAL CHARTERERS (                    )

IN WITNESS WHEREOF, the New Assignor has caused this Accession Agreement to be duly executed, by it by way of deed, on the date first written above.

EXECUTED AS A DEED by:

[RELEVANT ASSIGNOR]

By:

Name:

Title:

In the presence of:

Witness:

Name:

Occupation:

The terms and conditions of

this Accession Agreement are hereby

ACCEPTED BY:

Wells Fargo Bank, National Association,

as Pari Passu Collateral Agent, as Assignee

By:

Name:

Title:

SIGNATURE PAGE TO ACCESSION AGREEMENT FOR ASSIGNMENT OF INSURANCES BY INTERNAL CHARTERERS (                    )

Schedule A –Assignors

Offshore Group Investment Limited

Vantage Driller I Co.

Vantage Driller IV Co.

Vantage Drilling Netherlands BV

Vantage Drilling Labuan I Ltd

Vantage Drilling (Malaysia) I SDN

Vantage Deepwater Drilling, Inc.

SCHEDULE A TO ACCESSION AGREEMENT FOR ASSIGNMENT OF INSURANCES BY INTERNAL CHARTERERS (            )

NOTICE OF ASSIGNMENT

To Whom It May Concern:

[            ]., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Assignor”), HEREBY GIVES NOTICE that by an Assignment, dated [            ], and made by the Assignor to Wells Fargo Bank, National Association (the “Assignee”), as Pari Passu Collateral Agent (as defined under the Intercreditor Agreement defined below), the Assignor assigned to the Assignee all of the Assignor’s right, title and interest in and to all insurances and the benefit of all insurances heretofore, now or hereafter taken out in respect of the [Panamanian/Bahamian flag vessel [                    ] and all proceeds thereof. This Notice and the attached Loss Payable Clauses are to be endorsed on all policies and certificates of entry evidencing such insurances.

“Intercreditor Agreement means that certain Amended and Restated Intercreditor Agreement, dated October 25, 2012, among Wells Fargo Bank, National Association, as collateral agent under the Existing Indenture, the 2012 Indenture, and the Term Loan Agreement, Royal Bank of Canada, as collateral agent under the Credit Agreement, Citibank, N.A., as administrative agent under the Term Loan Agreement, and acknowledged by the Offshore Group Investment Limited, Vantage Drilling Company, and each of the other guarantors party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

[Signature Page Follows]

Notice of Assignment

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

Vantage Driller I Co.

[                                         ]

By:

Name:

Title:

Notice of Assignment

ASSIGNMENT OF INSURANCE BY INTERNAL CHARTERERS

Vantage Driller I Co.

LOSS PAYABLE CLAUSE

Loss, if any, payable to Wells Fargo Bank, National Association, as Pari Passu Collateral Agent and mortgagee (the “Mortgagee”), respecting any of the vessels [                    ], AQUAMARINE DRILLER, TOPAZ DRILLER, EMERALD DRILLER, SAPPHIRE DRILLER, PLATINUM EXPLORER and TITANIUM EXPLORER (the “Vessels”), under each respective Ship Mortgage (as defined below) for distribution by the Mortgagee first to itself and then to the owner of such Vessel (the “Owner”) or others as their interests may appear, or order, except that, unless the underwriters have been otherwise instructed by notice in writing from the Mortgagee, in the case of any loss involving any damage to a Vessel or liability of a Vessel, the underwriters may pay directly for the repair, salvage, liability or other charges involved or, if the Owner shall have first fully repaired the damage and paid the cost thereof, or discharged the liability or paid all of the salvage or other charges, then the underwriters may pay the Owner as reimbursement therefor, provided, however, that if such damage involves a loss in excess of U.S. $15,000,000 or its equivalent, the underwriters shall not make such payment without first obtaining the written consent thereto of the Mortgagee.

In the event of an actual or constructive total loss or a compromised or arranged total loss or requisition of title, in each case respecting a Vessel, or if the Mortgagee shall have given notice to underwriters that an Event of Default has occurred and is continuing under the relevant Ship Mortgage on such Vessel, all insurance payments shall be paid to the Mortgagee, for distribution by it to itself and then to the relevant Owner or others as their interests may appear in accordance with the terms of the Ship Mortgage.

“Intercreditor Agreement means that certain Amended and Restated Intercreditor Agreement, dated October 25, 2012, among Wells Fargo Bank, National Association, as collateral agent under the Existing Indenture, the 2012 Indenture, and the Term Loan Agreement, Royal Bank of Canada, as collateral agent under the Credit Agreement, Citibank, N.A., as administrative agent under the Term Loan Agreement, and acknowledged by the Offshore Group Investment Limited, Vantage Drilling Company, and each of the other guarantors party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

“Ship Mortgage” shall have the meaning set forth for such term in the Intercreditor Agreement.

#11757168_v2

ACCESSION AGREEMENT FOR ASSIGNMENT OF INSURANCES BY INTERNAL CHARTERERS

EXHIBIT J-1 TO

SECOND TERM LOAN AGREEMENT

FORM OF ASSIGNMENT OF EARNINGS – OWNER

J-1-1

EXHIBIT J-1

FORM OF INSURANCE AND EARNINGS SUPPLEMENT

THIS INSURANCE AND EARNINGS SUPPLEMENT, dated as of the [        ] day of [        ], 20[        ] (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by (i) OFFSHORE GROUP INVESTMENT LIMITED, a Cayman Islands exempted company (together with its successors and permitted assigns, the “Company”), (ii) each owner of a Vessel and each Internal Charterer listed on the signature pages hereof (together with their respective successors and permitted assigns and the Parent, the “Guarantors”), and (iii) WELLS FARGO BANK, NATIONAL ASSOCIATION, as Pari Passu Collateral Agent for the Pari Passu Secured Parties referred to in the Intercreditor Agreement (as defined below) (the “Pari Passu Collateral Agent”).

PRELIMINARY STATEMENTS

1. Capitalized terms used herein and not defined herein have the respective meanings given to them in the Amended and Restated Intercreditor Agreement, dated as of October 25, 2012, among the Pari Passu Collateral Agent, Wells Fargo Bank, National Association, as New Trustee, New Noteholder Collateral Agent, Credit Agreement Collateral Agent, Term Loan Collateral Agent, Existing Trustee and Existing Noteholder Collateral Agent (as each such term is defined therein), Citibank, N.A., as Term Loan Agent (as defined therein) and Royal Bank of Canada, as Credit Agreement Agent (as defined therein), and as acknowledged and agreed by the Company, the Parent and the other Guarantors (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”).

2. The Company [intends to][has] (i) enter[ed] into (a) that certain Indenture, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “2013 Indenture”), with the Guarantors (as defined therein, including the Parent), Wells Fargo Bank, National Association, as trustee (in such capacity, the “2013 Indenture Trustee”) and collateral agent (in such capacity, the “2013 Indenture Collateral Agent”), pursuant to which the Company [shall][has] issue[d] new 7.125% senior secured notes due 2023 (the “2013 Notes”), (b) that certain Second Term Loan Agreement, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Second Term Loan Agreement”), with the Guarantors (as defined therein, including the Parent), Citibank, N.A., as administrative agent (in such capacity, the “Second Term Loan Agent”), Wells Fargo Bank, National Association, as collateral agent (in such capacity, the “Second Term Loan Collateral Agent”), and the financial institutions and other entities party thereto as lenders (the “Second Term Loan Lenders”), pursuant to which the Second Term Loan Lenders [will contemporaneously herewith make][have made] term loans in an aggregate original principal amount of $350,000,000 to the Company (the “Second Term Loans”), and (c) that certain Amended and Restated Credit Agreement, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “A&R Credit Agreement”), with the Guarantors (as defined therein, including the Parent), Royal Bank of Canada, as administrative agent (in such capacity, the “A&R Credit Agreement Agent”), and the financial institutions and other entities party thereto as lenders (the “A&R Credit Agreement Lenders”), which A&R Credit Agreement [shall] (1) amend[s] and restate[s] the Credit Agreement, dated as of June 21, 2012, among the Company, the Guarantors and the Credit Agreement Agent (the “Existing Credit Agreement”) and (2) permit[s] the Company to obtain revolving loans and letters of credit in an aggregate principal amount not to exceed $200,000,000, and (ii) deliver[ed] a notice to the Pari Passu Collateral Agent designating the 2013 Note Obligations (as defined below) and the Second Term Loan Obligations (as defined below) as “Other Pari Passu Obligations” for purposes of the Intercreditor Agreement and the Collateral Agreements (the “Designation Notice”).

3. Each Guarantor that is the owner of a Vessel has entered into an assignment of earnings dated [            ] (each a “Shipowner Assignment of Earnings” and, collectively, the “Shipowner Assignments of Earnings”) and an assignment of insurances dated [            ] (each, a “Shipowner Assignment of Insurances” and, collectively, the “Shipowner Assignments of Insurances”). The Guarantors that are Internal Charterers have together either entered into or joined an assignment of earnings dated [            ] (the “Internal Charterer Assignment of Earnings” and, collectively with the Shipowner Assignments of Earnings, the “Assignments of Earnings”) and an assignment of insurances dated [            ] (the “Internal Charterer Assignment of Insurances” and, collectively with the Shipowner Assignments of Insurances, the “Assignments of Insurances”), with respect to the insurances and earnings, respectively, to which each Internal Charterer has rights in respect of the relevant Vessel.

4. In connection with the Tungsten Explorer, Tungsten Explorer Company (the “TE Owner”) has entered into that certain (i) deed of assignment, dated February 1, 2013 (the “Deed of Assignment”) with the Pari Passu Collateral Agent (as defined therein) relating to the Construction Contract (as defined therein) and (ii) notice of assignment to Korea Finance Corporation, dated February 1, 2013 ( the “Refund Guarantee Assignment”, together with the Deed of Assignment, the “Tungsten Explorer Assignments”) respecting the Irrevocable Stand-by Letter of Credit No. SLGQA770010006 in favor of TE Owner for account of Daewoo Shipbuilding and Marine Engineering Co., Ltd, dated May 27, 2011 (the “Refund Guarantee”) issued by Korea Finance Corporation.

5. In connection with the issuance of the 2013 Notes, the making of the Second Term Loans, the amendment and restatement of the Existing Credit Agreement and the designation contemplated by the Designation Notice, the parties hereto desire to enter into this Agreement.

ARTICLE I

CONFIRMATIONS AND GRANTS

Section 1.1 Security Interest.

(a) Each Guarantor that is the owner of a Vessel or that is an Internal Charterer hereby confirms and agrees that the Secured Obligations (as defined in the Ship Mortgage covering each Vessel) shall include the 2013 Note Obligations, the Second Term Loan Obligations and the A&R Credit Agreement Obligations as each such term is defined below. For purposes of this Agreement, the term “2013 Note Obligations” has the meaning given to such term in the Designation Notice, (ii) the term “Second Term Loan Obligations” has the meaning given to such term in the Designation Notice and (iii) the term “A&R Credit Agreement Obligations” means the “Obligations” (as defined in the A&R Credit Agreement), the Collateral Agreements and any other related document or instrument executed and delivered pursuant to such Obligations or Collateral Agreements.

(b) The TE Owner hereby confirms and agrees that the Secured Liabilities (as defined in the Deed of Assignment) shall include the 2013 Note Obligations, the Second Term Loan Obligations and the A&R Credit Agreement Obligations.

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(c) Any Guarantor that owns a Vessel or that is an Internal Charterer hereby confirms and agrees that the Refund Guarantee Assignment shall secure the Secured Obligations (as defined in the Ship Mortgage covering each Vessel, and expanded upon in Section 1.1(a) of this Agreement) including the 2013 Note Obligations, the Second Term Loan Obligations and the A&R Credit Agreement Obligations.

Section 1.2 Collateral Grant.

(a) For the avoidance of doubt, each Guarantor that is the owner of a Vessel or that is an Internal Charterer, hereby pledges, assigns and transfers to the Pari Passu Collateral Agent, and hereby grants to the Pari Passu Collateral Agent (as defined herein), for the ratable benefit of the Secured Parties (as defined in the Security Agreement), including, without limitation, the holders of the 2013 Notes, the 2013 Indenture Trustee, the 2013 Indenture Collateral Agent, the Second Term Loan Agent, the Second Term Loan Collateral Agent, the Second Term Loan Lenders, the A&R Credit Agreement Agent and the A&R Credit Agreement Lenders, a security interest in all of the (i) Insurances (as defined in the Assignments of Insurances) and other amounts described in the Assignments of Insurances, and (ii) freights, hires and other moneys earned by the Vessels and other amounts more fully described in the Assignments of Earnings, in each case now owned or at any time hereafter acquired by such Guarantor or in which such Guarantor now has or at any time in the future may acquire any right, title or interest, and any proceeds thereof.

(b) The TE Owner, hereby pledges, assigns and transfers to the Pari Passu Collateral Agent, and hereby grants to the Pari Passu Collateral Agent, for the ratable benefit of the Secured Parties (as defined in the Security Agreement), including, without limitation, the holders of the 2013 Notes, the 2013 Indenture Trustee, the 2013 Indenture Collateral Agent, the Second Term Loan Agent, the Second Term Loan Collateral Agent, the Second Term Loan Lenders, the A&R Credit Agreement Agent and the A&R Credit Agreement Lenders, a security interest in all of (i) the Assigned Rights (as defined in the Deed of Assignment), and (ii) the proceeds of all drawings payable to the TE Owner under the Refund Guarantee, in each case now owned or at any time hereafter acquired by the TE Owner or in which the TE Owner now has or at any time in the future may acquire any right, title or interest, and any proceeds thereof.

(c) This Agreement secures, and the interests assigned by Guarantors that are internal charterers of Vessels, and the TE Owner, respectively, as applicable, in their respective Assignments of Insurances or Assignments of Earnings or Tungsten Explorer Assignments, as applicable, are collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepay, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code (as defined in the Security Agreement)), of (i) all Secured Obligations (as defined in the Ship Mortgage covering each Vessel, and expanded upon in Section 1.1(a) of this Agreement) or (ii) all Secured Liabilities (as defined in the Deed of Assignment covering the Tungsten Explorer) including, without limitation, the 2013 Note Obligations, the Second Term Loan Obligations and the A&R Credit Agreement Obligations.

ARTICLE II

MISCELLANEOUS

Section 2.1 Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS AGREEMENT.

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Section 2.2 Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which shall constitute one agreement, and shall constitute a binding agreement when executed by each of the parties hereto. Delivery of an executed signature page to this Agreement by facsimile or PDF via electronic transmission shall be as effective as delivery of a manually signed counterpart of this Agreement. Signatures of the parties hereto transmitted by facsimile or PDF via electronic transmission shall be deemed to be their original signatures for all purposes.

Section 2.3 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

Section 2.4 Headings. The descriptive headings of the several sections of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

Section 2.5 Submission to Jurisdiction; Waiver of Jury Trial. EACH OF THE PARTIES HERETO IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK CITY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT. NONE OF THE PARTIES HERETO SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENT AND EACH OF THE PARTIES HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO ANY SUCH JURY TRIAL, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE, TO THE EXTENT ANY SUCH PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION.

Section 2.6 Entire Agreement. This Agreement embodies the entire agreement and understanding among the parties hereto and supersedes all prior agreements and understandings related to the subject matter hereof.

[Signatures On Next Page]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above.

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Pari Passu Collateral Agent
By:
	Name:
	Title:

OFFSHORE GROUP INVESTMENT LIMITED, a Cayman Islands exempted company
By:
	Name: Douglas G. Smith
	Title: CFO and Treasurer
[GUARANTOR], a
[                                                                  ]
By:
	Name:
	Title:

FORM OF

ASSIGNMENT OF EARNINGS

(this “Assignment”)

[Name of Shipowner]

[                    ]

[Name of Shipowner] with an address at: [                    ](the “Assignor”), the owner of the vessel listed on Schedule I attached hereto (the “Vessel”), in consideration of One Dollar ($1.00) lawful money of the United States of America and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, has sold, assigned, transferred and set over, and by this instrument does sell, assign, transfer and set over unto Wells Fargo Bank, National Association, as (i) Noteholder Collateral Agent pursuant to the terms of the Existing Indenture (defined below) (in such capacity, the “Existing Noteholder Collateral Agent”), as (ii) Noteholder Collateral Agent pursuant to the terms of the 2012 Indenture (defined below) (in such capacity, the “New Noteholder Collateral Agent”), as (iii) Collateral Agent under the Term Loan Agreement (defined below) (in such capacity, the “Lender Collateral Agent”), and (iv) as Collateral Agent pursuant to the terms of the Credit Agreement (in such capacity, the “Collateral Agent”, together with the Existing Noteholder Collateral Agent, the New Noteholder Collateral Agent, and the Lender Collateral Agent, the “Pari Passu Collateral Agent”, as assignee (together with its successors and permitted assigns, in such capacity, the “Assignee”), to its own proper use and benefit and does hereby grant to the Assignee a security interest in all the right, title, interest, claim and demand of the Assignor in and to (i) all freights, hire and other moneys earned and to be earned, due or to become due, or paid or payable to, or for the account of, the Assignor, of whatsoever nature, arising out of or as a result of the use, operation, pooling or chartering (whether by Internal Charter, Permitted Third Party Charter or otherwise) by the Assignor or its agents of the Vessel, including, without limitation, all rights arising out of the owner’s lien on cargoes and subfreights thereunder, (ii) all moneys and claims for moneys due and to become due to the Assignor, and all claims for damages, arising out of the breach of any and all present and future drilling contracts, Internal Charters, Permitted Third Party Charters, other charter parties, pooling arrangements, bills of lading, contracts and other engagements of affreightment or for the carriage or transportation of cargo, and operations of every kind whatsoever of the Vessel and in and to any and all claims and causes of action for money, loss or damages that may accrue or belong to the Assignor, its successors or assigns, arising out of or in any way connected with the present or future use, operation, pooling or chartering of the Vessel or arising out of or in any way connected with any and all present and future requisitions, drilling contracts, Internal Charters, Permitted Third Party Charters, charter parties, pooling arrangements, bills of lading, contracts and other engagements of affreightment or for the carriage or transportation of cargo, and other operations of the Vessel, (iii) all moneys and claims due and to become due to the Assignor, and all claims for damages and all insurances and other proceeds, in respect of the actual or constructive total loss of or requisition of use of or title to the Vessel, and (iv) any proceeds of any of the foregoing and all interest and earnings from the investment of any of the foregoing and the proceeds thereof.

ASSIGNMENT OF EARNINGS - [            ]

The rights and obligations of the Assignee and the Assignor hereunder are governed by the terms of the Intercreditor Agreement (defined below).

Capitalized terms used herein and not otherwise defined shall be used herein as defined in, or by reference in, the Mortgage (as defined below). The following terms shall have the following meanings:

“Credit Agreement” means that certain Credit Agreement dated as of June 21, 2012, among the Issuer, as borrower, the Parent, the guarantors from time to time party thereto (including the Assignor), the lenders from time to time party thereto, and Royal Bank of Canada, as collateral agent, and any and all successors thereto in such capacity, as the same has been and may hereafter be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.

“Existing Indenture” means that certain Indenture dated as of July 30, 2010, among the Issuer, the guarantors from time to time party thereto, and Wells Fargo Bank, National Association, as trustee and noteholder collateral agent, and any and all successors thereto in either such capacity, as the same has been and may be further amended, restated, supplemented.

“Intercreditor Agreement” means that certain Intercreditor Agreement dated October 25, 2012, among Wells Fargo Bank, National Association, as collateral agent under the Existing Indenture, the 2012 Indenture, and the Term Loan Agreement, Royal Bank of Canada, as collateral agent under the Credit Agreement, Citibank, N.A., as administrative agent under the Term Loan Agreement, and acknowledged by the Issuer, Parent, and each of the other guarantors party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

“Mortgage” means that certain priority ship mortgage, dated [                    ]by the Assignor, as Shipowner, in favor of the Assignee, as Pari Passu Collateral Agent, as Mortgagee.

“Term Loan Agreement” means that certain Term Loan Agreement dated as of October 25, 2012, among the Issuer, as co-borrower, the US Borrower (as defined therein), the guarantors from time to time party thereto, the lenders from time to time party thereto, Citibank, N.A., as administrative agent, and Wells Fargo Bank, National Association, as collateral agent, as the same has been and may hereafter be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.

“2012 Indenture” means that certain Indenture dated as of October 25, 2012, among the Issuer, the guarantors from time to time party thereto, and Wells Fargo Bank, National Association, as trustee and noteholder collateral agent, and any and all successors thereto in either such capacity, as the same has been and may be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.

Recital. This Assignment is given as security for all of the Secured Obligations (as defined in the Mortgage) of the Assignor under and in accordance with the terms of the Pari Passu Documents (as defined in the Mortgage), and to secure as well the performance and observance of all agreements, covenants and provisions contained in this Assignment, the Mortgage and the other Pari Passu Documents.

	ASSIGNMENT OF EARNINGS - [            ]
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Section 1. Representations and Warranties. The Assignor hereby represents and warrants to the Assignee, as an inducement to the Assignee to accept this Assignment, that neither the whole nor any part of the right, title and interest hereby assigned is the subject of any present assignment, security interest or pledge other than any assignments for the benefit of the Assignee.

Section 2. Covenants. The Assignor hereby covenants to the Assignee that:

(a) Without derogation of the rights of the Assignee under Section 5 hereof, the Assignor will issue instructions to any operator or charterer and other obligors directly, and specifically authorize and direct any operator or charterer or other obligor to, make payment of all of the freights, hire and other moneys hereby assigned directly to an Earnings Account in accordance with the Pari Passu Documents, or as otherwise directed from time to time by the Assignee; provided that, if the terms of a drilling contract, Permitted Third Party Charter, or local law covering the Vessel require that such moneys hereby assigned be paid to a non-United States bank account by the counterparty to such drilling contract or Permitted Third Party Charter, this covenant shall not be deemed violated if to the extent required by and in accordance with the terms of the Pari Passu Documents, funds standing to the credit of such account are transferred after deposit thereof in the jurisdiction in which the account is located to an account that qualifies as an Earnings Account.

(b) The Assignor shall notify the Assignee promptly in writing of any and all Internal Charters, Permitted Third Party Charter, and other bareboat charter parties, time charter parties or series of successive voyage charter parties, drilling contracts, contracts of affreightment or pooling arrangements entered into by the Assignor or by a charterer under a Permitted Third Party Charter respecting the Vessel. The Assignor shall also provide the Assignee with a true and complete copy of such agreements specified in this paragraph (b) upon the Assignee’s request.

(c) The Assignor shall cause (x) any Internal Charterer of the Vessel to execute and deliver to the Assignee an assignment of all freights, hires, earnings (and proceeds thereof) payable to such Internal Charterer under a Drilling Contract or another Internal Charter respecting the Vessel and (y) such assignment in favor of the Assignee to be perfected. The obligations of the Assignor under this Section 3(c) shall be deemed satisfied by the execution and delivery of the Guarantees (as such term is defined in the Mortgage) and the other documents and instruments contemplated to be entered into by a Guarantor.

(d) So long as this Assignment is in effect, the Assignor shall not assign, grant a security interest in or pledge the whole or any part of the right, title and interest hereby assigned to anyone other than the Assignee, its successors, endorsees and/or permitted assigns, without the prior written consent of the Assignee, and the Assignor shall not take or omit to take any action, the taking or omission of which might result in any material alteration or impairment of this Assignment or any of the rights created by this Assignment.

	ASSIGNMENT OF EARNINGS - [            ]
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(e) The Assignor covenants and agrees with the Assignee that the Assignor will (i) use commercially reasonable efforts to duly perform and observe all of the terms and provisions of any drilling contract, Internal Charter, Permitted Third Party Charter, other charter, contract of affreightment or pooling arrangement on the part of such Assignor to be performed or observed, and (ii) clearly record on the books and records of the Assignor notations of this Assignment.

(f) At any time and from time to time, upon the written request of the Assignee, the Assignor shall promptly and duly execute and deliver any and all such further instruments and documents as the Assignee may reasonably request in order to obtain the full benefits of this Assignment and the rights and powers herein granted.

(g) Whenever requested by the Assignee at the direction of the Controlling Party (as defined in the Intercreditor Agreement) or after an Event of Default (as defined in the Mortgage), the Assignor shall promptly deliver letters to each of its agents and representatives into whose hands or control may come any earnings, moneys and property hereby assigned, informing each such addressee of this Assignment, and if any Event of Default has occurred and is continuing, instructing such addressee to remit or deliver promptly to the Assignee all earnings, moneys and property hereby assigned which may come into the addressee’s hands or control and to continue to make such remittances or delivery until such time as the addressee may receive written notice or instructions to the contrary direct from the Assignee. Each such addressee shall acknowledge in writing directly to the Assignee receipt of the Assignor’s letter of notification and instructions.

Section 3. Freedom of Assignee from Obligations. It is hereby expressly agreed that, anything herein contained to the contrary notwithstanding, the Assignee shall have no obligation or liability under any drilling contract, Internal Charter, Permitted Third Party Charter, other charter, contract of affreightment or pooling arrangement by reason of or arising out of this Assignment, nor shall the Assignee be required or obligated in any manner to perform or to fulfill any obligations of the Assignor under or pursuant to any drilling contract, Internal Charter, Permitted Third Party Charter ,other charter, contract of affreightment or pooling arrangement nor to make any payment, nor to make any inquiry as to the nature or sufficiency of any payment received by the Assignee or to present or file any claim, or to take any other action to collect or enforce the payment of any amounts which may have been assigned to it or which it may be entitled to hereunder at any time or times.

Section 4. Payment Directions; Power of Attorney; Financing Statements.

(a) Prior to the occurrence of an Event of Default, the Assignor shall cause all moneys assigned hereunder to be paid directly by the obligor thereof in accordance with the terms of Section 3(a) hereof.

(b) Upon the occurrence and during the continuance of an Event of Default, the Assignee shall be entitled to direct any operators and charterers and other obligors to pay all moneys assigned hereunder to such bank account in New York City or elsewhere as the Assignee may from time to time designate. Thereafter, upon request of the Assignor in writing, the Assignee shall furnish the Assignor with information from time to time as to the accounts (other

	ASSIGNMENT OF EARNINGS - [            ]
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than the Earnings Account) into which moneys assigned hereunder are paid, the amounts and sources of such payments and the amounts and application of moneys withdrawn therefrom. The Assignee, its successors and permitted assigns, are hereby constituted lawful attorneys of the Assignor, irrevocably, with full power (in the name of the Assignor or otherwise), to ask, require, demand, receive, compound and give acquittance for any and all moneys, claims, property and rights hereby assigned, to endorse any checks or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings which the Assignee may deem to be necessary or advisable in the premises. Any action or proceeding brought by the Assignee pursuant to any of the provisions hereof or of any drilling contract, Internal Charter, Permitted Third Party Charter, other charter, contract of affreightment, pooling arrangement or otherwise, and any claim made by the Assignee hereunder or under any drilling contract, Internal Charter, Permitted Third Party Charter, other charter, contract of affreightment or pooling arrangement, may be compromised, withdrawn or otherwise dealt with by the Assignee without any notice to, or approval of, the Assignor.

(c) The Assignor hereby irrevocably (x) authorizes the Assignee to file, at any time and from time to time, both before and after the occurrence and during the continuance of an Event of Default, at the Assignor’s expense, such financing and continuation statements or perfection papers of similar purpose or effect relating to this Assignment, without the Assignor’s signature, as the Assignee at its option may deem appropriate and (y) appoints the Assignee as the Assignor’s attorney-in-fact to execute any such statements in the Assignor’s name and to perform all other acts which the Assignee may deem appropriate to perfect and continue the security interest conferred hereby. Notwithstanding the foregoing authorization, Assignor shall at its own expense file all financing and continuation statements or perfection papers of similar purpose or effect and give such notices relating to this Assignment, and perform all other acts, necessary or appropriate to perfect and continue the security interest conferred hereby.

Section 5. Irrevocable Assignment. The powers and authority granted to the Assignee herein have been given for a valuable consideration and are hereby declared to be irrevocable and may not be amended or waived except by an instrument in writing signed by the party against whom enforcement is sought.

Section 6. Governing Law; Waiver of Jury Trial.

(a) This Assignment shall be construed in accordance with and governed by the laws of the State of New York, United States of America without regard to its conflict of laws rules (other than Section 5-1401 of the New York General Obligations Law). The Assignor hereby irrevocably submits itself to the non-exclusive jurisdiction of any New York State or Federal court sitting in New York County and any appellate court from any thereof, for the purposes of (and solely for the purposes of) any suit, action or other proceeding arising out of, or relating to, this Assignment or any of the transactions contemplated hereby, hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard in such New York State or Federal court and hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum, or that the venue of such suit, action or proceeding is improper, or that this Assignment or the subject matter hereof may

	ASSIGNMENT OF EARNINGS - [            ]
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not be enforced in or by such courts. The Assignor irrevocably consents to the service of any and all process in any suit, action or proceeding arising out of or relating to this Assignment or any other Pari Passu Document to which the Assignor is a party by the mailing of copies of such process to the Assignor at its address specified in Section 8 hereof. The Assignor agrees that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this paragraph shall affect the right of the Assignee to serve legal process in any other manner permitted by law or affect the right of the Assignee to bring any action or proceeding against the Assignor or any of its property in the courts of any other jurisdiction.

(b) BY ITS SIGNATURE BELOW WRITTEN THE ASSIGNOR HEREBY IRREVOCABLY WAIVES UNDER APPLICABLE LAW ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS ASSIGNMENT, OR ANY OTHER PARI PASSU DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Section 7. Notices. All notices or other communications required or permitted to be made or given hereunder shall be made in writing, in English, and personally delivered to an officer or other responsible employee of the addressee, or sent, by registered air mail, return receipt requested, postage prepaid, facsimile transmission, or other direct written electronic means to the applicable address set forth under such party’s name below, or to such other address as any party hereto may from time to time designate to the others in such manner:

If to the Assignee:

Wells Fargo Bank, N.A.

Corporate, Municipal & Escrow Services

750 N. St. Paul Place, Suite 1750

MAC T9263-170

Dallas, TX 75201

Telephone: (214) 756-7430

Telecopier (214) 756-7401

Electronic Mail: patrick.giordano@wellsfargo.com

with a copy to:

Haynes and Boone, LLP

201 Main St., Suite 2200

Fort Worth, TX 76102

Attention: William D. Greenhill

Telephone: (817) 347-6602

Telecopier: (817) 348-2321

Electronic Mail: william.greenhill@haynesboone.com

If to the Assignor:

[            ]

	ASSIGNMENT OF EARNINGS - [            ]
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c/o Vantage Drilling Company

777 Post Oak Blvd., Suite 800

Houston, Texas 77056

Attention: Douglas Smith, Chief Financial Officer

Telephone: (281) 404-4700

Telecopier: (281) 404-4749

Electronic mail: dsmith@vantagedrilling.com

with a copy to:

Fulbright & Jaworski L.L.P.

Fulbright Tower

1301 McKinney, Suite 5100

Houston, Texas 77010

Attention: Joshua P. Agrons, Esq.

Telephone: 1 713 651 5151

Telecopier: 1 713 651 5246

Electronic Mail: jagrons@fulbright.com

Any communication personally delivered shall be deemed to have been validly and effectively given or delivered on the date of such delivery. Any communication transmitted by facsimile, or other direct written electronic means, or by registered air mail, shall be deemed to have been validly and effectively given or delivered on the day when received.

Section 8. Headings. The division of this Assignment into sections and the insertion of headings are for convenience of reference only and shall not affect the interpretation or construction of this Assignment.

Section 9. Termination. This Assignment shall create a continuing security interest and shall (a) remain in full force and effect until the payment in full in cash of the Secured Obligations of the Assignor under and in accordance with the terms of the Pari Passu Documents, at which time this Assignment shall automatically terminate without any further action by any party; (b) be binding upon the Assignor and its successors, transferees and assigns; and (c) inure, together with the rights and remedies of the Assignee hereunder, to the benefit of and be binding upon, the Assignee and its respective successors, transferees, and assigns. Without limiting the generality of the foregoing clause, when any Assignee assigns or otherwise transfers any interest held by it under the Pari Passu Documents to any other Person pursuant to the terms of the Pari Passu Documents, that other Person shall thereupon become vested with all the benefits held by such Assignee under this Assignment.

Section 10. Incorporation of Protections in Other Pari Passu Documents. This Assignment shall constitute one of the Pari Passu Documents. Any rights or protections, including, without limitation, all indemnities and rights to reimbursement that may be granted to the Assignee in its capacity as the Pari Passu Collateral Agent under any of the Pari Passu Documents shall be deemed incorporated herein. Any proceeds received by the Assignee upon the exercise of rights hereunder shall be applied by the Assignee in accordance with the terms of the Intercreditor Agreement.

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Section 11. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN TO THE CONTRARY, IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF (A) THIS ASSIGNMENT AND (B) ANY OF THE EXISTING INDENTURE, THE 2012 INDENTURE, THE TERM LOAN AGREEMENT, OR THE CREDIT AGREEMENT, THE PROVISIONS OF THE EXISTING INDENTURE, THE 2012 INDENTURE, THE TERM LOAN AGREEMENT, OR THE CREDIT AGREEMENT, AS APPLICABLE, SHALL CONTROL WITH RESPECT THERETO (BUT SHALL NOT CONTROL AS SUCH PROVISION MAY APPLY TO ANY OTHER SUCH INDENTURE OR AGREEMENT), UNLESS THE PROVISIONS OF SUCH INCONSISTENT INDENTURE OR AGREEMENT ARE INCONSISTENT WITH THE INTERCREDITOR AGREEMENT, IN WHICH CASE, THE INTERCREDITOR AGREEMENT SHALL CONTROL.

Section 12. Counterparts. This Assignment and the Acceptance hereof may be executed in one or more counterparts and all such counterparts shall constitute one and the same instrument.

[Remainder of page intentionally left blank]

	ASSIGNMENT OF EARNINGS - [            ]
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IN WITNESS WHEREOF, the Assignor has caused this Assignment to be duly executed, by the Assignor by way of deed, on the date first written above.

EXECUTED AS A DEED by:

[                    ], as Assignor

By:

Name:

Title:

In the presence of:

Witness:

Name:

Occupation:

The terms and conditions of

this Assignment are hereby

ACCEPTED BY:

Wells Fargo Bank, National Association, as Pari Passu Collateral Agent, as Assignee

By:

Name:

Title:

ASSIGNMENT OF EARNINGS - [            ]

SCHEDULE I

Description of Vessel

OWNER	VESSEL	OFF. NO	FLAG OF DOCUMENTATION
[            ]	[            ]	[            ]	[            ]

#11757170_v1

ASSIGNMENT OF EARNINGS - [            ]

EXHIBIT J-2 TO

SECOND TERM LOAN AGREEMENT

FORM OF ASSIGNMENT OF EARNINGS BY INTERNAL CHARTERERS

J-2-1

EXHIBIT J-2

FORM OF INSURANCE AND EARNINGS SUPPLEMENT

THIS INSURANCE AND EARNINGS SUPPLEMENT, dated as of the [            ] day of [            ], 20[    ] (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by (i) OFFSHORE GROUP INVESTMENT LIMITED, a Cayman Islands exempted company (together with its successors and permitted assigns, the “Company”), (ii) each owner of a Vessel and each Internal Charterer listed on the signature pages hereof (together with their respective successors and permitted assigns and the Parent, the “Guarantors”), and (iii) WELLS FARGO BANK, NATIONAL ASSOCIATION, as Pari Passu Collateral Agent for the Pari Passu Secured Parties referred to in the Intercreditor Agreement (as defined below) (the “Pari Passu Collateral Agent”).

PRELIMINARY STATEMENTS

1. Capitalized terms used herein and not defined herein have the respective meanings given to them in the Amended and Restated Intercreditor Agreement, dated as of October 25, 2012, among the Pari Passu Collateral Agent, Wells Fargo Bank, National Association, as New Trustee, New Noteholder Collateral Agent, Credit Agreement Collateral Agent, Term Loan Collateral Agent, Existing Trustee and Existing Noteholder Collateral Agent (as each such term is defined therein), Citibank, N.A., as Term Loan Agent (as defined therein) and Royal Bank of Canada, as Credit Agreement Agent (as defined therein), and as acknowledged and agreed by the Company, the Parent and the other Guarantors (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”).

2. The Company [intends to][has] (i) enter[ed] into (a) that certain Indenture, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “2013 Indenture”), with the Guarantors (as defined therein, including the Parent), Wells Fargo Bank, National Association, as trustee (in such capacity, the “2013 Indenture Trustee”) and collateral agent (in such capacity, the “2013 Indenture Collateral Agent”), pursuant to which the Company [shall][has] issue[d] new 7.125% senior secured notes due 2023 (the “2013 Notes”), (b) that certain Second Term Loan Agreement, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Second Term Loan Agreement”), with the Guarantors (as defined therein, including the Parent), Citibank, N.A., as administrative agent (in such capacity, the “Second Term Loan Agent”), Wells Fargo Bank, National Association, as collateral agent (in such capacity, the “Second Term Loan Collateral Agent”), and the financial institutions and other entities party thereto as lenders (the “Second Term Loan Lenders”), pursuant to which the Second Term Loan Lenders [will contemporaneously herewith make][have made] term loans in an aggregate original principal amount of $350,000,000 to the Company (the “Second Term Loans”), and (c) that certain Amended and Restated Credit Agreement, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “A&R Credit Agreement”), with the Guarantors (as defined therein, including the Parent), Royal Bank of Canada, as administrative agent (in such capacity, the “A&R Credit Agreement Agent”), and the financial institutions and other entities party thereto as lenders (the “A&R Credit Agreement Lenders”), which A&R Credit Agreement [shall] (1) amend[s] and restate[s] the Credit Agreement, dated as of June 21, 2012, among the Company, the Guarantors and the Credit Agreement Agent (the “Existing Credit Agreement”) and (2) permit[s] the Company to obtain revolving loans and letters of credit in an aggregate principal amount not to exceed $200,000,000, and (ii) deliver[ed] a notice to the Pari Passu Collateral Agent designating the 2013 Note Obligations (as defined below) and the Second Term Loan Obligations (as defined below) as “Other Pari Passu Obligations” for purposes of the Intercreditor Agreement and the Collateral Agreements (the “Designation Notice”).

3. Each Guarantor that is the owner of a Vessel has entered into an assignment of earnings dated [            ] (each a “Shipowner Assignment of Earnings” and, collectively, the “Shipowner Assignments of Earnings”) and an assignment of insurances dated [            ] (each, a “Shipowner Assignment of Insurances” and, collectively, the “Shipowner Assignments of Insurances”). The Guarantors that are Internal Charterers have together either entered into or joined an assignment of earnings dated [            ] (the “Internal Charterer Assignment of Earnings” and, collectively with the Shipowner Assignments of Earnings, the “Assignments of Earnings”) and an assignment of insurances dated [            ] (the “Internal Charterer Assignment of Insurances” and, collectively with the Shipowner Assignments of Insurances, the “Assignments of Insurances”), with respect to the insurances and earnings, respectively, to which each Internal Charterer has rights in respect of the relevant Vessel.

4. In connection with the Tungsten Explorer, Tungsten Explorer Company (the “TE Owner”) has entered into that certain (i) deed of assignment, dated February 1, 2013 (the “Deed of Assignment”) with the Pari Passu Collateral Agent (as defined therein) relating to the Construction Contract (as defined therein) and (ii) notice of assignment to Korea Finance Corporation, dated February 1, 2013 ( the “Refund Guarantee Assignment”, together with the Deed of Assignment, the “Tungsten Explorer Assignments”) respecting the Irrevocable Stand-by Letter of Credit No. SLGQA770010006 in favor of TE Owner for account of Daewoo Shipbuilding and Marine Engineering Co., Ltd, dated May 27, 2011 (the “Refund Guarantee”) issued by Korea Finance Corporation.

5. In connection with the issuance of the 2013 Notes, the making of the Second Term Loans, the amendment and restatement of the Existing Credit Agreement and the designation contemplated by the Designation Notice, the parties hereto desire to enter into this Agreement.

ARTICLE I

CONFIRMATIONS AND GRANTS

Section 1.1 Security Interest.

(a) Each Guarantor that is the owner of a Vessel or that is an Internal Charterer hereby confirms and agrees that the Secured Obligations (as defined in the Ship Mortgage covering each Vessel) shall include the 2013 Note Obligations, the Second Term Loan Obligations and the A&R Credit Agreement Obligations as each such term is defined below. For purposes of this Agreement, the term “2013 Note Obligations” has the meaning given to such term in the Designation Notice, (ii) the term “Second Term Loan Obligations” has the meaning given to such term in the Designation Notice and (iii) the term “A&R Credit Agreement Obligations” means the “Obligations” (as defined in the A&R Credit Agreement), the Collateral Agreements and any other related document or instrument executed and delivered pursuant to such Obligations or Collateral Agreements.

(b) The TE Owner hereby confirms and agrees that the Secured Liabilities (as defined in the Deed of Assignment) shall include the 2013 Note Obligations, the Second Term Loan Obligations and the A&R Credit Agreement Obligations.

2

(c) Any Guarantor that owns a Vessel or that is an Internal Charterer hereby confirms and agrees that the Refund Guarantee Assignment shall secure the Secured Obligations (as defined in the Ship Mortgage covering each Vessel, and expanded upon in Section 1.1(a) of this Agreement) including the 2013 Note Obligations, the Second Term Loan Obligations and the A&R Credit Agreement Obligations.

Section 1.2 Collateral Grant.

(a) For the avoidance of doubt, each Guarantor that is the owner of a Vessel or that is an Internal Charterer, hereby pledges, assigns and transfers to the Pari Passu Collateral Agent, and hereby grants to the Pari Passu Collateral Agent (as defined herein), for the ratable benefit of the Secured Parties (as defined in the Security Agreement), including, without limitation, the holders of the 2013 Notes, the 2013 Indenture Trustee, the 2013 Indenture Collateral Agent, the Second Term Loan Agent, the Second Term Loan Collateral Agent, the Second Term Loan Lenders, the A&R Credit Agreement Agent and the A&R Credit Agreement Lenders, a security interest in all of the (i) Insurances (as defined in the Assignments of Insurances) and other amounts described in the Assignments of Insurances, and (ii) freights, hires and other moneys earned by the Vessels and other amounts more fully described in the Assignments of Earnings, in each case now owned or at any time hereafter acquired by such Guarantor or in which such Guarantor now has or at any time in the future may acquire any right, title or interest, and any proceeds thereof.

(b) The TE Owner, hereby pledges, assigns and transfers to the Pari Passu Collateral Agent, and hereby grants to the Pari Passu Collateral Agent, for the ratable benefit of the Secured Parties (as defined in the Security Agreement), including, without limitation, the holders of the 2013 Notes, the 2013 Indenture Trustee, the 2013 Indenture Collateral Agent, the Second Term Loan Agent, the Second Term Loan Collateral Agent, the Second Term Loan Lenders, the A&R Credit Agreement Agent and the A&R Credit Agreement Lenders, a security interest in all of (i) the Assigned Rights (as defined in the Deed of Assignment), and (ii) the proceeds of all drawings payable to the TE Owner under the Refund Guarantee, in each case now owned or at any time hereafter acquired by the TE Owner or in which the TE Owner now has or at any time in the future may acquire any right, title or interest, and any proceeds thereof.

(c) This Agreement secures, and the interests assigned by Guarantors that are internal charterers of Vessels, and the TE Owner, respectively, as applicable, in their respective Assignments of Insurances or Assignments of Earnings or Tungsten Explorer Assignments, as applicable, are collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepay, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code (as defined in the Security Agreement)), of (i) all Secured Obligations (as defined in the Ship Mortgage covering each Vessel, and expanded upon in Section 1.1(a) of this Agreement) or (ii) all Secured Liabilities (as defined in the Deed of Assignment covering the Tungsten Explorer) including, without limitation, the 2013 Note Obligations, the Second Term Loan Obligations and the A&R Credit Agreement Obligations.

ARTICLE II

MISCELLANEOUS

Section 2.1 Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS AGREEMENT.

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Section 2.2 Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which shall constitute one agreement, and shall constitute a binding agreement when executed by each of the parties hereto. Delivery of an executed signature page to this Agreement by facsimile or PDF via electronic transmission shall be as effective as delivery of a manually signed counterpart of this Agreement. Signatures of the parties hereto transmitted by facsimile or PDF via electronic transmission shall be deemed to be their original signatures for all purposes.

Section 2.3 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

Section 2.4 Headings. The descriptive headings of the several sections of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

Section 2.5 Submission to Jurisdiction; Waiver of Jury Trial. EACH OF THE PARTIES HERETO IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK CITY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT. NONE OF THE PARTIES HERETO SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENT AND EACH OF THE PARTIES HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO ANY SUCH JURY TRIAL, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE, TO THE EXTENT ANY SUCH PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION.

Section 2.6 Entire Agreement. This Agreement embodies the entire agreement and understanding among the parties hereto and supersedes all prior agreements and understandings related to the subject matter hereof.

[Signatures On Next Page]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above.

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Pari Passu Collateral Agent
By:
	Name:
	Title:

OFFSHORE GROUP INVESTMENT LIMITED, a Cayman Islands exempted company
By:
	Name: Douglas G. Smith
	Title: CFO and Treasurer
[GUARANTOR], a
[___________________]
By:
	Name:
	Title:

FORM OF

ASSIGNMENT OF EARNINGS BY INTERNAL CHARTERERS

(this “Assignment”)

Each of the entities listed on Schedule I hereto and each entity who in the future becomes an Internal Charterer (as defined in the Mortgage defined below)(such existing Schedule I entities or future entities, each individually is called herein an “Assignor” and collectively, the “Assignors”), in consideration of One Dollar ($1.00) lawful money of the United States of America and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, has sold, assigned, transferred and set over, and by this instrument does sell, assign, transfer and set over unto Wells Fargo Bank, National Association, as (i) Noteholder Collateral Agent pursuant to the terms of the Existing Indenture (defined below) (in such capacity, the “Existing Noteholder Collateral Agent”), as (ii) Noteholder Collateral Agent pursuant to the terms of the 2012 Indenture (defined below) (in such capacity, the “New Noteholder Collateral Agent”), as (iii) Collateral Agent under the Term Loan Agreement (defined below) (in such capacity, the “Lender Collateral Agent”), and (iv) as Collateral Agent pursuant to the terms of the Credit Agreement (in such capacity, the “Collateral Agent”, together with the Existing Noteholder Collateral Agent, the New Noteholder Collateral Agent, and the Lender Collateral Agent, the “Pari Passu Collateral Agent”, as assignee (together with its successors and permitted assigns, in such capacity, the “Assignee”), to its own proper use and benefit and does hereby grant to the Assignee a security interest in all the right, title, interest, claim and demand of each Assignor in and to (i) all freights, hire and other moneys earned and to be earned, due or to become due, or paid or payable to, or for the account of, each Assignor, of whatsoever nature, arising out of or as a result of the use, operation, pooling or chartering (whether by Internal Charter, Permitted Third Party Charter, or otherwise) by any such Assignor or its agents of any of the Vessels listed on Schedule I hereto (individually a “Vessel” and collectively, the “Vessels”, including, without limitation, all rights arising out of the owner’s lien on cargoes and subfreights thereunder, (ii) all moneys and claims for moneys due and to become due to each Assignor, and all claims for damages, arising out of the breach of any and all present and future drilling contracts, Internal Charters, Permitted Third Party Charters, other charter parties, pooling arrangements, bills of lading, contracts and other engagements of affreightment or for the carriage or transportation of cargo, and operations of every kind whatsoever of any Vessel and in and to any and all claims and causes of action for money, loss or damages that may accrue or belong to each such Assignor, its successors or assigns, arising out of or in any way connected with the present or future use, operation, pooling or chartering of any Vessel or arising out of or in any way connected with any and all present and future requisitions, drilling contracts, Internal Charters, Permitted Third Party Charters, charter parties, pooling arrangements, bills of lading, contracts and other engagements of affreightment or for the carriage or transportation of cargo, and other operations of each such Vessel, (iii) all moneys and claims due and to become due to the Assignors, and all claims for damages and all insurances and other proceeds, in respect of the actual or constructive total loss of or requisition of use of or title to any Vessel, and (iv) any proceeds of any of the foregoing and all interest and earnings from the investment of any of the foregoing and the proceeds thereof.

The rights and obligations of the Assignors and the Assignee hereunder are governed by the terms of the Intercreditor Agreement (defined below).

Capitalized terms used herein and not otherwise defined shall be used herein as defined in, or by reference in, the Mortgage (defined below). The following terms shall have the following meanings:

“Credit Agreement” means that certain Credit Agreement dated as of June 21, 2012, among the Issuer, as borrower, the Parent, the guarantors from time to time party thereto (including the Assignor), the lenders from time to time party thereto, and Royal Bank of Canada, as collateral agent, and any and all successors thereto in such capacity, as the same has been and may hereafter be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.

“Existing Indenture” means that certain Indenture dated as of July 30, 2010, among the Issuer, the guarantors from time to time party thereto, and Wells Fargo Bank, National Association, as trustee and noteholder collateral agent, and any and all successors thereto in either such capacity, as the same has been and may be further amended, restated, supplemented.

“Intercreditor Agreement” means that certain Intercreditor Agreement dated October 25, 2012, among Wells Fargo Bank, National Association, as collateral agent under the Existing Indenture, the 2012 Indenture, and the Term Loan Agreement, Royal Bank of Canada, as collateral agent under the Credit Agreement, Citibank, N.A., as administrative agent under the Term Loan Agreement, and acknowledged by the Issuer, Parent, and each of the other guarantors party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

“Mortgage” means that certain First Naval Mortgage, dated October 25, 2012 by the Assignor, as Shipowner in favor of the Assignee, as Pari Passu Collateral Agent, as Mortgagee.

“Term Loan Agreement” means that certain Term Loan Agreement dated as of October 25, 2012, among the Issuer, as co-borrower, the US Borrower (as defined therein), the guarantors from time to time party thereto, the lenders from time to time party thereto, Citibank, N.A., as administrative agent, and Wells Fargo Bank, National Association, as collateral agent, as the same has been and may hereafter be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.

“2012 Indenture” means that certain Indenture dated as of October 25, 2012, among the Issuer, the guarantors from time to time party thereto, and Wells Fargo Bank, National Association, as trustee and noteholder collateral agent, and any and all successors thereto in either such capacity, as the same has been and may be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.

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Section 1. Recital; Joint and Several Obligation. (a) This Assignment is given as security for all of the Secured Obligations (as defined in the Mortgage) of each Assignor under, and in accordance with the terms of the Pari Passu Documents (as defined in the Mortgage) to which each Assignor, respectively, is a party, and to secure as well the performance and observance of all agreements, covenants and provisions contained in this Assignment, the Mortgage and the other Pari Passu Documents.

(b) The obligations of each Assignor hereunder are joint and several and may be enforced separately whether or not enforcement action is or may be taken against any other Assignor.

Section 2. Representations and Warranties. Each Assignor, jointly and severally, hereby represents and warrants to the Assignee, as an inducement to the Assignee to accept this Assignment, that:

(a) neither the whole nor any part of the right, title and interest hereby assigned is the subject of any present assignment, security interest or pledge other than any assignments for the benefit of the Assignee; and

(b) all Internal Charterers of the Vessels as of the date hereof are listed on Schedule I hereto.

Section 3. Covenants. Each Assignor, jointly and severally, hereby covenants to the Assignee that:

(a) Without derogation of the rights of the Assignee under Section 5 hereof, each Assignor will issue instructions to any operator or charterer and other obligors directly, and specifically authorize and direct any operator or charterer or other obligor to, make payment of all of the freights, hire and other moneys hereby assigned directly to an Earnings Account in accordance with the Pari Passu Documents, or as otherwise directed from time to time by the Assignee; provided that, if the terms of a Drilling Contract, Permitted Third Party Charter or local law covering a Vessel requires that such moneys hereby assigned be paid to a non-United States bank account by the counterparty to such Drilling Contract, or Permitted Third Party Charter this covenant shall not be deemed violated if to the extent required by and in accordance with the terms of the Pari Passu Documents funds standing to the credit of such account are transferred after deposit thereof in the jurisdiction in which the account is located to an account that qualifies as an Earnings Account.

(b) Each Assignor shall notify the Assignee promptly in writing of any and all bareboat charter parties, Internal Charters, Permitted Third Party Charters, time charter parties or series of successive voyage charter parties, drilling contracts, contracts of affreightment or pooling arrangements entered into by such Assignor or by a charterer under a Permitted Third Party Charter respecting a Vessel. The Assignors shall also provide the Assignee with a true and complete copy of any such agreements specified in this paragraph (b) upon the Assignee’s request.

(c) Each Assignor shall cause (x) any Internal Charterer of a Vessel to execute and deliver to the Assignee an assignment of all freights, hires, earnings (and proceeds thereof)

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payable to such Internal Charterer under a Drilling Contract or under a Permitted Third Party Charter respecting such Vessel, and (y) such assignment in favor of the Assignee to be perfected. The obligations of each Assignor under this Section 3(c) shall be deemed satisfied by the execution and delivery of the Guarantees (as such term is defined in the Mortgage) and the other documents and instruments contemplated to be entered into by a Guarantor.

(d) So long as this Assignment is in effect, each Assignor agrees that it (x) shall not assign, grant a security interest in or pledge the whole or any part of the right, title and interest hereby assigned to anyone other than the Assignee, its successors, endorsees and/or permitted assigns, without the prior written consent of the Assignee, and (y) shall not take or omit to take any action, the taking or omission of which might result in any material alteration or impairment of this Assignment or any of the rights created by this Assignment.

(e) Each Assignor covenants and agrees with the Assignee that it will (i) use commercially reasonable efforts to duly perform and observe all of the terms and provisions of any drilling contract, Internal Charter, Permitted Third Party Charter, other charter, contract of affreightment or pooling arrangement on the part of such Assignor to be performed or observed, and (ii) clearly record on the books and records of the Assignor notations of this Assignment.

(f) At any time and from time to time, upon the written request of the Assignee, each Assignor shall promptly and duly execute and deliver any and all such further instruments and documents as the Assignee may reasonably request in order to obtain the full benefits of this Assignment and the rights and powers herein granted.

(g) Whenever requested by the Assignee at the direction of the Controlling Party (as defined in the Intercreditor Agreement) or after an Event of Default (as defined in the Mortgage), each Assignor shall promptly deliver letters to each of its agents and representatives into whose hands or control may come any earnings, moneys and property hereby assigned, informing each such addressee of this Assignment, and if any Event of Default has occurred and is continuing, instructing such addressee to remit or deliver promptly to the Assignee all earnings, moneys and property hereby assigned which may come into the addressee’s hands or control and to continue to make such remittances or delivery until such time as the addressee may receive written notice or instructions to the contrary direct from the Assignee. Each such addressee shall acknowledge in writing directly to the Assignee receipt of such Assignor’s letter of notification and instructions.

(h) Upon entering into an Internal Charter respecting any Vessel, each such Assignor will cause any Internal Charterer to execute and deliver to the Assignee an Assignment of Earnings substantially in the form hereof together with notice thereof, or to accede to and join this Assignment by executing an Accession Agreement in the form of Exhibit A hereto, and to take all actions necessary to perfect and maintain the perfection of the security interest of the Assignee in the earnings assigned thereunder.

Section 4. Consent. Each Assignor that is an Internal Charterer and that in such capacity is the account debtor of any amount assigned hereunder or under any other Earnings Assignment, to the Assignee, hereby consents to such assignment and agrees to make, or cause to be made, all payments of such amounts assigned to an Earnings Account.

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Section 5. Freedom of Assignee from Obligations. It is hereby expressly agreed that, anything herein contained to the contrary notwithstanding, the Assignee shall have no obligation or liability under any drilling contract, Internal Charter, Permitted Third Party Charter, other charter, contract of affreightment or pooling arrangement by reason of or arising out of this Assignment, nor shall the Assignee be required or obligated in any manner to perform or to fulfill any obligations of any Assignor under or pursuant to any drilling contract, Internal Charter, Permitted Third Party Charter, other charter, contract of affreightment or pooling arrangement nor to make any payment, nor to make any inquiry as to the nature or sufficiency of any payment received by the Assignee or to present or file any claim, or to take any other action to collect or enforce the payment of any amounts which may have been assigned to it or which it may be entitled to hereunder at any time or times.

Section 6. Payment Directions; Power of Attorney; Financing Statements.

(a) Prior to the occurrence of an Event of Default, each Assignor shall cause all moneys assigned hereunder to be paid directly by the obligor thereof in accordance with the terms of Section 3(a) hereof.

(b) Upon the occurrence and during the continuance of an Event of Default, the Assignee shall be entitled to direct any operators and charterers and other obligors to pay all moneys assigned hereunder to such bank account in New York City or elsewhere as the Assignee may from time to time designate. Thereafter, upon request of the Issuer in writing, the Assignee agrees to furnish the Issuer with information from time to time as to the accounts (other than the Earnings Account) into which moneys assigned hereunder are paid, the amounts and sources of such payments and the amounts and application of moneys withdrawn therefrom. The Assignee, its successors and permitted assigns, are hereby constituted lawful attorneys of each Assignor, irrevocably, with full power (in the name of such Assignor or otherwise), to ask, require, demand, receive, compound and give acquittance for any and all moneys, claims, property and rights hereby assigned, to endorse any checks or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings which the Assignee may deem to be necessary or advisable in the premises. Any action or proceeding brought by the Assignee pursuant to any of the provisions hereof or of any drilling contract, Internal Charter, Permitted Third Party Charter, other charter, contract of affreightment, pooling arrangement or otherwise, and any claim made by the Assignee hereunder or under any drilling contract, Internal Charter, Permitted Third Party Charter, other charter, contract of affreightment or pooling arrangement, may be compromised, withdrawn or otherwise dealt with by the Assignee without any notice to, or approval of, any Assignor.

(c) Each Assignor hereby irrevocably (x) authorizes the Assignee to file, at any time and from time to time, both before and after the occurrence and during the continuance of an Event of Default, at such Assignor’s expense, such financing and continuation statements or perfection papers of similar purpose or effect relating to this Assignment, without such Assignor’s signature, as the Assignee at its option may deem appropriate and (y) appoints the Assignee as such Assignor’s attorney-in-fact to execute any such statements in the Assignor’s name and to perform all other acts which the Assignee may deem appropriate to perfect and continue the security interest conferred hereby. Notwithstanding the foregoing authorization, each Assignor shall at its own expense file all financing and continuation statements or

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perfection papers of similar purpose or effect and give such notices relating to this Assignment, and perform all other acts, necessary or appropriate to perfect and continue the security interest conferred hereby.

Section 7. Irrevocable Assignment. The powers and authority granted to the Assignee herein have been given for a valuable consideration and are hereby declared to be irrevocable and may not be amended or waived except by an instrument in writing signed by the party against whom enforcement is sought.

Section 8. Governing Law; Waiver of Jury Trial.

(a) This Assignment shall be construed in accordance with and governed by the laws of the State of New York, United States of America without regard to its conflict of laws rules (other than Section 5-1401 of the New York General Obligations Law). Each Assignor hereby irrevocably submits itself to the non-exclusive jurisdiction of any New York State or Federal court sitting in New York County and any appellate court from any thereof, for the purposes of (and solely for the purposes of) any suit, action or other proceeding arising out of, or relating to, this Assignment or any of the transactions contemplated hereby, hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard in such New York State or Federal court and hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum, or that the venue of such suit, action or proceeding is improper, or that this Assignment or the subject matter hereof may not be enforced in or by such courts. Each Assignor irrevocably consents to the service of any and all process in any suit, action or proceeding arising out of or relating to this Assignment or any other Pari Passu Document to which such Assignor is a party by the mailing of copies of such process to such Assignor at its address specified in Section 9 hereof. Each Assignor agrees that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this paragraph shall affect the right of the Assignee to serve legal process in any other manner permitted by law or affect the right of the Assignee to bring any action or proceeding against any Assignor or any of its property in the courts of any other jurisdiction.

(b) BY ITS SIGNATURE BELOW WRITTEN EACH ASSIGNOR HEREBY IRREVOCABLY WAIVES UNDER APPLICABLE LAW ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS ASSIGNMENT, THE PARI PASSU DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

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Section 9. Notices. All notices or other communications required or permitted to be made or given hereunder shall be made in writing, in English, and personally delivered to an officer or other responsible employee of the addressee, or sent, by registered air mail, return receipt requested, postage prepaid, facsimile transmission, or other direct written electronic means to the applicable address set forth under such party’s name below, or to such other address as any party hereto may from time to time designate to the others in such manner:

If to the Assignee:

Wells Fargo Bank, N.A.

Corporate, Municipal & Escrow Services

750 N. St. Paul Place, Suite 1750

MAC T9263-170

Dallas, TX 75201

Telephone: (214) 756-7430

Telecopier (214) 756-7401

Electronic Mail: patrick.giordano@wellsfargo.com

with copy to:

Haynes and Boone, LLP

201 Main St., Suite 2200

Fort Worth, TX 76102

Attention: William D. Greenhill

Telephone: (817) 347-6602

Telecopier: (817) 348-2321

Electronic Mail: william.greenhill@haynesboone.com

If to the Assignor:

Vantage Drilling Company

777 Post Oak Blvd., Suite 800

Houston, Texas 77056

Attention: Douglas Smith, Chief Financial Officer

Telephone: (281) 404-4700

Telecopier: (281) 404-4749

Electronic mail: dsmith@vantagedrilling.com

with a copy to:

Fulbright & Jaworski L.L.P.

Fulbright Tower

1301 McKinney, Suite 5100

Houston, Texas 77010

Attention: Joshua P. Agrons, Esq.

Telephone: 1 713 651 5151

Telecopier: 1 713 651 5246

Electronic Mail: jagrons@fulbright.com

Any communication personally delivered shall be deemed to have been validly and effectively given or delivered on the date of such delivery. Any communication transmitted by facsimile, or other direct written electronic means, or by registered air mail, shall be deemed to have been validly and effectively given or delivered on the day when received.

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Section 10. Headings. The division of this Assignment into sections and the insertion of headings are for convenience of reference only and shall not affect the interpretation or construction of this Assignment.

Section 11. Termination. This Assignment shall create a continuing security interest and shall (a) remain in full force and effect until the payment in full in cash of the Secured Obligations of each Assignor, respectively, under and in accordance with the terms of the Pari Passu Documents, at which time this Assignment shall automatically terminate without any further action by any party; (b) be binding upon each Assignor and its successors, transferees and assigns; and (c) inure, together with the rights and remedies of the Assignee hereunder, to the benefit of and be binding upon, the Assignee and its respective successors, transferees, and assigns. Without limiting the generality of the foregoing clause, when the Assignee assigns or otherwise transfers any interest held by it under the Pari Passu Documents to any other Person pursuant to the terms of the Pari Passu Documents, that other Person shall thereupon become vested with all the benefits held by such Assignee under this Assignment.

Section 12. Incorporation of Protections in Other Pari Passu Documents. This Assignment shall constitute one of the Pari Passu Documents. Any rights or protections, including, without limitation, all indemnities and rights to reimbursement that may be granted to the Assignee in its capacity as the Noteholder Collateral Agent under any of the Pari Passu Documents shall be deemed incorporated herein. Any proceeds received by the Assignee upon the exercise of rights hereunder shall be applied by the Assignee in accordance with the terms of the Intercreditor Agreement.

Section 13. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN TO THE CONTRARY, IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF (A) THIS ASSIGNMENT AND (B) ANY OF THE EXISTING INDENTURE, THE 2012 INDENTURE, THE TERM LOAN AGREEMENT, OR THE CREDIT AGREEMENT, THE PROVISIONS OF THE EXISTING INDENTURE, THE 2012 INDENTURE, THE TERM LOAN AGREEMENT, OR THE CREDIT AGREEMENT, AS APPLICABLE, SHALL CONTROL WITH RESPECT THERETO (BUT SHALL NOT CONTROL AS SUCH PROVISION MAY APPLY TO ANY OTHER SUCH INDENTURE OR AGREEMENT), UNLESS THE PROVISIONS OF SUCH INCONSISTENT INDENTURE OR AGREEMENT ARE INCONSISTENT WITH THE INTERCREDITOR AGREEMENT, IN WHICH CASE, THE INTERCREDITOR AGREEMENT SHALL CONTROL.

Section 14. Counterparts. This Assignment and the Acceptance hereof may be executed in one or more counterparts and all such counterparts shall constitute one and the same instrument.

[Remainder of page left intentionally blank]

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IN WITNESS WHEREOF, each Assignor has caused this Assignment to be duly executed, by it by way of deed, on the date first written above.

EXECUTED AS A DEED by:

OFFSHORE GROUP INVESTMENT LIMITED

By:

Name:

Title:

In the presence of:

Witness:

Name:

Occupation:

VANTAGE DRILLER I CO.

By:

Name:

Title:

In the presence of:

Witness:

Name:

Occupation:

VANTAGE DRILLER IV CO.

By:

Name:

Title:

In the presence of:

Witness:

Name:

Occupation:

ASSIGNMENT OF EARNINGS BY INTERNAL CHARTERERS

VANTAGE DRILLING NETHERLANDS BV

By:

Name:

Title:

In the presence of:

Witness:

Name:

Occupation:

VANTAGE DRILLING (MALAYSIA) I SDN.

By:

Name:

Title:

In the presence of:

Witness:

Name:

Occupation:

VANTAGE DRILLING LABUAN I LTD. SDN.

By:

Name:

Title:

In the presence of:

Witness:

Name:

Occupation:

AGREEMENT OF EARNINGS BY INTERNAL CHARTERERS

VANTAGE DEEPWATER DRILLING, INC.

By:

Name:

Title:

In the presence of:

Witness:

Name:

Occupation:

The terms and conditions of this Assignment are hereby

ACCEPTED BY:

Wells Fargo Bank, National Association,

as Pari Passu Collateral Agent, as Assignee

By:

Name:

Title:

AGREEMENT OF EARNINGS BY INTERNAL CHARTERERS

Schedule I

Internal Charterer

Offshore Group Investment Limited

Vantage Driller I Co.

Vantage Driller IV Co.

Vantage Drilling Netherlands BV

Vantage Drilling (Malaysia) I SDN

Vantage Drilling Labuan I Ltd

Vantage Deepwater Drilling, Inc.

Vessels:

Aquamarine Driller

Emerald Driller

Sapphire Driller

Topaz Driller

Platinum Explorer

Titanium Explorer

SCHEDULE I TO ASSIGNMENT OF EARNINGS BY INTERNAL CHARTERERS (                    )

EXHIBIT A

ACCESSION AGREEMENT FOR ASSIGNMENT OF EARNINGS BY INTERNAL CHARTERERS

ACCESSION AGREEMENT FOR ASSIGNMENT OF EARNINGS BY INTERNAL CHARTERERS, dated effective as of                      (this “Accession Agreement”), by [relevant assignor] (the “New Assignor”), and Wells Fargo Bank, National Association, as Pari Passu Collateral Agent (together with its successors and permitted assigns, in such capacity, the “Assignee”).

WHEREAS:

A. The Assignors listed on Schedule A to this Accession Agreement and the Assignee are parties to the Assignment of Earnings by Internal Charterers dated October 25, 2012 ( the “Original Assignment”).

B. The New Assignor wishes to accede to and subject itself to the Original Assignment, be bound by the terms of the Original Assignment and to include (i) the [Panamanian / Bahamian] flag vessel, “[vessel name]”, in the list of “Vessels” described on Schedule I to the Original Assignment, and (ii) [relevant assignor], as an additional assignor on Schedule I to the Original Assignment.

C. Defined Terms. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Original Assignment.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the New Assignor and the Assignee hereby agree as follows:

1. The New Assignor hereby becomes an Assignor of any and all obligations under the Original Assignment, as may be subsequently amended, modified or supplemented from time to time.

2. The New Assignor hereby acknowledges, agrees and confirms that, by its execution of this Accession Agreement, the New Assignor (i) will be deemed to be a party to the Original Assignment as an Assignor, (ii) agrees to be listed as an Internal Charterer on Schedule 1 to the Original Assignment, (iii) agrees to have the “[vessel name]” listed as a Vessel on Schedule 1 to the Original Assignment, (iv) grants, as an Assignor and with respect to the [vessel name], the security interest created by the Original Assignment and, from and after the date hereof, and (v) shall have all of the obligations, rights, remedies and benefits of an Assignor under the Original Assignment as if it had executed the Original Assignment. The New Assignor hereby ratifies, as of the date hereof, confirms and agrees to be bound by, all of the terms, provisions and conditions applicable to an Assignee contained in the Original Assignment.

ACCESSION AGREEMENT FOR ASSIGNMENT OF EARNINGS BY INTERNAL CHARTERERS (                    )

3. The New Assignor hereby agrees to comply with the terms and conditions of the Original Assignment.

4. This Accession Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract.

5. This Accession Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

[Remainder of page intentionally left blank.]

ACCESSION AGREEMENT FOR ASSIGNMENT OF EARNINGS BY INTERNAL CHARTERERS (                    )

IN WITNESS WHEREOF, the New Assignor has caused this Accession Agreement to be duly executed, by it by way of deed, on the date first written above.

EXECUTED AS A DEED by:

[RELEVANT ASSIGNOR]

By:

Name:

Title:

In the presence of:

Witness:

Name:

Occupation:

The terms and conditions of this Accession Agreement are hereby

ACCEPTED BY:

Wells Fargo Bank, National Association,

as Pari Passu Collateral Agent, as Assignee

By:

Name:

Title:

SIGNATURE PAGE TO ACCESSION AGREEMENT FOR ASSIGNMENT OF EARNINGS BY INTERNAL CHARTERERS (            )

Schedule A - Assignors

Offshore Group Investment Limited

Vantage Driller I Co.

Vantage Driller IV Co.

Vantage Drilling Netherlands BV

Vantage Drilling Labuan I Ltd

Vantage Drilling (Malaysia) I SDN

Vantage Deepwater Drilling Inc.

#11757323_v2

ASSIGNMENT OF EARNINGS BY INTERNAL CHARTERERS

EXHIBIT K-1 TO

SECOND TERM LOAN AGREEMENT

FORM OF SHIP MORTGAGE – PANAMA

[Attached]

K-1-1

EXHIBIT

AMENDMENT NO. 1 TO FIRST NAVAL MORTGAGE

By

[Shipowner]

as

Shipowner

and

WELLS FARGO BANK, NATIONAL ASSOCIATION

as

Pari Passu Collateral Agent and Mortgagee

Dated [            ]

Panamanian Vessel

[Vessel]

This AMENDMENT NO. 1, dated the [            ] (this “Amendment”), to FIRST NAVAL MORTGAGE, dated October 25, 2012 (the “Original Mortgage”), by [Shipowner, description of Shipowner] (the “Shipowner”) with an address at: 777 Post Oak Boulevard, Suite 610, Houston, Texas 77056, and WELLS FARGO BANK, NATIONAL ASSOCIATION, with an address at: 750 N. St. Paul Place, Suite 1750, MAC T9263-170, Dallas, Texas, 75201, as (i) Noteholder Collateral Agent pursuant to the terms of the 2013 Indenture (defined below) (in such capacity, the “2013 Indenture Collateral Agent”), (ii) the Noteholder Collateral Agent pursuant to the terms of the 2012 Indenture (in such capacity, the “2012 Noteholder Collateral Agent”), (iii) Collateral Agent under the Term Loan Agreement (in such capacity, the “Lender Collateral Agent”), (iv) Collateral Agent under the Second Term Loan Agreement (defined below) (in such capacity, the “Second Term Loan Collateral Agent”) and (v) as Collateral Agent pursuant to the terms of the Credit Agreement (defined below) (in such capacity, the “Credit Agreement Collateral Agent”, and together with the 2013 Indenture Collateral Agent, the 2012 Noteholder Collateral Agent, the Lender Collateral Agent, and the Second Term Loan Collateral Agent, the “Pari Passu Collateral Agent”, and together with its successors and assigns as such collateral agent under each of the 2013 Indenture, the 2012 Indenture, the Term Loan Agreement, the Second Term Loan Agreement and the Credit Agreement, the “Mortgagee”).

The Original Mortgage as amended by this Amendment is called the “Mortgage.”

RECITALS:

A. The Shipowner is the sole owner of the whole of the Panamanian flag vessel (the “Vessel”) “[Vessel]” with Permanent Patent Number 34899-09, which is duly documented in the name of the Shipowner under the laws and flag of the Republic of Panama, which vessel is further described on Schedule I attached hereto and made a part hereof.

B. The Original Mortgage was created on the Vessel in favor of the Mortgagee (as defined in the Original Mortgage) by the Shipowner and preliminarily recorded in the Microfilm (Mercantile) Section of the Public Registry Office of the Republic of Panama, at Card No. [            ], Document No. [            ], on [            ] and permanently recorded on [            ] at Card No. [            ], Document No. [            ].

C. The Original Mortgage secures, inter alia, the Shipowner’s obligations under, and the Shipowner’s guarantees of the Issuer’s obligations under, the following documents (in each case, as defined in the Original Mortgage):

(i) the 2012 Indenture;

(ii) the Term Loan Agreement;

(iii) the Credit Agreement; and

(iv) the Existing Indenture.

D. The Original Mortgage is being amended to secure the 2013 Note Obligations, the Second Term Loan Obligations and the increase in the amount of the Credit Agreement Obligations described in whereas clause 6 below, and to no longer secure the Existing Note Obligations (as each such term is defined in the Mortgage, as amended hereby).

E. The Shipowner is party to, and has executed and delivered a guarantee (the “2013 Note Guarantee”) of the obligations of the Issuer under the 2013 Indenture, pursuant to which the Issuer has issued to the Initial Purchasers (as defined in the 2013 Indenture) notes in US$775,000,000 aggregate principal amount bearing interest at the rate of 7.125% and due 2023. The form of the 2013 Indenture is annexed hereto as Exhibit A and made a part hereof, and the form of the 2013 Note Guarantee is annexed to the 2013 Indenture as Exhibit E thereto.

F. The Shipowner is party to, and has executed and delivered a guarantee (the “Second Term Loan Guarantee”) respecting the obligations of the Issuer and Vantage Delaware Holdings, LLC (“VDH”) under, the Second Term Loan Agreement pursuant to which the lenders thereunder have advanced to the Issuer and VDH a term loan in the aggregate principal amount of Three Hundred Fifty Million United States Dollars (US$350,000,000). The form of the Second Term Loan Agreement (which includes the Second Term Loan Guarantee) is annexed hereto as Exhibit B and made a part hereof.

G. The Shipowner is a party to, and has executed and delivered a guarantee (the “Original Credit Agreement Guarantee”) respecting the obligations of the Issuer and the Parent under, a Credit Agreement dated as of June 21, 2012 (the “Original Credit Agreement”) among the Issuer and the Parent, as borrowers, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Royal Bank of Canada, as collateral agent, pursuant to which the lenders from time to time party thereto made a commitment to provide advances to the borrowers thereunder in an aggregate original principal amount of up to Twenty-Five Million United States Dollars (US$25,000,000). The form of the Original Credit Agreement was annexed to the Original Mortgage as Exhibit D thereto. The Original Credit Agreement has been amended and restated as of the date hereof in accordance with the terms of the Credit Agreement (as defined below), inter alia, to increase the amount of the commitments available to the borrowers up to the aggregate principal amount of Two Hundred Million United States Dollars (US$200,000,000). The Shipowner has executed and delivered a guarantee (the “Credit Agreement Guarantee”) respecting the obligations of the borrowers under the Credit Agreement. The form of the Credit Agreement (which includes the Credit Agreement Guarantee) is annexed hereto as Exhibit C and made a part hereof.

H. The Issuer has designated the 2013 Note Obligations and the Second Term Loan Obligations as “Other Pari Passu Obligations” for purposes of the Intercreditor Agreement and certain other documents, including the Original Mortgage.

I. Consequently, the Original Mortgage as amended by this Amendment secures the Shipowner’s guarantees under the 2013 Note Guarantee, the Second Term Loan Guarantee, the Credit Agreement Guarantee, the 2012 Note Guarantee (as defined in the Original Mortgage) and the Loan Guarantee (as defined in the Original Mortgage).

J. The Shipowner will receive substantial direct and indirect benefits through the extension of the loans and the issuance of notes, as applicable, under the 2013 Indenture, the Second Term Loan Agreement and the Credit Agreement, and in consideration of such benefits

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and other good and valuable consideration and to secure its obligations under the 2013 Note Guarantee, the 2013 Loan Guarantee, the Credit Agreement Guarantee, the 2012 Note Guarantee (as defined in the Original Mortgage), and the Loan Guarantee (as defined in the Original Mortgage), the receipt and sufficiency of which are hereby acknowledged, the Shipowner has executed this Amendment.

K. In accordance with the terms of the Intercreditor Agreement, the parties thereto have, inter alia, agreed to certain matters relating to the Original Mortgage (as amended by this Amendment), the 2012 Indenture, the Term Loan Agreement, the 2013 Indenture, the Second Term Loan Agreement and the Credit Agreement. The form of the Intercreditor Agreement is annexed to the Original Mortgage as Exhibit F thereto and made a part thereof.

L. The Original Mortgage as amended by this Amendment secures the Secured Obligations, as such term is amended by virtue of the amended definition of “Pari Passu Obligations” as set forth in Section 2 of this Amendment.

M. The 2013 Notes bear interest at the rate of 7.125% per annum; the 2012 Notes bear interest at the rate of 7.50% per annum; the amounts due under the Term Loan Agreement bear interest at the rate set forth in Section 2.08 of the Term Loan Agreement; the amounts due under the Second Term Loan Agreement bear interest at the rate set forth in Section 2.08 of the Second Term Loan Agreement; and the amounts due under the Credit Agreement bear interest at the rate set forth in Section 2.05 of the Credit Agreement.

N. The parties to this Amendment agree that the total amount of the Original Mortgage, as amended by this Amendment, is the aggregate of (i) the 2012 Notes in the original outstanding principal amount of One Billion One Hundred Fifty Million United States Dollars (US$1,150,000,000); (ii) the amount due under the Term Loan Agreement in the original outstanding principal amount of Five Hundred Million United States Dollars ($500,000,000); (iii) amounts due under the Credit Agreement in the aggregate maximum principal amount of up to Two Hundred Million United States Dollars (US$200,000,000); (iv) the 2013 Notes in the original outstanding principal amount of Seven Hundred Seventy Five Million United States Dollars (US$775,000,000); and (v) the amount due under the Second Term Loan Agreement in the original outstanding principal amount of Three Hundred Fifty Million United States Dollars (US$350,000,000). The aggregate of the amounts in items (i)—(v) is Two Billion Nine Hundred Seventy Five Million United States Dollars (US$2,975,000,000) and such aggregate amount is the amended total principal amount of the Mortgage.

NOW, THEREFORE, to secure the prompt payment of the Secured Obligations and the performance and observance of all agreements, covenants and provisions of the Shipowner contained in the 2013 Note Guarantee, the 2012 Note Guarantee, the Loan Guarantee, the Second Loan Guarantee and the Credit Agreement Guarantee, the other Pari Passu Documents (as such term is amended by this Amendment), and this Mortgage, the Shipowner has mortgaged and by these presents does hereby execute and constitute an Amendment No. 1 to First Naval Mortgage in accordance with the provisions of Chapters V and VI, Title IV of Law No. 55 of August 6, 2008 of the Republic of Panama and the pertinent provisions of the Civil Code and other laws of the Republic of Panama upon the whole of the Vessel to the Mortgagee, together with all of the boilers, engines, generators, drilling machinery and equipment, pumps and

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pumping equipment, machinery, masts, spars, sails, boats, anchors, cables, chains, rigging, tackle, outfit, apparel, furniture, fittings, equipment, spares, fuel, stores and all other appurtenances thereunto appertaining or belonging, and also any and all additions, improvements and replacements hereafter made in or to such Vessel, or any part thereof, or in or to her equipment and appurtenances aforesaid;

TO HAVE AND TO HOLD all and singular the Vessel unto the Mortgagee and its successors and permitted assigns, to its and its successors’ and permitted assigns’ own use, benefit and behoof forever, subject to the rights of the Shipowner therein as provided in the Mortgage;

IT IS HEREBY COVENANTED, DECLARED AND AGREED that the Vessel is to be held subject to the further covenants, conditions, provisions, terms and uses set forth in the Mortgage.

1. All capitalized terms used herein but not otherwise defined shall have the meaning specified in the Original Mortgage (as amended by this Amendment) or, if such capitalized term is not defined in the Original Mortgage (as amended by this Amendment), then as such term is defined in, or by reference in, the Intercreditor Agreement.

2. The Original Mortgage is hereby amended as follows:

(a) Section 1.2 shall be amended by deleting the following definitions in their entirety, and all such defined terms as used throughout the Mortgage shall be deemed to be deleted:

(i) “Existing Indenture”

(ii) “Existing Indenture Collateral Agreements”

(iii) “Existing Indenture Documents”

(iv) “Existing Indenture Indemnified Parties”

(v) “Existing Indenture Secured Parties”

(vi) “Existing Note Obligations”.

(b) Section 1.2 shall be amended by adding the following definitions:

(i) “2013 Indenture” means that certain Indenture dated as of March 28, 2013, among the Issuer, the guarantors from time to time party thereto, and Wells Fargo Bank, National Association, as trustee and noteholder collateral agent, and any and all successors thereto in either such capacity, as the same has been and may be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.

(ii) “2013 Indenture Collateral Agreements” means the 2013 Note Guarantee and any agreement, document or instrument pursuant to which a Lien is granted to secure any 2013 Note Obligations or under which rights or remedies with respect to any such Lien are governed, as the same may be amended, restated, modified, renewed, refunded, replaced, or refinanced from time to time as permitted by the Pari Passu Documents.

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(iii) “2013 Indenture Documents” means the 2013 Indenture, the 2013 Notes, the applicable Purchase Agreements, the 2013 Indenture Collateral Agreements, and any agreement, instrument or other document evidencing or governing any 2013 Note Obligations.

(iv) “2013 Indenture Indemnified Parties” shall mean the Initial Purchasers (as defined in the 2013 Indenture), the 2013 Noteholder Collateral Agent, and each Noteholder (as defined in the 2013 Indenture).

(v) “2013 Indenture Secured Parties” means the 2013 Noteholder Collateral Agent and the Noteholders (as defined in the 2013 Indenture).

(vi) “2013 Note Obligations” means all obligations under the 2013 Indenture of the Issuer, the Parent and the other Guarantors (as defined in the 2013 Indenture) under the 2013 Indenture Documents and the other “obligations” under, and as defined in, the 2013 Indenture, including, but not limited to, all indebtedness evidenced by any and all Notes (as defined in the 2013 Indenture) now or hereafter issued thereunder, including any series of Notes that may hereafter from time to time be issued as permitted under the 2013 Indenture.

(vii) “2013 Notes” means the senior secured first lien notes due 2023 in the original aggregate principal amount of Seven Hundred Seventy Five Million United States Dollars (US$775,000,000) to the Initial Purchasers (as defined in the 2013 Indenture).

(viii) “Second Term Loan Agreement” means that certain Second Term Loan Agreement dated as of on or about the date hereof, among the Issuer, as co-borrower, the US Borrower (as defined therein), the guarantors from time to time party thereto, the lenders from time to time party thereto, Citibank, N.A., as administrative agent, and Wells Fargo Bank, National Association, as collateral agent, as the same has been and may hereafter be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time as permitted by the Pari Passu Documents.

(ix) “Second Term Loan Collateral Agreements” means any agreement, document or instrument pursuant to which a guarantee is given or a Lien is granted to secure any Second Term Loan Obligations or under which rights or remedies with respect to any such Lien are governed, as the same may be amended, restated, modified, renewed, refunded, replaced or refinanced from time to time as permitted by the Pari Passu Documents.

(x) “Second Term Loan Documents” means the Second Term Loan Agreement, the Second Term Loan Collateral Agreements and any agreement, instrument or other document evidencing or governing any Second Term Loan Obligations.

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(xi) “Second Term Loan Indemnified Parties” shall mean each of the Lenders (as defined in the Second Term Loan Agreement) and the Second Term Loan Collateral Agent.

(xii) “Second Term Loan Obligations” means the “Obligations” (as defined in the Second Term Loan Agreement) of the Issuer, the US Borrower (as defined in the Second Term Loan Agreement) and the guarantors from time to time party to the Second Term Loan Agreement and any other related document or instrument executed and delivered pursuant thereto, in each case incurred pursuant to the Second Term Loan Agreement and any other related document or instrument executed and delivered pursuant thereto.

(xiii) “Second Term Loan Secured Parties” means the lenders under the Second Term Loan Agreement, the Mortgagee, as collateral agent under the Second Term Loan Agreement, and Citibank, N.A., as administrative agent under the Second Term Loan Agreement.

(c) The definition of “Credit Agreement” in the Original Mortgage is hereby deleted in its entirety and replaced by the following:

“Credit Agreement” means that certain Amended and Restated Credit Agreement dated as of March 28, 2013, among the Issuer and Vantage Drilling Company, as borrowers, the guarantors from time to time party thereto (including the Shipowner), the lenders from time to time party thereto, Royal Bank of Canada, as administrative agent, which amends and restates in its entirety that certain Credit Agreement dated as of June 21, 2012 among the Issuer and Vantage Drilling Company, as borrowers, the guarantors from time to time party thereto (including the Shipowner), the lenders from time to time party thereto, and Royal Bank of Canada, as collateral agent, and as the same has been and may hereafter be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.

(d) The definition of “Credit Facilities” in the Original Mortgage is hereby deleted in its entirety and replaced by the following:

“Credit Facilities” means the 2013 Indenture, the 2012 Indenture, the Term Loan Agreement, the Second Term Loan Agreement and the Credit Agreement.

(e) The definition of “Indemnified Parties” is hereby deleted in its entirety and replaced by the following:

“Indemnified Parties” means the 2012 Indenture Indemnified Parties, the Term Loan Indemnified Parties, the Credit Agreement Indemnified Parties, and the holders of the Other Pari Passu Obligations, including, but not limited to, the 2013 Indenture Indemnified Parties and the Second Term Loan Indemnified Parties.

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(f) The definition of “Intercreditor Agreement” is hereby deleted in its entirety and replaced by the following:

“Intercreditor Agreement” means that certain amended and restated intercreditor agreement, dated October 25, 2012, among (a) Wells Fargo Bank, National Association, as the pari passu collateral agent, the noteholder collateral agent and the trustee under the 2012 Indenture, and the collateral agent under the Credit Agreement, (b) Royal Bank of Canada, as administrative agent under the Credit Agreement, (c) Citibank, N.A., as administrative agent under the Term Loan Agreement, and (d) acknowledged by the Issuer, Parent, and each of the other guarantors party thereto and to which Wells Fargo Bank, National Association, as noteholder collateral agent and trustee under the 2013 Indenture, and collateral agent under the Second Term Loan Agreement, and Citibank, N.A., as administrative agent under the Second Term Loan Agreement, were joined as parties by joinder agreements, dated March 28, 2013, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

(g) The definition of “Pari Passu Documents” is hereby deleted in its entirety and replaced by the following:

“Pari Passu Documents” means the Intercreditor Agreement, the 2012 Indenture Documents, the Term Loan Documents, the Credit Agreement Documents and any other document or instrument evidencing or governing any Other Pari Passu Obligations, including, but not limited to, the 2013 Indenture Documents and the Second Term Loan Documents.

(h) The definition of “Pari Passu Obligations” is hereby deleted in its entirety and replaced by the following:

“Pari Passu Obligations” means (a) the 2012 Note Obligations, (b) the Term Loan Obligations, (c) the Credit Agreement Obligations, (d) all Other Pari Passu Obligations, including, but not limited to, the 2013 Note Obligations and the Second Term Loan Obligations, and (e) all other obligations in respect of, or arising under, the Pari Passu Documents, including all fees and expenses of the collateral agent payable with respect thereto and shall include all interest and fees, which but for the filing of a petition in bankruptcy with respect to the Issuer, the Parent or any other guarantor thereunder (in each case, including in its capacity as a co-borrower thereunder), would have accrued on such obligations, whether or not a claim for such interest or fees is allowed in such proceeding.

(i) The definition of “Permitted Liens” is hereby deleted in its entirety and replaced by the following:

“Permitted Liens” means Liens permitted from time to time under the 2013 Indenture, the 2012 Indenture, the Term Loan Agreement, the Second Term Loan Agreement or the Credit Agreement.

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(j) The definition of “Purchase Agreements” is hereby amended by adding the following as a new subclause (a) at the beginning thereof (and renumbering the subsequent subclauses appropriately):

“(a) that certain Purchase Agreement dated as of March 21, 2013, among the Issuer and the initial guarantors party thereto, and agreed to and accepted by Jefferies LLC and Citigroup Global Markets Inc., as representatives of the Initial Purchasers (as defined therein), executed in connection with the 2013 Indenture.”

(k) The definition of “Secured Parties” is hereby deleted in its entirety and replaced by the following:

“Secured Parties” means (a) the Pari Passu Collateral Agent, (b) the 2012 Indenture Secured Parties, (c) the Term Loan Secured Parties, (d) the Credit Agreement Secured Parties, and (e) the holders of Other Pari Passu Obligations, including, but not limited to, the 2013 Indenture Secured Parties and the Second Term Loan Secured Parties.

(l) All references to the term “New Noteholder Collateral Agent” where used throughout the Original Mortgage (as amended by this Amendment) shall be replaced by the term “2012 Noteholder Collateral Agent”. All references to the “Guarantees” or a “Guarantee” shall mean, collectively, the Second Term Loan Guarantee and the 2013 Note Guarantee (each as defined in Amendment No. 1 to this Mortgage), the 2012 Note Guarantee, the Loan Guarantee and the Credit Agreement Guarantee.

(m) Section 2.1 of the Original Mortgage is hereby deleted in its entirety and replaced by the following:

SECTION 2.1 The Shipowner acknowledges it is justly indebted in accordance with the terms of the Credit Facilities, the 2013 Notes, the 2012 Notes, the Pari Passu Documents and its Guarantees. The Shipowner will pay when due all Secured Obligations from time to time payable by the Shipowner under the Credit Facilities, the 2013 Notes, the 2012 Notes, the Pari Passu Documents and its Guarantees and will observe, perform and comply with the covenants, terms and conditions herein and, as applicable, in the Credit Facilities, the 2013 Notes, the 2012 Notes, the Pari Passu Documents and its Guarantees, on its part to be observed, performed or complied with. The formula for the calculation of interest on the amounts due under the Credit Facilities, the 2013 Notes, and the 2012 Notes, and the terms of their payment together with the terms of the repayment of the principal of the Credit Facilities, the 2013 Notes, and the 2012 Notes secured by this Mortgage are provided in the 2013 Indenture, the 2012 Indenture, the Term Loan Agreement, the Second Term Loan Agreement and the Credit Agreement, as applicable.

(n) Section 2.19(b) of the Original Mortgage is hereby amended by replacing the reference to “Existing Indenture” in the first line thereof with “2013 Indenture.”

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(o) The first paragraph of Section 3.1 of the Original Mortgage is hereby deleted in its entirety and replaced by the following:

As used herein, the term “Event of Default” means (a) with respect to the 2013 Indenture, an “Event of Default” under, and as defined therein, (b) with respect to the 2012 Indenture, an “Event of Default” under, and as defined therein, (c) with respect to the Term Loan Agreement, an “Event of Default” under, and as defined therein, (d) with respect to the Second Term Loan Agreement, an “Event of Default” under, and as defined therein or (e) with respect to the Credit Agreement, an “Event of Default” under, and as defined therein. If an Event of Default shall have occurred and be continuing, then, in each and every such case the 2013 Indenture Collateral Agent, the 2012 Noteholder Collateral Agent, the Lender Collateral Agent, the Second Term Loan Collateral Agent or the Credit Agreement Collateral Agent, as relevant, shall have the right to make such demands and take such actions as are permitted to each of them, respectively, by the 2013 Indenture Documents, the 2012 Indenture Documents, the Term Loan Documents, the Second Term Loan Documents or the Credit Agreement Documents, as the case may be. If an Event of Default shall have occurred and be continuing under any of the 2013 Indenture Documents, the 2012 Indenture Documents, the Term Loan Documents, the Second Term Loan Documents and the Credit Agreement Documents, the Mortgagee shall have the right, subject to and in accordance with the terms of the Intercreditor Agreement and Section 4.13 hereof, to:

(p) Section 3.9 of the Original Mortgage is hereby deleted in its entirety and replaced by the following:

SECTION 3.9 Subject always to and in accordance with the terms of the Intercreditor Agreement, if at any time prior to any sale of or consummation of foreclosure proceedings on the Vessel by the Mortgagee after the occurrence and during the continuance of an Event of Default in accordance herewith, the Shipowner offers to cure such Event of Default and to pay all expenses, advances, fees and damages to the Mortgagee arising from such Events of Default to the extent provided for in the 2013 Indenture, the 2012 Indenture, the Term Loan Agreement, the Second Term Loan Agreement or the Credit Agreement, respectively, or the other Pari Passu Documents, including all costs and expenses incurred by the Mortgagee upon the exercise by the Mortgagee of its rights hereunder as a result of such Event of Default, then the Mortgagee may, but shall be under no obligation to, accept such offer, cure and payment and restore the Shipowner to its former position, but such action shall not affect any rights which the Mortgagee may have hereunder after the occurrence and during the continuance of any subsequent Event of Default or impair any rights consequent thereon.

(q) Section 4.1 of the Original Mortgage is hereby deleted in its entirety and replaced by the following:

SECTION 4.1 The maximum principal amount secured by this Mortgage at any time is Two Billion Nine Hundred Seventy Five Million United States Dollars (US$2,975,000,000), and for purposes of recording this Mortgage, the total amount of

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this Mortgage is Two Billion Nine Hundred Seventy Five Million United States Dollars (US$2,975,000,000). In addition to principal, this Mortgage also secures the other Secured Obligations, including interest, costs and expenses of collection and other sums which are deemed to be secured by the relevant laws of the Republic of Panama, as provided in this Mortgage, the 2013 Indenture, the 2012 Indenture, the Term Loan Agreement, the Second Term Loan Agreement, the Credit Agreement and the other Pari Passu Documents. The maturity date of this Mortgage is April 1, 2023.

(r) Section 4.8(a) of the Original Mortgage is hereby deleted and replaced by the following:

(a) Costs and Expenses. Shipowner shall pay all out-of-pocket expenses incurred by the Mortgagee or any Secured Parties (including the fees, charges and disbursements of any counsel for the Mortgagee), and shall pay all fees and time charges for attorneys who may be employees of the Mortgagee or any of the Secured Parties, in connection with the enforcement or protection of its rights in connection with the 2013 Indenture, the 2012 Indenture, the Term Loan Agreement, the Second Term Loan Agreement, the Credit Agreement, this Mortgage, and the other Pari Passu Documents, including its rights under this Section, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Credit Facilities, the 2013 Notes, and the 2012 Notes and any other Pari Passu Documents.

(s) Section 4.12 of the Original Mortgage is hereby deleted and replaced by the following:

SECTION 4.12 NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN TO THE CONTRARY, IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF (A) THIS MORTGAGE AND (B) ANY OF THE 2013 INDENTURE, THE 2012 INDENTURE, THE TERM LOAN AGREEMENT, THE SECOND TERM LOAN AGREEMENT OR THE CREDIT AGREEMENT, THE PROVISIONS OF THE 2013 INDENTURE, THE 2012 INDENTURE, THE TERM LOAN AGREEMENT, THE SECOND TERM LOAN AGREEMENT OR THE CREDIT AGREEMENT, AS APPLICABLE, SHALL CONTROL WITH RESPECT THERETO (BUT SHALL NOT CONTROL AS SUCH PROVISION MAY APPLY TO ANY OTHER SUCH INDENTURE OR AGREEMENT), UNLESS THE PROVISIONS OF SUCH INCONSISTENT INDENTURE OR AGREEMENT ARE INCONSISTENT WITH THE INTERCREDITOR AGREEMENT, IN WHICH CASE, THE INTERCREDITOR AGREEMENT SHALL CONTROL.

(t) Section 4.13 of the Original Mortgage is hereby deleted and replaced by the following:

SECTION 4.13 Notwithstanding anything herein to the contrary, (i) the occurrence of an Event of Default with respect to any one Debt Agreement (as hereinafter defined) shall not be deemed to constitute an Event of Default under any other Debt Agreement except to the extent so expressly stated in such other Debt Agreement and

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(ii) upon the occurrence of an Event of Default under any one Debt Agreement, the rights and remedies granted hereunder shall be subject to the Intercreditor Agreement. For purposes of this paragraph, “Debt Agreement” means the 2013 Indenture, the 2012 Indenture, the Term Loan Agreement, the Second Term Loan Agreement or the Credit Agreement.

(u) Section 4.15 of the Original Mortgages is hereby amended by replacing the reference to “Existing Indenture” therein with “2013 Indenture”.

3. The Shipowner has caused this Amendment to be duly filed and recorded, and will cause this Amendment to be permanently registered in the Republic of Panama within six (6) months of the day and year first above written, and will further comply with and satisfy all of the provisions and requirements of Panamanian Ship Mortgage Law in connection with this Amendment and the Original Mortgage (as amended by this Amendment).

4. This Amendment amends the Original Mortgage and, from and after the date hereof, wherever the term “Mortgage” is used in the Original Mortgage, or in any of the Pari Passu Documents, it shall be deemed to mean and refer to the Original Mortgage as amended by this Amendment.

5. Except as expressly modified by this Amendment, all of the terms and conditions of the Original Mortgage remain in full force and effect and are hereby ratified and confirmed by the parties and are incorporated by reference in this Amendment to the same extent as if set forth in this Amendment in their entirety.

6. This Amendment may be executed in any number of counterparts, each of which shall be an original and all of which when taken together shall constitute one instrument.

7. In case of any discrepancy between an English counterpart and the Spanish and the Notarial version thereof in Spanish, as between the parties hereto, the English counterpart shall control.

8. The Recitals in this Amendment constitute part of this Amendment.

9. Notices shall be delivered in accordance with the applicable provisions of the Pari Passu Documents and shall be effective as provided, respectively, therein. Each of the Shipowner and Mortgagee may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the other party hereto.

10. The appearing parties hereby confer a special power of attorney with the right of substitution upon any member of the law firm of MORGAN & MORGAN, lawyers of the City of Panama, Republic of Panama, empowering each of them to take all necessary steps to record this instrument of Amendment No. 1 to First Naval Mortgage in the appropriate registries of the Republic of Panama.

[The rest of this page has been left intentionally blank.]

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IN WITNESS WHEREOF, the Shipowner has caused this Amendment No. 1 to First Naval Mortgage to be duly executed, by the Shipowner by way of deed, and the Mortgagee has accepted this Amendment on the day and year first above written.

EXECUTED AS A DEED by
[SHIPOWNER]
By:
Name:	[                                          ]
Title:	[                                          ]
In the presence of:
Witness:
Name:	[                                          ]
Occupation:	[                                          ]
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Pari Passu Collateral Agent and as Mortgagee
By:
Name:	John C. Stohlmann
Title:	Attorney-in-fact

Signature Page to Amendment No. 1 to First Naval Mortgage - [Vessel]

ACKNOWLEDGMENT

STATE OF TEXAS	)
	)	ss.:
COUNTY OF HARRIS	)

On this             day of March, 2013, before me personally appeared [name] who, being by me duly sworn, did depose and say that she is residing at [address], she is an attorney-in-fact of [Shipowner], the entity described in and which executed the foregoing instrument; and that s/he signed her/his name thereto in accordance with the terms of a power of attorney of such entity, and she further acknowledged to me that the foregoing instrument is the free act and deed of such entity.

Notary Public in and for the State of Texas

[THE SIGNATURE OF THE NOTARY PUBLIC MUST BE DULY AUTHENTICATED BY PANAMANIAN CONSUL OR APOSTILLE.]

Acknowledgment to Amendment No. 1 to First Naval Mortgage - [Vessel]

ACKNOWLEDGMENT

STATE OF TEXAS	)
	)	ss.:
COUNTY OF DALLAS	)

On this             day of March, 2013, before me personally appeared John C. Stohlmann who, being by me duly sworn, did depose and say that he is residing at 750 N. St. Paul Place, Suite 1750 Dallas, Texas 75201, he is an attorney-in-fact of Wells Fargo Bank, National Association, the entity described in and which executed the foregoing instrument, and that he signed his name thereto in accordance with the bylaws of such entity, and he further acknowledged to me that the foregoing instrument is the free act and deed of such entity.

Notary Public in and for the State of Texas

[THE SIGNATURE OF THE NOTARY PUBLIC MUST BE DULY AUTHENTICATED BY PANAMANIAN CONSUL OR APOSTILLE.]

Acknowledgment to Amendment No. 1 to First Naval Mortgage - [Vessel]

SCHEDULE I

TO

AMENDMENT NO. 1 TO FIRST NAVAL MORTGAGE

DESCRIPTION OF THE VESSEL

AQUAMARINE DRILLER

Official Number	Radio Call Letters	Length	Width	Depth	Gross Tonnage	Net Tonnage
[                     ]	[                     ]	[         ] Meters	[         ] meters	[         ] meters	[         ]	[         ]

Schedule 1 to Amendment No. 1 to First Naval Mortgage - [Vessel]

EXHIBIT A

TO

AMENDMENT NO. 1 TO FIRST NAVAL MORTGAGE

Form of the 2013 Indenture, together with Exhibit A thereto (Form of Note) and Exhibit E thereto (Form of Note Guarantee), but without other annexes, schedules or exhibits, together with the forms of any supplements thereto.

See attached.

Exhibit A to Amendment No. 1 to First Naval Mortgage - [Vessel]

EXHIBIT B

TO

AMENDMENT NO. 1 TO FIRST NAVAL MORTGAGE

[Form of the Second Term Loan Agreement,

together with form of Note but without other annexes, schedules or exhibits]

See attached.

Exhibit B to Amendment No. 1 to First Naval Mortgage - [Vessel]

EXHIBIT C

TO

AMENDMENT NO. 1 TO FIRST NAVAL MORTGAGE

[Form of Credit Agreement, without annexes, schedules or exhibits]

See attached.

Exhibit C to Amendment No. 1 to First Naval Mortgage - [Vessel]

FORM OF

FIRST NAVAL MORTGAGE

By

[Shipowner]

To

WELLS FARGO BANK, NATIONAL ASSOCIATION

as

Pari Passu Collateral Agent and Mortgagee

Dated [                    ]

Panamanian Vessel

[Vessel]

This FIRST NAVAL MORTGAGE (this “Mortgage”) is made this the     th day of [            ], by [            ](the “Shipowner”) with an address at: 777 Post Oak Boulevard, Suite 800, Houston, Texas 77056, to WELLS FARGO BANK, NATIONAL ASSOCIATION, as (i) Noteholder Collateral Agent pursuant to the terms of the Existing Indenture (defined below) (in such capacity, the “Existing Noteholder Collateral Agent”), as (ii) Noteholder Collateral Agent pursuant to the terms of the 2012 Indenture (defined below) (in such capacity, the “New Noteholder Collateral Agent”), as (iii) Collateral Agent under the Term Loan Agreement (defined below) (in such capacity, the “Lender Collateral Agent”), and (iv) as Collateral Agent pursuant to the terms of the Credit Agreement (defined below) (in such capacity, the “Credit Agreement Collateral Agent”, and together with the Existing Noteholder Collateral Agent, the New Noteholder Collateral Agent, and the Lender Collateral Agent, the “Pari Passu Collateral Agent”, together with its successors and assigns as such collateral agent under each of the Existing Indenture, the 2012 Indenture, the Term Loan Agreement and the Credit Agreement, the “Mortgagee”) with an address at: 750 N. St. Paul Place, Suite 1750, MAC T9263-170, Dallas, Texas 75201.

WHEREAS:

1. The Shipowner is the sole owner of the whole of the Panamanian flag vessel, “[            ]” with Permanent Patent Number [            ], which is duly documented in the name of the Shipowner under the laws and flag of the Republic of Panama, which vessel is further described on Schedule I attached hereto and made a part hereof.

2. The Shipowner is party to the Existing Indenture pursuant to which the Issuer issued senior secured first lien notes due 2015 (the “Existing Notes”) in the original aggregate principal amount of Two Billion Twenty Five Million United States Dollars (US$2,025,000,000) to the Initial Purchasers (as defined in the Existing Indenture). The form of the Existing Indenture is annexed hereto as Exhibit A and made a part hereof.

3. The Shipowner is party to the 2012 Indenture pursuant to which the Issuer has issued US$1,150,000,000 aggregate principal amount of 7.50% senior secured first lien notes due 2019 (the “2012 Notes”) to the Initial Purchasers (as defined in the 2012 Indenture). The form of the 2012 Indenture is annexed hereto as Exhibit B and made a part hereof.

4. The Shipowner is party to the Term Loan Agreement pursuant to which the lenders from time to time party thereto have advanced to the borrowers thereunder a term loan in the aggregate amount of Five Hundred Million United States Dollars (US$500,000,000). The form of the Term Loan Agreement is annexed hereto as Exhibit C and made a part hereof.

5. The Shipowner is party to the Credit Agreement pursuant to which the lenders from time to time party thereto have made a commitment to provide advances from time to time to the borrowers thereunder in an aggregate amount of up to Twenty Five Million United States Dollars (US$25,000,000). The form of the Credit Agreement is annexed hereto as Exhibit D and made a part hereof.

6. The Shipowner has executed its (w) Note Guarantee (as defined in the Existing Indenture) (the “Existing Note Guarantee”), (x) Note Guarantee (as defined in the 2012

Indenture) (the “2012 Note Guarantee”), (y) guarantee contained in the Term Loan Agreement (the “Loan Guarantee”) and (z) guarantee contained in the Credit Agreement (the “Credit Agreement Guarantee”; and, together with the Existing Note Guarantee, the 2012 Note Guarantee and the Loan Guarantee, the “Guarantees”) whereby it has guaranteed the obligations of the Issuer under the Existing Indenture and the 2012 Indenture respectively, the Credit Parties (including the Issuer) as defined in and party to the Term Loan Agreement, and the Loan Parties (including the Issuer) as defined in and party to the Credit Agreement. The Shipowner will receive substantial, direct and indirect, benefits through the extension of the loans under the terms of the Credit Facilities and related documents; and in consideration of such benefit and other good and valuable consideration and to secure its obligations under the Guarantees, the receipt and sufficiency of which are hereby acknowledged, the Shipowner has executed this Mortgage. The form of the Existing Note Guarantee is part of Exhibit A and made a part hereof. The form of the 2012 Note Guarantee is part of Exhibit B and made a part hereof. The Loan Guarantee is contained within Exhibit C and made a part hereof. The Credit Agreement Guarantee is contained within Exhibit D and made a part hereof.

7. In accordance with the terms of the Intercreditor Agreement, the parties thereto have, inter alia, agreed to certain matters relating to this Mortgage, the Existing Indenture, the 2012 Indenture, the Term Loan Agreement, and the Credit Agreement. The form of the Intercreditor Agreement is annexed hereto as Exhibit E and made a part hereof.

8. This Mortgage secures the Secured Obligations (including, without limitation, the costs, expenses and other amounts payable by Shipowner hereunder pursuant to Section 4.8 in connection with Mortgagee’s enforcing its rights and remedies pursuant to this Mortgage) and the Shipowner has duly authorized the execution and delivery of this Mortgage.

9. The parties to this Mortgage agree that the total amount of this Mortgage is the aggregate of (i) the Existing Notes in the current outstanding principal amount of Nine Hundred Ninety Nine Million Nine Hundred Ninety Nine Thousand United States Dollars (US$999,999,000), (ii) the 2012 Indenture Notes in the original outstanding principal amount of One Billion One Hundred Fifty Million United States Dollars (US$1,150,000,000), (iii) amounts due under the Term Loan Agreement in the original outstanding principal amount of Five Hundred Million United States Dollars (US$500,000,000), and (iv) amounts due under the Credit Agreement in the aggregate maximum principal amount of up to Twenty Five Million United States Dollars (US$25,000,000). The aggregate of the amounts in items (i)-(iv) is Two Billion Six Hundred Seventy Four Million Nine Hundred Ninety Nine Thousand United States Dollars (US$2,674,999,000) and that is the total principal amount of this Mortgage.

10. The Existing Notes bear interest at the rate of 11 ¹/₂% per annum, the 2012 Notes bear interest at the rate of 7.50% per annum; the amounts due under the Term Loan Agreement bear interest at the rate set forth in Section 2.08 of the Term Loan Agreement; and the amounts due under the Credit Agreement bear interest at the rate set forth in Section 2.05 of the Credit Agreement.

NOW, THEREFORE, to secure the prompt payment of the Secured Obligations and the performance and observance of all agreements, covenants and provisions of the Shipowner contained in its Guarantees, the Credit Facilities, this Mortgage and the other Pari Passu

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Documents, the Shipowner has mortgaged and by these presents does hereby execute and constitute a First Naval Mortgage in accordance with the provisions of Chapters V and VI, Title IV of Law No. 55 of August 6, 2008 of the Republic of Panama and the pertinent provisions of the Civil Code and other laws of the Republic of Panama upon the whole of the vessel (as more specifically described on Schedule I) to the Mortgagee, together with all of the boilers, engines, generators, drilling machinery and equipment, pumps and pumping equipment, machinery, masts, spars, sails, boats, anchors, cables, chains, rigging, tackle, outfit, apparel, furniture, fittings, equipment, spares, fuel, stores and all other appurtenances thereunto appertaining or belonging, and also any and all additions, improvements and replacements hereafter made in or to such vessel, or any part thereof, or in or to her equipment and appurtenances aforesaid (collectively, the “Vessel”);

TO HAVE AND TO HOLD all and singular the Vessel unto the Mortgagee and its successors and permitted assigns, to its and its successors’ and permitted assigns’ own use, benefit and behoof forever, subject to the rights of the Shipowner therein as herein provided;

IT IS HEREBY COVENANTED, DECLARED AND AGREED that the Vessel is to be held subject to the further covenants, conditions, provisions, terms and uses hereinafter set forth.

ARTICLE I

DEFINITIONS

SECTION 1.1 For purposes of this Mortgage, the following terms shall have the respective meanings given to them below. Capitalized terms used herein and not otherwise defined herein are used herein as defined in, or by reference in, the Intercreditor Agreement.

SECTION 1.2 The following terms shall have the following meanings:

“Credit Agreement” means that certain Credit Agreement dated as of June 21, 2012, among the Issuer, as borrower, the Parent, the guarantors from time to time party thereto (including the Shipowner), the lenders from time to time party thereto, and Royal Bank of Canada, as collateral agent, and any and all successors thereto in such capacity, as the same has been and may hereafter be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.

“Credit Agreement Collateral Agreements” means any agreement, document or instrument pursuant to which a Lien is granted to secure any Credit Agreement Obligation or under which rights or remedies with respect to any such Lien are governed, as the same may be amended, restated, modified, renewed, refunded, replaced or refinanced from time to time as permitted by the Pari Passu Documents.

“Credit Agreement Documents” means the Credit Agreement, the Credit Agreement Collateral Agreements, and any agreement, instrument or other document evidencing or governing any Credit Agreement Obligations.

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“Credit Agreement Indemnified Parties” means each of the Lenders, the Administrative Agent, and the Collateral Agent (as each such term is defined in the Credit Agreement).

“Credit Agreement Obligations” means all obligations of the Issuer, the Parent and the Guarantors (as defined in the Credit Agreement) under the Credit Agreement; any other Credit Agreement Documents and any other related document or instrument executed and delivered pursuant to any of the foregoing.

“Credit Agreement Secured Parties” has the meaning set forth in the Intercreditor Agreement.

“Credit Facilities” means the Existing Indenture, the 2012 Indenture, the Term Loan Agreement and the Credit Agreement.

“Environmental Law” means all former, current and future federal, state, local and foreign laws (including common law), treaties, regulations, rules, ordinances, codes, decrees, judgments, directives, orders (including consent orders), and agreements in each case, relating to protection of the environment, natural resources, human health and safety or the presence, Release of, or exposure to, Hazardous Materials, or the generation, manufacture, processing, distribution, use, treatment, storage, transport, recycling or handling of, or the arrangement for such activities with respect to, Hazardous Materials.

“Existing Indenture” means that certain Indenture dated as of July 30, 2010, among the Issuer, the guarantors from time to time party thereto, and Wells Fargo Bank, National Association, as trustee and noteholder collateral agent, and any and all successors thereto in either such capacity, as the same has been and may be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.

“Existing Indenture Collateral Agreements” means the Existing Note Guarantee and any agreement, document or instrument pursuant to which a Lien is granted to secure any Existing Note Obligations or under which rights or remedies with respect to any such Lien are governed, as the same may be amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time as permitted by the Existing Indenture.

“Existing Indenture Documents” means the Existing Indenture, the applicable Purchase Agreement(s), the Existing Indenture Collateral Agreements and any agreement, instrument or other document evidencing or governing any Existing Note Obligations.

“Existing Indenture Indemnified Parties” shall mean the Initial Purchasers (as defined in the Existing Indenture), the Mortgagee, as trustee and noteholder collateral agent and each Noteholder (as defined in the Existing Indenture).

“Existing Indenture Secured Parties” means the Existing Noteholder Collateral Agent and the Noteholders (as defined in the Existing Indenture).

“Existing Note Obligations” means all obligations of the Issuer, the Parent and the other Guarantors (as defined in the Existing Indenture) under the Existing Indenture, the Existing Notes, the Existing Indenture Collateral Agreements and any other related document or instrument executed and delivered pursuant to any of the foregoing.

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“Governmental Authority” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supranational bodies such as the European Union or the European Central Bank).

“Hazardous Material” means (a) any petroleum products or byproducts and all other hydrocarbons, coal ash, radon gas, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls and chlorofluorocarbons and (b) any chemical, material, substance or waste that is prohibited, limited or regulated by or pursuant to any Environmental Law.

“Indemnified Parties” means the Existing Indenture Indemnified Parties, the 2012 Indenture Indemnified Parties, the Term Loan Indemnified Parties the Credit Agreement Indemnified Parties, and the holders of the Other Pari Passu Obligations.

“Intercreditor Agreement” means that certain amended and restated intercreditor agreement, dated October 25, 2012 among (a) Wells Fargo Bank, National Association, as (x) the pari passu collateral agent, the noteholder collateral agent and the trustee under the 2012 Indenture, (y) the term loan collateral agent, the collateral agent and trustee under the Existing Indenture and (z) the collateral agent under the Credit Agreement, (b) Royal Bank of Canada, as agent under the Credit Agreement, (c) Citibank, N.A., as administrative agent under the Term Loan Agreement, and (d) acknowledged by the Issuer, Parent, and each of the other guarantors party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

“Issuer” means Offshore Group Investment Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands.

“Legal Requirement” means, as to any Person, any law, statute, ordinance, decree, award, requirement, order, writ, judgment, injunction, rule, regulation (or official interpretation of any of the foregoing) of, and the terms of any license or permit issued by, any Governmental Authority which is binding on such Person.

“Other Pari Passu Obligations” means other Indebtedness (as defined in the Intercreditor Agreement) of the Issuer or the Restricted Subsidiaries (as defined in the 2012 Indenture) that is equally and ratably secured with the Pari Passu Obligations as permitted by the 2012 Indenture and is designated by the Issuer as an Other Pari Passu Obligation.

“Parent” means Vantage Drilling Company, an exempted company incorporated with limited liability under the laws of the Cayman Islands.

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“Pari Passu Documents” means the Intercreditor Agreement, Existing Indenture Documents, the 2012 Indenture Documents, the Term Loan Documents, the Credit Agreement Documents and any other document or instrument evidencing or governing any Other Pari Passu Obligations.

“Pari Passu Obligations” means (a) the Existing Note Obligations, (b) the 2012 Note Obligations, (c) the Term Loan Obligations, (d) the Credit Agreement Obligations, (e) all Other Pari Passu Obligations and (f) all other obligations in respect of, or arising under, the Pari Passu Documents, including all fees and expenses of the collateral agent payable with respect thereto and shall include all interest and fees, which but for the filing of a petition in bankruptcy with respect to the Issuer, the Parent or any other guarantor thereunder (in each case, including in its capacity as a co-borrower thereunder), would have accrued on such obligations, whether or not a claim for such interest or fees is allowed in such proceeding.

“Permitted Liens” means Liens permitted from time to time under the Existing Indenture, the 2012 Indenture, the Term Loan Agreement or the Credit Agreement.

“Post-Closing Agreement” means that certain post-closing agreement, dated as of October 25, 2012, between Citigroup Global Markets Inc., as representative of the Initial Purchasers, and the Pari Passu Collateral Agent, and agreed to and accepted by, inter alia, the Shipowner and the Parent.

“Purchase Agreements” means (a) that certain Purchase Agreement dated as of July 26, 2010, among the Issuer and the initial guarantors party thereto, and agreed to and accepted by Jefferies & Company, Inc. and Deutsche Bank Securities Inc., as representatives of the Initial Purchasers (as defined therein), executed in connection with the Existing Indenture, (b) that certain Purchase Agreement dated as of May 20, 2011, among the Issuer and the initial guarantors party thereto, and agreed to and accepted by Jefferies & Company, Inc., as representative of the Initial Purchasers (as defined therein), executed in connection with the Existing Indenture, (c) that certain Purchase Agreement dated as of April 2, 2012, among the Issuer and the initial guarantors party thereto, and agreed to and accepted by Jefferies & Company, Inc., as representative of the Initial Purchasers (as defined therein), executed in connection with the Existing Indenture, (d) that certain Purchase Agreement dated as of October 16, 2012, among the Issuer and the initial guarantors party thereto, and agreed to and accepted by Citigroup Global Markets, Inc., as representative of the Initial Purchasers (as defined therein), executed in connection with the 2012 Indenture, and (e) each other purchase agreement from time to time entered into by the Issuer and the guarantors from time to time party to the 2012 Indenture in connection with an issuance of additional Notes (as defined in the 2012 Indenture) under the 2012 Indenture.

“Release” means any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment or within or upon any building, structure, facility or fixture.

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“Secured Obligations” means collectively (a) the Pari Passu Obligations, (b) the Other Pari Passu Obligations, and (c) the obligations under the Purchase Agreements of the Issuer and the guarantors party thereto.

“Secured Parties” means (a) the Pari Passu Collateral Agent, (b) the Existing Indenture Secured Parties, (c) the 2012 Indenture Secured Parties, (d) the Term Loan Secured Parties, (e) the Credit Agreement Secured Parties, and (f) the holders of Other Pari Passu Obligations.

“Term Loan Agreement” means that certain Term Loan Agreement dated as of on or about the date hereof, among the Issuer, as co-borrower, the US Borrower (as defined therein), the guarantors from time to time party thereto, the lenders from time to time party thereto, Citibank, N.A., as administrative agent, and Wells Fargo Bank, National Association, as collateral agent, as the same has been and may hereafter be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time as permitted by the Pari Passu Documents.

“Term Loan Collateral Agreements” means any agreement, document or instrument pursuant to which a guarantee is given or a Lien is granted to secure any Term Loan Obligations or under which rights or remedies with respect to any such Lien are governed, as the same may be amended, restated, modified, renewed, refunded, replaced or refinanced from time to time as permitted by the Pari Passu Documents.

“Term Loan Documents” means the Term Loan Agreement, the Term Loan Collateral Agreements and any agreement, instrument or other document evidencing or governing any Term Loan Obligations.

“Term Loan Indemnified Parties” shall mean each of the Lenders (as defined in the Term Loan Agreement) and the Mortgagee as collateral agent.

“Term Loan Obligations” means the “Obligations” (as defined in the Term Loan Agreement) of the Issuer, the US Borrower (as defined in the Term Loan Agreement) and the guarantors from time to time party to the Term Loan Agreement and any other related document or instrument executed and delivered pursuant thereto, in each case incurred pursuant to the Term Loan Agreement and any other related document or instrument executed and delivered pursuant thereto.

“Term Loan Secured Parties” has the meaning set forth in the Intercreditor Agreement.

“2012 Indenture” means that certain Indenture dated as of the date hereof, among the Issuer, the guarantors from time to time party thereto, and Wells Fargo Bank, National Association, as trustee and noteholder collateral agent, and any and all successors thereto in either such capacity, as the same has been and may be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.

“2012 Indenture Collateral Agreements” means the 2012 Note Guarantee and any agreement, document or instrument pursuant to which a Lien is granted to secure any 2012 Note

7

Obligations or under which rights or remedies with respect to any such Lien are governed, as the same may be amended, restated, modified, renewed, refunded, replaced, or refinanced from time to time as permitted by the Pari Passu Documents.

“2012 Indenture Documents” means the 2012 Indenture, the 2012 Notes, the applicable Purchase Agreements, the 2012 Indenture Collateral Agreements the Post-Closing Agreement, and any agreement, instrument or other document evidencing or governing any 2012 Note Obligations.

“2012 Indenture Indemnified Parties” shall mean the Initial Purchasers (as defined in the 2012 Indenture), the New Noteholder Collateral Agent, and each Noteholder (as defined in the 2012 Indenture).

“2012 Indenture Secured Parties” means the New Noteholder Collateral Agent and the Noteholders (as defined in the 2012 Indenture).

“2012 Note Obligations” means all obligations under the 2012 Indenture of the Issuer, the Parent and the other Guarantors (as defined in the 2012 Indenture) under the 2012 Indenture Documents and the other “obligations” under, and as defined in, the 2012 Indenture, including, but not limited to, all indebtedness evidenced by any and all Notes (as defined in the 2012 Indenture) now or hereafter issued thereunder, including any series of Notes that may hereafter from time to time be issued as permitted under the 2012 Indenture.

ARTICLE II

COVENANTS OF THE SHIPOWNER

The Shipowner covenants and agrees with the Mortgagee as follows:

SECTION 2.1 The Shipowner acknowledges it is justly indebted in accordance with the terms of the Credit Facilities, the Existing Notes, the 2012 Notes, the Pari Passu Documents and its Guarantees. The Shipowner will pay when due all Secured Obligations from time to time payable by the Shipowner under its Credit Facilities, the Existing Notes, the 2012 Notes, the Pari Passu Documents and its Guarantees and will observe, perform and comply with the covenants, terms and conditions herein and, as applicable, in its Credit Facilities, the Existing Notes, the 2012 Notes, the Pari Passu Documents and its Guarantees, on its part to be observed, performed or complied with. The formula for the calculation of interest on the amounts due under the Credit Facilities, the Existing Notes, and the 2012 Notes, and the terms of their payment together with the terms of the repayment of the principal of the Credit Facilities, the Existing Notes, and the 2012 Notes secured by this Mortgage are provided in the Existing Indenture, the 2012 Indenture, the Term Loan Agreement and the Credit Agreement, as applicable.

SECTION 2.2 The Shipowner is and shall remain duly qualified to own, document and operate the Vessel under the applicable laws and regulations of the Republic of Panama. The Vessel is duly documented in the name of the Shipowner as owner under the laws of the Republic of Panama with the Permanent Patent Number set forth in Whereas Clause 3 hereof.

8

SECTION 2.3 The Shipowner lawfully owns and is lawfully possessed of the Vessel free from any Lien, charge or encumbrance whatsoever (except for this Mortgage and Permitted Liens), and will warrant and defend the title and possession thereto and to every part thereof for the benefit of the Mortgagee against the claims and demands of all persons whomsoever.

SECTION 2.4 The Shipowner has caused this Mortgage to be duly filed and recorded and will comply with and satisfy all of the provisions and requirements of the Republic of Panama relating to the mortgaging of Panamanian flag vessels (including, but not limited to, the provisions and requirements of Chapters V and VI, Title IV of Law No. 55 of August 6, 2008 of the Republic of Panama and the pertinent provisions of the Civil Code and other laws of the Republic of Panama) (the “Panamanian Ship Mortgage Law”) and the regulations in effect thereunder from time to time, as amended, in order to establish, perfect and maintain this Mortgage as a valid, enforceable and duly perfected first naval mortgage lien thereunder upon the Vessel and upon all renewals, replacements and improvements made in or to the same for the amount of the Secured Obligations. The Shipowner will cause this Mortgage to be permanently registered in the Republic of Panama within six (6) months of the day and year first above written. As of the date hereof, this Mortgage constitutes a valid, enforceable and duly perfected first naval mortgage on the Vessel in accordance with Panamanian Ship Mortgage Law.

SECTION 2.5 (a) The Shipowner will not (i) cause or permit the Vessel to be operated in any manner contrary to law, (ii) engage in any unlawful trade or violate any law, (iii) carry any cargo that will expose the Vessel to penalty, confiscation, forfeiture, capture or condemnation, or (iv) do, or suffer or permit to be done, anything which can or may injuriously affect the registration or enrollment of the Vessel under the laws and regulations of the Republic of Panama. The Shipowner will at all times keep the Vessel duly documented as a Panamanian flag vessel under all of the provisions and requirements of the Republic of Panama, eligible for the trade of the Republic of Panama in which it is engaged from time to time.

(b) All technical and commercial management of the Vessel shall be performed by the Shipowner or by a Guarantor that is a party to any drilling contract or any bareboat charter or other such charters respecting the Vessel (each such Guarantor being referred to herein as an “Internal Charterer”).

SECTION 2.6 Neither the Shipowner, any charterer, the master of the Vessel nor any other person has or shall have any right, power or authority to create, incur or permit to be placed or imposed or continued upon the Vessel any Lien whatsoever other than this Mortgage, and other Permitted Liens.

SECTION 2.7 The Shipowner will place, and at all times and places will retain, a properly certified copy of this Mortgage on board the Vessel with her papers and will cause such certified copy and such Vessel’s marine document to be exhibited to any and all persons having business therewith which might give rise to any Lien thereon other than Permitted Liens, and to any representative of the Mortgagee; and the Shipowner will place and keep prominently

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displayed in the chart room and in the master’s cabin of the Vessel, or in the case of a rig, in a prominent place aboard the rig, or in such location as the rig’s papers are kept, a framed printed notice in plain type reading as follows:

“NOTICE OF MORTGAGE

This Vessel is covered by a First Naval Mortgage to Wells Fargo Bank, National Association, as the Mortgagee. Under the terms of said Mortgage, neither the Shipowner, any charterer, the master of this Vessel nor any other person has any right, power or authority to create, incur or permit to be imposed upon this Vessel any Lien whatsoever other than this Mortgage, and Permitted Liens (as defined in the Mortgage).”

SECTION 2.8 Except for this Mortgage, and the other Permitted Liens, the Shipowner will not suffer to be continued any Lien, encumbrance or charge on the Vessel.

SECTION 2.9 (a) If a libel or complaint be filed against the Vessel or the Vessel be otherwise attached, arrested, levied upon or taken into custody by any Governmental Authority or any person that purports to be acting on behalf of a Governmental Authority for any cause whatsoever, the Shipowner will promptly notify the Mortgagee and within 15 days will cause such Vessel to be released and all Liens thereon other than this Mortgage and other Permitted Liens to be discharged (except to the extent that the claim giving rise to such lien shall concurrently be contested by the Shipowner in good faith by appropriate proceedings that shall not affect the release of such Vessel) and will promptly notify the Mortgagee thereof in the manner aforesaid.

(b) If the Shipowner shall fail or neglect to furnish proper security or otherwise to release such Vessel from libel, arrest, levy, seizure or attachment within the time period required by Section 2.9(a) above, the Mortgagee or any person acting on behalf of the Mortgagee may furnish security to release such Vessel and by so doing shall not be deemed to cure the default of the Shipowner unless and until the Shipowner shall have reimbursed the Mortgagee from all costs and expenses (including reasonable attorney’s fees) incurred by the Mortgagee or such third party acting at the direction of the Mortgagee in procuring such release, including for any security so furnished.

SECTION 2.10 (a) Except while such Vessel is undergoing repairs, maintenance or is in lay up, the Shipowner will at all times and without cost or expense to the Mortgagee maintain and preserve, or cause to be maintained and preserved, the Vessel (i) in good running order and repair so that the Vessel shall be tight, staunch, strong and well and sufficiently tackled, apparelled, furnished, equipped and in every respect seaworthy and (ii) in at least as good a working order and condition as when this Mortgage was executed, ordinary wear and tear excepted; and will keep the Vessel, or cause her to be kept, in such condition as will entitle her to such classification rating with the American Bureau of Shipping or other classification society that is a member of the International Association of Classification Societies (each, a “Classification Society”) that companies engaged in the operation of vessels of the same type, size, age and flag as the Vessel maintain respecting their vessels with such Classification Society. Notwithstanding the foregoing, if the Vessel is affected by any loss or damage or any condemnation or taking of such Vessel or a portion or component thereof, the Shipowner shall

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make all necessary repairs and replacements to the Vessel, except where the failure to do so could not reasonably be expected to materially change the value or usefulness of the Vessel. The Shipowner will furnish the Mortgagee on the date hereof and annually thereafter a certificate issued by such Classification Society evidencing that such classification is maintained. The Shipowner will not change the Classification Society.

(b) The Mortgagee shall have the right at any time, on reasonable notice, to inspect or survey the Vessel to ascertain its condition and to satisfy itself that the Vessel is being properly repaired and maintained, and the Shipowner shall cause to be made all such repairs, without expense to the Mortgagee, as such inspection or survey may show to be required to maintain the classification of the Vessel required under this Section 2.10. The Shipowner shall also permit the Mortgagee to inspect the Vessel’s logs, whenever requested, on reasonable notice, and shall promptly furnish the Mortgagee with full information regarding any casualties or other accidents or damage to the Vessel involving an amount in excess of $1,000,000.

SECTION 2.11 (a) The Vessel shall, and the Shipowner covenants that it will, at all times comply with all applicable laws, rules and regulations, and the Vessel shall have on board as and when required thereby certificates showing compliance therewith.

(b) The Shipowner will not make, or permit to be made, any change in the structure or type of the Vessel or change in the rig of the Vessel, if any such change could reasonably be expected to materially and adversely affect the value of the Vessel.

(c) The Shipowner may, in the ordinary course of maintenance, repair or overhaul of the Vessel, remove any item of property constituting a part of such Vessel, provided such item of property is replaced to the extent necessary to maintain such Vessel in the condition required herein. Any such replacement item of property shall, without necessity of further act hereunder, become part of such Vessel and subject to this Mortgage.

(d) The Shipowner agrees to give the Mortgagee at least ten (10) days prior written notice (or notice of such shorter period as the Mortgagee may agree) of the actual date and place of any scheduled drydocking or survey and three (3) days notice (or notice of such shorter period as the Mortgagee may agree) of the actual date and place of any unscheduled drydocking or survey in order that the Mortgagee may have representatives present if desired. The Shipowner agrees that it will provide evidence to the Mortgagee that the expense of such drydocking or survey or work to be done thereat is within the Shipowner’s financial ability and will not result in a claim or Lien (other than Permitted Liens) against the Vessel in violation of the provisions of this Mortgage.

SECTION 2.12 The Shipowner will at all reasonable times afford the Mortgagee or its authorized representatives full and complete access to the Vessel for the purpose of inspecting the Vessel and its cargo and papers and, at the request of the Mortgagee, the Shipowner will deliver for inspection copies of all material contracts and documents relating to the Vessel, whether on board or not.

SECTION 2.13 The Shipowner will remain the registered owner of the Vessel. Without giving at least 60 days’ prior written notice thereof to the Mortgagee, the Shipowner will not change the name, official or patent number, the home port or class of the Vessel. The Shipowner will not change the flag of the Vessel.

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SECTION 2.14 The Shipowner will not sell, mortgage or transfer the Vessel except in accordance with the applicable provisions of the Pari Passu Documents. The Shipowner will not charter the Vessel on a demise or bareboat basis to any Person who is not an Internal Charterer (except pursuant to a Permitted Third Party Charter (as defined in the 2012 Indenture and the Term Loan Agreement)); provided, that to the extent the Shipowner so demises or bareboat charters the Vessel to an Internal Charterer pursuant to an Internal Charter, it will: (a) cause such Internal Charterer to become a Guarantor and to execute the Pari Passu Documents required to be executed by Guarantors in accordance with the terms of the Credit Facilities, and (b) cause the Internal Charterer to execute and deliver an Assignment of Earnings in favor of the Mortgagee respecting any earnings of the Vessel payable to the Internal Charterer. The Shipowner will cause all freights, hires or other earnings of the Vessel payable to it or to any Internal Charterer to be paid to an Earnings Account in accordance with the terms of the Assignment of Earnings respecting the Vessel given by the Shipowner. Any Assignment of Earnings shall be in the form attached hereto as Exhibit F.

SECTION 2.15 The Shipowner agrees that, if the Shipowner fails to perform covenants or obligations under this Mortgage, including, without limitation, its obligations with respect to insurance, the discharging of Liens, taxes, dues, assessments, governmental charges, fines, penalties lawfully imposed, repairs, reasonable attorneys’ fees, and other obligations that are not Permitted Liens, during the existence of an Event of Default, the Mortgagee may, but shall not be obligated to, perform the Shipowner’s obligations under this Mortgage, and any reasonable expenses incurred by the Mortgagee in performing the Shipowner’s obligations shall be paid by the Shipowner within 10 Business Days of demand. Any such performance by the Mortgagee may be made by the Mortgagee in reasonable reliance on any statement, invoice or claim, without inquiry into the validity or accuracy thereof. The amount and nature of any expense of the Mortgagee hereunder shall be conclusively established by a certificate of any officer of the Mortgagee absent manifest error, and such amount shall be included in the Secured Obligations, secured by this Mortgage.

SECTION 2.16 The Shipowner will fully perform, and cause any Internal Charterer or charterer under a Permitted Third Party Charter, respectively, to fully perform, (a) any Internal Charter of the Vessel between the Shipowner and the Internal Charterer, (b) any Permitted Third Party Charter, and (c) all drilling or other contracts which may be entered into with respect to the Vessel.

SECTION 2.17 In the event that at any time and from time to time this Mortgage or any provisions hereof shall be deemed invalidated in whole or in part by reason of any present or future law or any decision of any Governmental Authority, then the Shipowner, forthwith will execute such other and further assurances and documents as are reasonably necessary to accomplish the purposes of this Mortgage.

SECTION 2.18 In the event of the requisition of the Vessel by any Governmental Authority or by anyone else, in each case provided such action does not constitute a Total Loss (as hereinafter defined), the Shipowner will give prompt written notice thereof to the Mortgagee,

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and any payments in respect thereof shall be paid to the Shipowner, and the Shipowner shall cause any such payment to be applied to the Secured Obligations to the extent required, and in accordance with, the terms of the Intercreditor Agreement.

SECTION 2.19 (a) The Shipowner will at all times and at its own cost and expense (and the Shipowner represents and warrants that all insurance carried and maintained in respect of the Vessel meets, and as long as the Mortgage is effective will continue to meet, the standards set forth in Section 2.19(a)(i) below):

(i) cause to be carried and maintained in respect of the Vessel insurance payable in United States Dollars in amounts (and with co-insurance and deductibles), against all risks (including, without limitation, marine hull and machinery (including excess value) insurance, protection and indemnity insurance, drilling, towage, confiscation, expropriation, loss of hire, war and terrorist risks, liability arising out of pollution and the spillage or leakage of cargo and cargo liability insurance (with named windstorm coverage exclusions in the Gulf of Mexico unless the Insurance Advisor advises that such named windstorm coverage is available in the Gulf of Mexico on a commercially reasonable basis and is customary with respect to the operation in the drilling industry of any vessel similar to the Vessel in the Gulf of Mexico) and in forms which are substantially equivalent to the coverage reflecting the customary and prudent practice of other responsible and experienced Persons of similar size and established reputation engaged in the same or similar operation of vessels similar to the Vessel and placed through brokers and with financially sound and reputable insurance companies, underwriters, funds, mutual insurance associations, war risks and protection and indemnity risk associations or clubs of recognized standing;

(ii) renew all such insurances as they expire and so as to ensure that there is no gap in coverage, keep the Mortgagee advised of the progress of such renewals, and provide evidence of such renewal in writing to the Mortgagee within seven days of renewal;

(iii) punctually pay all premiums, calls, contributions or other sums payable in respect of the insurances and produce all relevant receipts when so required by the Mortgagee, and all insurances shall provide that there shall be no recourse against the Mortgagee for unpaid premiums, club calls, assessments or advances;

(iv) cause each insurance company, underwriter, club or fund (or an authorized agent thereof) to agree in writing to mark their records and to advise the Mortgagee at least seven (7) days prior to the lapse of each policy or contract issued by such insurance company, underwriter, club or fund by expiration, termination, failure to renew or otherwise for any reason whatsoever and of any default in payment of any premium in respect of any insurances with respect to the Vessel. The Mortgagee shall not be deemed to have knowledge of any such lapse of insurance in the absence of receipt of notice from such brokers. If such insurances are not maintained in full force and effect, then the Mortgagee, at its option, may procure such insurance at the Shipowner’s expense;

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(v) deliver to the Mortgagee copies of all cover notes, binders, policies and certificates of entry in protection and indemnity associations, and all endorsements and riders amendatory thereof, in respect of the insurances maintained in connection with the Vessel;

(vi) cause the insurances to provide for a deductible amount not in excess of $5,000,000 per occurrence;

(vii) provide to the Mortgagee promptly after receiving them copies of any communications relating to (A) non-payment of premiums and cancellation of the insurances; and (B) the imposition of any exclusion or qualification or other material modification of the insurances; and

(viii) do all things necessary and provide all documents, evidence and information within its power which may be necessary to enable the Mortgagee to collect or recover any moneys which may at any time become due in respect of the insurances.

(b) As long as either the Existing Indenture or the 2012 Indenture remains in effect and has not been terminated, the Mortgagee shall retain Willis Limited (or other independent insurance advisor of reputable standing nominated by the Issuer and acceptable to the Mortgagee) as Insurance Advisor (the “Insurance Advisor”) who will from to time at the request of the Mortgagee advise whether the Shipowner’s insurances meet the requirements of this Mortgage or what additional or other insurances may be advisable from time to time to protect the interests of the Mortgagee in the Vessel, and the Mortgagee shall be entitled to rely without further inquiry or determination and shall be fully protected in so relying on such Insurance Advisor’s advice. All fees and expenses of the Insurance Advisor shall be paid by the Shipowner. The Shipowner covenants and agrees that neither it nor any affiliate of it will place any insurances required to be maintained by it under this Mortgage through the Insurance Advisor.

(c) The insurances shall include the following terms and conditions:

(i) while being operated, the Vessel shall always be covered against marine perils and all risks of loss or damage, including loss, damage, fire and such other perils as are customary in the industry, in accordance with English, American or Norwegian hull clauses with reasonable deductibles as determined by the Shipowner but in no event in excess of $5,000,000. When and while the Vessel is laid up, in lieu of the aforesaid hull insurance, port risk insurance may be taken out thereon by the Shipowner under forms of policies recommended by the Insurance Advisor in its reasonable discretion for the Vessel;

(ii) for the purposes of insurance against Total Loss (as defined herein), the Vessel and its equipment and appurtenances shall be insured for and valued (for the avoidance of doubt being an agreed/assessed value as between the assured and the insurers) in forms which are substantially equivalent to the coverage reflecting the customary and prudent practice of other responsible and experienced Persons of similar size and established reputation engaged in the same or similar operation of vessels similar to the Vessel;

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(iii) the Vessel shall be covered against war and terrorist risks (including risks, whether or not regarded as war risks, excluded by the “Free of Capture and Seizure” clauses in the standard form of marine policy) in accordance with English, American or Norwegian clauses and incorporating protection and indemnity clause and with crew war risk insurance being effected separately, and the Vessel shall be covered for “strikes, riots and civil commotion” risk. Such risks may, at the option of the Shipowner, be insured by entering the Vessel in a reputable war risk association or club against all risks covered under the rules of such association or club and with reasonable deductibles provided therein;

(iv) the Vessel shall also be insured against protection and indemnity risks and liabilities, including, without limitation, the Vessel’s full tonnage and insurance against liability for pollution or the spillage or leakage of oil or other cargo by the Vessel, unless such risk is fully covered by the entry of the Vessel into an international group protection and indemnity association, in an aggregate amount equal to at least $500,000,000 and by the entry of the Vessel in a protection and indemnity association or club belonging to the International Group of Protection and Indemnity Clubs (the “International Group”), but in any event shall be in an amount recommended by the Insurance Advisor in its reasonable discretion;

(v) if any of the insurances referred to in this Section 2.19 form part of a fleet cover, the Shipowner shall procure that the brokers shall undertake to the Mortgagee that such brokers shall neither set off against any claims in respect of the Vessel any premiums due in respect of other vessels under such fleet cover or any premiums due for other insurances, nor cancel the insurance for reason of non-payment of premiums for other vessels under such fleet cover or of premiums for such other insurances, and shall undertake to issue a separate policy or policies in respect of the Vessel if and when so requested by the Mortgagee; and

(vi) if the Mortgagee determines solely based upon the advice of the Insurance Advisor that the insurances do not reasonably protect the interests of the Mortgagee to the Vessel, it will consult with the Shipowner and the Insurance Advisor in order to agree to any changes to the insurances that may be appropriate to protect the interest of the Mortgagee in relation to the Vessel, provided that if the Mortgagee and the Shipowner are unable to agree upon which changes may be appropriate, the Shipowner will comply with any further requirements relating to insurance recommended by the Insurance Advisor.

(vii) The amount, types of coverage, the insurance provider(s) and all other issues related to the insurance required by this Section 2.19 shall be those reasonably determined by the Insurance Advisor and recommended to the Mortgagee in writing. The Mortgagee shall have no duty or obligation to investigate or otherwise inquire into the recommendations made by the Insurance Advisor in connection with obtaining such insurance.

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(d) At the Shipowner’s expense, the Mortgagee will obtain, for and on behalf of the Mortgagee and the Secured Parties, mortgagee’s interest insurance, mortgagee’s additional perils (pollution) insurance, and, when applicable, mortgagee’s rights insurance or similar coverage, and providing coverage which shall be in the maximum amounts obtainable under the hull policies or, if less, 110% of outstanding principal amount of the Credit Facilities set forth in Section 2.19(c)(ii).

(e) In the case of all marine and war risk hull and machinery policies and all protection and indemnity insurances (including insurance against liability for pollution or the spillage or leakage of cargo), the Shipowner will cause the Mortgagee to be named an additional insured without liability for premiums or calls payable under the insurances.

(f) The Shipowner will cause all policies and certificates of entry with respect to insurance required hereby for the Vessel to contain a loss payable clause which shall be on substantially the terms set forth in Schedule I attached to the Assignment of Insurances (or, if such terms are not obtainable, then such terms as shall, in the opinion of the Insurance Advisor be the best otherwise attainable), in the case of all marine and war risk hull and machinery (including excess values) policies and all protection and indemnity and liability and oil pollution liability insurance, and which shall: (A) in the case of protection and indemnity insurance, provide for payment to the Shipowner or its order unless the payment is to indemnify the Mortgagee from or reimburse the Mortgagee for any loss, damage or expense incurred by it or unless and until the insurers or associations receive notice from the Mortgagee that an Event of Default shall have occurred and be continuing under this Mortgage, in which event all payments shall be made to the Mortgagee, provided, that the insurer may in all events make payments directly to third parties to whom liability has been established in discharge of guaranties issued by the insurer or claims against the Shipowner or insurer, and (B) in the case of all other insurance, provide for payment in accordance with the terms of Subsection (h) of this Section 2.19.

(g) In addition, the Shipowner will, at its cost and expense, (a) assign to the Mortgagee, and will cause all Internal Charterers to assign to the Mortgagee, by an Assignment of Insurances, all of the Shipowner’s, and as applicable, Internal Charrterer’s right, title and interest in and to each policy and contract of insurance (including all entries in protection and indemnity or war risk associations) with respect to the insurance required hereby and furnish, or cause its brokers to furnish, written notice of such assignment to all insurers, underwriters, clubs and associations with respect to such insurance, and (b) cause the insurance brokers and club managers to hold to the order of the Mortgagee the originals of all policies, contracts, binders, insurance slips, cover notes and certificates of entry relating to the Vessel and to deliver certified copies thereof to the Mortgagee and to execute and deliver to the Mortgagee a letter of undertaking in connection with the above mentioned insurances and entries.

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(h) The proceeds of any insurances or entries referred to in this Section 2.19 shall be applied as follows:

(i) Until the occurrence and continuance of an Event of Default:

(A) any claim under any such insurance (other than in respect of a Total Loss), whether such claim is under the terms of the relevant loss payable clause payable directly to the Shipowner or not, shall be applied by the Shipowner in making good the loss or damage in respect of which it has been paid or paid to the Shipowner in reimbursement of moneys expended by it for such purpose, except that any loss in excess of $15,000,000 shall be paid to the Mortgagee and held by the Mortgagee, provided that the Mortgagee shall pay out of such insurance proceeds costs and expenses in connection with the Shipowner’s repair of the Vessel so that the Vessel is restored to the condition required by this Mortgage. Such proceeds shall be paid by the Mortgagee in the amounts and to the persons certified from time to time by the Shipowner in one or more Officer’s Certificates delivered to the Mortgagee as properly payable in connection with the repair of the Vessel; and

(B) any claim in respect of protection and indemnity insurance shall be paid directly to the person, firm or company to which the liability covered by such insurance was incurred or to the Shipowner in reimbursement of moneys expended by it in satisfaction of such liability.

(ii) Upon the occurrence and continuance of an Event of Default, any claim under any such insurance and entry (other than in respect of a Total Loss) shall be paid to the Mortgagee. The Mortgagee agrees to apply any such amount received in accordance with the terms of the Intercreditor Agreement.

(iii) Whether or not an Event of Default shall have occurred, any claim under any such insurance and entry in respect of a Total Loss shall be paid to the Mortgagee. The Mortgagee agrees to deliver such proceeds to the Pari Passu Collateral Agent for application of such proceeds to the Secured Obligations in accordance with the Intercreditor Agreement. Upon the occurrence and continuance of an Event of Default, the Mortgagee shall have the right, but not the obligation, to negotiate any claim in respect of a Total Loss.

(iv) For purposes of this Mortgage, “Total Loss” means any of the following events respecting the Vessel: (a) the actual, constructive, arranged, agreed, or compromised total loss of the Vessel; (b) the loss, theft or destruction of the Vessel or damage thereto to such extent as shall make repair thereof uneconomical or shall render the Vessel permanently unfit for normal use for any reason whatsoever; (c) the requisition for title or other compulsory acquisition or forfeiture of the Vessel otherwise than by requisition for hire; or (d) the capture, condemnation, seizure, arrest, detention or confiscation of the Vessel by any Governmental Authority or by Persons acting or purporting to act on behalf of any Governmental Authority unless such Vessel be released from such capture, seizure, arrest, detention or confiscation within one (1) month after the occurrence thereof.

Any loss covered by this paragraph (h) which is paid to the Mortgagee but which might have been paid, in accordance with the provisions of this Subsection, directly to the Shipowner or others, shall be paid by the Mortgagee to or as directed by the Shipowner. The Mortgagee agrees that all payments to the Mortgagee of losses covered by this Subsection shall be applied by the Mortgagee in accordance with the terms of the Intercreditor Agreement, as applicable.

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(i) In the event that any claim or Lien is asserted against the Vessel for loss, damage or expense which is covered by insurance required hereunder (other than in the event of a Total Loss of the Vessel), and it is necessary for the Shipowner to obtain a bond or supply other security to prevent arrest of the Vessel or to release the Vessel from arrest on account of such claim or Lien, the Mortgagee, on request of the Shipowner or its agent, shall, so long as no Event of Default shall have occurred and be continuing, assign to any person, firm or corporation executing a surety or guaranty bond or other agreement to save or release the Vessel from such arrest, all right, title and interest of the Mortgagee in and to said insurance (excluding any protection and indemnity insurance under which the Mortgagee is a named insured) covering said loss, damage or expense, as collateral security to indemnify against liability under said bond or other agreement, which assignment shall be made in such form as the Shipowner shall instruct the Mortgagee.

(j) The Shipowner will cause each insurance company, underwriter, club or fund (or an authorized agent thereof) with respect to all insurance required hereby to agree in writing for the benefit of the Mortgagee that each policy or contract issued by such insurance company, underwriter, club or fund shall not lapse, expire, terminate or be cancelled for any reason whatsoever without at least seven (7) days’ prior facsimile notice to the Mortgagee addressed as provided in Section 4.10.

(k) The Shipowner agrees that it will not do or permit or willingly allow to be done any act by which any insurance or entry required by this Section 2.19 may be suspended, impaired or cancelled, and that it will not permit or allow the Vessel to undertake any voyage, or perform any drilling contract, or run any risk or transport any cargo which may not be permitted by the policies in force, without having previously insured the Vessel by additional coverage to extend to such voyages, risks or cargoes. The Shipowner agrees to give the Mortgagee prompt notice of the proposed location of the Vessel in the Gulf of Mexico, and confirm to the Mortgagee that the insurance coverage meets the requirements of this Mortgage. While the Vessel is located in the Gulf of Mexico, the insurances may contain named windstorm coverage exclusions in the Gulf of Mexico unless the Insurance Advisor advises that such named windstorm coverage is available in the Gulf of Mexico on a commercially reasonable basis and is customary with respect to the operation in the drilling industry of any vessel similar to the Vessel in the Gulf of Mexico.

(l) The Shipowner will not cause or permit the Vessel to operate in or undertake a voyage to or to sail in any area which has been declared a war area by the relevant underwriters and insurance companies and has been included in the list of exclusions from time to time in effect attached to the war risks insurance policies in the form of the war risks trading warranties, without first notifying thereof the Mortgagee and the war risks underwriters of the Vessel and paying any additional insurance premiums required. The Shipowner agrees that it will promptly furnish to the Mortgagee evidence of payment of such additional premiums.

(m) The Shipowner will comply with and satisfy in all material respects all of the provisions of any applicable law, convention, regulation, proclamation or order concerning

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financial responsibility for liabilities imposed on the Shipowner or the Vessel with respect to pollution by any state or nation or political subdivision thereof and will maintain all certificates or other evidence of financial responsibility as may be required by any such law, convention, regulation, proclamation or order with respect to the trade which the Vessel is from time to time engaged in and the cargo carried by it.

(n) Any insurance placed through a “captive” insurer, or an unrated local insurer through which all or a part of the insurance is required to be placed under the local laws of the jurisdiction in which the Vessel may be located from time to time, or cover reinsured will be in form and substance recommended by the Insurance Advisor in its reasonable discretion and in any event such insurance will:

(i) be on the same terms as the original insurances and will include the provisions of this Section 2.19 (including but not limited to an assignment of such insurances or reinsurances to the Mortgagee as set forth in Section 2.19(g) of this Mortgage);

(ii) provide that notwithstanding any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured that the reinsurers’ liability will be to make such payments as would have fallen due under the relevant policy of reinsurance if the reinsured had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policies in respect of which the then relevant policy of reinsurance has been effected; and

(iii) contain a “cut-through” clause in the following form (or a form otherwise recommended by the Insurance Advisor in its reasonable discretion):

“It is hereby declared and agreed that if [—], a [—] (“[—]”), as Insurer (or any successor to [—] as insurer) under the insurance policy (the “Policy”) between [—], as Insurer, and [—] and Wells Fargo Bank, National Association, as Mortgagee, as Assured, fails for any reason to pay in full all or any portion of any losses payable in respect of the insured vessel (the “Vessel”) under the Policy, or in any event upon written notice by the said Assureds of an Event of Default under the Mortgage, then all such losses (or such portion thereof) shall be paid directly by the reinsurers (collectively, the “Reinsurers”) identified from time to time under any and all reinsurance agreements (the “Reinsurance Agreements”) providing for reinsurance under the Policy with respect to the Vessel to such Assureds, as the respective interests of the Assureds may appear under the Policy, but only for the proportions subscribed by the Reinsurers and provided that the Reinsurers have not already made payment in full for their proportion in accordance with the terms of the Reinsurance Agreements and the Policy.”

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(o) At all times during which the Vessel is operating within the jurisdiction of the United States of America, the Shipowner shall maintain with respect to the Vessel:

(i) insurance or post bonds or maintain approved evidence of financial responsibility (including, without limitation, qualification as a “qualified self-insurer” by the United States Coast Guard) with respect to the Vessel to cover the actual cost of removal of discharged oil for which the Shipowner or the Mortgagee may be held strictly liable (or held liable due to negligence of the Shipowner or any other Person) under the Clean Water Act of 1977, as amended, the Oil Pollution Act 1990 (33 U.S.C. § 2701 et seq.), as amended, or the Outer Continental Shelf Lands Act, as amended, or under any other Legal Requirement, including, without limitation, any Environmental Law, of any Governmental Authority that, now or in the future, may apply to the Shipowner or the Mortgagee, the Vessel or its operations; and

(ii) such worker’s compensation or longshoremen’s and harbor workers’ insurance as shall be required by applicable law, including endorsements for foreign and outer continental shelf operations, borrowed servant, voluntary compensation and in rem claims.

SECTION 2.20 The Shipowner hereby irrevocably and unconditionally grants to the Mortgagee a power of attorney permitting the Mortgagee and representatives thereof to examine the class records of the Vessel at any time, and, without cost or expense to the Mortgagee, the Shipowner will irrevocably and unconditionally instruct and authorize the Classification Society of the Vessel as follows, and use its commercially reasonable efforts to obtain from the Classification Society a written undertaking to the Mortgagee:

(a) to send to the Mortgagee, following receipt of a written request from the Mortgagee at the direction of Controlling Party (as defined in the Intercreditor Agreement), certified true copies of all original class records held by the Classification Society relating to the Vessel;

(b) to allow the Mortgagee (or its agents), at any time and from time to time if an Event of Default (in the sole opinion of the Mortgagee) has occurred and is continuing, to inspect the original class and related records of the Shipowner and the Vessel at the offices of the Classification Society and to take copies of them; and

(c) following receipt of a written request from the Mortgagee sent at the direction of the Controlling Party (as defined in the Intercreditor Agreement):

(i) to advise of any facts or matters which may result in or have resulted in a change, suspension, discontinuance, withdrawal or expiry of the Vessel’s class under the rules or terms and conditions of the Classification Society;

(ii) to confirm that the Shipowner is not in default of any of its contractual obligations or liabilities to the Classification Society and, without limiting the foregoing, that it has paid in full all fees or other charges due and payable to the Classification Society;

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(iii) if the Shipowner is in default of any of its contractual obligations or liabilities to the Classification Society, to specify to the Mortgagee in reasonable detail the facts and circumstances of such default, the consequences thereof, and any remedy period agreed or allowed by the Classification Society; and

(iv) to notify the Mortgagee immediately in writing if the Classification Society receives notification from the Shipowner or any other person that the Vessel’s Classification Society is to be changed.

Notwithstanding the above instructions and undertaking given for the benefit of the Mortgagee, the Shipowner shall continue to be responsible to the Classification Society for the performance and discharge of all its obligations and liabilities relating to or arising out of or in connection with the contract it has with the Classification Society, and nothing herein or therein shall be construed as imposing any obligation or liability of the Mortgagee to the Classification Society in respect thereof.

The Shipowner shall further notify the Classification Society that all the foregoing instructions and authorizations shall remain in full force and effect until revoked or modified by written notice to the Classification Society received from the Mortgagee, and that the Shipowner shall reimburse the Classification Society for all its costs and expenses incurred in complying with the foregoing instructions.

SECTION 2.21 The Shipowner covenants that it will at all times comply in all material respects with the International Management Code for the Safe Operation of Ships and for Pollution Prevention adopted by the International Maritime Organization. The Shipowner shall take, or cause to be taken, all reasonable precautions to prevent illegal drugs or drug paraphernalia from being used or kept on board the Vessel and, if applicable, otherwise comply with the Zero Tolerance anti-drug policy of the United States Government.

ARTICLE III

EVENTS OF DEFAULT AND REMEDIES

SECTION 3.1 As used herein, the term “Event of Default” means (a) with respect to the Existing Indenture, an “Event of Default” under, and as defined therein, (b) with respect to the 2012 Indenture, an “Event of Default” under, and as defined therein, (c) with respect to the Term Loan Agreement, an “Event of Default” under, and as defined therein, or (d) with respect to the Credit Loan Agreement, an “Event of Default” under, and as defined therein. If an Event of Default shall have occurred and be continuing, then, in each and every such case the Existing Noteholder Collateral Agent, the New Noteholder Collateral Agent, the Lender Collateral Agent or the Credit Agreement Collateral Agent, as relevant, shall have the right to make such demands and take such actions as are permitted to each of them, respectively, by the Existing Indenture Documents, the 2012 Indenture Documents, the Term Loan Documents or the Credit Agreement Documents, as the case may be. If an Event of Default shall have occurred and be continuing under all of the Existing Indenture, the 2012 Indenture Documents, the Term Loan Agreement and the Credit Agreement, the Mortgagee shall have the right, subject to and in accordance with the terms of the Intercreditor Agreement and Section 4.13 hereof, to:

(a) declare immediately due and payable all of the Secured Obligations (in which case all of the same shall be immediately due)(provided, no such declaration shall be required if an Event of Default shall have occurred under a particular Pari Passu Document that triggers an automatic enforcement of rights under such Pari Passu Document) and bring suit at law, in equity or in admiralty, as it may be advised, to recover judgment for the Secured Obligations and satisfy the same out of the Vessel;

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(b) exercise all of the rights and remedies in foreclosure with respect to the Vessel and otherwise given to mortgagees by the provisions of applicable law, including but not limited to, the provisions of Panamanian Ship Mortgage Law and the regulations in effect thereunder from time to time, as amended;

(c) take and enter into possession of the Vessel, at any time, wherever the same may be, without court decision or other legal process and without being responsible for loss or damage, and the Shipowner or other person in possession forthwith upon demand of the Mortgagee shall surrender to the Mortgagee possession of the Vessel and the Mortgagee may, without being responsible for loss or damage (except to the extent caused by the Mortgagee’s gross negligence or willful misconduct), hold, lay up, lease, charter, operate or otherwise use such Vessel for such time and upon such terms as it may deem to be for its best advantage, and demand, collect and retain all hire, freights, earnings, issues, revenues, income, profits, return premiums, salvage awards or recoveries, recoveries in general average, and all other sums due or to become due in respect of such Vessel or in respect of any insurance thereon from any person whomsoever, accounting only for the net profits, if any, arising from such use of the Vessel and charging upon all receipts from the use of the Vessel or from the sale thereof by court proceedings or pursuant to Section 3.1(e) below, all costs, expenses, charges, damages or losses by reason of such use (including attorney’s fees); provided, that the Mortgagee shall be obligated to provide the Shipowner only with a final accounting; and if at any time the Mortgagee shall avail itself of the right herein given it to take possession of the Vessel, the Mortgagee shall have the right to dock the Vessel for a reasonable time at any dock, pier or other premises of the Shipowner without charge, or to dock them at any other place at the cost and expense of the Shipowner, and the Mortgagee shall have the right to require the Shipowner to deliver, and the Shipowner shall on demand, at its own cost and expense, deliver to the Mortgagee the Vessel as demanded; and the Shipowner hereby irrevocably instructs the master of the Vessel so long as this Mortgage is outstanding to deliver the Vessel to the Mortgagee as demanded;

(d) inspect and make copies of all original class records held by the Classification Society relating to such Vessel; and/or

(e) without being responsible for loss or damage, other than loss or damage due to its own gross negligence or willful misconduct, sell such Vessel, at any place and at such time as the Mortgagee may specify and in such manner and such place (whether by public or private sale) as the Mortgagee may deem advisable (without necessity of bringing the Vessel to the place designated for such sale), free from any claim by the Shipowner in admiralty, in equity, at law or by statute, after first giving notice of the time and place of any public sale with a general description of the property in the following manner:

(i) by publishing such notice for twenty (20) consecutive days in a daily newspaper of general circulation published in New York City;

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(ii) if the place of sale should not be New York City, then also by publication of a similar notice in a daily newspaper, if any, published at the place of sale; and

(iii) by mailing a similar notice to the Shipowner at its last known address on the day of first publication;

and notice of the time and place of any private sale by mailing such notice to the Shipowner at its last known address.

SECTION 3.2 Any sale of the Vessel or any interest therein made by the Mortgagee after the occurrence and during the continuance of an Event of Default in pursuance of this Mortgage, whether under the power of sale hereby granted or any judicial proceedings, shall operate to divest all right, title and interest of any nature whatsoever of the Shipowner in and to the Vessel or such interest therein sold, as the case may be, and shall bar any claim from the Shipowner, its successors and assigns, and all persons claiming by, through or under them. No purchaser shall be bound to inquire whether notice has been given, or whether any default has occurred, or as to the propriety of the sale, or as to the application of the proceeds thereof. In the case of any such sale, the Mortgagee shall deliver the proceeds to the Pari Passu Collateral Agent for application of such proceeds to the Secured Obligations in accordance with the terms of the Intercreditor Agreement. At any such sale, the Mortgagee may bid for and purchase such property and upon compliance with the terms of sale may hold, retain and dispose of such property without further accountability therefor.

SECTION 3.3 Subject always to and in accordance with the terms of the Intercreditor Agreement, the Mortgagee is hereby appointed attorney-in-fact of the Shipowner to execute and deliver to any purchaser referred to in Section 3.2, and is hereby vested with full power and authority to make, after the occurrence and during the continuation of an Event of Default, in the name and on behalf of the Shipowner, a good conveyance of the title to the Vessel so sold. In the event of any sale of the Vessel under any power herein contained, the Shipowner will, if and when required by the Mortgagee, execute such form of conveyance of such Vessel and other related documents as the Mortgagee may specify. The powers and authority granted to the Mortgagee herein have been given for a valuable consideration and are hereby declared to be irrevocable.

SECTION 3.4 Subject always to and in accordance with the terms of the Intercreditor Agreement, the Mortgagee is hereby appointed attorney-in-fact of the Shipowner in the name of the Shipowner to, after the occurrence and during the continuation of an Event of Default, demand, collect, receive, compromise and sue for, so far as may be permitted by law, all freights, hire, earnings, issues, revenues, income and profits of the Vessel and all amounts due from underwriters under any insurance thereon as payments of losses or as return premiums or otherwise, salvage awards and recoveries of the Vessel, recoveries in general average or otherwise in respect of the Vessel, and all other sums in respect of the Vessel, due or to become due at the time of the occurrence and during the continuation of any Event of Default, or in respect of any insurance thereon, from any person whomsoever, and to make, give and execute in

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the name of the Shipowner acquittances, receipts, releases or other discharges for the same, whether under seal or otherwise, and to endorse and accept in the name of the Shipowner all checks, notes, drafts, warrants, agreements and other instruments in writing with respect to the foregoing. The powers and authority granted to the Mortgagee herein have been given for a valuable consideration and are hereby declared to be irrevocable.

SECTION 3.5 Whenever any right to enter and take possession of the Vessel accrues to the Mortgagee, it may require the Shipowner to deliver, and the Shipowner shall on demand, at its own cost and expense, deliver to the Mortgagee such Vessel as demanded, subject always to and in accordance with the terms of the Intercreditor Agreement. If any legal proceedings shall be taken to enforce any right of Mortgagee under this Mortgage, the Mortgagee shall be entitled as a matter of right to the appointment of a receiver of such Vessel and of the freights, hire, earnings, issues, revenues, income and profits due or to become due and arising from the operation thereof, subject always to and in accordance with the terms of the Intercreditor Agreement.

SECTION 3.6 Subject always to and in accordance with the terms of the Intercreditor Agreement, the Shipowner authorizes and empowers the Mortgagee or its appointees or any of them to, after the occurrence and during the continuation of an Event of Default, appear in the name of the Shipowner, its successors and assigns, in any court of any country or nation of the world where a suit is pending against the Vessel because of or on account of an alleged lien against such Vessel from which such Vessel has not been released and to take such proceedings as to them or any of them may deem necessary towards the defense of such suit and the purchase or discharge of such lien, and all expenditures made or incurred by them or any of them for the purpose of such defense or purchase or discharge shall be a debt due from the Shipowner, its successors and assigns, to the Mortgagee, and shall be secured by the lien of this Mortgage in like manner and extent as if the amount and description thereof were written herein.

SECTION 3.7 The Shipowner covenants that at any time that any Secured Obligations shall be due and payable (whether by acceleration or otherwise), the same shall be paid in accordance with the Intercreditor Agreement; and in case the Shipowner fails to pay or causes to be paid the same when due in accordance with the Pari Passu Documents, and that failure constitutes an Event of Default, the Mortgagee shall be entitled to recover judgment for the whole amount so due and unpaid, together with such further amounts as shall be provided by the Pari Passu Documents and applicable law. All moneys collected by the Mortgagee under this Section 3.7 shall be delivered to the Pari Passu Collateral Agent and applied by the Pari Passu Collateral Agent in accordance with the terms of the Intercreditor Agreement.

SECTION 3.8 Each and every power and remedy herein given to the Mortgagee shall be cumulative and shall be in addition to every other power and remedy herein given or now or hereafter existing at law, in equity, in admiralty, by statute or under any Pari Passu Document or other agreement, and each and every power and remedy whether herein given or otherwise existing may be exercised from time to time and as often and in such order as may be deemed expedient by the Mortgagee, and the exercise or the beginning of the exercise of any power or remedy by the Mortgagee shall not be construed to be a waiver of the right to exercise at the same time or thereafter any other power or remedy. No delay or omission by the

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Mortgagee in the exercise of any right or power or in the pursuance of any remedy accruing upon the occurrence and during the continuance of any Event of Default shall impair any such right, power or remedy or be construed to be a waiver of any such right, power or remedy; nor shall the acceptance by the Mortgagee of any security or of any payment of or on account of the Secured Obligations be construed to be a waiver of any right that the Mortgagee may have hereunder after the occurrence and during the continuance of such Event of Default or any other Event of Default, including any subsequent Event of Default of the same or a different nature.

SECTION 3.9 Subject always to and in accordance with the terms of the Intercreditor Agreement, if at any time prior to any sale of or consummation of foreclosure proceedings on the Vessel by the Mortgagee after the occurrence and during the continuance of an Event of Default in accordance herewith, the Shipowner offers to cure such Event of Default and to pay all expenses, advances, fees and damages to the Mortgagee arising from such Events of Default to the extent provided for in the Existing Indenture, the 2012 Indenture, the Credit Agreement or the Term Loan Agreement, respectively, or the other Pari Passu Documents, including all costs and expenses incurred by the Mortgagee upon the exercise by the Mortgagee of its rights hereunder as a result of such Event of Default, then the Mortgagee may, but shall be under no obligation to, accept such offer, cure and payment and restore the Shipowner to its former position, but such action shall not affect any rights which the Mortgagee may have hereunder after the occurrence and during the continuance of any subsequent Event of Default or impair any rights consequent thereon.

SECTION 3.10 In case the Mortgagee shall have proceeded to enforce any right, power or remedy under this Mortgage by foreclosure, entry or otherwise, and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Mortgagee, then and in every such case the Shipowner and the Mortgagee shall be restored to their former positions and rights hereunder with respect to the property subject or intended to be subject to this Mortgage, and all rights, remedies and powers of the Mortgagee shall continue as if no such proceedings had been taken.

SECTION 3.11 Unless otherwise specified herein or in the other Pari Passu Documents, any cash proceeds received by the Mortgagee from the sale of, collection of, or other realization upon any part of the Vessel or related collateral or any other amounts received by the Mortgagee hereunder, including the net earnings of any charter operation or other use of the Vessel by the Mortgagee under any of the powers specified in Article I and/or Article II, may be, at the reasonable discretion of the Mortgagee, subject always to and in accordance with the terms of the Intercreditor Agreement (a) held by the Mortgagee in one or more cash collateral accounts as cash collateral for the Secured Obligations under the terms of the Pari Passu Documents or (b) delivered to the Pari Passu Collateral Agent for application to the Secured Obligations. Amounts applied to the Secured Obligations shall be applied to the payment of the Secured Obligations in the order set forth in and in accordance with the terms of the Intercreditor Agreement. Any surplus cash collateral or cash proceeds held by the Mortgagee after payment in full of the Secured Obligations shall be paid over to the Shipowner or to whomever may be lawfully entitled to receive such surplus.

SECTION 3.12 Unless and until one or more Events of Default shall occur and be continuing, the Shipowner (a) shall be suffered and permitted to retain actual possession and use

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of the Vessel and (b) shall have the right, from time to time, in its discretion, and without application to the Mortgagee, and without obtaining a release thereof by the Mortgagee, to dispose of, free from the lien hereof, any boilers, engines, generators, drilling machinery and equipment, pumps and pumping equipment, machinery, masts, spars, sails, rigging, boats, anchors, cables, chains, tackle, outfit, apparel, furniture, fittings, equipment, spares, fuel, stores or any other appurtenances of the Vessel, provided such item of property is replaced and such Vessel is maintained in the condition required herein and in the Pari Passu Documents, and such replacement item, if any, shall forthwith become subject to the lien of this Mortgage as a first naval mortgage thereon.

SECTION 3.13 Notwithstanding anything to the contrary in this Mortgage, the amount of any Secured Obligations that are secured by the Shipowner’s rights in the Vessel or any related collateral or subject to a Lien in favor of the Mortgagee hereunder or under any other Pari Passu Document shall be limited to the extent, if any, required so that the Liens granted under this Mortgage shall not be subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provision of any other applicable Law or to being set aside or annulled under any applicable Law relating to fraud on creditors. In determining the limitations, if any, on the amount of any Secured Obligations that are subject to the Lien on the Vessel and related collateral hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation or contribution which such Shipowner may have under the Pari Passu Documents, any other agreement or applicable Law shall be taken into account.

ARTICLE IV

SUNDRY PROVISIONS

SECTION 4.1 The maximum principal amount secured by this Mortgage at any time is Two Billion Six Hundred Seventy Four Million Nine Hundred Ninety Nine Thousand United States Dollars (US$2,674,999,000), and for purposes of recording this Mortgage, the total amount of this Mortgage is Two Billion Six Hundred Seventy Four Million Nine Hundred Ninety Nine Thousand United States Dollars (US$2,674,999,000). In addition to principal, this Mortgage also secures the other Secured Obligations, including interest, costs and expenses of collection and other sums which are deemed to be secured by the relevant laws of the Republic of Panama, as provided in this Mortgage, the Existing Indenture, the 2012 Indenture, the Term Loan Agreement, the Credit Agreement and the other Pari Passu Documents. The maturity date of this Mortgage is November 1, 2019.

SECTION 4.2 All of the covenants, promises, stipulations and agreements of the Shipowner in this Mortgage contained shall bind the Shipowner and its successors and permitted assigns and shall be binding on and inure to the benefit of the Mortgagee and its successors and permitted assigns. In the event of any assignment of this Mortgage by the Mortgagee in accordance with the applicable provisions of any Pari Passu Collateral Document, the term “Mortgagee” as used in this Mortgage shall be deemed to mean any such successor or permitted assignee.

SECTION 4.3 Wherever and whenever herein any right, power or authority is granted or given to the Mortgagee, such right, power or authority may be exercised in all cases by the Mortgagee or such agent or agents as it may appoint, and the act or acts of such agent or agents when taken shall constitute the act of the Mortgagee hereunder.

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SECTION 4.4 (a) In the event that any provision of this Mortgage shall be deemed invalid or unenforceable by reason of any present or future law or any decision of any court of competent jurisdiction, the validity and enforceability of any other provision hereof shall not be affected thereby. Any such invalidity or unenforceability of any provision of this Mortgage in any jurisdiction or nation shall not render such provision invalid or unenforceable under the laws of any other jurisdiction or nation.

(b) In the event that this Mortgage or any of the documents or instruments which may from time to time be delivered hereunder or any provision hereof shall be deemed invalidated by present or future law of any nation or by decision of any court of competent jurisdiction, this shall not affect the validity and/or enforceability of all or any other parts of this Mortgage, or such documents or instruments and, in any such case, the Shipowner covenants and agrees that, on demand, it will execute and deliver such other and further agreements and/or documents and/or instruments and do such things as the Mortgagee in its sole reasonable discretion may deem to be necessary to carry out the true intent of this Mortgage.

(c) Anything herein to the contrary notwithstanding, it is intended that nothing herein shall waive the preferred status of this Mortgage and that, if any provision of this Mortgage or portion thereof shall be construed to waive the preferred status of this Mortgage, then such provision to such extent shall be void and of no effect and shall cease to be a part of this Mortgage, without affecting the remaining provisions, which shall remain in full force and effect.

SECTION 4.5 THE SHIPOWNER AND THE MORTGAGEE HEREBY EXPRESSLY AND IRREVOCABLY (I) SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN ANY SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY; AND (II) WAIVES (A) ITS RIGHT TO A TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE INITIAL PURCHASERS AND FOR ANY COUNTERCLAIM RELATED TO ANY OF THE FOREGOING AND (B) ANY OBLIGATION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

SECTION 4.6 In case of any discrepancy between an English counterpart and the Spanish and the Notarial version thereof in Spanish, as between the parties hereto, the English counterpart shall control.

SECTION 4.7 The term “Dollars” or the symbol “$” as used herein shall mean Dollars in any coin or currency of the United States of America which at the time of payment shall be legal tender for public and private debts.

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SECTION 4.8 Enforcement Expenses; Indemnification.

(a) Costs and Expenses. Shipowner shall pay all out-of-pocket expenses incurred by the Mortgagee or any Secured Parties (including the fees, charges and disbursements of any counsel for the Mortgagee), and shall pay all fees and time charges for attorneys who may be employees of the Mortgagee or any of the Secured Parties, in connection with the enforcement or protection of its rights in connection with the Existing Indenture, the 2012 Indenture, the Term Loan Agreement, the Credit Agreement, this Mortgage, and the other Pari Passu Documents, including its rights under this Section, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Credit Facilities, the Existing Notes, and the 2019 Notes and any other Pari Passu Documents.

(b) INDEMNIFICATION BY SHIPOWNER. SHIPOWNER SHALL INDEMNIFY THE MORTGAGEE (AND ANY SUB-AGENT THEREOF), EACH INDEMNIFIED PARTY AND EACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (EACH SUCH PERSON BEING CALLED AN “INDEMNITEE”) AGAINST, AND DEFEND AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, CLAIMS, DEMANDS, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES, OR DISBURSEMENTS (INCLUDING ALL FEES, EXPENSES AND DISBURSEMENTS OF ANY LAW FIRM OR OTHER EXTERNAL COUNSEL AND, WITHOUT DUPLICATION, THE ALLOCATED COST OF INTERNAL LEGAL SERVICES AND ALL EXPENSES AND DISBURSEMENTS OF INTERNAL COUNSEL) OF ANY KIND OR NATURE WHATSOEVER WHICH MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST ANY INDEMNITEE IN ANY WAY RELATING TO OR ARISING OUT OF OR IN CONNECTION WITH (A) THE EXECUTION, DELIVERY, ENFORCEMENT, PERFORMANCE, OR ADMINISTRATION OF THIS MORTGAGE OR ANY OTHER AGREEMENT, LETTER OR INSTRUMENT DELIVERED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, (B) ANY ACTION TAKEN OR OMITTED BY THE MORTGAGEE UNDER THIS MORTGAGE OR ANY OTHER PARI PASSU DOCUMENT (INCLUDING SUCH MORTGAGEE’S OWN NEGLIGENCE), OR (C) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY (INCLUDING ANY INVESTIGATION OF, PREPARATION FOR, OR DEFENSE OF ANY PENDING OR THREATENED CLAIM, INVESTIGATION, LITIGATION OR PROCEEDING) AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO (ALL THE FOREGOING, COLLECTIVELY, THE “INDEMNIFIED LIABILITIES”); PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, CLAIMS, DEMANDS, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SHIPOWNER SHALL NOT ASSERT, AND HEREBY WAIVES, ANY CLAIM

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AGAINST ANY INDEMNITEE, ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL DAMAGES) ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF, THIS MORTGAGE, ANY PARI PASSU DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY. NO INDEMNITEE SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY UNINTENDED RECIPIENTS OF ANY INFORMATION OR OTHER MATERIALS DISTRIBUTED BY IT THROUGH TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS MORTGAGE, THE OTHER PARI PASSU DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(c) All amounts due under this Section 4.8 shall be Secured Obligations and shall be payable within 10 Business Days after demand therefor. The agreements in this Section shall survive the resignation of the Mortgagee and the repayment, satisfaction or discharge of all the other Secured Obligations.

SECTION 4.9 Notices shall be delivered in accordance with the applicable provisions of the Pari Passu Documents, and shall be effective as provided therein. Each of the Shipowner and Mortgagee may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other party hereto.

SECTION 4.10 None of the terms or provisions of this Mortgage may be waived, amended, supplemented or otherwise modified except in accordance with the applicable provisions of the Pari Passu Documents.

SECTION 4.11 In the event of a direct conflict between this Mortgage and the Intercreditor Agreement, the Intercreditor Agreement shall control; provided, however, the parties understand and agree that this Mortgage sets forth additional covenants, obligations and rights and the parties will use all reasonable efforts to construe the provisions and covenants in this Mortgage as not being in direct conflict with the Intercreditor Agreement.

SECTION 4.12 NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN TO THE CONTRARY, IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF (A) THIS MORTGAGE AND (B) ANY OF THE EXISTING INDENTURE, THE 2012 INDENTURE, THE TERM LOAN AGREEMENT, OR CREDIT LOAN AGREEMENT, THE PROVISIONS OF THE EXISTING INDENTURE, THE 2012 INDENTURE, THE TERM LOAN AGREEMENT, OR THE CREDIT AGREEMENT, AS APPLICABLE, SHALL CONTROL WITH RESPECT THERETO (BUT SHALL NOT CONTROL AS SUCH PROVISION MAY APPLY TO ANY OTHER SUCH INDENTURE OR AGREEMENT), UNLESS THE PROVISIONS OF SUCH INCONSISTENT INDENTURE OR AGREEMENT ARE INCONSISTENT WITH THE INTERCREDITOR AGREEMENT, IN WHICH CASE, THE INTERCREDITOR AGREEMENT SHALL CONTROL.

SECTION 4.13 Notwithstanding anything herein to the contrary, (i) the occurrence of an Event of Default with respect to any one Debt Agreement (as hereinafter defined) shall not

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be deemed to constitute an Event of Default under any other Debt Agreement except to the extent so expressly stated in such other Debt Agreement and (ii) upon the occurrence of an Event of Default under any one Debt Agreement, the rights and remedies granted hereunder shall be subject to the Intercreditor Agreement. For purposes of this paragraph, “Debt Agreement” means the Existing Indenture, the 2012 Indenture, the Term Loan Agreement or the Credit Agreement.

SECTION 4.14. The appearing parties hereby confer a special power of attorney with the right of substitution upon any member of the law firm of MORGAN & MORGAN, lawyers of the City of Panama, Republic of Panama, empowering each of them to take all necessary steps to record this instrument of Mortgage in the appropriate registries of the Republic of Panama.

SECTION 4.15 The Mortgagee shall be entitled to the rights and protections afforded to the trustee and note collateral agent pursuant to the terms of the Existing Indenture and 2012 Indenture.

[The rest of this page has been left intentionally blank.]

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IN WITNESS WHEREOF, the Shipowner has caused this Mortgage to be duly executed, by the Shipowner by way of deed, and the Mortgagee has accepted this Mortgage on the day and year first above written.

EXECUTED AS A DEED by

[Name of Shipowner]

By:

Name:

Title:

In the presence of:

Witness:

Name:

Occupation:

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Pari Passu Collateral Agent

as Mortgagee

By:

Name:

Title:

Signature Page to First Naval Mortgage - [    ]

ACKNOWLEDGMENT

STATE OF TEXAS	)
	)	ss.:
COUNTY OF HARRIS	)

On this [    ]th day of [                    ], before me personally appeared [                    ] who being by me duly sworn, did depose and say that she is residing at 777 Post Oak Boulevard, Suite 800, Houston, Texas 77056, she is an attorney-in-fact of [            ], the entity described in and which executed the foregoing instrument; and that she signed her name thereto in accordance with the terms of a power of attorney of such entity, and she further acknowledged to me that the foregoing instrument is the free act and deed of such entity.

Notary Public in and for the State of Texas

Acknowledgment to First Naval Mortgage - [    ]

ACKNOWLEDGMENT

STATE OF TEXAS	)
	)	ss.:
COUNTY OF HARRIS	)

On this [                    ] day of [                    ], before me personally appeared [            ], who being by me duly sworn, did depose and say that he is residing at 750 N. St. Paul Place, Suite 1750, Dallas, Texas 75201, he is an attorney-in-fact of Wells Fargo Bank, National Association, the entity described in and which executed the foregoing instrument; and that he signed his name thereto in accordance with the terms of a power of attorney of such entity, and he further acknowledged to me that the foregoing instrument is the free act and deed of such entity.

Notary Public

Acknowledgment to First Naval Mortgage - [    ]

EXHIBIT A

TO

FIRST NAVAL MORTGAGE

Form of the Existing Indenture, together with Exhibit A thereto (Form of Note) and Exhibit E thereto (Form of Note Guarantee), but without other annexes, schedules or exhibits, together with the forms of any supplements thereto.

See attached.

Exhibit A to First Naval Mortgage - [    ]

EXHIBIT B

TO

FIRST NAVAL MORTGAGE

Form of the 2012 Indenture, together with Exhibit A thereto (Form of Note) and Exhibit E thereto (Form of Note Guarantee), but without other annexes, schedules or exhibits

See attached

Exhibit B to First Naval Mortgage - [    ]

EXHIBIT C

TO

FIRST NAVAL MORTGAGE

[Form of the Term Loan Agreement, together with form of Note but without other annexes, schedules or exhibits]

See attached.

Exhibit C to First Naval Mortgage - [    ]

EXHIBIT D

TO

FIRST NAVAL MORTGAGE

[Form of Credit Agreement, without annexes, schedules or exhibits]

See attached.

Exhibit D to First Naval Mortgage - [    ]

EXHIBIT E

TO

FIRST NAVAL MORTGAGE

Form of Intercreditor Agreement.

See attached.

Exhibit E to First Naval Mortgage - [    ]

EXHIBIT F

TO

FIRST NAVAL MORTGAGE

Form of Assignment of Earnings.

See attached.

Exhibit F to First Naval Mortgage - [    ]

SCHEDULE I

TO

FIRST NAVAL MORTGAGE

DESCRIPTION OF THE VESSEL

[Name of Ship]

Official Number	Radio Call Letters	Length	Width	Depth	Gross Tonnage	Net Tonnage
[    ]	[    ]	[    ] meters	[    ] meters	[    ] meters	[    ]	[    ]

#11755178_v2

Schedule I to First Naval Mortgage - [    ]

EXHIBIT G-4

AMENDMENT NO. 1 TO DEED OF COVENANTS

By

[Shipowner]

as

Shipowner

and

WELLS FARGO BANK, NATIONAL ASSOCIATION

as

Pari Passu Collateral Agent and Mortgagee

Dated [            ]

Bahamian Vessel

[Vessel]

This AMENDMENT NO. 1, dated the [            ], 2013 (this “Amendment”), to DEED OF COVENANTS, dated October 25, 2012 (the “Original Deed of Covenants”) by [Shipowner] , [description of Shipowner] (the “Shipowner”) with an address at: [Shipowner Address] (the “Shipowner”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, with an address at: 750 N. St. Paul Place, Suite 1750, MAC T9263-170, Dallas, Texas, 75201, as (i) Noteholder Collateral Agent pursuant to the terms of the 2013 Indenture (defined below) (in such capacity, the “2013 Indenture Collateral Agent”), (ii) the Noteholder Collateral Agent pursuant to the terms of the 2012 Indenture (in such capacity, the “2012 Noteholder Collateral Agent”), (iii) Collateral Agent under the Term Loan Agreement (in such capacity, the “Lender Collateral Agent”), (iv) Collateral Agent under the Second Term Loan Agreement (defined below) (in such capacity, the “Second Term Loan Collateral Agent”) and (v) as Collateral Agent pursuant to the terms of the Credit Agreement (defined below) (in such capacity, the “Credit Agreement Collateral Agent”, and together with the 2013 Indenture Collateral Agent, the 2012 Noteholder Collateral Agent, the Lender Collateral Agent, and the Second Term Loan Collateral Agent, the “Pari Passu Collateral Agent”, and together with its successors and assigns as such collateral agent under each of the 2013 Indenture, the 2012 Indenture, the Term Loan Agreement, the Second Term Loan Agreement and the Credit Agreement, the “Mortgagee”).

The Original Deed of Covenants as amended by this Amendment is called the “Deed of Covenants”.

RECITALS:

A. The Shipowner is the sole, absolute and unencumbered, legal and beneficial owner of sixty-four sixty-fourth shares in the Bahamian flag vessel, “[            ]” with Official Number [            ], which is duly documented in the name of the Shipowner under the laws and flag of The Commonwealth of the Bahamas, which vessel is further defined below and described on Schedule I attached hereto and made a part hereof.

B. The Mortgage (as defined in the Original Deed of Covenants) was created on the Vessel in favor of the Mortgagee by the Shipowner and duly registered and recorded in the Registry of Bahamian Ships on October 25, 2012 in favor of the Mortgagee.

C. The Mortgage and the Original Deed of Covenants, secures, inter alia, the Shipowner’s obligations under, and the Shipowner’s guarantees of the Issuer’s obligations under, the following documents (in each case, as defined in the Original Deed of Covenants):

(i) the 2012 Indenture;

(ii) the Term Loan Agreement;

(iii) the Credit Agreement; and

(iv) the Existing Indenture.

D. The Original Deed of Covenants is being amended to secure the 2013 Note Obligations, the Second Term Loan Obligations and the increase in the amount of the Credit Agreement Obligations described in whereas clause G below, and to no longer secure the Existing Note Obligations (as each such term is defined in the Original Deed of Covenants, as amended hereby).

E. The Shipowner is party to, and has executed and delivered a guarantee (the “2013 Note Guarantee”) of the obligations of the Issuer under the 2013 Indenture, pursuant to which the Issuer has issued to the Initial Purchasers (as defined in the 2013 Indenture) notes in US$775,000,000 aggregate principal amount bearing interest at the rate of 7.125% and due 2023. The form of the 2013 Indenture is annexed hereto as Exhibit A and made a part hereof, and the form of the 2013 Note Guarantee is annexed to the 2013 Indenture as Exhibit E thereto.

F. The Shipowner is party to, and has executed and delivered a guarantee (the “Second Term Loan Guarantee”) respecting the obligations of the Issuer and Vantage Delaware Holdings, LLC (“VDH”) under, the Second Term Loan Agreement pursuant to which the lenders thereunder have advanced to the Issuer and VDH a term loan in the aggregate principal amount of Three Hundred Fifty Million United States Dollars (US$350,000,000). The form of the Second Term Loan Agreement (which includes the Second Term Loan Guarantee) is annexed hereto as Exhibit B and made a part hereof.

G. The Shipowner is a party to, and has executed and delivered a guarantee (the “Original Credit Agreement Guarantee”) respecting the obligations of the Issuer and the Parent under, a Credit Agreement dated as of June 21, 2012 (the “Original Credit Agreement”) among the Issuer and the Parent, as borrowers, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Royal Bank of Canada, as collateral agent, pursuant to which the lenders from time to time party thereto made a commitment to provide advances to the borrowers thereunder in an aggregate original principal amount of up to Twenty-Five Million United States Dollars (US$25,000,000). The form of the Original Credit Agreement was annexed to the Original Deed of Covenants as Exhibit D thereto. The Original Credit Agreement has been amended and restated as of the date hereof in accordance with the terms of the Credit Agreement (as defined below), inter alia, to increase the amount of the commitments available to the borrowers up to the aggregate principal amount of Two Hundred Million United States Dollars (US$200,000,000). The Shipowner has executed and delivered a guarantee (the “Credit Agreement Guarantee”) respecting the obligations of the borrowers under the Credit Agreement. The form of the Credit Agreement (which includes the Credit Agreement Guarantee) is annexed hereto as Exhibit C and made a part hereof.

H. The Issuer has designated the 2013 Note Obligations and the Second Term Loan Obligations as “Other Pari Passu Obligations” for purposes of the Intercreditor Agreement and certain other documents, including the Original Deed of Covenants and the Mortgage.

I. Consequently, the Mortgage and the Original Deed of Covenants as amended by this Amendment secures the Shipowner’s guarantees under the 2013 Note Guarantee, the Second Term Loan Guarantee, the Credit Agreement Guarantee, the 2012 Note Guarantee (as defined in the Original Deed of Covenants) and the Loan Guarantee (as defined in the Original Deed of Covenants).

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J. The Shipowner will receive substantial direct and indirect benefits through the extension of the loans and the issuance of notes, as applicable, under the 2013 Indenture, the Second Term Loan Agreement and the Credit Agreement, and in consideration of such benefits and other good and valuable consideration and to secure its obligations under the 2013 Note Guarantee, the Second Term Loan Guarantee, the Credit Agreement Guarantee, the 2012 Note Guarantee (as defined in the Original Deed of Covenants), and the Loan Guarantee (as defined in the Original Deed of Covenants), the receipt and sufficiency of which are hereby acknowledged, the Shipowner has executed this Amendment.

K. In accordance with the terms of the Intercreditor Agreement, the parties thereto have, inter alia, agreed to certain matters relating to the Mortgage, the Original Deed of Covenants (as amended by this Amendment), the 2012 Indenture, the Term Loan Agreement, the 2013 Indenture, the Second Term Loan Agreement and the Credit Agreement. The form of the Intercreditor Agreement is annexed to the Original Deed of Covenants as Exhibit E thereto and made a part thereof.

L. The Mortgage and the Original Deed of Covenants as amended by this Amendment secures the Secured Obligations, as such term is amended by virtue of the amended definition of “Pari Passu Obligations” as set forth in Section 2 of this Amendment.

M. The 2013 Notes bear interest at the rate of 7.125% per annum; the 2012 Notes bear interest at the rate of 7.50% per annum; the amounts due under the Term Loan Agreement bear interest at the rate set forth in Section 2.08 of the Term Loan Agreement; the amounts due under the Second Term Loan Agreement bear interest at the rate set forth in Section 2.08 of the Second Term Loan Agreement; and the amounts due under the Credit Agreement bear interest at the rate set forth in Section 2.05 of the Credit Agreement.

NOW, THEREFORE, to secure the prompt payment of the Secured Obligations and the performance and observance of all agreements, covenants and provisions of the Shipowner contained in the 2013 Note Guarantee, the 2012 Note Guarantee, the Loan Guarantee, the Second Loan Guarantee and the Credit Agreement Guarantee, the other Pari Passu Documents (as such term is amended by this Amendment), the Mortgage and this Deed of Covenants, the Shipowner has granted, conveyed, mortgaged, pledged, confirmed, assigned, transferred and set over, and by these presents does grant, convey, mortgage, pledge, confirm, assign, transfer and set over unto the Mortgagee the Vessel;

TO HAVE AND TO HOLD all and singular the Vessel unto the Mortgagee and its successors and permitted assigns, to its and its successors’ and permitted assigns’ own use, benefit and behoof forever, subject to the rights of the Shipowner therein as provided in the Mortgage;

IT IS HEREBY COVENANTED, DECLARED AND AGREED that the Vessel is to be held subject to the further covenants, conditions, provisions, terms and uses set forth in the Mortgage.

1. All capitalized terms used herein but not otherwise defined shall have the meaning specified in the Original Deed of Covenants (as amended by this Amendment) or, if such capitalized term is not defined in the Original Deed of Covenants (as amended by this Amendment), then as such term is defined, or by reference in, the Intercreditor Agreement.

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2. The Original Deed of Covenants is hereby amended as follows:

(a) Section 1.1 shall be amended by deleting the following definitions in their entirety, and all such defined terms as used throughout the Deed of Covenants and the Mortgage shall be deemed to be deleted:

(i) “Existing Indenture”

(ii) “Existing Indenture Collateral Agreements”

(iii) “Existing Indenture Documents”

(iv) “Existing Indenture Indemnified Parties”

(v) “Existing Indenture Secured Parties”

(vi) “Existing Note Obligations”.

(b) Section 1.1 shall be amended by adding the following definitions:

(i) “2013 Indenture” means that certain Indenture dated as of March 28, 2013, among the Issuer, the guarantors from time to time party thereto, and Wells Fargo Bank, National Association, as trustee and noteholder collateral agent, and any and all successors thereto in either such capacity, as the same has been and may be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.

(ii) “2013 Indenture Collateral Agreements” means the 2013 Note Guarantee and any agreement, document or instrument pursuant to which a Lien is granted to secure any 2013 Note Obligations or under which rights or remedies with respect to any such Lien are governed, as the same may be amended, restated, modified, renewed, refunded, replaced, or refinanced from time to time as permitted by the Pari Passu Documents.

(iii) “2013 Indenture Documents” means the 2013 Indenture, the 2013 Notes, the applicable Purchase Agreements, the 2013 Indenture Collateral Agreements, and any agreement, instrument or other document evidencing or governing any 2013 Note Obligations.

(iv) “2013 Indenture Indemnified Parties” shall mean the Initial Purchasers (as defined in the 2013 Indenture), the 2013 Noteholder Collateral Agent, and each Noteholder (as defined in the 2013 Indenture).

(v) “2013 Indenture Secured Parties” means the 2013 Noteholder Collateral Agent and the Noteholders (as defined in the 2013 Indenture).

(vi) “2013 Note Obligations” means all obligations under the 2013 Indenture of the Issuer, the Parent and the other Guarantors (as defined in the 2013 Indenture) under the 2013 Indenture Documents and the other “obligations” under, and as defined in, the 2013 Indenture, including, but not limited to, all indebtedness evidenced by any and all Notes (as defined in the 2013 Indenture) now or hereafter issued thereunder, including any series of Notes that may hereafter from time to time be issued as permitted under the 2013 Indenture.

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(vii) “2013 Notes” means the senior secured first lien notes due 2023 in the original aggregate principal amount of Seven Hundred Seventy Five Million United States Dollars (US$775,000,000) to the Initial Purchasers (as defined in the 2013 Indenture).

(viii) “Second Term Loan Agreement” means that certain Second Term Loan Agreement dated as of on or about the date hereof, among the Issuer, as co-borrower, the US Borrower (as defined therein), the guarantors from time to time party thereto, the lenders from time to time party thereto, Citibank, N.A., as administrative agent, and Wells Fargo Bank, National Association, as collateral agent, as the same has been and may hereafter be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time as permitted by the Pari Passu Documents.

(ix) “Second Term Loan Collateral Agreements” means any agreement, document or instrument pursuant to which a guarantee is given or a Lien is granted to secure any Second Term Loan Obligations or under which rights or remedies with respect to any such Lien are governed, as the same may be amended, restated, modified, renewed, refunded, replaced or refinanced from time to time as permitted by the Pari Passu Documents.

(x) “Second Term Loan Documents” means the Second Term Loan Agreement, the Second Term Loan Collateral Agreements and any agreement, instrument or other document evidencing or governing any Second Term Loan Obligations.

(xi) “Second Term Loan Indemnified Parties” shall mean each of the Lenders (as defined in the Second Term Loan Agreement) and the Second Term Loan Collateral Agent.

(xii) “Second Term Loan Obligations” means the “Obligations” (as defined in the Second Term Loan Agreement) of the Issuer, the US Borrower (as defined in the Second Term Loan Agreement) and the guarantors from time to time party to the Second Term Loan Agreement and any other related document or instrument executed and delivered pursuant thereto, in each case incurred pursuant to the Second Term Loan Agreement and any other related document or instrument executed and delivered pursuant thereto.

(xiii) Second Term Loan Secured Parties” means the lenders under the Second Term Loan Agreement, the Mortgagee, as collateral agent under the Second Term Loan Agreement, and Citibank, N.A., as administrative agent under the Second Term Loan Agreement.

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(c) The definition of “Credit Agreement” in the Original Deed of Covenants is hereby deleted in its entirety and replaced by the following:

“Credit Agreement” means that certain Amended and Restated Credit Agreement dated as of March 28, 2013, among the Issuer and Vantage Drilling Company, as borrowers, the guarantors from time to time party thereto (including the Shipowner), the lenders from time to time party thereto, Royal Bank of Canada, as administrative agent, which amends and restates in its entirety that certain Credit Agreement dated as of June 21, 2012 among the Issuer and Vantage Drilling Company, as borrowers, the guarantors from time to time party thereto (including the Shipowner), the lenders from time to time party thereto, and Royal Bank of Canada, as collateral agent, and as the same has been and may hereafter be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.

(d) The definition of “Credit Facilities” in the Original Deed of Covenants is hereby deleted in its entirety and replaced by the following:

“Credit Facilities” means the 2013 Indenture, the 2012 Indenture, the Term Loan Agreement, the Second Term Loan Agreement and the Credit Agreement.

(e) The definition of “Indemnified Parties” is hereby deleted in its entirety and replaced by the following:

“Indemnified Parties” means the 2012 Indenture Indemnified Parties, the Term Loan Indemnified Parties, the Credit Agreement Indemnified Parties, and the holders of the Other Pari Passu Obligations, including, but not limited to, the 2013 Indenture Indemnified Parties and the Second Term Loan Indemnified Parties.

(f) The definition of “Intercreditor Agreement” is hereby deleted in its entirety and replaced by the following:

“Intercreditor Agreement” means that certain amended and restated intercreditor agreement, dated October 25, 2012, among (a) Wells Fargo Bank, National Association, as the pari passu collateral agent, the noteholder collateral agent and the trustee under the 2012 Indenture, and the collateral agent under the Credit Agreement, (b) Royal Bank of Canada, as administrative agent under the Credit Agreement, (c) Citibank, N.A., as administrative agent under the Term Loan Agreement, and (d) acknowledged by the Issuer, Parent, and each of the other guarantors party thereto and to which Wells Fargo Bank, National Association, as noteholder collateral agent and trustee under the 2013 Indenture, and collateral agent under the Second Term Loan Agreement, and Citibank, N.A., as administrative agent under the Second Term Loan Agreement, were joined as parties by joinder agreements, dated March 28, 2013, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

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(g) The definition of “Pari Passu Documents” is hereby deleted in its entirety and replaced by the following:

“Pari Passu Documents” means the Intercreditor Agreement, the 2012 Indenture Documents, the Term Loan Documents, the Credit Agreement Documents and any other document or instrument evidencing or governing any Other Pari Passu Obligations, including, but not limited to, the 2013 Indenture Documents and the Second Term Loan Documents.

(h) The definition of “Pari Passu Obligations” is hereby deleted in its entirety and replaced by the following

“Pari Passu Obligations” means (a) the 2012 Note Obligations, (b) the Term Loan Obligations, (c) the Credit Agreement Obligations, (d) all Other Pari Passu Obligations, including, but not limited to, the 2013 Note Obligations and the Second Term Loan Obligations, and (e) all other obligations in respect of, or arising under, the Pari Passu Documents, including all fees and expenses of the collateral agent payable with respect thereto and shall include all interest and fees, which but for the filing of a petition in bankruptcy with respect to the Issuer, the Parent or any other guarantor thereunder (in each case, including in its capacity as a co-borrower thereunder), would have accrued on such obligations, whether or not a claim for such interest or fees is allowed in such proceeding.

(i) The definition of “Permitted Liens” is hereby deleted in its entirety and replaced by the following:

“Permitted Liens” means Liens permitted from time to time under the 2013 Indenture, the 2012 Indenture, the Term Loan Agreement, the Second Term Loan Agreement or the Credit Agreement.

(j) The definition of “Purchase Agreements” is hereby amended by adding the following as a new subclause (a) at the beginning thereof (and renumbering the subsequent subclauses appropriately):

“(a) that certain Purchase Agreement dated as of March 21, 2013, among the Issuer and the initial guarantors party thereto, and agreed to and accepted by Jefferies LLC and Citigroup Global Markets Inc., as representatives of the Initial Purchasers (as defined therein), executed in connection with the 2013 Indenture.”

(k) The definition of “Secured Parties” is hereby deleted in its entirety and replaced by the following:

“Secured Parties” means (a) the Pari Passu Collateral Agent, (b) the 2012 Indenture Secured Parties, (c) the Term Loan Secured Parties, (d) the Credit Agreement Secured Parties, and (e) the holders of Other Pari Passu Obligations, including, but not limited to, the 2013 Indenture Secured Parties and the Second Term Loan Secured Parties.

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(l) All references to the term “New Noteholder Collateral Agent” where used throughout the Original Deed of Covenants (as amended by this Amendment) shall be replaced by the term “2012 Noteholder Collateral Agent”. All references to the “Guarantees” or a “Guarantee” shall mean, collectively, the Second Term Loan Guarantee and the 2013 Note Guarantee (each as defined in this Amendment), the 2012 Note Guarantee, the Loan Guarantee and the Credit Agreement Guarantee.

(m) Section 2.1 of the Original Deed of Covenants is hereby deleted in its entirety and replaced by the following:

SECTION 2.1 The Shipowner acknowledges it is justly indebted in accordance with the terms of the Credit Facilities, the 2013 Notes, the 2012 Notes, the Pari Passu Documents and its Guarantees. The Shipowner will pay when due all Secured Obligations from time to time payable by the Shipowner under the Credit Facilities, the 2013 Notes, the 2012 Notes, the Pari Passu Documents and its Guarantees and will observe, perform and comply with the covenants, terms and conditions herein and, as applicable, in the Credit Facilities, the 2013 Notes, the 2012 Notes, the Pari Passu Documents and its Guarantees, on its part to be observed, performed or complied with. The formula for the calculation of interest on the amounts due under the Credit Facilities, the 2013 Notes, and the 2012 Notes, and the terms of their payment together with the terms of the repayment of the principal of the Credit Facilities, the 2013 Notes, and the 2012 Notes secured by this Mortgage are provided in the 2013 Indenture, the 2012 Indenture, the Term Loan Agreement, the Second Term Loan Agreement and the Credit Agreement, as applicable.

(n) Section 2.19(b) of the Original Deed of Covenants is hereby amended by replacing the reference to “Existing Indenture” in the first line thereof with “2013 Indenture”.

(o) The first paragraph of Section 3.1 of the Original Deed of Covenants is hereby deleted in its entirety and replaced by the following:

As used herein, the term “Event of Default” means (a) with respect to the 2013 Indenture, an “Event of Default” under, and as defined therein, (b) with respect to the 2012 Indenture, an “Event of Default” under, and as defined therein, (c) with respect to the Term Loan Agreement, an “Event of Default” under, and as defined therein, (d) with respect to the Second Term Loan Agreement, an “Event of Default” under, and as defined therein or (e) with respect to the Credit Agreement, an “Event of Default” under, and as defined therein. If an Event of Default shall have occurred and be continuing, then, in each and every such case the 2013 Indenture Collateral Agent, the 2012 Noteholder Collateral Agent, the Lender Collateral Agent, the Second Term Loan Collateral Agent or the Credit Agreement Collateral Agent, as relevant, shall have the right to make such demands and take such actions as are permitted to each of them, respectively, by the 2013 Indenture Documents, the 2012 Indenture Documents, the Term Loan Documents, the Second Term Loan Documents or the Credit Agreement Documents, as the case may be. If an Event of Default shall have occurred and be continuing under any of the 2013 Indenture Documents, the 2012 Indenture Documents, the Term Loan Documents, the Second Term Loan Documents and the Credit Agreement Documents, the Mortgagee

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shall have the right, subject to and in accordance with the terms of the Intercreditor Agreement and Section 4.12 hereof, to:

(p) Section 3.13 of the Original Deed of Covenants is hereby deleted in its entirety and replaced by the following:

SECTION 3.13 Subject always to and in accordance with the terms of the Intercreditor Agreement, if at any time prior to any sale of or consummation of foreclosure proceedings on the Vessel by the Mortgagee after the occurrence and during the continuance of an Event of Default in accordance herewith, the Shipowner offers to cure such Event of Default and to pay all expenses, advances, fees and damages to the Mortgagee arising from such Events of Default to the extent provided for in the 2013 Indenture, the 2012 Indenture, the Term Loan Agreement, the Second Term Loan Agreement or the Credit Agreement, respectively, or the other Pari Passu Documents, including all costs and expenses incurred by the Mortgagee upon the exercise by the Mortgagee of its rights hereunder as a result of such Event of Default, then the Mortgagee may, but shall be under no obligation to, accept such offer, cure and payment and restore the Shipowner to its former position, but such action shall not affect any rights which the Mortgagee may have hereunder after the occurrence and during the continuance of any subsequent Event of Default or impair any rights consequent thereon.

(q) Section 4.7(a) of the Original Deed of Covenants is hereby deleted and replaced by the following:

(a) Costs and Expenses. Shipowner shall pay all out-of-pocket expenses incurred by the Mortgagee or any Secured Parties (including the fees, charges and disbursements of any counsel for the Mortgagee), and shall pay all fees and time charges for attorneys who may be employees of the Mortgagee or any of the Secured Parties, in connection with the enforcement or protection of its rights in connection with the 2013 Indenture, the 2012 Indenture, the Term Loan Agreement, the Second Term Loan Agreement, the Credit Agreement, this Mortgage, and the other Pari Passu Documents, including its rights under this Section, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Credit Facilities, the 2013 Notes, and the 2012 Notes and any other Pari Passu Documents.

(r) Section 4.11 of the Original Deed of Covenants is hereby deleted and replaced by the following:

SECTION 4.11 NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN TO THE CONTRARY, IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF (A) THIS MORTGAGE AND (B) ANY OF THE 2013 INDENTURE, THE 2012 INDENTURE, THE TERM LOAN AGREEMENT, THE SECOND TERM LOAN AGREEMENT OR THE CREDIT AGREEMENT, THE PROVISIONS OF THE 2013 INDENTURE, THE 2012 INDENTURE, THE TERM LOAN AGREEMENT, THE SECOND TERM LOAN AGREEMENT OR THE CREDIT AGREEMENT, AS APPLICABLE, SHALL

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CONTROL WITH RESPECT THERETO (BUT SHALL NOT CONTROL AS SUCH PROVISION MAY APPLY TO ANY OTHER SUCH INDENTURE OR AGREEMENT), UNLESS THE PROVISIONS OF SUCH INCONSISTENT INDENTURE OR AGREEMENT ARE INCONSISTENT WITH THE INTERCREDITOR AGREEMENT, IN WHICH CASE, THE INTERCREDITOR AGREEMENT SHALL CONTROL.

(r) Section 4.12 of the Original Deed of Covenants is hereby deleted and replaced by the following:

SECTION 4.12 Notwithstanding anything herein to the contrary, (i) the occurrence of an Event of Default with respect to any one Debt Agreement (as hereinafter defined) shall not be deemed to constitute an Event of Default under any other Debt Agreement except to the extent so expressly stated in such other Debt Agreement and (ii) upon the occurrence of an Event of Default under any one Debt Agreement, the rights and remedies granted hereunder shall be subject to the Intercreditor Agreement. For purposes of this paragraph, “Debt Agreement” means the 2013 Indenture, the 2012 Indenture, the Term Loan Agreement, the Second Term Loan Agreement or the Credit Agreement.

(s) Section 4.13 of the Original Deed of Covenants is hereby amended by replacing the reference to “Existing Indenture” therein with “2013 Indenture”.

3. This Amendment amends the Original Deed of Covenants and, from and after the date hereof, wherever the term “Deed of Covenants” is used in the Original Deed of Covenants, or in any of the Pari Passu Documents, it shall be deemed to mean and refer to the Original Deed of Covenants as amended by this Amendment.

4. Except as expressly modified by this Amendment, all of the terms and conditions of the Original Deed of Covenants remain in full force and effect and are hereby ratified and confirmed by the parties and are incorporated by reference in this Amendment to the same extent as if set forth in this Amendment in their entirety.

5. This Amendment may be executed in any number of counterparts, each of which shall be an original and all of which when taken together shall constitute one instrument.

6. The Recitals in this Amendment constitute part of this Amendment.

7. Notices shall be delivered in accordance with the applicable provisions of the Pari Passu Documents and shall be effective as provided, respectively, therein. Each of the Shipowner and Mortgagee may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the other party hereto.

[The rest of this page has been left intentionally blank.]

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IN WITNESS WHEREOF, the Shipowner has caused this Amendment No. 1 to Deed of Covenants to be duly executed, by the Shipowner by way of deed, and the Mortgagee has accepted this Amendment on the day and year first above written.

EXECUTED AS A DEED by
[SHIPOWNER]
By:
Name:	[                     ]
Title:	[                     ]
In the presence of:
Witness:
Name: Susan Mallek
Occupation: Paralegal
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Pari Passu Collateral Agent and
as Mortgagee
By:
Name:	John C. Stohlmann
Title:	Vice President

Signature Page to Amendment No. 1 to Deed of Covenants - [Vessel]

SCHEDULE I

TO

AMENDMENT NO. 1 TO DEED OF COVENANTS

DESCRIPTION OF THE VESSEL

[VESSEL]

Official Number	Radio Call Letters	Length	Width	Depth	Gross Tonnage	Net Tonnage
[                    ]	[                    ]	[        ] meters	[        ] meters	[        ] meters	[        ]	[        ]

Schedule 1 to Amendment No. 1 Signature Page to Amendment No. 1 to Deed of Covenants - [Vessel]

EXHIBIT A

TO

AMENDMENT NO. 1 TO DEED OF COVENANTS

Form of the 2013 Indenture, together with Exhibit A thereto (Form of Note) and Exhibit E thereto (Form of Note Guarantee), but without other annexes, schedules or exhibits, together with the forms of any supplements thereto.

See attached.

Exhibit A to Amendment No. 1 to Deed of Covenants - [Vessel]

EXHIBIT B

TO

AMENDMENT NO. 1 TO DEED OF COVENANTS

[Form of the Second Term Loan Agreement,

together with form of Note but without other annexes, schedules or exhibits]

See attached.

Exhibit B to Amendment No. 1 to Deed of Covenants - [Vessel]

EXHIBIT C

TO

AMENDMENT NO. 1 TO DEED OF COVENANTS

[Form of Credit Agreement, without annexes, schedules or exhibits]

See attached.

Exhibit C to Amendment No. 1 to Deed of Covenants - [Vessel]

EXHIBIT K-2 TO

SECOND TERM LOAN AGREEMENT

FORM OF SHIP MORTGAGE AND DEED OF COVENANTS – BAHAMAS

K-2-1

R208 - Mortgage Registration Form - Version 1.1

	THE COMMONWEALTH OF THE BAHAMAS MORTGAGE REGISTRATION FORM (Page 1 of 2)
Official Number	IMO Number	Name of Ship	Port of Registry
			NASSAU
Propulsion and Engine Details		Vessel Dimensions
Propulsion: Twin or more Propeller Type of Engines: Diesel Electric Total Power:		Length:    metres Breadth:    metres Depth:       metres
Particulars of Tonnage
GROSS TONNAGE:        tons            NET TONNAGE:            tons
Whereas (a) there is an account current between (1) [            ] with an address at [            ] (hereinafter sometimes called the “Mortgagor”) and (2) WELLS FARGO BANK, NATIONAL ASSOCIATION with an address at 750 North St. Paul Place, Suite 1750, MAC T9263-170, Dallas, TX 75201, United States of America (hereinafter sometimes called the “Mortgagee”) regulated by (1) a Note Guarantee dated July 30, 2010 (as the same may from time to time be amended, supplemented, extended, novated or replaced, the “Note Guarantee”) (2) an Existing Indenture dated July 30, 2010 as supplemented by a First Supplemental Indenture dated May 20, 2011, a Second Supplemental Indenture dated June 1, 2011, a Third Supplemental Indenture dated June 29, 2011, a Fourth Supplemental Indenture dated April 2, 2012, a Fifth Supplemental Indenture dated April 20, 2012 and a Sixth Supplemental Indenture dated October 25, 2012 (the “Existing Indenture”) between inter alios Vantage International Management Co, the other Guarantors as defined therein (including Vantage Drilling Company, Offshore Group Investment Limited and together with Vantage International Management Co. the “Transaction Parties”) and the Mortgagee as Noteholder Collateral Agent, and (3) a new 2012 Indenture dated October 25, 2012 (the “2012 Indenture”) between (i) Offshore Group Investment Limited, Vantage Drilling Company and others as guarantors and (ii) Wells Fargo Bank, National Association as noteholder collateral agent (as either the Existing Indenture or the 2012 Indenture may from time to time be amended, supplemented, extended, novated or replaced, the Existing Indenture and the 2012 Indenture together the “Indentures”) (4) a Credit Agreement dated June 21, 2012 made between (i) Offshore Group Investment Limited and Vantage Drilling Company as borrowers (ii) Vantage Drilling Company and certain Subsidiaries thereof as guarantors (iii) the Lenders from time to time as lenders and (iv) the Royal Bank of Canada and Wells Fargo Bank, National Association as collateral agent as amended by a Second Amendment to Credit Agreement dated October 25, 2012 (as the same may from time to time be amended, supplemented, extended, novated or replaced, the “Credit Agreement”) (5) certain Purchase Agreements dated July 26, 2010, May 20, 2011, April 2, 2012 and October 25, 2012 (as the same may from time to time be amended, supplemented, extended, novated or replaced, the “the Purchase Agreements”) (6) a Term Loan Agreement dated October 25, 2012 between (i) Offshore Group Investment Limited and Vantage Delaware Holdings, LLC as borrowers (ii) Vantage Drilling Company and certain subsidiaries thereof as guarantors (iii) the Lenders from time to time party thereto as lenders (iv) Citibank, N.A. as administrative agent (v) Wells Fargo Bank, National Association as collateral agent (vi) Citigroup Global Markets Inc., Jefferies Finance LLC, RBC Capital Markets, LLC and Deutsche Bank Securities Inc. as co-lead arrangers and joint bookrunning managers (vii) Jefferies Finance LLC as syndication agent and (viii) RBC Capital Markets, LLC and Deutsche Bank Securities Inc. as co-documentation agents (as the same may from time to time be amended, supplemented, extended, novated or replaced, the “Term Loan Agreement” (7) an Amended and Restated Intercreditor Agreement dated October 25, 2012 made between (i) Wells Fargo Bank, National Association as the pari passu collateral agent, the noteholder collateral agent under the 2012 Indenture, the term loan collateral agent, the collateral agent under the Existing Indenture and the collateral agent under the Credit Agreement (ii) Royal Bank of Canada as administrative agent under the Credit Agreement and (iii) Citibank, N.A. as administrative agent under the Term Loan Agreement (as the same may from time to time be amended, supplemented, extended, novated or replaced, the “Intercreditor Agreement”) (8) a Deed of Covenants bearing even date herewith made between the Mortgagor and the Mortgagee (as the same may from time to time be amended, supplemented, extended, novated or replaced, the “Deed of Covenants”) (9) any other Secured Obligations (as defined in the Deed of Covenants) (as the same may from time to time be amended, supplemented, extended, novated or replaced, the “Secured Obligations”) and (10) any other Pari Passu Documents (as such term is defined in the Deed of Covenants) (as the same may from time to time be amended, supplemented, extended, novated or replaced, the “Pari Passu Documents”) and WHEREAS the Mortgagor has agreed to execute this Mortgage in favour of the Mortgagee for the purpose of securing payment by the Mortgagor to the Mortgagee of all sums for the time being owing under the Note Guarantee, the Indentures, the Credit Agreement, the Purchase Agreements, the Term Loan Agreement, the Intercreditor Agreement, the Deed of Covenants, the Secured Obligations and/or the other Pari Passu Documents and for the purpose of securing payment by the Transaction Parties in the manner and at the times set forth in the Note Guarantee, the Indentures, the Credit Agreement, the Purchase Agreements, the Term Loan Agreement, the Intercreditor Agreement, the Deed of Covenants, the Secured Obligations and/or the other Pari Passu Documents and in order to secure the performance of all of the Transaction Parties’ obligations related thereto; and WHEREAS the amount of principal, interest and other moneys due from the Mortgagor at any given time and the manner and time of payment can be ascertained by reference to the Note Guarantee, the Indentures, the Credit Agreement, the Purchase Agreements, the Term Loan Agreement, the Intercreditor Agreement, the Deed of Covenants, the Secured Obligations and/or the other Pari Passu Documents and/or to the books of account (or other accounting records) of the Mortgagee. Now we (b) VANTAGE INTERNATIONAL MANAGEMENT CO. in consideration of the premises for ourselves and our successors, covenant with the said (c) WELLS FARGO BANK, NATIONAL ASSOCIATION and (d) its assigns to pay to it the sums for the time being due on this security whether by way of principal or interest, at the times and manner aforesaid. And for the purpose of better securing to the said (c) the payment of such sums as last aforesaid, we do hereby mortgage to the said (c) WELLS FARGO BANK, NATIONAL ASSOCIATION 64/64ths (sixty four/sixty fourths) shares of which we are the Owners in the Ship above particularly described, and in her boats, guns, ammunition, small arms and appurtenances.

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R208 - Mortgage Registration Form - Version 1.1

Lastly, we for ourselves and our successors, covenant with the said (c) WELLS FARGO BANK, NATIONAL ASSOCIATION and (d) its assigns that we have the power to mortgage in manner aforesaid the above mentioned shares, and that the same are free from encumbrances (e) In witness whereof we have affixed our common seal this ……… day of ………………………………………………………
		Individual/Corporation		Attestation
		[                                         ] name of individual/corporation per…………………………………… signature as Individual/Director/Secretary/ Officer/Attorney-in-fact (h) ……………………………………… signature as Individual/Director/Secretary/ Officer/Attorney-in-fact (h) ……………………………………… in the presence of the witness whose attestation is given opposite		I, (f)………………………………………………………… of (g) ……………………………………………………… hereby testify that in my presence (i) this Mortgage was signed by ……………………………………………………………… as Individual/Director/Secretary/Officer/ Attorney-in-fact (h) and ………………………………………………………… as Individual/Director/Secretary/Officer/ Attorney-in-fact (h) and (ii) the corporate seal (h)/personal seal (h) of the transferor was affixed this ……… day of ……………… Signature of witness ………………………………………..
(a) Here state by way of recital that there is an account current between the Mortgagor (describing the company and its address) and the Mortgagee (giving full title, address and description, including all joint mortgages), and describe the nature of the transaction so as to show how the amount of principal and interest due at any given time is to be ascertained, and the manner and time of payment, (b) Name of company, (c) Full name of Mortgagee, (d) “his”, “hers” or “its”, (e) If any prior encumbrance add “save as appears by the registry of the ship”, (f) name of witness, (g) address of witness, (h) delete as applicable. NOTE: The witness to the execution of the document must be a disinterested party, independent of the body corporate or individual executing it e.g. Notary Public, Consular Officer, Magistrate, Justice of Peace. A director, officer or employee of a transferor which is a body corporate should not be an attesting witness.
	THE COMMONWEALTH OF THE BAHAMAS MORTGAGE REGISTRATION FORM (Page 2 of 2)
Official Number	IMO Number		Name of Ship		Port of Registry
					NASSAU
TRANSFER OF MORTGAGE I/we, the within mentioned in consideration of this day paid to me/us (a)        by …………………………………………………………………………………………… hereby transfer to it/him/her/them (a) the benefit of the within-written security. In witness whereof I/we (a) have hereto affixed our seal this ……… day of ……………………………………………………………
Seal		Individual/Corporation		Attestation
		name of individual/corporation per ………………………………… signature as Individual/Director/Secretary/ Officer/Attorney-in-fact …………………………………… signature as Individual/Director/Secretary/ Officer/Attorney-in-fact ……………………………………		I, (b)………………………………………………………… of (c)……………………………………………………… hereby testify that in my presence (i) this Transfer of mortgage was signed by ………………………………………………………… as Individual/Director/Secretary/Officer/ Attorney-in-fact (a) and ………………………………………………………… as Individual/Director/Secretary/Officer/ Attorney-in-fact (a)

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R208 - Mortgage Registration Form - Version 1.1

	in the presence of the witness whose attestation is given opposite	and (ii) the corporate seal/personal seal (a) of the transferor was affixed this ……… day of ……………. Signature of witness ………………………………………
MEMORANDUM OF DISCHARGE By individual or Joint Mortgagees Received the sum of ………………………………………………………………………………… in discharge of this within-written security. Dated at …………………this ……… day of ………………………………………… In witness whereof we have hereto affixed our common seal ……… this day of ………………………………………
	name of individual/corporation per ……………………………… signature as Individual/Director/Secretary/ Officer/Attorney-in-fact …………………………………… signature as Individual/Director/Secretary/ Officer/Attorney-in-fact …………………………………… in the presence of the witness whose attestation is given opposite	I, (b)………………………………………………………… of (c) ………………………………………………………… hereby testify that in my presence (i) this Discharge of mortgage was signed by ………………………………………………………… as Individual/Director/Secretary/Officer/ Attorney-in-fact (a) and ………………………………………………………… as Individual/Director/Secretary/Officer/ Attorney-in-fact (a) and (ii) the corporate seal/personal seal (a) of the mortgagee was affixed this ……… day of ……………… Signature of witness …………………………………………
(a) delete as appropriate, (b) insert name of witness, (c) insert address of witness NOTE: The witness to the execution of the document must be a disinterested party, independent of the body corporate or individual executing it e.g. Notary Public, Consular Officer, Magistrate, Justice of Peace. A director, officer or employee of a transferor which is a body corporate should not be an attesting witness.

#11756382_v1

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EXHIBIT K-2-2

Date: [                     ]

By

[Shipowner],

as Shipowner

And

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Pari Passu Collateral Agent and Mortgagee

DEED OF COVENANTS

over

“[ Vessel]”

Official Number [                     ]

This DEED OF COVENANTS (this “Deed of Covenants”) is made this [    ] day of [                ] by [Shipowner] (the “Shipowner”) with an address at: [                                        ], to WELLS FARGO BANK, NATIONAL ASSOCIATION, as (i) Noteholder Collateral Agent pursuant to the terms of the Existing Indenture (defined below) (in such capacity, the “Existing Noteholder Collateral Agent”), as (ii) Noteholder Collateral Agent pursuant to the terms of the 2012 Indenture (defined below) (in such capacity, the “New Noteholder Collateral Agent”), as (iii) Collateral Agent under the Term Loan Agreement (defined below) (in such capacity, the “Lender Collateral Agent”), and (iv) as Collateral Agent pursuant to the terms of the Credit Agreement (defined below) (in such capacity, the “Credit Agreement Collateral Agent”, and together with the Existing Noteholder Collateral Agent, the New Noteholder Collateral Agent, and the Lender Collateral Agent, the “Pari Passu Collateral Agent”, together with its successors and assigns as such collateral agent under each of the Existing Indenture, the 2012 Indenture, the Term Loan Agreement and the Credit Agreement, the “Mortgagee”) with an address at: 750 N. St. Paul Place, Suite 1750, MAC T9263-170, Dallas, Texas 75201.

WHEREAS:

1. The Shipowner is the sole, absolute and unencumbered, legal and beneficial owner of sixty-four sixty-fourth shares in the Bahamian flag vessel, “[                    ]“with Official Number [            ], which is duly documented in the name of the Shipowner under the laws and flag of The Commonwealth of the Bahamas, which vessel is further defined below and described on Schedule I attached hereto and made a part hereof.

2. The Shipowner is party to the Existing Indenture pursuant to which the Issuer issued senior secured first lien notes due 2015 (the “Existing Notes”) in the original aggregate principal amount of Two Billion Twenty Five Million United States Dollars (US$2,025,000,000) to the Initial Purchasers(as defined in the Existing Indenture). The form of the Existing Indenture is annexed hereto as Exhibit A and made a part hereof.

3. The Shipowner is party to the 2012 Indenture pursuant to which the Issuer has issued US$1,150,000,000 aggregate principal amount of 7.50% senior secured first lien notes due 2019 (the “2012 Notes”) to the Initial Purchasers (as defined in the 2012 Indenture). The form of the 2012 Indenture is annexed hereto as Exhibit B and made a part hereof.

4. The Shipowner is party to the Term Loan Agreement pursuant to which the lenders from time to time party thereto have advanced to the borrowers thereunder a term loan in the aggregate amount of Five Hundred Million United States Dollars (US$500,000,000). The form of the Term Loan Agreement is annexed hereto as Exhibit C and made a part hereof.

5. The Shipowner is party to the Credit Agreement pursuant to which the lenders from time to time party thereto have made a commitment to provide advances from time to time to the borrowers thereunder in an aggregate amount of up to Twenty Five Million United States Dollars (US$25,000,000). The form of the Credit Agreement is annexed hereto as Exhibit D and made a part hereof.

6. The Shipowner has executed its (w) Note Guarantee (as defined in the Existing Indenture) (the “Existing Note Guarantee”), (x) Note Guarantee (as defined in the 2012

Indenture) (the “2012 Note Guarantee”), (y) guarantee contained in the Term Loan Agreement (the “Loan Guarantee”) and (z) guarantee contained in the Credit Agreement (the “Credit Agreement Guarantee”; and, together with the Existing Note Guarantee, the 2012 Note Guarantee and the Loan Guarantee, the “Guarantees”) whereby it has guaranteed the obligations of the Issuer under the Existing Indenture and the 2012 Indenture respectively, the Credit Parties (including the Issuer) as defined in and party to the Term Loan Agreement, and the Loan Parties (including the Issuer) as defined in and party to the Credit Agreement. The Shipowner will receive substantial, direct and indirect, benefits through the extension of the loans under the terms of the Credit Facilities and related documents; and in consideration of such benefit and other good and valuable consideration and to secure its obligations under the Guarantees, the receipt and sufficiency of which are hereby acknowledged, the Shipowner has executed this Deed of Covenants and that certain statutory mortgage, dated [                    ] constituting a first priority mortgage of sixty four sixty fourth shares in the Vessel (the “Mortgage”). The form of the Existing Note Guarantee is part of Exhibit A and made a part hereof. The form of the 2012 Note Guarantee is part of Exhibit B and made a part hereof. The Loan Guarantee is contained within Exhibit C and made a part hereof. The Credit Agreement Guarantee is contained within Exhibit D and made a part hereof.

7. In accordance with the terms of the Intercreditor Agreement, the parties thereto have, inter alia, agreed to certain matters relating to this Deed of Covenants, the Existing Indenture, the 2012 Indenture, the Term Loan Agreement, and the Credit Agreement. The form of the Intercreditor Agreement is annexed hereto as Exhibit E and made a part hereof.

8. This Deed of Covenants and the Mortgage secures the Secured Obligations (including, without limitation, the costs, expenses and other amounts payable by Shipowner hereunder pursuant to Section 4.8 in connection with Mortgagee’s enforcing of its rights and remedies pursuant to this Deed of Covenants and the Mortgage) and the Shipowner has duly authorized the execution and delivery of this Deed of Covenants and has authorized the execution, delivery and registration of the Mortgage in favor of the Mortgagee.

9. The Existing Notes bear interest at the rate of 11 ¹/₂% per annum, the 2012 Notes bear interest at the rate of 7.50% per annum; the amounts due under the Term Loan Agreement bear interest at the rate set forth in Section 2.08 of the Term Loan Agreement; and the amounts due under the Credit Agreement bear interest at the rate set forth in Section 2.05 of the Credit Agreement.

NOW, THEREFORE, to secure the prompt payment of the Secured Obligations and the performance and observance of all agreements, covenants and provisions of the Shipowner contained in its Guarantees, the Credit Facilities, this Deed of Covenants and the other Pari Passu Documents, the Shipowner has granted, conveyed, mortgaged, pledged, confirmed, assigned, transferred and set over, and by these presents does grant, convey, mortgage, pledge, confirm, assign, transfer and set over unto the Mortgagee the Vessel;

TO HAVE AND TO HOLD all and singular the Vessel unto the Mortgagee and its successors and permitted assigns, to its and its successors’ and permitted assigns’ own use, benefit and behoof forever, subject to the rights of the Shipowner therein as herein provided;

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IT IS HEREBY COVENANTED, DECLARED AND AGREED that the Vessel is to be held subject to the further covenants, conditions, provisions, terms and uses hereinafter set forth.

ARTICLE I

DEFINITIONS

SECTION 1.1 For purposes of this Deed of Covenants, the following terms shall have the respective meanings given to them below. Capitalized terms used herein and not otherwise defined herein are used herein as defined in, or by reference in, the Intercreditor Agreement.

The following terms shall have the following meanings:

“Credit Agreement” means that certain Credit Agreement dated as of June 21, 2012, among the Issuer, as borrower, the Parent, the guarantors from time to time party thereto (including the Shipowner), the lenders from time to time party thereto, and Royal Bank of Canada, as collateral agent, and any and all successors thereto in such capacity, as the same has been and may hereafter be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.

“Credit Agreement Collateral Agreements” means any agreement, document or instrument pursuant to which a Lien is granted to secure any Credit Agreement Obligation or under which rights or remedies with respect to any such Lien are governed, as the same may be amended, restated, modified, renewed, refunded, replaced or refinanced from time to time as permitted by the Pari Passu Documents.

“Credit Agreement Documents” means the Credit Agreement, the Credit Agreement Collateral Agreements, and any agreement, instrument or other document evidencing or governing any Credit Agreement Obligations.

“Credit Agreement Indemnified Parties” means each of the Lenders, the Administrative Agent, and the Collateral Agent (as each such term is defined in the Credit Agreement).

“Credit Agreement Obligations” means all obligations of the Issuer, the Parent and the Guarantors (as defined in the Credit Agreement) under the Credit Agreement; any other Credit Agreement Documents and any other related document or instrument executed and delivered pursuant to any of the foregoing.

“Credit Agreement Secured Parties” has the meaning set forth in the Intercreditor Agreement.

“Credit Facilities” means the Existing Indenture, the 2012 Indenture, the Term Loan Agreement and the Credit Agreement.

“Environmental Law” means all former, current and future federal, state, local and foreign laws (including common law), treaties, regulations, rules, ordinances, codes, decrees,

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judgments, directives, orders (including consent orders), and agreements in each case, relating to protection of the environment, natural resources, human health and safety or the presence, Release of, or exposure to, Hazardous Materials, or the generation, manufacture, processing, distribution, use, treatment, storage, transport, recycling or handling of, or the arrangement for such activities with respect to, Hazardous Materials.

“Existing Indenture” means that certain Indenture dated as of July 30, 2010, among the Issuer, the guarantors from time to time party thereto, and Wells Fargo Bank, National Association, as trustee and noteholder collateral agent, and any and all successors thereto in either such capacity, as the same has been and may be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.

“Existing Indenture Collateral Agreements” means the Existing Note Guarantee and any agreement, document or instrument pursuant to which a Lien is granted to secure any Existing Note Obligations or under which rights or remedies with respect to any such Lien are governed, as the same may be amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time as permitted by the Existing Indenture.

“Existing Indenture Documents” means the Existing Indenture, the applicable Purchase Agreement(s), the Existing Indenture Collateral Agreements and any agreement, instrument or other document evidencing or governing any Existing Note Obligations.

“Existing Indenture Indemnified Parties” shall mean the Initial Purchasers (as defined in the Existing Indenture), the Mortgagee, as trustee and noteholder collateral agent and each Noteholder (as defined in the Existing Indenture).

“Existing Indenture Secured Parties” means the Existing Noteholder Collateral Agent and the Noteholders (as defined in the Existing Indenture).

“Existing Note Obligations” means all obligations of the Issuer, the Parent and the other Guarantors (as defined in the Existing Indenture) under the Existing Indenture, the Existing Notes, the Existing Indenture Collateral Agreements and any other related document or instrument executed and delivered pursuant to any of the foregoing.

“Governmental Authority” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supranational bodies such as the European Union or the European Central Bank).

“Hazardous Material” means (a) any petroleum products or byproducts and all other hydrocarbons, coal ash, radon gas, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls and chlorofluorocarbons and (b) any chemical, material, substance or waste that is prohibited, limited or regulated by or pursuant to any Environmental Law.

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“Indemnified Parties” means the Existing Indenture Indemnified Parties, the 2012 Indenture Indemnified Parties, the Term Loan Indemnified Parties the Credit Agreement Indemnified Parties, and the holders of the Other Pari Passu Obligations.

“Intercreditor Agreement” means that certain amended and restated intercreditor agreement, dated October 25, 2012 among (a) Wells Fargo Bank, National Association, as (x) the pari passu collateral agent, the noteholder collateral agent and the trustee under the 2012 Indenture,(y) the term loan collateral agent, the collateral agent and trustee under the Existing Indenture and (z) the collateral agent under the Credit Agreement, (b) Royal Bank of Canada, as agent under the Credit Agreement, (c) Citibank, N.A., as administrative agent under the Term Loan Agreement, and (d) acknowledged by the Issuer, Parent, and each of the other guarantors party thereto, as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time.

“Issuer” means Offshore Group Investment Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands.

“Legal Requirement” means, as to any Person, any law, statute, ordinance, decree, award, requirement, order, writ, judgment, injunction, rule, regulation (or official interpretation of any of the foregoing) of, and the terms of any license or permit issued by, any Governmental Authority which is binding on such Person.

“Mortgage” means the statutory mortgage mentioned in recital (6) above.

“Other Pari Passu Obligations” means other Indebtedness (as defined in the Intercreditor Agreement) of the Issuer or the Restricted Subsidiaries (as defined in the 2012 Indenture) that is equally and ratably secured with the Pari Passu Obligations as permitted by the 2012 Indenture and is designated by the Issuer as an Other Pari Passu Obligation.

“Parent” means Vantage Drilling Company, an exempted company incorporated with limited liability under the laws of the Cayman Islands.

“Pari Passu Documents” means the Intercreditor Agreement, Existing Indenture Documents, the 2012 Indenture Documents, the Term Loan Documents, the Credit Agreement Documents and any other document or instrument evidencing or governing any Other Pari Passu Obligations.

“Pari Passu Obligations” means (a) the Existing Note Obligations, (b) the 2012 Note Obligations, (c) the Term Loan Obligations, (d) the Credit Agreement Obligations, (e) all Other Pari Passu Obligations and (f) all other obligations in respect of, or arising under, the Pari Passu Documents, including all fees and expenses of the collateral agent payable with respect thereto and shall include all interest and fees, which but for the filing of a petition in bankruptcy with respect to the Issuer, the Parent or any other guarantor thereunder (in each case, including in its capacity as a co-borrower thereunder), would have accrued on such obligations, whether or not a claim for such interest or fees is allowed in such proceeding.

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“Permitted Liens” means Liens permitted from time to time under the Existing Indenture, the 2012 Indenture, the Term Loan Agreement or the Credit Agreement.

“Post-Closing Agreement” means that certain post-closing agreement, dated as of October 25, 2012, between Citigroup Global Markets Inc., as representative of the Initial Purchasers, and the Pari Passu Collateral Agent, and agreed to and accepted by, inter alia, the Shipowner and the Parent.

“Purchase Agreements” means (a) that certain Purchase Agreement dated as of July 26, 2010, among the Issuer and the initial guarantors party thereto, and agreed to and accepted by Jefferies & Company, Inc. and Deutsche Bank Securities Inc., as representatives of the Initial Purchasers (as defined therein), executed in connection with the Existing Indenture, (b) that certain Purchase Agreement dated as of May 20, 2011, among the Issuer and the initial guarantors party thereto, and agreed to and accepted by Jefferies & Company, Inc., as representative of the Initial Purchasers (as defined therein), executed in connection with the Existing Indenture, (c) that certain Purchase Agreement dated as of April 2, 2012, among the Issuer and the initial guarantors party thereto, and agreed to and accepted by Jefferies & Company, Inc., as representative of the Initial Purchasers (as defined therein), executed in connection with the Existing Indenture, (d) that certain Purchase Agreement dated as of October 16, 2012, among the Issuer and the initial guarantors party thereto, and agreed to and accepted by Citigroup Global Markets, Inc., as representative of the Initial Purchasers (as defined therein), executed in connection with the 2012 Indenture, and (e) each other purchase agreement from time to time entered into by the Issuer and the guarantors from time to time party to the 2012 Indenture in connection with an issuance of additional Notes (as defined in the 2012 Indenture) under the 2012 Indenture.

“Release” means any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment or within or upon any building, structure, facility or fixture.

“Secured Obligations” means collectively (a) the Pari Passu Obligations, (b) the Other Pari Passu Obligations, and (c) the obligations under the Purchase Agreements of the Issuer and the guarantors party thereto.

“Secured Parties” means (a) the Pari Passu Collateral Agent, (b) the Existing Indenture Secured Parties, (c) the 2012 Indenture Secured Parties, (d) the Term Loan Secured Parties, (e) the Credit Agreement Secured Parties, and (f) the holders of Other Pari Passu Obligations.

“Term Loan Agreement” means that certain Term Loan Agreement dated as of on or about the date hereof, among the Issuer, as co-borrower, the US Borrower (as defined therein), the guarantors from time to time party thereto, the lenders from time to time party thereto, Citibank, N.A., as administrative agent, and Wells Fargo Bank, National Association, as collateral agent, as the same has been and may hereafter be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time as permitted by the Pari Passu Documents.

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“Term Loan Collateral Agreements” means any agreement, document or instrument pursuant to which a guarantee is given or a Lien is granted to secure any Term Loan Obligations or under which rights or remedies with respect to any such Lien are governed, as the same may be amended, restated, modified, renewed, refunded, replaced or refinanced from time to time as permitted by the Pari Passu Documents.

“Term Loan Documents” means the Term Loan Agreement, the Term Loan Collateral Agreements and any agreement, instrument or other document evidencing or governing any Term Loan Obligations.

“Term Loan Indemnified Parties” shall mean each of the Lenders (as defined in the Term Loan Agreement) and the Mortgagee as collateral agent.

“Term Loan Obligations” means the “Obligations” (as defined in the Term Loan Agreement) of the Issuer, the US Borrower (as defined in the Term Loan Agreement) and the guarantors from time to time party to the Term Loan Agreement and any other related document or instrument executed and delivered pursuant thereto, in each case incurred pursuant to the Term Loan Agreement and any other related document or instrument executed and delivered pursuant thereto.

“Term Loan Secured Parties” has the meaning set forth in the Intercreditor Agreement.

“2012 Indenture” means that certain Indenture dated as of the date hereof, among the Issuer, the guarantors from time to time party thereto, and Wells Fargo Bank, National Association, as trustee and noteholder collateral agent, and any and all successors thereto in either such capacity, as the same has been and may be further amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.

“2012 Indenture Collateral Agreements” means the 2012 Note Guarantee and any agreement, document or instrument pursuant to which a Lien is granted to secure any 2012 Note Obligations or under which rights or remedies with respect to any such Lien are governed, as the same may be amended, restated, modified, renewed, refunded, replaced, or refinanced from time to time as permitted by the Pari Passu Documents.

“2012 Indenture Documents” means the 2012 Indenture, the 2012 Notes, the applicable Purchase Agreements, the 2012 Indenture Collateral Agreements, the Post-Closing Agreement, and any agreement, instrument or other document evidencing or governing any 2012 Note Obligations.

“2012 Indenture Indemnified Parties” shall mean the Initial Purchasers (as defined in the 2012 Indenture), the New Noteholder Collateral Agent, and each Noteholder (as defined in the 2012 Indenture).

“2012 Indenture Secured Parties” means the New Noteholder Collateral Agent and the Noteholders (as defined in the 2012 Indenture).

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“2012 Note Obligations” means all obligations under the 2012 Indenture of the Issuer, the Parent and the other Guarantors (as defined in the 2012 Indenture) under the 2012 Indenture Documents and the other “obligations” under, and as defined in, the 2012 Indenture, including, but not limited to, all indebtedness evidenced by any and all Notes (as defined in the 2012 Indenture) now or hereafter issued thereunder, including any series of Notes that may hereafter from time to time be issued as permitted under the 2012 Indenture.

“Vessel” means the vessel “[                    ]” registered under the Bahamas flag at the port of Nassau under Official Number [                    ] and includes any share or interest of every kind which the Shipowner now or at any later time has to, in or in connection with that vessel together with all of the boilers, engines, generators, drilling machinery and equipment, pumps and pumping equipment, machinery, masts, spars, sails, boats, anchors, cables, chains, rigging, tackle, outfit, apparel, furniture, fittings, equipment, spares, fuel, stores and all other appurtenances thereunto appertaining or belonging, and also any and all additions, improvements and replacements hereafter made in or to such vessel, or any part thereof, or in or to her equipment and appurtenances aforesaid.

ARTICLE II

COVENANTS OF THE SHIPOWNER

The Shipowner covenants and agrees with the Mortgagee as follows:

SECTION 2.1 The Shipowner acknowledges it is justly indebted in accordance with the terms of the Credit Facilities, the Existing Notes, the 2012 Notes, the Pari Passu Documents and its Guarantees. The Shipowner will pay when due all Secured Obligations from time to time payable by the Shipowner under its Credit Facilities, the Existing Notes, the 2012 Notes, the Pari Passu Documents and its Guarantees and will observe, perform and comply with the covenants, terms and conditions herein and, as applicable, in its Credit Facilities, the Existing Notes, the 2012 Notes, the Pari Passu Documents and its Guarantees, on its part to be observed, performed or complied with. The formula for the calculation of interest on the amounts due under the Credit Facilities, the Existing Notes, and the 2012 Notes, and the terms of their payment together with the terms of the repayment of the principal of the Credit Facilities, the Existing Notes, and the 2012 Notes secured by the Mortgage and this Deed of Covenants are provided in the Existing Indenture, the 2012 Indenture, the Term Loan Agreement and the Credit Agreement, as applicable.

SECTION 2.2 The Shipowner is and shall remain duly qualified to own, document and operate the Vessel under the applicable laws and regulations of The Commonwealth of the Bahamas. The Vessel is duly documented in the name of the Shipowner as owner under the laws of The Commonwealth of the Bahamas with the Official Number set forth in Whereas Clause 1 hereof.

SECTION 2.3 The Shipowner lawfully owns and is lawfully possessed of the Vessel free from any Lien, charge or encumbrance whatsoever (except for the Mortgage, this Deed of Covenants and Permitted Liens), and will warrant and defend the title and possession thereto and to every part thereof for the benefit of the Mortgagee against the claims and demands of all persons whomsoever.

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SECTION 2.4 The Shipowner has caused the Mortgage to be duly recorded with the Bahamian Register of Ships at the Bahamas Maritime Authority in London and will otherwise comply with and satisfy, or cause to be complied with and satisfied, all of the provisions of applicable laws of The Commonwealth of the Bahamas in order to establish, perfect and maintain the Mortgage as a valid, enforceable and duly perfected first priority statutory mortgage thereunder upon the Vessel and upon all renewals, replacements and improvements made in or to the same for the amount of the Secured Obligations.

SECTION 2.5 (a) The Shipowner will not (i) cause or permit the Vessel to be operated in any manner contrary to law, (ii) engage in any unlawful trade or violate any law, (iii) carry any cargo that will expose the Vessel to penalty, confiscation, forfeiture, capture or condemnation, or (iv) do, or suffer or permit to be done, anything which can or may injuriously affect the registration or enrollment of the Vessel under the laws and regulations of The Commonwealth of the Bahamas. The Shipowner will at all times keep the Vessel duly documented as a Bahamian flag vessel under all of the provisions and requirements of The Commonwealth of the Bahamas, eligible for the trade of The Commonwealth of the Bahamas in which it is engaged from time to time.

(b) All technical and commercial management of the Vessel shall be performed by the Shipowner or by any Guarantor that is a party to any drilling contract or any bareboat charter or other such charters respecting the Vessel (each such Guarantor being referred to herein as an “Internal Charterer”).

SECTION 2.6 Neither the Shipowner, any charterer, the master of the Vessel nor any other person has or shall have any right, power or authority to create, incur or permit to be placed or imposed or continued upon the Vessel any Lien whatsoever other than the Mortgage, this Deed of Covenants and other Permitted Liens.

SECTION 2.7 The Shipowner will place, and at all times and places will retain, a properly certified copy of the Mortgage and this Deed of Covenants on board the Vessel with her papers and will cause such certified copy and such Vessel’s marine document to be exhibited to any and all persons having business therewith which might give rise to any Lien thereon other than Permitted Liens, and to any representative of the Mortgagee; and the Shipowner will place and keep prominently displayed in the chart room and in the master’s cabin of the Vessel, or in the case of a rig, in a prominent place aboard the rig, or in such location as the rig’s papers are kept, a framed printed notice in plain type reading as follows:

“NOTICE OF MORTGAGE

This Vessel is subject to a First Priority Ship Mortgage to Wells Fargo Bank, National Association, as the Mortgagee. Under the terms of said Mortgage, neither the Shipowner, any charterer, the master of this Vessel nor any other person has any right, power or authority to create, incur or permit to be imposed upon this Vessel any Lien whatsoever other than, this Mortgage and Permitted Liens (as defined in the Mortgage).”

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SECTION 2.8 Except for the Mortgage, this Deed of Covenants and the other Permitted Liens, the Shipowner will not suffer to be continued any Lien, encumbrance or charge on the Vessel.

SECTION 2.9 (a) If a libel or complaint be filed against the Vessel or the Vessel be otherwise attached, arrested, levied upon or taken into custody by any Governmental Authority or any person that purports to be acting on behalf of a Governmental Authority for any cause whatsoever, the Shipowner will promptly notify the Mortgagee, and within 15 days will cause such Vessel to be released and all Liens thereon other than the Mortgage, this Deed of Covenants and other Permitted Liens to be discharged (except to the extent that the claim giving rise to such lien shall concurrently be contested by the Shipowner in good faith by appropriate proceedings that shall not affect the release of such Vessel) and will promptly notify the Mortgagee thereof in the manner aforesaid.

(b) If the Shipowner shall fail or neglect to furnish proper security or otherwise to release such Vessel from libel, arrest, levy, seizure or attachment within the time period required by Section 2.9(a) above, the Mortgagee or any person acting on behalf of the Mortgagee may furnish security to release such Vessel and by so doing shall not be deemed to cure the default of the Shipowner unless and until the Shipowner shall have reimbursed the Mortgagee from all costs and expenses (including reasonable attorney’s fees) incurred by the Mortgagee or such third party acting at the direction of the Mortgagee in procuring such release, including for any security so furnished.

SECTION 2.10 (a) Except while such Vessel is undergoing repairs, maintenance or is in lay up, the Shipowner will at all times and without cost or expense to the Mortgagee maintain and preserve, or cause to be maintained and preserved, the Vessel (i) in good running order and repair so that the Vessel shall be tight, staunch, strong and well and sufficiently tackled, apparelled, furnished, equipped and in every respect seaworthy and (ii) in at least as good a working order and condition as when this Deed of Covenants was executed, ordinary wear and tear excepted; and will keep the Vessel, or cause her to be kept, in such condition as will entitle her to such classification rating with the American Bureau of Shipping or other classification society that is a member of the International Association of Classification Societies (each, a “Classification Society”) that companies engaged in the operation of vessels of the same type, size, age and flag as the Vessel maintain respecting their vessels with such Classification Society. Notwithstanding the foregoing, if the Vessel is affected by any loss or damage or any condemnation or taking of such Vessel or a portion or component thereof, the Shipowner shall make all necessary repairs and replacements to the Vessel, except where the failure to do so could not reasonably be expected to materially change the value or usefulness of the Vessel. The Shipowner will furnish the Mortgagee on the date hereof and annually thereafter a certificate issued by such Classification Society evidencing that such classification is maintained. The Shipowner will not change the Classification Society.

(b) The Mortgagee shall have the right at any time, on reasonable notice, to inspect or survey the Vessel to ascertain its condition and to satisfy itself that the Vessel is being properly repaired and maintained, and the Shipowner shall cause to be made all such repairs, without expense to the Mortgagee, as such inspection or survey may show to be required to maintain the classification of the Vessel required under this Section 2.10. The Shipowner shall also permit the

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Mortgagee to inspect the Vessel’s logs, whenever requested, on reasonable notice, and shall promptly furnish the Mortgagee with full information regarding any casualties or other accidents or damage to the Vessel involving an amount in excess of $1,000,000.

SECTION 2.11 (a) The Vessel shall, and the Shipowner covenants that it will, at all times comply with all applicable laws, rules and regulations, and the Vessel shall have on board as and when required thereby certificates showing compliance therewith.

(b) The Shipowner will not make, or permit to be made, any change in the structure or type of the Vessel or change in the rig of the Vessel, if any such change could reasonably be expected to materially and adversely affect the value of the Vessel.

(c) The Shipowner may, in the ordinary course of maintenance, repair or overhaul of the Vessel, remove any item of property constituting a part of such Vessel, provided such item of property is replaced to the extent necessary to maintain such Vessel in the condition required herein. Any such replacement item of property shall, without necessity of further act hereunder, become part of such Vessel and subject to the Mortgage and this Deed of Covenants.

(d) The Shipowner agrees to give the Mortgagee at least ten (10) days prior written notice (or notice of such shorter period as the Mortgagee may agree) of the actual date and place of any scheduled drydocking or survey and three (3) days notice (or notice of such shorter period as the Mortgagee may agree) of the actual date and place of any unscheduled drydocking or survey in order that the Mortgagee may have representatives present if desired. The Shipowner agrees that it will provide evidence to the Mortgagee that the expense of such drydocking or survey or work to be done thereat is within the Shipowner’s financial ability and will not result in a claim or Lien (other than Permitted Liens) against the Vessel in violation of the provisions of this Deed of Covenants.

SECTION 2.12 The Shipowner will at all reasonable times afford the Mortgagee or its authorized representatives full and complete access to the Vessel for the purpose of inspecting the Vessel and its cargo and papers and, at the request of the Mortgagee, the Shipowner will deliver for inspection copies of all material contracts and documents relating to the Vessel, whether on board or not.

SECTION 2.13 The Shipowner will remain the registered owner of the Vessel. Without giving at least 60 days’ prior written notice thereof to the Mortgagee, the Shipowner will not change the name, official or patent number, the home port or class of the Vessel. The Shipowner will not change the flag of the Vessel.

SECTION 2.14 The Shipowner will not sell, mortgage or transfer the Vessel except in accordance with the applicable provisions of the Pari Passu Documents. The Shipowner will not charter the Vessel on a demise or bareboat basis to any Person who is not an Internal Charterer; (except pursuant to a Permitted Third Party Charter (as defined in the 2012 Indenture and the Term Loan Agreement)) provided, that to the extent the Shipowner so demises or bareboat charters the Vessel to an Internal Charterer pursuant to an Internal Charter, it will: (a) cause such Internal Charterer to become a Guarantor and to execute the Pari Passu Documents required to be executed by Guarantors in accordance with the terms of the Credit Facilities, and

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(b) cause the Internal Charterer to execute and deliver an Assignment of Earnings in favor of the Mortgagee respecting any earnings of the Vessel payable to the Internal Charterer. The Shipowner will cause all freights, hires or other earnings of the Vessel payable to it or to any Internal Charterer to be paid to an Earnings Account in accordance with the terms of the Assignment of Earnings respecting the Vessel given by the Shipowner. Any Assignment of Earnings shall be in the form attached hereto as Exhibit F.

SECTION 2.15 The Shipowner agrees that, if the Shipowner fails to perform covenants or obligations under this Deed of Covenants, including, without limitation, its obligations with respect to insurance, the discharging of Liens, taxes, dues, assessments, governmental charges, fines, penalties lawfully imposed, repairs, reasonable attorneys’ fees, and other obligations that are not Permitted Liens, during the existence of an Event of Default, the Mortgagee may, but shall not be obligated to, perform the Shipowner’s obligations under this Deed of Covenants, and any reasonable expenses incurred by the Mortgagee in performing the Shipowner’s obligations shall be paid by the Shipowner within 10 Business Days of demand. Any such performance by the Mortgagee may be made by the Mortgagee in reasonable reliance on any statement, invoice or claim, without inquiry into the validity or accuracy thereof. The amount and nature of any expense of the Mortgagee hereunder shall be conclusively established by a certificate of any officer of the Mortgagee absent manifest error, and such amount shall be included in the Secured Obligations, secured by the Mortgage and this Deed of Covenants.

SECTION 2.16 The Shipowner will fully perform, and cause any Internal Charterer or charterer under a Permitted Third Party Charter, respectively, to fully perform, (a) any Internal Charter of the Vessel between the Shipowner and the Internal Charterer (b) any Permitted Third Party Charter, and (c) all drilling or other contracts which may be entered into with respect to the Vessel.

SECTION 2.17 In the event that at any time and from time to time this Deed of Covenants or any provisions hereof shall be deemed invalidated in whole or in part by reason of any present or future law or any decision of any Governmental Authority, then the Shipowner, forthwith will execute such other and further assurances and documents as are reasonably necessary to accomplish the purposes of this Deed of Covenants.

SECTION 2.18 In the event of the requisition of the Vessel by any Governmental Authority or by anyone else, in each case provided such action does not constitute a Total Loss (as hereinafter defined), the Shipowner will give prompt written notice thereof to the Mortgagee, and any payments in respect thereof shall be paid to the Shipowner, and the Shipowner shall cause any such payment to be applied to the Secured Obligations to the extent required, and in accordance with, the terms of the Intercreditor Agreement.

SECTION 2.19 (a) The Shipowner will at all times and at its own cost and expense (and the Shipowner represents and warrants that all insurance carried and maintained in respect of the Vessel meets, and as long as the Mortgage is effective will continue to meet, the standards set forth in Section 2.19(a)(i) below):

(i) cause to be carried and maintained in respect of the Vessel insurance payable in United States Dollars in amounts (and with co-insurance and deductibles),

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against all risks (including, without limitation, marine hull and machinery (including excess value) insurance, protection and indemnity insurance, drilling, towage, confiscation, expropriation, loss of hire, war and terrorist risks, liability arising out of pollution and the spillage or leakage of cargo and cargo liability insurance (with named windstorm coverage exclusions in the Gulf of Mexico unless the Insurance Advisor advises that such named windstorm coverage is available in the Gulf of Mexico on a commercially reasonable basis and is customary with respect to the operation in the drilling industry of any vessel similar to the Vessel in the Gulf of Mexico) and in forms which are substantially equivalent to the coverage reflecting the customary and prudent practice of other responsible and experienced Persons of similar size and established reputation engaged in the same or similar operation of vessels similar to the Vessel and placed through brokers and with financially sound and reputable insurance companies, underwriters, funds, mutual insurance associations, war risks and protection and indemnity risk associations or clubs of recognized standing;

(ii) renew all such insurances as they expire and so as to ensure that there is no gap in coverage, keep the Mortgagee advised of the progress of such renewals, and provide evidence of such renewal in writing to the Mortgagee within seven days of renewal;

(iii) punctually pay all premiums, calls, contributions or other sums payable in respect of the insurances and produce all relevant receipts when so required by the Mortgagee, and all insurances shall provide that there shall be no recourse against the Mortgagee for unpaid premiums, club calls, assessments or advances;

(iv) cause each insurance company, underwriter, club or fund (or an authorized agent thereof) to agree in writing to mark their records and to advise the Mortgagee at least seven (7) days prior to the lapse of each policy or contract issued by such insurance company, underwriter, club or fund by expiration, termination, failure to renew or otherwise for any reason whatsoever and of any default in payment of any premium in respect of any insurances with respect to the Vessel. The Mortgagee shall not be deemed to have knowledge of any such lapse of insurance in the absence of receipt of notice from such brokers. If such insurances are not maintained in full force and effect, then the Mortgagee, at its option, may procure such insurance at the Shipowner’s expense;

(v) deliver to the Mortgagee copies of all cover notes, binders, policies and certificates of entry in protection and indemnity associations, and all endorsements and riders amendatory thereof, in respect of the insurances maintained in connection with the Vessel;

(vi) cause the insurances to provide for a deductible amount not in excess of $5,000,000 per occurrence;

(vii) provide to the Mortgagee promptly after receiving them copies of any communications relating to (A) non-payment of premiums and cancellation of the insurances; and (B) the imposition of any exclusion or qualification or other material modification of the insurances; and

(viii) do all things necessary and provide all documents, evidence and information within its power which may be necessary to enable the Mortgagee to collect or recover any moneys which may at any time become due in respect of the insurances.

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(b) As long as either the Existing Indenture or the 2012 Indenture remains in effect and has not been terminated, the Mortgagee shall retain Willis Limited (or other independent insurance advisor of reputable standing nominated by the Issuer and acceptable to the Mortgagee) as Insurance Advisor (the “Insurance Advisor”) who will from to time at the request of the Mortgagee advise whether the Shipowner’s insurances meet the requirements of this Deed of Covenants or what additional or other insurances may be advisable from time to time to protect the interests of the Mortgagee in the Vessel, and the Mortgagee shall be entitled to rely without further inquiry or determination and shall be fully protected in so relying on such Insurance Advisor’s advice. All fees and expenses of the Insurance Advisor shall be paid by the Shipowner. The Shipowner covenants and agrees that neither it nor any affiliate of it will place any insurances required to be maintained by it under this Deed of Covenants through the Insurance Advisor.

(c) The insurances shall include the following terms and conditions:

(i) while being operated, the Vessel shall always be covered against marine perils and all risks of loss or damage, including loss, damage, fire and such other perils as are customary in the industry, in accordance with English, American or Norwegian hull clauses with reasonable deductibles as determined by the Shipowner but in no event in excess of $5,000,000. When and while the Vessel is laid up, in lieu of the aforesaid hull insurance, port risk insurance may be taken out thereon by the Shipowner under forms of policies recommended by the Insurance Advisor in its reasonable discretion for the Vessel;

(ii) for the purposes of insurance against Total Loss (as defined herein), the Vessel and its equipment and appurtenances shall be insured for and valued (for the avoidance of doubt being an agreed/assessed value as between the assured and the insurers) in forms which are substantially equivalent to the coverage reflecting the customary and prudent practice of other responsible and experienced Persons of similar size and established reputation engaged in the same or similar operation of vessels similar to the Vessel;

(iii) the Vessel shall be covered against war and terrorist risks (including risks, whether or not regarded as war risks, excluded by the “Free of Capture and Seizure” clauses in the standard form of marine policy) in accordance with English, American or Norwegian clauses and incorporating protection and indemnity clause and with crew war risk insurance being effected separately, and the Vessel shall be covered for “strikes, riots and civil commotion” risk. Such risks may, at the option of the Shipowner, be insured by entering the Vessel in a reputable war risk association or club against all risks covered under the rules of such association or club and with reasonable deductibles provided therein;

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(iv) the Vessel shall also be insured against protection and indemnity risks and liabilities, including, without limitation, the Vessel’s full tonnage and insurance against liability for pollution or the spillage or leakage of oil or other cargo by the Vessel, unless such risk is fully covered by the entry of the Vessel into an international group protection and indemnity association, in an aggregate amount equal to the greater of (x) the highest amount of such coverage available from time to time, or (y) at least $500,000,000 and by the entry of the Vessel in a protection and indemnity association or club belonging to the International Group of Protection and Indemnity Clubs (the “International Group”), but in any event shall be in an amount recommended by the Insurance Advisor in its reasonable discretion;

(v) if any of the insurances referred to in this Section 2.19 form part of a fleet cover, the Shipowner shall procure that the brokers shall undertake to the Mortgagee that such brokers shall neither set off against any claims in respect of the Vessel any premiums due in respect of other vessels under such fleet cover or any premiums due for other insurances, nor cancel the insurance for reason of non-payment of premiums for other vessels under such fleet cover or of premiums for such other insurances, and shall undertake to issue a separate policy or policies in respect of the Vessel if and when so requested by the Mortgagee; and

(vi) if the Mortgagee determines solely based upon the advice of the Insurance Advisor that the insurances do not reasonably protect the interests of the Mortgagee to the Vessel, it will consult with the Shipowner and the Insurance Advisor in order to agree to any changes to the insurances that may be appropriate to protect the interest of the Mortgagee in relation to the Vessel, provided that if the Mortgagee and the Shipowner are unable to agree upon which changes may be appropriate, the Shipowner will comply with any further requirements relating to insurance recommended by the Insurance Advisor.

(vii) The amount, types of coverage, the insurance provider(s) and all other issues related to the insurance required by this Section 2.19 shall be those reasonably determined by the Insurance Advisor and recommended to the Mortgagee in writing. The Mortgagee shall have no duty or obligation to investigate or otherwise inquire into the recommendations made by the Insurance Advisor in connection with obtaining such insurance.

(d) At the Shipowner’s expense, the Mortgagee will obtain, for and on behalf of the Mortgagee and the Secured Parties, mortgagee’s interest insurance, mortgagee’s additional perils (pollution) insurance, and, when applicable, mortgagee’s rights insurance or similar coverage, and providing coverage which shall be in the maximum amounts obtainable under the hull policies or, if less, 110% of outstanding principal amount of the Credit Facilities set forth in Section 2.19(c)(ii).

(e) In the case of all marine and war risk hull and machinery policies and all protection and indemnity insurances (including insurance against liability for pollution or the spillage or leakage of cargo), the Shipowner will cause the Mortgagee to be named an additional insured without liability for premiums or calls payable under the insurances.

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(f) The Shipowner will cause all policies and certificates of entry with respect to insurance required hereby for the Vessel to contain a loss payable clause which shall be on substantially the terms set forth in Schedule I attached to the Assignment of Insurances (or, if such terms are not obtainable, then such terms as shall, in the opinion of the Insurance Advisor be the best otherwise attainable), in the case of all marine and war risk hull and machinery (including excess values) policies and all protection and indemnity and liability and oil pollution liability insurance, and which shall: (A) in the case of protection and indemnity insurance, provide for payment to the Shipowner or its order unless the payment is to indemnify the Mortgagee from or reimburse the Mortgagee for any loss, damage or expense incurred by it or unless and until the insurers or associations receive notice from the Mortgagee that an Event of Default shall have occurred and be continuing under this Deed of Covenants, in which event all payments shall be made to the Mortgagee, provided, that the insurer may in all events make payments directly to third parties to whom liability has been established in discharge of guaranties issued by the insurer or claims against the Shipowner or insurer, and (B) in the case of all other insurance, provide for payment in accordance with the terms of Subsection (h) of this Section 2.19.

(g) In addition, the Shipowner will, at its cost and expense, (a) assign to the Mortgagee, and will cause all Internal Charterers to assign to the Mortgagee, by an Assignment of Insurances, all of the Shipowner’s and, as applicable, Internal Charterers’ right, title and interest in and to each policy and contract of insurance (including all entries in protection and indemnity or war risk associations) with respect to the insurance required hereby and furnish, or cause its brokers to furnish, written notice of such assignment to all insurers, underwriters, clubs and associations with respect to such insurance, and (b) cause the insurance brokers and club managers to hold to the order of the Mortgagee the originals of all policies, contracts, binders, insurance slips, cover notes and certificates of entry relating to the Vessel and to deliver certified copies thereof to the Mortgagee and to execute and deliver to the Mortgagee a letter of undertaking in connection with the above mentioned insurances and entries.

(h) The proceeds of any insurances or entries referred to in this Section 2.19 shall be applied as follows:

(i) Until the occurrence and continuance of an Event of Default:

(A) any claim under any such insurance (other than in respect of a Total Loss), whether such claim is under the terms of the relevant loss payable clause payable directly to the Shipowner or not, shall be applied by the Shipowner in making good the loss or damage in respect of which it has been paid or paid to the Shipowner in reimbursement of moneys expended by it for such purpose, except that any loss in excess of $15,000,000 shall be paid to the Mortgagee and held by the Mortgagee, provided that the Mortgagee shall pay out of such insurance proceeds costs and expenses in connection with the Shipowner’s repair of the Vessel so that the Vessel is restored to the condition required by this Deed of Covenants. Such proceeds shall be paid by the Mortgagee in the amounts and to the persons certified from time to time by the Shipowner in one or more Officer’s Certificates delivered to the Mortgagee as properly payable in connection with the repair of the Vessel; and

(B) any claim in respect of protection and indemnity insurance shall be paid directly to the person, firm or company to which the liability covered by such insurance was incurred or to the Shipowner in reimbursement of moneys expended by it in satisfaction of such liability.

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(ii) Upon the occurrence and continuance of an Event of Default, any claim under any such insurance and entry (other than in respect of a Total Loss) shall be paid to the Mortgagee. The Mortgagee agrees to apply any such amount received in accordance with the terms of the Intercreditor Agreement.

(iii) Whether or not an Event of Default shall have occurred, any claim under any such insurance and entry in respect of a Total Loss shall be paid to the Mortgagee. The Mortgagee agrees to deliver such proceeds to the Pari Passu Collateral Agent for application of such proceeds to the Secured Obligations in accordance with the Intercreditor Agreement. Upon the occurrence and continuance of an Event of Default, the Mortgagee shall have the right, but not the obligation, to negotiate any claim in respect of a Total Loss.

(iv) For purposes of this Deed of Covenants, “Total Loss” means any of the following events respecting the Vessel: (a) the actual, constructive, arranged, agreed, or compromised total loss of the Vessel; (b) the loss, theft or destruction of the Vessel or damage thereto to such extent as shall make repair thereof uneconomical or shall render the Vessel permanently unfit for normal use for any reason whatsoever; (c) the requisition for title or other compulsory acquisition or forfeiture of the Vessel otherwise than by requisition for hire; or (d) the capture, condemnation, seizure, arrest, detention or confiscation of the Vessel by any Governmental Authority or by Persons acting or purporting to act on behalf of any Governmental Authority unless such Vessel be released from such capture, seizure, arrest, detention or confiscation within one (1) month after the occurrence thereof.

Any loss covered by this paragraph (h) which is paid to the Mortgagee but which might have been paid, in accordance with the provisions of this Subsection, directly to the Shipowner or others, shall be paid by the Mortgagee to or as directed by the Shipowner. The Mortgagee agrees that all payments to the Mortgagee of losses covered by this Subsection shall be applied by the Mortgagee in accordance with the terms of the Intercreditor Agreement, as applicable.

(i) In the event that any claim or Lien is asserted against the Vessel for loss, damage or expense which is covered by insurance required hereunder (other than in the event of a Total Loss of the Vessel), and it is necessary for the Shipowner to obtain a bond or supply other security to prevent arrest of the Vessel or to release the Vessel from arrest on account of such claim or Lien, the Mortgagee, on request of the Shipowner or its agent, shall, so long as no Event of Default shall have occurred and be continuing, assign to any person, firm or corporation executing a surety or guaranty bond or other agreement to save or release the Vessel from such arrest, all right, title and interest of the Mortgagee in and to said insurance (excluding any protection and indemnity insurance under which the Mortgagee is a named insured) covering said loss, damage or expense, as collateral security to indemnify against liability under said bond or other agreement, which assignment shall be made in such form as the Shipowner shall instruct the Mortgagee.

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(j) The Shipowner will cause each insurance company, underwriter, club or fund (or an authorized agent thereof) with respect to all insurance required hereby to agree in writing for the benefit of the Mortgagee that each policy or contract issued by such insurance company, underwriter, club or fund shall not lapse, expire, terminate or be cancelled for any reason whatsoever without at least seven (7) days’ prior facsimile notice to the Mortgagee addressed as provided in Section 4.10.

(k) The Shipowner agrees that it will not do or permit or willingly allow to be done any act by which any insurance or entry required by this Section 2.19 may be suspended, impaired or cancelled, and that it will not permit or allow the Vessel to undertake any voyage, or perform any drilling contract, or run any risk or transport any cargo which may not be permitted by the policies in force, without having previously insured the Vessel by additional coverage to extend to such voyages, risks or cargoes. The Shipowner agrees to give the Mortgagee prompt notice of the proposed location of the Vessel in the Gulf of Mexico, and confirm to the Mortgagee that the insurance coverage meets the requirements of this Deed of Covenants. While the Vessel is located in the Gulf of Mexico, the insurances may contain named windstorm coverage exclusions in the Gulf of Mexico unless the Insurance Advisor advises that such named windstorm coverage is available in the Gulf of Mexico on a commercially reasonable basis and is customary with respect to the operation in the drilling industry of any vessel similar to the Vessel in the Gulf of Mexico.

(l) The Shipowner will not cause or permit the Vessel to operate in or undertake a voyage to or to sail in any area which has been declared a war area by the relevant underwriters and insurance companies and has been included in the list of exclusions from time to time in effect attached to the war risks insurance policies in the form of the war risks trading warranties, without first notifying thereof the Mortgagee and the war risks underwriters of the Vessel and paying any additional insurance premiums required. The Shipowner agrees that it will promptly furnish to the Mortgagee evidence of payment of such additional premiums.

(m) The Shipowner will comply with and satisfy in all material respects all of the provisions of any applicable law, convention, regulation, proclamation or order concerning financial responsibility for liabilities imposed on the Shipowner or the Vessel with respect to pollution by any state or nation or political subdivision thereof and will maintain all certificates or other evidence of financial responsibility as may be required by any such law, convention, regulation, proclamation or order with respect to the trade which the Vessel is from time to time engaged in and the cargo carried by it.

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(n) Any insurance placed through a “captive” insurer, or an unrated local insurer through which all or a part of the insurance is required to be placed under the local laws of the jurisdiction in which the Vessel may be located from time to time, or cover reinsured will be in form and substance recommended by the Insurance Advisor in its reasonable discretion and in any event such insurance will:

(i) be on the same terms as the original insurances and will include the provisions of this Section 2.19 (including but not limited to an assignment of such insurances or reinsurances to the Mortgagee as set forth in Section 2.19(g) of this Mortgage);

(ii) provide that notwithstanding any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured that the reinsurers’ liability will be to make such payments as would have fallen due under the relevant policy of reinsurance if the reinsured had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policies in respect of which the then relevant policy of reinsurance has been effected; and

(iii) contain a “cut-through” clause in the following form (or a form otherwise recommended by the Insurance Advisor in its reasonable discretion):

“It is hereby declared and agreed that if [—], a [—] (“[—]”), as Insurer (or any successor to [—] as insurer) under the insurance policy (the “Policy”) between [—], as Insurer, and [—] and Wells Fargo Bank, National Association, as Mortgagee, as Assured, fails for any reason to pay in full all or any portion of any losses payable in respect of the insured vessel (the “Vessel”) under the Policy, or in any event upon written notice by the said Assureds of an Event of Default under the Deed of Covenants, then all such losses (or such portion thereof) shall be paid directly by the reinsurers (collectively, the “Reinsurers”) identified from time to time under any and all reinsurance agreements (the “Reinsurance Agreements”) providing for reinsurance under the Policy with respect to the Vessel to such Assureds, as the respective interests of the Assureds may appear under the Policy, but only for the proportions subscribed by the Reinsurers and provided that the Reinsurers have not already made payment in full for their proportion in accordance with the terms of the Reinsurance Agreements and the Policy.”

(o) At all times during which the Vessel is operating within the jurisdiction of the United States of America, the Shipowner shall maintain with respect to the Vessel:

(i) insurance or post bonds or maintain approved evidence of financial responsibility (including, without limitation, qualification as a “qualified self-insurer” by the United States Coast Guard) with respect to the Vessel to cover the actual cost of removal of discharged oil for which the Shipowner or the Mortgagee may be held strictly liable (or held liable due to negligence of the Shipowner or any other Person) under the Clean Water Act of 1977, as amended, the Oil Pollution Act 1990 (33 U.S.C. § 2701 et seq.), as amended, or the Outer Continental Shelf Lands Act, as amended, or under any other Legal Requirement, including, without limitation, any Environmental Law, of any Governmental Authority that, now or in the future, may apply to the Shipowner or the Mortgagee, the Vessel or its operations; and

(ii) such worker’s compensation or longshoremen’s and harbor workers’ insurance as shall be required by applicable law, including endorsements for foreign and outer continental shelf operations, borrowed servant, voluntary compensation and in rem claims.

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SECTION 2.20 The Shipowner hereby irrevocably and unconditionally grants to the Mortgagee a power of attorney permitting the Mortgagee and representatives thereof to examine the class records of the Vessel at any time, and, without cost or expense to the Mortgagee, the Shipowner will irrevocably and unconditionally instruct and authorize the Classification Society of the Vessel as follows, and use its commercially reasonable efforts to obtain from the Classification Society a written undertaking to the Mortgagee:

(a) to send to the Mortgagee, following receipt of a written request from the Mortgagee at the direction of the Controlling Party (as defined in the Intercreditor Agreement), certified true copies of all original class records held by the Classification Society relating to the Vessel;

(b) to allow the Mortgagee (or its agents), at any time and from time to time if an Event of Default (in the sole opinion of the Mortgagee) has occurred and is continuing, to inspect the original class and related records of the Shipowner and the Vessel at the offices of the Classification Society and to take copies of them; and

(c) following receipt of a written request from the Mortgagee sent at the direction of the Controlling Party (as defined in the Intercreditor Agreement):

(i) to advise of any facts or matters which may result in or have resulted in a change, suspension, discontinuance, withdrawal or expiry of the Vessel’s class under the rules or terms and conditions of the Classification Society;

(ii) to confirm that the Shipowner is not in default of any of its contractual obligations or liabilities to the Classification Society and, without limiting the foregoing, that it has paid in full all fees or other charges due and payable to the Classification Society;

(iii) if the Shipowner is in default of any of its contractual obligations or liabilities to the Classification Society, to specify to the Mortgagee in reasonable detail the facts and circumstances of such default, the consequences thereof, and any remedy period agreed or allowed by the Classification Society; and

(iv) to notify the Mortgagee immediately in writing if the Classification Society receives notification from the Shipowner or any other person that the Vessel’s Classification Society is to be changed.

Notwithstanding the above instructions and undertaking given for the benefit of the Mortgagee, the Shipowner shall continue to be responsible to the Classification Society for the

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performance and discharge of all its obligations and liabilities relating to or arising out of or in connection with the contract it has with the Classification Society, and nothing herein or therein shall be construed as imposing any obligation or liability of the Mortgagee to the Classification Society in respect thereof.

The Shipowner shall further notify the Classification Society that all the foregoing instructions and authorizations shall remain in full force and effect until revoked or modified by written notice to the Classification Society received from the Mortgagee, and that the Shipowner shall reimburse the Classification Society for all its costs and expenses incurred in complying with the foregoing instructions.

SECTION 2.21 The Shipowner covenants that it will at all times comply in all material respects with the International Management Code for the Safe Operation of Ships and for Pollution Prevention adopted by the International Maritime Organization. The Shipowner shall take, or cause to be taken, all reasonable precautions to prevent illegal drugs or drug paraphernalia from being used or kept on board the Vessel and, if applicable, otherwise comply with the Zero Tolerance anti-drug policy of the United States Government.

ARTICLE III

EVENTS OF DEFAULT AND REMEDIES

SECTION 3.1 As used herein, the term “Event of Default” means (a) with respect to the Existing Indenture, an “Event of Default” under, and as defined therein, (b) with respect to the 2012 Indenture, an “Event of Default” under, and as defined therein, (c) with respect to the Term Loan Agreement, an “Event of Default” under, and as defined therein, or (d) with respect to the Credit Loan Agreement, an “Event of Default” under, and as defined therein. If an Event of Default shall have occurred and be continuing, then, in each and every such case the Existing Noteholder Collateral Agent, the New Noteholder Collateral Agent, the Lender Collateral Agent or the Credit Agreement Collateral Agent, as relevant, shall have the right to make such demands and take such actions as are permitted to each of them, respectively, by the Existing Indenture Documents, the 2012 Indenture Documents, the Term Loan Documents or the Credit Agreement Documents, as the case may be. If an Event of Default shall have occurred and be continuing under all of the Existing Indenture, the 2012 Indenture Documents, the Term Loan Agreement and the Credit Agreement, the Mortgagee shall have the right, subject to and in accordance with the terms of the Intercreditor Agreement and Section 4.12 hereof, to:

(a) declare immediately due and payable all of the Secured Obligations (in which case all of the same shall be immediately due)(provided, no such declaration shall be required if an Event of Default shall have occurred under a particular Pari Passu Document that triggers an automatic enforcement of rights under such Pari Passu Document) and bring suit at law, in equity or in admiralty, as it may be advised, to recover judgment for the Secured Obligations and satisfy the same out of the Vessel;

(b) exercise all of the rights and remedies in foreclosure with respect to the Vessel and otherwise given to mortgagees by the provisions of applicable law;

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(c) take and enter into possession of the Vessel, at any time, wherever the same may be, without court decision or other legal process and without being responsible for loss or damage, and the Shipowner or other person in possession forthwith upon demand of the Mortgagee shall surrender to the Mortgagee possession of the Vessel and the Mortgagee may, without being responsible for loss or damage (except to the extent caused by the Mortgagee’s gross negligence or willful misconduct), hold, lay up, lease, charter, operate or otherwise use such Vessel for such time and upon such terms as it may deem to be for its best advantage, and demand, collect and retain all hire, freights, earnings, issues, revenues, income, profits, return premiums, salvage awards or recoveries, recoveries in general average, and all other sums due or to become due in respect of such Vessel or in respect of any insurance thereon from any person whomsoever, accounting only for the net profits, if any, arising from such use of the Vessel and charging upon all receipts from the use of the Vessel or from the sale thereof by court proceedings or pursuant to Section 3.1(e) below, all costs, expenses, charges, damages or losses by reason of such use (including attorney’s fees); provided, that the Mortgagee shall be obligated to provide the Shipowner only with a final accounting; and if at any time the Mortgagee shall avail itself of the right herein given it to take possession of the Vessel, the Mortgagee shall have the right to dock the Vessel for a reasonable time at any dock, pier or other premises of the Shipowner without charge, or to dock them at any other place at the cost and expense of the Shipowner, and the Mortgagee shall have the right to require the Shipowner to deliver, and the Shipowner shall on demand, at its own cost and expense, deliver to the Mortgagee the Vessel as demanded; and the Shipowner hereby irrevocably instructs the master of the Vessel so long as the Mortgage and this Deed of Covenants is outstanding to deliver the Vessel to the Mortgagee as demanded;

(d) inspect and make copies of all original class records held by the Classification Society relating to such Vessel; and/or

(e) without being responsible for loss or damage, other than loss or damage due to its own gross negligence or willful misconduct, sell such Vessel, at any place and at such time as the Mortgagee may specify and in such manner and such place (whether by public or private sale) as the Mortgagee may deem advisable (without necessity of bringing the Vessel to the place designated for such sale), free from any claim by the Shipowner in admiralty, in equity, at law or by statute, after first giving notice of the time and place of any public sale with a general description of the property in the following manner:

(i) by publishing such notice for twenty (20) consecutive days in a daily newspaper of general circulation published in New York City;

(ii) if the place of sale should not be New York City, then also by publication of a similar notice in a daily newspaper, if any, published at the place of sale; and

(iii) by mailing a similar notice to the Shipowner at its last known address on the day of first publication;

and notice of the time and place of any private sale by mailing such notice to the Shipowner at its last known address.

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SECTION 3.2 Any sale of the Vessel or any interest therein made by the Mortgagee after the occurrence and during the continuance of an Event of Default in pursuance of the Mortgage and this Deed of Covenants, whether under the power of sale hereby granted or any judicial proceedings, shall operate to divest all right, title and interest of any nature whatsoever of the Shipowner in and to the Vessel or such interest therein sold, as the case may be, and shall bar any claim from the Shipowner, its successors and assigns, and all persons claiming by, through or under them. No purchaser shall be bound to inquire whether notice has been given, or whether any default has occurred, or as to the propriety of the sale, or as to the application of the proceeds thereof. In the case of any such sale, the Mortgagee shall deliver the proceeds to the Pari Passu Collateral Agent for application of such proceeds to the Secured Obligations in accordance with the terms of the Intercreditor Agreement. At any such sale, the Mortgagee may bid for and purchase such property and upon compliance with the terms of sale may hold, retain and dispose of such property without further accountability therefor.

SECTION 3.3 Subject always to and in accordance with the terms of the Intercreditor Agreement, the Mortgagee is hereby appointed attorney-in-fact of the Shipowner to execute and deliver to any purchaser referred to in Section 3.2, and is hereby vested with full power and authority to make, after the occurrence and during the continuation of an Event of Default, in the name and on behalf of the Shipowner, a good conveyance of the title to the Vessel so sold. In the event of any sale of the Vessel under any power herein contained, the Shipowner will, if and when required by the Mortgagee, execute such form of conveyance of such Vessel and other related documents as the Mortgagee may specify. The powers and authority granted to the Mortgagee herein have been given for a valuable consideration and are hereby declared to be irrevocable.

SECTION 3.4 Subject always to and in accordance with the terms of the Intercreditor Agreement, the Mortgagee is hereby appointed attorney-in-fact of the Shipowner in the name of the Shipowner to, after the occurrence and during the continuation of an Event of Default, demand, collect, receive, compromise and sue for, so far as may be permitted by law, all freights, hire, earnings, issues, revenues, income and profits of the Vessel and all amounts due from underwriters under any insurance thereon as payments of losses or as return premiums or otherwise, salvage awards and recoveries of the Vessel, recoveries in general average or otherwise in respect of the Vessel, and all other sums in respect of the Vessel, due or to become due at the time of the occurrence and during the continuation of any Event of Default, or in respect of any insurance thereon, from any person whomsoever, and to make, give and execute in the name of the Shipowner acquittances, receipts, releases or other discharges for the same, whether under seal or otherwise, and to endorse and accept in the name of the Shipowner all checks, notes, drafts, warrants, agreements and other instruments in writing with respect to the foregoing. The powers and authority granted to the Mortgagee herein have been given for a valuable consideration and are hereby declared to be irrevocable.

SECTION 3.5 Whenever any right to enter and take possession of the Vessel accrues to the Mortgagee, it may require the Shipowner to deliver, and the Shipowner shall on demand, at its own cost and expense, deliver to the Mortgagee such Vessel as demanded, subject always to and in accordance with the terms of the Intercreditor Agreement. If any legal proceedings shall be taken to enforce any right of Mortgagee under the Mortgage or this Deed of Covenants, the Mortgagee shall be entitled as a matter of right to the appointment of a receiver of

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such Vessel and of the freights, hire, earnings, issues, revenues, income and profits due or to become due and arising from the operation thereof, subject always to and in accordance with the terms of the Intercreditor Agreement.

SECTION 3.6 At any time after the Secured Obligations shall have become due and payable, the Mortgagee shall be entitled (but not bound) by writing executed as a deed or under the hand of any director or officer of the Mortgagee to appoint any person or persons to be a receiver and/or manager of the Vessel (the “Receiver”) or any part thereof (with power to authorise any joint receiver and/or manager to exercise any power independently of any other joint receiver and/or manager) and may from time to time fix his remuneration, and may remove any Receiver so appointed and appoint another in his place. Any Receiver so appointed shall be the agent of the Shipowner and the Shipowner shall be solely responsible for his acts or defaults and for his remuneration, and such receiver and/or manager so appointed shall have all powers conferred by the Conveyancing and Law of Property Act (Ch. 138) and, in addition, power on behalf of and at the cost of the Shipowner to do or omit to do anything which the Shipowner could do or omit to do in relation to the Vessel any part thereof and in particular (but without prejudice to the generality of the foregoing) any such receiver and/or manager may exercise all the powers and discretions conferred on the Mortgagee by the Mortgage and this Deed of Covenants.

SECTION 3.7 Neither the Mortgagee nor any Receiver shall be liable as mortgagee in possession in respect of the Vessel to account or be liable for any loss upon realisation or for any neglect or default of any nature whatsoever in connection therewith for which a mortgagee in possession may be liable as such.

SECTION 3.8 Upon any sale of the Vessel or any share or interest therein by the Mortgagee, or by any Receiver, the purchaser shall not be bound to see or enquire whether the Mortgagee’s power of sale has arisen in the manner provided in this Deed of Covenants and the sale shall be deemed to be within the power of the Mortgagee (or the Receiver, as the case may be) and the receipt of the Mortgagee (or the Receiver, as the case may be) for the purchase money shall effectively discharge the purchaser who shall not be concerned with the manner of application of the proceeds of sale or be in any way answerable therefor and the sale shall operate to divest the Shipowner of all rights, title and interest of any nature whatsoever in the Vessel and to bar any such interest of the Shipowner and all persons claiming through or under the Shipowner.

SECTION 3.9 Section 19 of the Conveyancing and Law of Property Act or the equivalent provisions of any subsequent amending or consolidating act shall not apply to this Deed of Covenants. The statutory power of sale shall be exercisable at any time after the money owing on this security shall have become payable without regard to Section 22 of the Conveyancing and Law of Property Act which section shall not apply to this security or any sale made by virtue thereof.

SECTION 3.10 Subject always to and in accordance with the terms of the Intercreditor Agreement, the Shipowner authorizes and empowers the Mortgagee or its appointees or any of them to, after the occurrence and during the continuation of an Event of Default, appear in the name of the Shipowner, its successors and assigns, in any court of any

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country or nation of the world where a suit is pending against the Vessel because of or on account of an alleged lien against such Vessel from which such Vessel has not been released and to take such proceedings as to them or any of them may deem necessary towards the defense of such suit and the purchase or discharge of such lien, and all expenditures made or incurred by them or any of them for the purpose of such defense or purchase or discharge shall be a debt due from the Shipowner, its successors and assigns, to the Mortgagee, and shall be secured by the lien of the Mortgage and this Deed of Covenants in like manner and extent as if the amount and description thereof were written herein.

SECTION 3.11 The Shipowner covenants that at any time that any Secured Obligations shall be due and payable (whether by acceleration or otherwise), the same shall be paid in accordance with the Intercreditor Agreement; and in case the Shipowner fails to pay or causes to be paid the same when due in accordance with the Pari Passu Documents, and that failure constitutes an Event of Default, the Mortgagee shall be entitled to recover judgment for the whole amount so due and unpaid, together with such further amounts as shall be provided by the Pari Passu Documents and applicable law. All moneys collected by the Mortgagee under this Section 3.11 shall be delivered to the Pari Passu Collateral Agent and applied by the Pari Passu Collateral Agent in accordance with the terms of the Intercreditor Agreement.

SECTION 3.12 Each and every power and remedy herein given to the Mortgagee shall be cumulative and shall be in addition to every other power and remedy herein given or now or hereafter existing at law, in equity, in admiralty, by statute or under any Pari Passu Document or other agreement, and each and every power and remedy whether herein given or otherwise existing may be exercised from time to time and as often and in such order as may be deemed expedient by the Mortgagee, and the exercise or the beginning of the exercise of any power or remedy by the Mortgagee shall not be construed to be a waiver of the right to exercise at the same time or thereafter any other power or remedy. No delay or omission by the Mortgagee in the exercise of any right or power or in the pursuance of any remedy accruing upon the occurrence and during the continuance of any Event of Default shall impair any such right, power or remedy or be construed to be a waiver of any such right, power or remedy; nor shall the acceptance by the Mortgagee of any security or of any payment of or on account of the Secured Obligations be construed to be a waiver of any right that the Mortgagee may have hereunder after the occurrence and during the continuance of such Event of Default or any other Event of Default, including any subsequent Event of Default of the same or a different nature.

SECTION 3.13 Subject always to and in accordance with the terms of the Intercreditor Agreement, if at any time prior to any sale of or consummation of foreclosure proceedings on the Vessel by the Mortgagee after the occurrence and during the continuance of an Event of Default in accordance herewith, the Shipowner offers to cure such Event of Default and to pay all expenses, advances, fees and damages to the Mortgagee arising from such Events of Default to the extent provided for in the Existing Indenture, the 2012 Indenture, the Credit Agreement or the Term Loan Agreement, respectively, or the other Pari Passu Documents, including all costs and expenses incurred by the Mortgagee upon the exercise by the Mortgagee of its rights hereunder as a result of such Event of Default, then the Mortgagee may, but shall be under no obligation to, accept such offer, cure and payment and restore the Shipowner to its former position, but such action shall not affect any rights which the Mortgagee may have hereunder after the occurrence and during the continuance of any subsequent Event of Default or impair any rights consequent thereon.

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SECTION 3.14 In case the Mortgagee shall have proceeded to enforce any right, power or remedy under the Mortgage or this Deed of Covenants by foreclosure, entry or otherwise, and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Mortgagee, then and in every such case the Shipowner and the Mortgagee shall be restored to their former positions and rights hereunder with respect to the property subject or intended to be subject to the Mortgage or this Deed of Covenants, and all rights, remedies and powers of the Mortgagee shall continue as if no such proceedings had been taken.

SECTION 3.15 Unless otherwise specified herein or in the other Pari Passu Documents, any cash proceeds received by the Mortgagee from the sale of, collection of, or other realization upon any part of the Vessel or related collateral or any other amounts received by the Mortgagee hereunder, including the net earnings of any charter operation or other use of the Vessel by the Mortgagee under any of the powers specified in Article I and/or Article II, may be, at the reasonable discretion of the Mortgagee, subject always to and in accordance with the terms of the Intercreditor Agreement (a) held by the Mortgagee in one or more cash collateral accounts as cash collateral for the Secured Obligations under the terms of the Pari Passu Documents or (b) delivered to the Pari Passu Collateral Agent for application to the Secured Obligations. Amounts applied to the Secured Obligations shall be applied to the payment of the Secured Obligations in the order set forth in and in accordance with the terms of the Intercreditor Agreement. Any surplus cash collateral or cash proceeds held by the Mortgagee after payment in full of the Secured Obligations shall be paid over to the Shipowner or to whomever may be lawfully entitled to receive such surplus.

SECTION 3.16 Unless and until one or more Events of Default shall occur and be continuing, the Shipowner (a) shall be suffered and permitted to retain actual possession and use of the Vessel and (b) shall have the right, from time to time, in its discretion, and without application to the Mortgagee, and without obtaining a release thereof by the Mortgagee, to dispose of, free from the lien hereof, any boilers, engines, generators, drilling machinery and equipment, pumps and pumping equipment, machinery, masts, spars, sails, rigging, boats, anchors, cables, chains, tackle, outfit, apparel, furniture, fittings, equipment, spares, fuel, stores or any other appurtenances of the Vessel, provided such item of property is replaced and such Vessel is maintained in the condition required herein and in the Pari Passu Documents, and such replacement item, if any, shall forthwith become subject to the lien of the Mortgage and this Deed of Covenants as a first priority statutory mortgage thereon.

SECTION 3.17 Notwithstanding anything to the contrary in this Deed of Covenants, the amount of any Secured Obligations that are secured by the Shipowner’s rights in the Vessel or any related collateral or subject to a Lien in favor of the Mortgagee hereunder or under any other Pari Passu Document shall be limited to the extent, if any, required so that the Liens granted under the Mortgage or this Deed of Covenants shall not be subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provision of any other applicable Law or to being set aside or annulled under any applicable Law relating to fraud on creditors. In determining the limitations, if any, on the amount of any Secured

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Obligations that are subject to the Lien on the Vessel and related collateral hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation or contribution which such Shipowner may have under the Pari Passu Documents, any other agreement or applicable Law shall be taken into account.

ARTICLE IV

SUNDRY PROVISIONS

SECTION 4.1 All of the covenants, promises, stipulations and agreements of the Shipowner in this Deed of Covenants contained shall bind the Shipowner and its successors and permitted assigns and shall be binding on and inure to the benefit of the Mortgagee and its successors and permitted assigns. In the event of any assignment of the Mortgage or this Deed of Covenants by the Mortgagee in accordance with the applicable provisions of any Pari Passu Collateral Document, the term “Mortgagee” as used in this Deed of Covenants shall be deemed to mean any such successor or permitted assignee.

SECTION 4.2 Wherever and whenever herein any right, power or authority is granted or given to the Mortgagee, such right, power or authority may be exercised in all cases by the Mortgagee or such agent or agents as it may appoint, and the act or acts of such agent or agents when taken shall constitute the act of the Mortgagee hereunder.

SECTION 4.3 (a) In the event that any provision of this Deed of Covenants shall be deemed invalid or unenforceable by reason of any present or future law or any decision of any court of competent jurisdiction, the validity and enforceability of any other provision hereof shall not be affected thereby. Any such invalidity or unenforceability of any provision of this Deed of Covenants in any jurisdiction or nation shall not render such provision invalid or unenforceable under the laws of any other jurisdiction or nation.

(b) In the event that this Deed of Covenants or any of the documents or instruments which may from time to time be delivered hereunder or any provision hereof shall be deemed invalidated by present or future law of any nation or by decision of any court of competent jurisdiction, this shall not affect the validity and/or enforceability of all or any other parts of this Deed of Covenants, or such documents or instruments and, in any such case, the Shipowner covenants and agrees that, on demand, it will execute and deliver such other and further agreements and/or documents and/or instruments and do such things as the Mortgagee in its sole reasonable discretion may deem to be necessary to carry out the true intent of this Deed of Covenants.

(c) Anything herein to the contrary notwithstanding, it is intended that nothing herein shall waive the preferred status of the Mortgage or this Deed of Covenants and that, if any provision of the Mortgage or this Deed of Covenants or portion thereof shall be construed to waive the preferred status of the Mortgage or this Deed of Covenants, then such provision to such extent shall be void and of no effect and shall cease to be a part of the Mortgage or this Deed of Covenants, without affecting the remaining provisions, which shall remain in full force and effect.

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SECTION 4.4 This Deed of Covenants shall be governed by, and construed in accordance with, the laws of The Commonwealth of the Bahamas.

SECTION 4.5 THE SHIPOWNER AND THE MORTGAGEE HEREBY EXPRESSLY AND IRREVOCABLY (I) SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN ANY SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY; AND (II) WAIVES (A) ITS RIGHT TO A TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE INITIAL PURCHASERS AND FOR ANY COUNTERCLAIM RELATED TO ANY OF THE FOREGOING AND (B) ANY OBLIGATION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

SECTION 4.6 The term “Dollars” or the symbol “$” as used herein shall mean Dollars in any coin or currency of the United States of America which at the time of payment shall be legal tender for public and private debts.

SECTION 4.7 Enforcement Expenses; Indemnification.

(a) Costs and Expenses. Shipowner shall pay all out-of-pocket expenses incurred by the Mortgagee or any Secured Parties (including the fees, charges and disbursements of any counsel for the Mortgagee), and shall pay all fees and time charges for attorneys who may be employees of the Mortgagee or any of the Secured Parties, in connection with the enforcement or protection of its rights in connection with the Existing Indenture, the 2012 Indenture, the Term Loan Agreement, the Credit Agreement, the Mortgage, this Deed of Covenants, and the other Pari Passu Documents, including its rights under this Section, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Credit Facilities, the Existing Notes, and the 2019 Notes and any other Pari Passu Documents.

(b) INDEMNIFICATION BY SHIPOWNER. SHIPOWNER SHALL INDEMNIFY THE MORTGAGEE (AND ANY SUB-AGENT THEREOF), EACH INDEMNIFIED PARTY, EACH HOLDER AND EACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (EACH SUCH PERSON BEING CALLED AN “INDEMNITEE”) AGAINST, AND DEFEND AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, CLAIMS, DEMANDS, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES, OR DISBURSEMENTS (INCLUDING ALL FEES, EXPENSES AND DISBURSEMENTS OF ANY LAW FIRM OR OTHER EXTERNAL COUNSEL AND, WITHOUT DUPLICATION, THE ALLOCATED COST OF INTERNAL LEGAL SERVICES AND ALL EXPENSES AND DISBURSEMENTS OF INTERNAL COUNSEL) OF ANY KIND OR NATURE WHATSOEVER WHICH MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST ANY INDEMNITEE IN ANY WAY RELATING TO OR ARISING OUT OF OR IN CONNECTION WITH (A) THE

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EXECUTION, DELIVERY, ENFORCEMENT, PERFORMANCE, OR ADMINISTRATION OF THE MORTGAGE OR THIS DEED OF COVENANTS OR ANY OTHER AGREEMENT, LETTER OR INSTRUMENT DELIVERED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, (B) ANY ACTION TAKEN OR OMITTED BY THE MORTGAGEE UNDER THE MORTGAGE OR THIS DEED OF COVENANTS OR ANY OTHER PARI PASSU DOCUMENT (INCLUDING SUCH MORTGAGEE’S OWN NEGLIGENCE), OR (C) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY (INCLUDING ANY INVESTIGATION OF, PREPARATION FOR, OR DEFENSE OF ANY PENDING OR THREATENED CLAIM, INVESTIGATION, LITIGATION OR PROCEEDING) AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO (ALL THE FOREGOING, COLLECTIVELY, THE “INDEMNIFIED LIABILITIES”); PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, CLAIMS, DEMANDS, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SHIPOWNER SHALL NOT ASSERT, AND HEREBY WAIVES, ANY CLAIM AGAINST ANY INDEMNITEE, ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL DAMAGES) ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF, THE MORTGAGE OR THIS DEED OF COVENANTS, ANY PARI PASSU DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY. NO INDEMNITEE SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY UNINTENDED RECIPIENTS OF ANY INFORMATION OR OTHER MATERIALS DISTRIBUTED BY IT THROUGH TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THE MORTGAGE OR THIS DEED OF COVENANTS, THE OTHER PARI PASSU DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(c) All amounts due under this Section 4.7 shall be Secured Obligations and shall be payable within 10 Business Days after demand therefor. The agreements in this Section shall survive the resignation of the Mortgagee and the repayment, satisfaction or discharge of all the other Secured Obligations.

SECTION 4.8 Notices shall be delivered in accordance with the applicable provisions of the Pari Passu Documents, and shall be effective as provided therein. Each of the Shipowner and Mortgagee may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other party hereto.

29

SECTION 4.9 None of the terms or provisions of this Deed of Covenants may be waived, amended, supplemented or otherwise modified except in accordance with the applicable provisions of the Pari Passu Documents.

SECTION 4.10 In the event of a direct conflict between this Deed of Covenants and the Intercreditor Agreement, the Intercreditor Agreement shall control; provided, however, the parties understand and agree that this Deed of Covenants sets forth additional covenants, obligations and rights and the parties will use all reasonable efforts to construe the provisions and covenants in this Deed of Covenants as not being in direct conflict with the Intercreditor Agreement.

SECTION 4.11 NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN TO THE CONTRARY, IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF (A) THE MORTGAGE,(B) THIS DEED OF COVENANTS AND (C) ANY OF THE EXISTING INDENTURE, THE 2012 INDENTURE, THE TERM LOAN AGREEMENT, OR THE CREDIT AGREEMENT, THE PROVISIONS OF THE EXISTING INDENTURE, THE 2012 INDENTURE, THE TERM LOAN AGREEMENT, OR THE CREDIT AGREEMENT AS APPLICABLE, SHALL CONTROL WITH RESPECT THERETO (BUT SHALL NOT CONTROL AS SUCH PROVISION MAY APPLY TO ANY OTHER SUCH INDENTURE OR AGREEMENT), UNLESS THE PROVISIONS OF SUCH INCONSISTENT INDENTURE OR AGREEMENT ARE INCONSISTENT WITH THE INTERCREDITOR AGREEMENT, IN WHICH CASE, THE INTERCREDITOR AGREEMENT SHALL CONTROL.

SECTION 4.12 Notwithstanding anything herein to the contrary, (i) the occurrence of an Event of Default with respect to any one Debt Agreement (as hereinafter defined) shall not be deemed to constitute an Event of Default under any other Debt Agreement except to the extent so expressly stated in such other Debt Agreement and (ii) upon the occurrence of an Event of Default under any one Debt Agreement, the rights and remedies granted hereunder shall be subject to the Intercreditor Agreement. For purposes of this paragraph, “Debt Agreement” means the Existing Indenture, the 2012 Indenture, the Term Loan Agreement or the Credit Agreement.

SECTION 4.13 The Mortgagee shall be entitled to the rights and protections afforded to the trustee and note collateral agent pursuant to the terms of the Existing Indenture and 2012 Indenture.

[The rest of this page has been left intentionally blank.]

30

IN WITNESS whereof the parties have duly executed this Deed of Covenants the day and year first above written.

SIGNED and DELIVERED as a DEED	)
for and on behalf of	)
[                                         ]
By:
Name:
Title:
In the presence of:
Witness:	:
Name:
Occupation:
SIGNED and DELIVERED as a DEED for and on behalf of
WELLS FARGO BANK,
NATIONAL ASSOCIATION
By:
Name:
Title:
In the presence of:
Witness:
Name:
Occupation:

EXHIBIT A

TO

DEED OF COVENANTS

Form of the Existing Indenture, together with Exhibit A thereto (Form of Note) and Exhibit E thereto (Form of Note Guarantee), but without other annexes, schedules or exhibits, together with the forms of any supplements thereto.

See attached.

Exhibit A to Deed of Covenants - [    ]

EXHIBIT B

TO

DEED OF COVENANTS

Form of the 2012 Indenture, together with Exhibit A thereto (Form of Note) and Exhibit E thereto (Form of Note Guarantee), but without other annexes, schedules or exhibits

See attached

Exhibit B to Deed of Covenants - [    ]

EXHIBIT C

TO

DEED OF COVENANTS

[Form of the Term Loan Agreement, together with form of Note but without other annexes, schedules or exhibits]

See attached.

Exhibit C to Deed of Covenants - [    ]

EXHIBIT D

TO

DEED OF COVENANTS

[Form of Credit Agreement, without annexes, schedules or exhibits]

See attached.

Exhibit D to Deed of Covenants - [    ]

EXHIBIT E

TO

DEED OF COVENANTS

Form of Intercreditor Agreement.

See attached.

Exhibit E to Deed of Covenants - [    ]

EXHIBIT F

TO

DEED OF COVENANTS

Form of Assignment of Earnings.

See attached.

Exhibit F to Deed of Covenants - [    ]

SCHEDULE I

TO

DEED OF COVENANTS

DESCRIPTION OF THE VESSEL

[VESSEL]

Official Number	Radio Call Letters	Length	Width	Depth	Gross Tonnage	Net Tonnage
[    ]	[    ]	[    ] meters	[    ] meters	[    ] meters	[    ] tons	[    ] tons

#11755253_v1

Schedule I to Deed of Covenants - [    ]

EXHIBIT L TO

SECOND TERM LOAN AGREEMENT

FORM OF OPINION OF BAHAMIAN LEGAL COUNSEL

L-1

EXHIBIT L-1

[Date]

Wells Fargo Bank, National Association, as Pari Passu Collateral Agent

750 N. St. Paul Place, Suite 1750

Dallas, Texas 75201

Citigroup Global Markets Inc.

Jefferies LLC

As Representatives of the Initial Purchasers

c/o Citigroup Global Markets Inc.

388 Greenwich St.

New York, New York 10013

Dear Sirs,

Re: First Priority Bahamian Mortgages with respect to the Rigs, [Vessel 1] and [Vessel 2]

You have requested our legal opinion with respect to a first priority statutory mortgage dated October 25, 2012 over drilling rig [Vessel 1] (the “PE Rig”) by [Vessel 1 Shipowner] (the “PE Owner”) in favor of Wells Fargo Bank, National Association (the “Mortgagee”) (the “PE Mortgage”) and a first priority statutory mortgage dated October 25, 2012 over drilling rig [Vessel 2] (the “TE Rig”, together with the PE Rig, the “Rigs” and each a “Rig”) by [Vessel 2 Shipowner] (the “TE Owner”, together with the PE Owner the “Owners” and each an “Owner”) in favour of the Mortgagee (the “TE Mortgage”, and together with the PE Mortgage, the “Mortgages” and each a “Mortgage”) and related deeds of covenants dated October 25, 2012 (the “Original Deeds of Covenant”) as amended by Amendment No. 1 dated [                ], 2013 to each Original Deed of Covenant (the Original Deeds of Covenant as so amended are called, together, the “Amended Deeds of Covenants” and each an “Amended Deed of Covenants”) in connection with (1) an amended and restated credit agreement dated March [    ], 2013 which amends and restates a Credit Agreement dated June 21, 2012 made by and among (i) Offshore Group Investment Limited (the “Company”) and Vantage Drilling Company, as borrowers, (ii) Vantage Drilling Company and certain Subsidiaries thereof, as guarantors, (iii) the Lenders from time to time, as lenders, and (iv) the Royal Bank of Canada and Wells Fargo Bank, National Association, as collateral agent, as amended by a Second Amendment to the Credit Agreement dated October 25, 2012 (the “Restated Credit Agreement”), (2) a new term loan agreement dated as of March [    ], 2013 among, inter alios, Offshore Group Investment Limited, and the US Borrower (as defined therein), as co-borrowers, Vantage Drilling Company, the other guarantor party thereto, and Citibank, N.A., as term loan agent (the “2013 Term Loan Agreement”) and (3) a new indenture dated March [    ], 2013, among the Company, Vantage Drilling Company, the other guarantors named therein, the trustee and the noteholder collateral agent regarding the     % Senior Secured First Lien Notes due 2023 (the “2013 Indenture”).

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1. Interpretation

In this opinion:

“Act” means the Merchant Shipping Act (as amended) Ch 268 of the Revised Statute Laws of The Bahamas, 2007 Edition.

“Documents” means the documents listed in Clause 2 of this opinion.

“law” includes any order of any governmental, judicial, regulatory or other authority compliance with which is considered by us to be mandatory.

“Security Documents” means the Mortgages and the Amended Deeds of Covenants.

2. Documents

For the purpose of this opinion we have examined copies of the following documents:

(i) a Transcript of Register dated March [    ], 2013 with respect to each Rig issued by the London office of the Bahamas Maritime Authority;

(ii) the Mortgages;

(iii) the Amended Deeds of Covenants;

(iv) a Designation Letter, delivered on March [    ], 2013 by the Company to the Pari Passu Collateral Agent and the Existing Notes Trustee (as those terms are defined therein ) (the “Designation Letter”);

(v) the Restated Credit Agreement;

(vi) the 2013 Term Loan Agreement; and

(vii) the 2013 Indenture.

3. Assumptions

In giving this opinion, we have assumed that:

3.1 Authenticity of original documents: all signatures, seals and markings on the Documents are, as appears to us, authentic;

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	2

3.2 Conformity of copies: the copies of the Documents presented to us conform to the originals;

3.3 Authorization: the due capacity and authority of all persons executing the Documents and that the same have been duly executed by the parties to it; and

3.4 Pari Passu Obligations: that the Obligations under the 2013 Term Loan Agreement and the 2013 Indenture have been properly designated by the Company as “Other Pari Passu Obligations” under the Amended and Restated Intercreditor Agreement dated October 25, 2012 and the Designation Letter.

4. Opinion

Based on and relying on the assumptions set out above and subject to the qualifications set out below, we are of the opinion that:

4.1 The PE Rig is permanently registered under the Bahamian flag at the port of Nassau, The Bahamas in the name and ownership of the PE Owner, free from any mortgage, lien or other registered encumbrance except the PE Mortgage;

4.2 The TE Rig is permanently registered under the Bahamian flag at the port of Nassau, The Bahamas in the name and ownership of the TE Owner, free from any mortgage, lien or other registered encumbrance except the TE Mortgage;

4.3 Each of the Mortgages has been duly registered and recorded in the Registry of Bahamian ships in favour of the Mortgagee and each such Mortgage is in full force and effect notwithstanding the execution of the Amended Deeds of Covenants, the Restated Credit Agreement, the 2013 Term Loan Agreement and the 2013 Indenture and continues to validly secure the Secured Obligations (as defined in the Amended Deeds of Covenants applicable to each such Mortgage);

4.4 Each Mortgage validly secures such future amounts as may be issued under the 2013 Indenture respecting any future series of notes that are issued under one or more Supplemental Indentures thereunder and such increased commitments that may be made under the Restated Credit Agreement. No further filings are necessary or required to be made with the Registry of Bahamian ships in respect of the Security Documents, the Restated Credit Agreement, the 2013 Term Loan Agreement and the 2013 Indenture;

4.5 The Amended Deed of Covenants applicable to each Mortgage constitutes a legal, valid and binding obligation of each Owner enforceable in accordance with its terms in favour of the Mortgagee;

4.6 Each Mortgage constitutes a legal, valid and binding first priority statutory mortgage over the applicable Rig enforceable in accordance with its terms in favour of the Mortgagee securing the “Secured Obligations” as defined in the respective Amended Deed of Covenants;

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	3

4.7 It is not necessary under the laws of The Bahamas that the Mortgagee or any of the parties to the Security Documents be licensed, authorized, qualified or otherwise entitled to carry on business in The Bahamas (i) for the entering into, execution, delivery, performance or enforcement of the Security Documents or (ii) to enable the Mortgagee to enforce its rights under the Security Documents;

4.8 Neither the Mortgagee nor any of the parties to the Security Documents will be deemed to be resident, domiciled, carrying on business or subject to taxation in The Bahamas by reason of the negotiation, preparation, execution, recording (as applicable) or performance or enforcement of, and/or receipt of any payment due from any Owner under the Security Documents;

4.9 The Security Documents are in proper form for their enforcement in the courts of The Bahamas;

4.10 No taxes of The Bahamas are imposed by withholding or otherwise on any payment to be made by any Owner under the Security Documents or are imposed on or by virtue of the execution or delivery or recording (as applicable) of the Security Documents or any document or instrument to be executed or delivered under the Security Documents;

4.11 No stamp or registration fee, duty or similar taxes or charges are payable in respect of the Security Documents except in relation to the registration of the Mortgages (which sums have been paid) or if enforcement of the Security Documents are to be sought in The Bahamas otherwise than executing a foreign judgment, in which event filing fees are payable at the commencement of any cause, matter or proceeding brought under the divisions of the Supreme Court in accordance with the Supreme Court (Amendment) Rules 2010;

4.12 No registration, notarization, filing, recording, enrollment, or other official action in any court public office or elsewhere in The Bahamas is necessary or advisable to create, validate, perfect, establish or maintain the priority of the security created by the Security Documents or to ensure the legality, enforceability or admissibility in evidence of the Security Documents (with the exception of the Mortgages which must and have been registered at the Bahamas Maritime Authority);

4.13 All authorisations, approvals, consents, licenses, exemptions, filings, registrations, recordings, notarizations, payments of taxes and duties and other matters, official or otherwise required or advisable in connection with the entry into, execution, delivery, performance, validity, enforceability and admissibility in evidence of the Security Documents and the transactions contemplated thereby have been obtained or effected and are in full force and effect;

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	4

4.14 The property which is the subject of the Security Documents is legally capable of being mortgaged or charged under the laws of The Bahamas and the security thereby created will confer a valid and effective charge and claim over such property in favour of the Mortgagee which will rank prior to the general creditors (except the maritime liens described in 4.16 below) of each Owner in the event of its liquidation and/or bankruptcy;

4.15 Any lien exercisable by a ship-builder or repairer over a ship in his possession shall take priority over all claims arising after such possession was taken but shall be postponed to those claims (including those under the Security Documents) which were created before the time of taking possession;

4.16 The maritime liens set out in Section 277 ((i) wages and other sums due to the master, officers and other members of each Rig’s complement in respect of their employment on such Rig, (ii) port, canal, and other waterway dues and pilotage dues and any outstanding fees payable in respect of each Rig, (iii) claims against an Owner in respect of loss of life or personal injury occurring, whether on land or on water, in direct connection with the operation of a Rig, (iv) claims against any Owner, based on tort and not capable of being based on contract, in respect of loss of or damage to property occurring, whether on land or on water, in direct connection with the operation of a Rig, (v) claims for salvage, wreck removal and contribution in general average) of the Act shall take priority over mortgages registered under the Act or any preferential rights arising under the laws of The Bahamas in the event of an Owner’s liquidation and/or bankruptcy and no other claim shall take priority over such mortgages or rights;

4.17 The choice of Bahamian law to govern the Security Documents is a valid choice of law and submission in the Amended Deed of Covenants applicable to each Mortgage to the non-exclusive jurisdiction of the Courts of New York is a valid submission;

4.18 The courts of The Bahamas will award a judgment in relation to the Security Documents expressed in terms of United States Dollars in respect of any amount due and owing under the Security Documents and/or will recognise as a valid judgment and enforce any final, conclusive and enforceable judgment obtained by the Mortgagee against any Owner in a New York court subject to 4.20 below;

4.19 None of the parties to the Security Documents nor any of their assets are entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding (which shall include, without limitation, suit, attachment prior to judgment, execution or other enforcement);

4.20 Subject to compliance with the Reciprocal Enforcement of Judgments Act, a final and conclusive judgment for a specified sum of a superior court of the United Kingdom or certain Commonwealth Courts outside the United Kingdom (including any such judgment rendered against an Owner in connection with any action arising out of the Security Documents) may be registered in the Supreme Court of The Bahamas. A judgment of a foreign court which is not caught by the

{00160965-1 }
	5

said Act (which includes a New York, United States or an Indian Court) cannot be enforced by direct execution of the judgment but the Courts of The Bahamas will, however, recognize any final and conclusive judgment in personam handed down by a foreign court which is not caught by the said Act as a valid judgment and permit the same to found the basis of a fresh action in The Bahamas and should give a judgment based thereon without there being a re-trial of the merits provided that:

(a) It was for a sum of money (other than a sum of money paid in respect of taxes or other penalty);

(b) Such court had proper jurisdiction over the parties subject to such judgment;

(c) Such courts did not contravene the rules of natural justice of The Bahamas;

(d) Such judgment was not obtained by fraud;

(e) The enforcement of such judgment would not be contrary to the public policy of The Bahamas;

(f) The correct procedures under the laws of The Bahamas are duly complied with;

(g) The judgment is not inconsistent with a prior Bahamian judgment in respect of the same matter; and

(h) Enforcement proceedings are instituted within six years after the date of judgment.

4.21 Based on the information presently in our possession, none of the terms of the Security Documents violates public policy in the Commonwealth of The Bahamas or the purpose of a statute in the Commonwealth of The Bahamas reflecting that public policy;

4.22 Neither the execution nor delivery of the Security Documents, nor the performance of any obligations under the Security Documents by the parties thereto will contravene any existing applicable law or regulation of The Bahamas; and

4.23 The courts of The Bahamas would uphold the validity of registration of the TE Rig under the laws and flag of The Bahamas, provided that a Polish court would not find the Bahamian vessel registration void or voidable due to non-compliance by the TE Owner or Vantage Drilling Poland Sp. z o.o. with Article 10, Section 1 and/or Article 73, Section 1 and/or Article 23 of the Polish Maritime Code.

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	6

5. Qualifications

The opinions expressed above are, however, subject to the following qualifications:-

5.1 The enforcement of the Security Documents may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, limitation of actions or other similar laws relating to the enforcement of creditors’ rights generally.

5.2 Obligations or liabilities of the Owner otherwise than for payment of money may not be enforceable in The Bahamas by way of such equitable remedies as injunction or specific performance which remedies are in the discretion of the courts.

5.3 Any provisions requiring any party to pay interest on overdue amounts in excess of the rate (if any) payable on such amounts before they become overdue may be unenforceable if held by a Bahamian Court to be unconscionable and therefore a penalty.

5.4 If any provision of any document is held to be illegal, invalid or unenforceable, the severance of such provision from the remaining provisions of such document will be subject to the exercise of the discretion of a Bahamian Court.

5.5 Any provision in any of the Security Documents that certain calculations and/or certificates will be conclusive and binding will not be effective if such calculations and/or certificates are fraudulent or erroneous on their face and will not necessarily prevent judicial enquiry into the merits of any claim by an aggrieved party.

5.6 If any party of any of the Security Documents is vested with a discretion or may determine a matter in its opinion, the courts of The Bahamas may require that such discretion is exercised reasonably or that upon which such opinion is based is reasonable.

5.7 Insofar as the parties resort to the Bahamian Courts, claims may be or become subject to defenses of set-off or counterclaim.

5.8 Bahamian court may refuse to give effect to a purported contractual obligation to pay costs imposed upon another party in respect of the costs of any successful litigation brought against that party and such a court may not award by way of costs all of the expenditure incurred by a successful litigant in proceedings brought before that Court.

5.9 If Bahamian law shall apply to the question of priorities the rules in Hopkinson v Rolt and Clayton’s Case will apply to this security and accordingly any advances made subsequent to receipt of notice of any further mortgage on the Rig may be postponed in priority to such further mortgage.

5.10 Except with the leave of the Court, a mortgagee may not itself purchase a rig when exercising its power of sale if the rig is on the high seas or in waters of a country whose laws prohibit a lender from purchasing security it holds as mortgagee.

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	7

This opinion is confined to and given on the basis of the laws of the Commonwealth of The Bahamas as currently applied by the courts of the said Commonwealth. We have not investigated and we do not express or imply any opinion on the laws of any other jurisdiction, and we have assumed no other law would affect the opinion stated herein.

This opinion is addressed to you and is solely for you and your successors and assigns benefit and the benefit of your legal advisers and is not to be relied upon by any person or legal entity other than yourselves (and your successors and assigns) and your legal advisers.

Yours faithfully,

LENNOX PATON

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	8

SCHEDULE 3.01

CORPORATE STATUS

Group Party	Jurisdiction(s)
Offshore Group Investment Limited	Cayman Islands
Vantage Drilling Company	Cayman Islands
Vantage Holding Hungary Kft.	Hungary
Vantage Drilling Netherlands B.V.	Netherlands
Vantage International Management Co.	Cayman Islands
Vantage Driller I Co	Cayman Islands
Vantage Driller II Co	Cayman Islands
Vantage Driller III Co	Cayman Islands
Vantage Driller IV Co.	Cayman Islands
Emerald Driller Company	Cayman Islands
Sapphire Driller Company	Cayman Islands
P2021 Rig Co.	Cayman Islands
P2020 Rig Co.	Cayman Islands
Vantage Holdings Malaysia I Co.	Cayman Islands
Vantage Drilling (Malaysia) I Sdn. Bhd.	Malaysia
Vantage Drilling Labuan I Ltd.	Malaysia
Vantage Holdings Cyprus ODC Limited	Cyprus
Vantage Drilling Poland—Luxembourg Branch	Luxembourg Branch of a Polish limited liability company
Dragonquest Holdings Company	Cayman Islands
Tungsten Explorer Company	Cayman Islands
Vantage Deepwater Company	Cayman Islands
Vantage Deepwater Drilling, Inc.	Delaware
Vantage Delaware Holdings, LLC	Delaware
PT. Vantage Drilling Company Indonesia	Indonesia

Schedule 3.01 to Second Term Loan Agreement

SCHEDULE 3.03

NO VIOLATION – NO CONDITIONS

None.

Schedule 3.03 to Second Term Loan Agreement

SCHEDULE 3.04

LITIGATION

None.

Schedule 3.04 to Second Term Loan Agreement

SCHEDULE 3.12(A)

SUBSIDIARIES

Name of Subsidiary	Direct or Indirect Ownership Interests of the Parent (and Percentage of all Outstanding Interests Owned)	Borrower, Guarantor or Unrestricted Subsidiary
Offshore Group Investment Limited	100%	Borrower
Vantage Delaware Holdings, LLC	100%	Borrower
Vantage Holding Hungary Kft.	100%	Guarantor
Vantage Drilling Netherlands B.V.	100%	Guarantor
Vantage International Management Co.	100%	Guarantor
Vantage Driller I Co	100%	Guarantor
Vantage Driller II Co	100%	Guarantor
Vantage Driller III Co	100%	Guarantor
Vantage Driller IV Co.	100%	Guarantor
Emerald Driller Company	100%	Guarantor
Sapphire Driller Company	100%	Guarantor
P2021 Rig Co.	100%	Guarantor
P2020 Rig Co.	100%	Guarantor
Vantage Holdings Malaysia I Co.	100%	Guarantor
Vantage Drilling (Malaysia) I Sdn. Bhd.	100%	Guarantor
Vantage Drilling Labuan I Ltd.	100%	Guarantor
Vantage Holdings Cyprus ODC Limited	100%	Guarantor
Vantage Drilling Poland-Luxembourg Branch	100%	Guarantor
Dragonquest Holdings Company	100%	Guarantor
Tungsten Explorer Company	100%	Guarantor

Schedule 3.12(A) to Second Term Loan Agreement

Name of Subsidiary	Direct or Indirect Ownership Interests of the Parent (and Percentage of all Outstanding Interests Owned)	Borrower, Guarantor or Unrestricted Subsidiary
Vantage Deepwater Company	100%	Guarantor
Vantage Deepwater Drilling, Inc.	100%	Guarantor
PT. Vantage Drilling Company Indonesia	95%	Guarantor
Vantage Driller V Co.	100%	Unrestricted Subsidiary
Vantage Driller VI Co.	100%	Unrestricted Subsidiary
Vantage Deepwater Holdings Company	100%	Unrestricted Subsidiary
Vantage Energy Services, Inc.	100%	Unrestricted Subsidiary
Vantage International Payroll Company	100%	Unrestricted Subsidiary
Vantage International Management Co Pte Ltd	100%	Unrestricted Subsidiary
Vantage Luxembourg I SARL	100%	Unrestricted Subsidiary
Vantage Project Holdings Company	100%	Unrestricted Subsidiary
Vantage Drilling de Mexico SRL CV	100%	Unrestricted Subsidiary
Vantage Luxembourg II SARL	100%	Unrestricted Subsidiary
Advantage ODC Limited	100%	Unrestricted Subsidiary
Platinum Explorer Company	100%	Unrestricted Subsidiary
Titanium Explorer Company	100%	Unrestricted Subsidiary
Cobalt Explorer Company	100%	Unrestricted Subsidiary
Vantage Drilling de Brasil Servicos de Petroleo Ltda.	100%	Unrestricted Subsidiary
Cobalt Explorer Holdings Company	100%	Unrestricted Subsidiary
Vantage Drilling Netherlands II BV	100%	Unrestricted Subsidiary

Schedule 3.12(A) to Second Term Loan Agreement

SCHEDULE 3.12(B)

CAPITALIZATION – LIENS ON EQUITY INTERESTS

None.

Schedule 3.12(B) to Second Term Loan Agreement

SCHEDULE 3.12(C)

CAPITALIZATION – AUTHORIZED OR OUTSTANDING INTERESTS

None.

Schedule 3.12(C) to Second Term Loan Agreement

SCHEDULE 3.15

ENVIRONMENTAL LAWS

None.

Schedule 3.15 to Second Term Loan Agreement

SCHEDULE 3.19

PERMITS

None.

Schedule 3.19 to Second Term Loan Agreement

SCHEDULE 3.26

RESTRICTIONS ON PAYMENTS OF DIVIDENDS

None.

Schedule 3.26 to Second Term Loan Agreement

SCHEDULE 6.06(h)

ADDITIONAL PARTIAL VESSEL SALE PROVISIONS

Capitalized terms used but not defined in the Agreement, including this Schedule 6.06(h), will have the meanings given to them in the Intercreditor Agreement.

From time to time, the Company and its Restricted Subsidiaries may consider the sale, conveyance or other transfer of a minority interest in a Vessel. Any such sale, conveyance or other transfer will be subject to the terms of this Agreement, including Sections 2.06, 6.04 and 6.06, and will be subject to the terms of the Intercreditor Agreement. The following provisions set forth how the terms of the Intercreditor Agreement and the other Pari Passu Documents will apply, upon the receipt of the Requisite Consents (as defined below) from holders of applicable Pari Passu Obligations, in respect of any such sale, conveyance or other transfer:

(a) Authorization by Lenders. Each Lender, by its advancing of the initial Borrowings or by purchasing any Loan or interest therein, irrevocably and unconditionally (i) consents and agrees to the terms set forth below, (ii) appoints the Collateral Agent to consent, agree and to otherwise act as its agent with respect to the terms set forth below and (iii) instructs the Pari Passu Collateral Agent, the Collateral Agent and the Administrative Agent to take all actions required with respect to the Loan Obligations, the Intercreditor Agreement and the related Collateral to give effect to such terms upon the effectiveness of such provisions as set forth in clauses (b) through (d) below.

(b) Need for Requisite Consents. The Company and its Restricted Subsidiaries agree that the provisions set forth in clauses (a), (c) and (d) shall become effective only upon the requisite Pari Passu Secured Parties, other than the Collateral Agent and the other Secured Parties (the consent and instruction with respect thereto will be provided as set forth above), providing any applicable consent or instructions required under the Intercreditor Agreement and the applicable Pari Passu Document (collectively, the “Requisite Consents”). For the avoidance of doubt, none of the foregoing shall permit any Person to take, or prohibit any Person from taking, any action for which any Pari Passu Document requires the consent of each holder of Pari Passu Obligations, in each case, prior to the receipt of such consent.

(c) Partial Vessel Sales. Upon and after receipt of the Requisite Consents, the Grantors are permitted from time to time to sell, convey or otherwise transfer to another Person (the “Vessel Minority Interest Owner”) partial interests in a Vessel, subject to the terms and conditions set forth in the applicable Pari Passu Document, including without limitation, the terms of this Agreement and the Collateral Agreements; provided that, in any event, such sale, conveyance, or transfer shall be subject to the Ship Mortgage with respect to such Vessel. If the Pari Passu Collateral Agent receives any amount in payment or on account of any Pari Passu Secured Obligations and the Pari Passu Collateral Agent pays or distributes to the Vessel Minority Interest Holder all or part of such amount by reason of clause (i) or (ii) below, then each Grantor shall be and remain liable to the Pari Passu Secured Parties for, and the Pari Passu Secured Obligations shall not be reduced by, the amount so paid or distributed to the same extent as if such amount had never originally been received by the Pari Passu Collateral Agent, and any guarantee of the Pari Passu Secured Obligations with respect to such amount shall continue to be effective or be reinstated, as the case may be, all as if such payment or distribution had not occurred. In connection with the foregoing:

(i) upon the occurrence of any Event of Loss (however defined in any Pari Passu Document) in respect of the applicable Vessel and the receipt of Event of Loss Proceeds by the Pari Passu Collateral Agent, notwithstanding the redemption provisions set forth in Section 2.06(c) or the equivalent redemption or repayment provisions in any other Pari Passu Document to the contrary, the Pari Passu Collateral Agent shall distribute such Event of Loss Proceeds as follows:

(A) first, to the payment of all unpaid fees, expenses, reimbursements and indemnification amounts owed to the Pari Passu Collateral Agent and any other Agent (which, for the purpose of this Schedule only, shall have the meaning given to such term in the Intercreditor Agreement) or Authorized Representative and all fees owed to any of them in connection with the collection of such proceeds (regardless of whether allowed or allowable as a claim in any bankruptcy proceeding), pro rata in accordance with the relative amounts thereof on the date of any payment or distribution; and

Schedule 6.06(h) to Second Term Loan Agreement

(B) second, with the remaining balance of the applicable Event of Loss Proceeds after giving effect to the distribution set forth in the immediately preceding subclause (A), (1) to such Vessel Minority Interest Owner, in an amount equal to the product of (x) such remaining balance and (y) the percentage of ownership interest in the applicable Vessel of the Vessel Minority Interest Owner and (2) to the Pari Passu Secured Parties, in an amount equal to the product of (x) such remaining balance and (y) the percentage of ownership interest in the applicable Vessel not owned by such Vessel Minority Interest Owner, to be distributed in accordance with the terms of the Intercreditor Agreement;

(ii) upon any exercise of rights and remedies by the Pari Passu Collateral Agent or any other Pari Passu Secured Party pursuant to applicable law or any Pari Passu Document with respect to the applicable Vessel or the proceeds thereof, the Pari Passu Collateral Agent shall distribute the proceeds of any Shared Payments received in respect thereof as follows:

(A) first, to the payment in full of (x) all obligations secured by liens and encumbrances existing on or with respect to such Vessel (other than the relevant Ship Mortgage) and (y) all other obligations having priority to the relevant Ship Mortgage under applicable law;

(B) second, to the payment of all unpaid fees, expenses, reimbursements and indemnification amounts owed to the Pari Passu Collateral Agent and all fees owed to it in connection with such collection or sale or otherwise in connection with the Intercreditor Agreement or any other Pari Passu Document (regardless of whether allowed or allowable as a claim in any bankruptcy proceeding), pro rata in accordance with the relative amounts thereof on the date of any payment or distribution; and

(C) third, with the remaining balance of the applicable Shared Payments after giving effect to the distributions set forth in the immediately preceding subclauses (A) and (B), (1) to such Vessel Minority Interest Owner, in an amount equal to the product of (x) such remaining balance and (y) the percentage of ownership interest in the applicable Vessel of the Vessel Minority Interest Owner and (2) to the Pari Passu Secured Parties, in an amount equal to the product of (x) such remaining balance and (y) the percentage of ownership interest in the applicable Vessel not owned by such Vessel Minority Interest Owner, to be distributed in accordance with the terms of the Intercreditor Agreement;

(iii) any bill of sale or other instrument of partial transfer shall state on its face that the interest transferred to the Vessel Minority Interest Owner is subject to the lien of the relevant Ship Mortgage, and the Vessel Minority Interest Owner shall explicitly acknowledge to the Pari Passu Collateral Agent that the Vessel Minority Interest Owner takes such interest subject to the relevant Ship Mortgage; and

(iv) no provision of any Pari Passu Document shall limit or otherwise prohibit or restrict such Grantor’s ability to distribute to such Vessel Minority Interest Owner its pro rata share of revenue, earnings or other distributions due and owing and made in respect of such Vessel; provided that this clause (iv) shall be subject to the foregoing clauses (i) through (iii) and shall not modify or limit the application of any provision of any Pari Passu Document.

(d) Authorization of Agents. Notwithstanding anything to the contrary in any Pari Passu Document, upon and after receipt of the Requisite Consents, without the need for any further consent or other action by any Pari Passu Secured Party or Agent, then the Pari Passu Collateral Agent, the Controlling Party and any other Agent or other representative whose consent is otherwise required may amend, restate, supplement or otherwise modify any Pari Passu Document, including, without limiting the generality of the foregoing, all security agreements, ship mortgages, financing statements, other lien instruments, insurance arrangements and agreements, and intercreditor agreements, enter into one or more other Pari Passu Documents and may take any other action that is reasonably incidental thereto to give effect to or to evidence the foregoing, and each of:

(i) each applicable Agent;

(ii) each Authorized Representative, including without limitation the applicable Controlling Party;

(iii) the applicable Controlling Secured Parties; and

Schedule 6.06(h) to Second Term Loan Agreement

(iv) the Pari Passu Collateral Agent,

will then take such actions as may be requested by the Company or the applicable Restricted Subsidiary in its reasonable discretion to give effect to or to evidence the foregoing and that are otherwise not prohibited by any of the Pari Passu Documents and each such Agent, Authorized Representative, Controlling Party or Pari Passu Collateral Agent shall act upon the written instruction of the Company or the applicable Restricted Subsidiary with respect thereto. Upon and after the receipt of the Requisite Consents, no Pari Passu Secured Party shall contest, protest or object to any action taken by the Pari Passu Collateral Agent, the Controlling Secured Parties, the Controlling Party or any applicable Agent or any other exercise by the Pari Passu Collateral Agent, the Controlling Party, the Controlling Secured Parties or any applicable Agent, in each case, to the extent (and only to the extent) that the Pari Passu Collateral Agent, the Controlling Party, the Controlling Secured Parties or such Agent, as the case may be, considers such action or exercise necessary or desirable to give effect to or to evidence the foregoing.

Schedule 6.06(h) to Second Term Loan Agreement

SCHEDULE 6.18(d)

POST-CLOSING ACTIONS

I. Deliver or cause to be delivered to the Pari Passu Collateral Agent, the following items, as soon as reasonably practicable, but in any event by no later than the date specified below with respect to such item, in each case, set forth below, in form and substance reasonably satisfactory to the Administrative Agent:

a. Not later than 11:59 p.m., Eastern Standard Time, March 28, 2013, fully executed and compiled Collateral Agreements to be executed in Hungary;

b. Not later than 11:59 p.m., Eastern Standard Time, April 1, 2013, fully executed and compiled Opinions of Counsel delivered by Morgan and Morgan in connection with the 2023 Indenture;

c. Not later than 11:59 p.m. Eastern Standard Time, April 1, 2013, fully executed and compiled amendments to those certain Ship Mortgages, including all attachments thereto, with respect to the (i) Topaz Driller; (ii) Emerald Driller; (iii) Sapphire Driller; and (iv) Aquamarine Driller;

d. Within 30 days of the date hereof, the Promissory Note, and related allonge, dated effective as of October 1, 2012 executed by Tungsten Explorer Company, as maker, and payable to the order of the Company, as payee, in the amount of $75,000,000;

e. Within 30 days of the date hereof, the Promissory Note, and related allonge, dated November 16, 2012 executed by Vantage Deepwater Drilling, Inc., as maker, and payable to the order of the Company, as payee, in the amount of $25,000,000;

f. Within 30 days of the date hereof, the Promissory Note, and related allonge, dated June 7, 2012 executed by Vantage Deepwater Drilling, Inc., as maker, and payable to the order of the Company, as payee, in the amount of $350,000;

g. Within 30 days of the date hereof, the Promissory Note, and related allonge, dated June 13, 2012, executed by Vantage Deepwater Drilling, Inc., as maker, and payable to the order of the Company, as payee, in the amount of $6,000,000; and

h. Within 30 days of the date hereof, the Promissory Note, and related allonge, dated August 28, 2012, executed by Vantage Deepwater Drilling, Inc., as maker, and payable to the order of the Company, as payee, in the amount of $25,000,000.

Schedule 6.18(d) to Second Term Loan Agreement

II. Deliver or cause to be delivered to the Administrative Agent, the following items, within two (2) Business Days after the Closing Date, in form and substance reasonably satisfactory to the Administrative Agent:

a. a true correct and complete copy of the duly provisionally recorded, in the appropriate public registry in Panama the Panamanian Mortgage Amendment with respect to each Panamanian Flagged Vessel; and

b. an opinion of Morgan & Morgan, Panamanian legal counsel to the Credit Parties, dated as of the date that clause (II)(a) above is satisfied, addressed to the Administrative Agent, the Collateral Agent and the Lenders.

Each of the Borrowers hereby agrees, on behalf of itself and the other Credit Parties, that, notwithstanding anything to the contrary in the Second Term Loan Agreement, the Secured Parties may treat the failure to timely deliver to the Pari Passu Collateral Agent or the Administrative Agent, as the case may be, each of the instruments, documents and other information set forth in above, in each case by no later than the date set forth therein or such later date as the Administrative Agent may agree in its sole discretion, as an Event of Default under the Second Term Loan Agreement, and the Secured Parties will be entitled to exercise any and all rights and remedies under the Second Term Loan Agreement in respect thereof.

Schedule 6.18(d) to Second Term Loan Agreement

EX-10.2

Exhibit 10.2

EXECUTION VERSION

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 FROM TIME TO TIME PARTY HERETO,

as Lenders,

ROYAL BANK OF CANADA,

as Administrative Agent,

and

RBC CAPITAL MARKETS⁽¹⁾,

as Sole Lead Arranger and Sole Bookrunner

(1) RBC Capital Markets is the global brand name for the corporate and investment banking businesses of Royal Bank of Canada and its affiliates.

TABLE OF CONTENTS

		Page
ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS			2
Section 1.01	Certain Defined Terms		2
Section 1.02	Computation of Time Periods		39
Section 1.03	Accounting Terms		39
Section 1.04	Miscellaneous		39
ARTICLE II. THE CREDIT FACILITY			40
Section 2.01	Advances		40
Section 2.02	Method of Borrowing		40
Section 2.03	Fees		44
Section 2.04	Repayment		45
Section 2.05	Interest		45
Section 2.06	Prepayments		46
Section 2.07	Funding Losses		48
Section 2.08	Increased Costs		48
Section 2.09	Payments and Computations		50
Section 2.10	Taxes		51
Section 2.11	Sharing of Payments, Etc.		54
Section 2.12	Applicable Lending Offices		55
Section 2.13	Letters of Credit		55
Section 2.14	Joint and Several Liability of the Borrowers		60
Section 2.15	Mitigation Obligations; Replacement of Lenders		61
Section 2.16	Defaulting Lenders		62
ARTICLE III. CONDITIONS OF LENDING			64
Section 3.01	Conditions Precedent to Closing		64
Section 3.02	Conditions Precedent to Each Advance		67
Section 3.03	Determinations Under Sections 3.01 and 3.02		67
ARTICLE IV. REPRESENTATIONS AND WARRANTIES			67
Section 4.01	Existence		67
Section 4.02	Power and Authority		67
Section 4.03	Authorization and Approvals		68
Section 4.04	Enforceable Obligations		68
Section 4.05	Financial Statements; No Material Adverse Effect		68
Section 4.06	True and Complete Disclosure		69
Section 4.07	Litigation		69
Section 4.08	Compliance with Laws		69
Section 4.09	No Default		70
Section 4.10	Subsidiaries; Corporate Structure		70

i

Section 4.11	Condition of Properties	70
Section 4.12	Environmental Condition	70
Section 4.13	Insurance	71
Section 4.14	Taxes	71
Section 4.15	ERISA Compliance	71
Section 4.16	Security Interests	72
Section 4.17	Labor Relations	72
Section 4.18	Intellectual Property	73
Section 4.19	Solvency	73
Section 4.20	Government Regulations	73
Section 4.21	Investment Company Act	74
ARTICLE V. AFFIRMATIVE COVENANTS		74
Section 5.01	Preservation of Existence, Etc.	74
Section 5.02	Compliance with Laws, Etc.	75
Section 5.03	Maintenance of Property	75
Section 5.04	Maintenance of Insurance	75
Section 5.05	Payment of Taxes, Etc.	75
Section 5.06	Reporting Requirements	75
Section 5.07	Other Notices	77
Section 5.08	Books and Records; Inspection	79
Section 5.09	Use of Proceeds	79
Section 5.10	Nature of Business	80
Section 5.11	Operation of Vessels	80
Section 5.12	Additional Guarantors	80
Section 5.13	Further Assurances in General	80
Section 5.14	Vessel Transfers and Partial Vessel Sales	81
Section 5.15	Tungsten Delivery Date	83
Section 5.16	Designation of Restricted and Unrestricted Subsidiaries	85
Section 5.17	Post-Closing Covenants	86
ARTICLE VI. NEGATIVE COVENANTS		86
Section 6.01	Liens, Etc.	86
Section 6.02	Debts, Guaranties and Other Obligations	89
Section 6.03	Merger or Consolidation	92
Section 6.04	Asset Dispositions	94
Section 6.05	Investments	97
Section 6.06	Restricted Payments	98
Section 6.07	Change in Nature of Business	100
Section 6.08	Transactions With Affiliates	100
Section 6.09	[Reserved]	102
Section 6.10	Agreements Restricting Liens and Distributions	102
Section 6.11	Limitation on Accounting Changes or Changes in Fiscal Periods	103
Section 6.12	Off-Balance Sheet Liabilities	104
Section 6.13	Amendment of Material Contracts	104

ii

Section 6.14	Operation of Vessels	104
Section 6.15	Bank Accounts	104
Section 6.16	Super Senior Debt to EBITDA	104
ARTICLE VII. EVENTS OF DEFAULT		105
Section 7.01	Events of Default	105
Section 7.02	Optional Acceleration of Maturity	107
Section 7.03	Automatic Acceleration of Maturity	108
Section 7.04	Non-exclusivity of Remedies	108
Section 7.05	Right of Set-off	108
Section 7.06	Application of Proceeds	109
ARTICLE VIII. THE GUARANTY		110
Section 8.01	Liabilities Guaranteed	110
Section 8.02	Nature of Guaranty	110
Section 8.03	Guarantor’s Waivers	110
Section 8.04	Maturity of Obligations, Payment	111
Section 8.05	Administrative Agent’s Expenses	112
Section 8.06	Liability	112
Section 8.07	Events and Circumstances Not Reducing or Discharging any Guarantor’s Obligations	112
Section 8.08	Subordination of All Guarantor Claims	114
Section 8.09	Claims in Bankruptcy	115
Section 8.10	Payments Held in Trust	115
Section 8.11	Benefit of Guaranty	115
Section 8.12	Reinstatement	115
Section 8.13	Liens Subordinate	116
Section 8.14	Guarantor’s Enforcement Rights	116
Section 8.15	Limitation	116
Section 8.16	Contribution Rights	116
ARTICLE IX. THE ADMINISTRATIVE AGENT AND THE ISSUING BANK		117
Section 9.01	Appointment and Authority	117
Section 9.02	Rights as a Lender	117
Section 9.03	Exculpatory Provisions	118
Section 9.04	Reliance by Administrative Agent	118
Section 9.05	Delegation of Duties	119
Section 9.06	Resignation of Administrative Agents	119
Section 9.07	Non-Reliance on Administrative Agent and Other Lenders	120
Section 9.08	Indemnification	120
Section 9.09	Collateral and Guaranty Matters	121
ARTICLE X. MISCELLANEOUS		122
Section 10.01	Amendments, Etc.	122

iii

Section 10.02	Notices, Etc.	124
Section 10.03	No Waiver; Cumulative Remedies	125
Section 10.04	Costs and Expenses	125
Section 10.05	Indemnification	126
Section 10.06	Successors and Assigns	127
Section 10.07	Confidentiality	131
Section 10.08	Execution in Counterparts	132
Section 10.09	Survival of Representations, etc.	132
Section 10.10	Severability	132
Section 10.11	Interest Rate Limitation	133
Section 10.12	The Platform	133
Section 10.13	Governing Law	133
Section 10.14	Submission to Jurisdiction	133
Section 10.15	Waiver of Jury	134
Section 10.16	Entire Agreement	134
Section 10.17	Judgment Currency	134
Section 10.18	USA Patriot Act Notice	135
Section 10.19	Intercreditor Agreement	135
Section 10.20	Special Provisions	136

iv

EXHIBITS:
Exhibit A	-	Form of Assignment and Acceptance
Exhibit B	-	Form of Joinder Agreement
Exhibit C	-	Form of Compliance Certificate
Exhibit D	-	Form of Notice of Borrowing
Exhibit E	-	Form of Notice of Continuation/Conversion
ANNEXES AND SCHEDULES:
Annex I	-	Commitments
Schedule 1.01(a)	-	Closing Date Guarantors
Schedule 1.01(b)	-	Existing Debt
Schedule 4.10	-	Subsidiaries
Schedule 6.08	-	Affiliate Transactions
Schedule 6.15	-	Bank Accounts
Schedule 10.02	-	Addresses for Notice

v

AMENDED AND RESTATED CREDIT AGREEMENT

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.

The Subsidiary Borrower, the Parent, the other Guarantors, the issuing bank and lenders party thereto (collectively, the “Existing Lenders”) and Royal Bank, as administrative agent (the “Existing Agent”), are parties to the Credit Agreement dated as of June 21, 2012 (the “Initial Closing Date”) (as amended by that certain First Amendment to Credit Agreement dated as of August 13, 2012 and that certain Second Amendment to Credit Agreement dated as of October 25, 2012, and as otherwise amended, restated, supplemented or modified prior to the date hereof, the “Existing Credit Agreement”).

The Subsidiary Borrower and the Parent have requested that the Existing Lenders amend the Existing Credit Agreement to, among other things, (a) create a separate tranche within the facility with respect to the issuance of Letters of Credit, (b) increase the aggregate Commitments to $200,000,000, (c) extend the Maturity Date for the facility thereunder, (d) modify the interest rates for the facility thereunder and (e) make Parent a borrower hereunder, and for the sake of clarity only, the Borrowers and the Lenders have decided to amend and restate the Existing Credit Agreement in its entirety as set forth herein.

The Existing Lenders, the Existing Agent, the Lenders and the Administrative Agent are willing to enter into such amendment and restatement of the Existing Credit Agreement on the terms and conditions set forth herein.

It is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities of the parties under the Existing Credit Agreement and that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the “Obligations” under, and as defined in, the Existing Credit Agreement as contemplated hereby. All Obligations hereunder are and shall continue to be secured by all Collateral on which a Lien is granted to the Pari Passu Collateral Agent to secure such Obligations pursuant to any Security Document.

In consideration of the mutual covenants and agreements herein contained, the parties hereto hereby (a) agree that the Existing Credit Agreement is amended and restated in its entirety by this Agreement and (b) further covenant and agree as follows:

(2) RBC Capital Markets is the global brand name for the corporate and investment banking businesses of Royal Bank of Canada and its affiliates.

ARTICLE I.

DEFINITIONS AND ACCOUNTING TERMS

Section 1.01 Certain Defined Terms. Any capitalized terms used in this Agreement that are defined in Article 9 of the UCC shall have the meanings assigned to those terms by the UCC as of the date of this Agreement. As used in this Agreement, the terms defined above shall have the meanings set forth therein and the following terms shall have the following meanings:

“2012 Term Loans” means the loans made pursuant to that certain 2012 Term Loan Facility.

“2012 Term Loan Agent” means the administrative agent under the 2012 Term Loan Facility, which shall initially be Citibank, N.A.

“2012 Term Loan Collateral Agent” means the collateral agent under the 2012 Term Loan Facility, which shall initially be Wells Fargo Bank, National Association.

“2012 Term Loan Facility” means that certain Term Loan Agreement dated as of October 25, 2012 by and among the Subsidiary Borrower, as co-borrower, the US Borrower (as therein defined), the Parent as a guarantor, the other guarantors party thereto, the lenders from time to time party thereto, the 2012 Term Loan Agent, and the 2012 Term Loan Collateral Agent, as collateral agent for such lenders.

“2013 Term Loans” means the loans made pursuant to that certain 2013 Term Loan Facility.

“2013 Term Loan Agent” means the administrative agent under the 2013 Term Loan Facility, which shall initially be Citibank, N.A.

“2013 Term Loan Collateral Agent” means the collateral agent under the 2013 Term Loan Facility, which shall initially be Wells Fargo Bank, National Association.

“2013 Term Loan Facility” means that certain Second Term Loan Agreement dated as of March 28, 2013 by and among the Subsidiary Borrower, as co-borrower, the US Borrower (as therein defined), the Parent as a guarantor, the other guarantors party thereto, the lenders from time to time party thereto, the 2013 Term Loan Agent, and the 2013 Term Loan Collateral Agent, as collateral agent for such lenders.

“2019 Indenture” means the Indenture dated as of October 25, 2012 among the Subsidiary Borrower, the 2019 Noteholder Collateral Agent, as trustee and noteholder collateral agent, and the Parent and each Subsidiary of the Subsidiary Borrower as guarantors thereunder (with such other guarantors as may thereafter be added from time to time) as amended, supplemented, amended and restated or otherwise modified from time to time.

“2019 Noteholder Collateral Agent” means the collateral agent for the benefit of the holders of the 2019 Senior Notes under the 2019 Indenture, together with its successors in such capacity.

“2019 Senior Notes” means the Subsidiary Borrower’s $1,150,000,000 7.5% senior secured notes due 2019 under the 2019 Indenture.

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“2023 Indenture” means the Indenture dated as of the date hereof, among the Subsidiary Borrower, the 2023 Noteholder Collateral Agent, as trustee and noteholder collateral agent, and the Parent and each Subsidiary of the Subsidiary Borrower as guarantors thereunder (with such other guarantors as may thereafter be added from time to time) as amended, supplemented, amended and restated or otherwise modified from time to time.

“2023 Noteholder Collateral Agent” means the collateral agent for the benefit of the holders of the 2023 Senior Notes under the 2023 Indenture, together with its successors in such capacity.

“2023 Senior Notes” means the Subsidiary Borrower’s $775,000,000 7.125% senior secured notes due 2023 under the 2023 Indenture.

“ABR” means, for any day, a fluctuating rate of interest per annum equal to the highest of (a) the US Prime Rate of interest in effect on such date, (b) the sum of the Eurodollar Rate for a one-month Interest Period on such day plus 1.0% per annum and (c) the sum of the Federal Funds Effective Rate in effect on such day plus 0.5% per annum. Any change in ABR due to a change in the US Prime Rate, the Federal Funds Effective Rate, or the Eurodollar Rate shall take place immediately without notice or demand of any kind.

“ABR Advance” means an Advance that bears interest at a rate determined by reference to ABR.

“Acceptable Security Interest” in any Property means a Lien which (a) exists in favor of the Administrative Agent for the benefit of the Secured Parties; (b) is superior to all other Liens other than Permitted Prior Liens and other Permitted Liens having priority under Legal Requirements and Liens securing the Senior Notes, which shall be subject to the Intercreditor Agreement; (c) secures the Obligations; (d) is perfected; and (e) is enforceable against the Loan Party that created such security interest.

“Account Control Agreement” means, with respect to any deposit account of any Loan Party that is held with a bank that is not the Administrative Agent, an agreement or agreements in form and substance reasonably acceptable to the Administrative Agent between the Administrative Agent (or the Pari Passu Collateral Agent pursuant to the Intercreditor Agreement) and such other bank or banks governing any such deposit accounts of such Loan Party pursuant to which the security interest of the Administrative Agent (or the Pari Passu Collateral Agent pursuant to the Intercreditor Agreement) in such deposit account shall be perfected.

“Acquired Debt” means, with respect to any specified Person:

(a) Debt of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person (regardless of the form of the applicable transaction by which such Person became a Restricted Subsidiary) or expressly assumed in connection with the acquisition of assets from any such Person, whether or not such Debt is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person or of such Debt being incurred in connection with the acquisition of assets; and

-3-

(b) Debt secured by a Lien encumbering any asset acquired by such specified Person.

(c) Acquired Debt will be deemed to be incurred on the date the acquired Person becomes a Restricted Subsidiary or the later of the date such Debt is incurred or the date of the related acquisition of assets from such Person.

“Additional Vessel” means a drilling rig or drillship or other vessel that is used or useful in the Permitted Business; provided however that upon the consummation of any Vessel Asset Sale permitted hereunder, any Additional Vessel that is the subject of such Vessel Asset Sale shall no longer constitute an Additional Vessel hereunder.

“Administrative Agent” means Royal Bank in its capacity as agent for the Lenders under the Loan Documents.

“Administrative Questionnaire” means an administrative questionnaire in a form supplied by the Administrative Agent.

“Advance” means the revolving loans made by the Revolving Credit Lenders to a Borrower under the Revolving Credit Tranche pursuant to this Agreement.

“Affiliate” of any Person, means any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person or any Subsidiary of such Person. The term “control” (including the terms “controlled by” or “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.

“Affiliate Transaction” has the meaning specified in Section 6.08.

“Agreement” has the meaning specified in the introductory paragraph hereto.

“Applicable Lending Office” means (a) with respect to any Lender, the office, branch, subsidiary, affiliate or correspondent bank of such Lender specified in its Administrative Questionnaire or such other office, branch, subsidiary, affiliate or correspondent bank as such Lender may from time to time specify to the Borrowers and the Administrative Agent from time to time and (b) with respect to the Administrative Agent, the address specified for such Person on Schedule 10.02 or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the other parties pursuant to Section 10.02.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

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“ASC 133” has the meaning specified in Section 6.17.

“Asset Disposition” means:

(a) the sale, lease, conveyance or other disposition of any assets or rights (except under an Internal Charter or Drilling Contract); provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Subsidiary Borrower and the Restricted Subsidiaries taken as a whole will be governed by Section 6.03 and not by Section 6.04;

(b) the issuance of Equity Interests in any of the Restricted Subsidiaries or the sale of Equity Interests in any of the Subsidiary Borrower’s Subsidiaries other than statutory or directors qualifying shares; and

(c) an Involuntary Transfer.

“Assignment and Acceptance” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06), and accepted by the Administrative Agent in accordance with Section 10.06, in substantially the form of Exhibit A or any other form approved by the Administrative Agent.

“Assignments” means, collectively, each Insurance Assignment and each Earnings Assignment among the Loan Parties and the Pari Passu Collateral Agent in form and substance reasonably acceptable to the Administrative Agent.

“Audited Financial Statements” means the audited consolidated balance sheet of the Parent and its Subsidiaries for the fiscal year ended December 31, 2012, together with the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Parent and its Subsidiaries, including the notes thereto.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

“Board of Directors” means: (a) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board; (b) with respect to a partnership, the board of directors of the general partner of the partnership; (c) with respect to a limited liability company, the managing member or members of any controlling committee of managing members thereof or the manager or any committee of managers; and (d) with respect to any other Person, the board or committee of such Person serving a similar function.

“Borrowing Date” means the date on which any Advance is made or any Letter of Credit is issued hereunder.

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“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, New York City and, if such day relates to any Eurodollar Advance, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

“Calculation Date” means the date on which the event occurred for which the calculation of Consolidated Cash Flow is made.

“Capital Expenditures” means, for any Person for any period, the aggregate of all expenditures in respect of the purchase or other acquisition of any fixed or capital asset (excluding normal replacements and maintenance which are properly charged to current operations) which should be capitalized in accordance with GAAP.

“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the stated maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

“Cash Equivalents” means:

(a) United States dollars;

(b) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than six months from the date of acquisition;

(c) certificates of deposit and Eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500,000,000 and a Thomson Bank Watch Rating of “B” or better;

(d) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (b) and (c) above entered into with any financial institution meeting the qualifications specified in clause (c) above;

(e) commercial paper having one of the two highest ratings obtainable from Moody’s or S&P and, in each case, maturing within six months after the date of acquisition;

(f) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (a) through (e) of this definition; and

(g) investments by Foreign Subsidiaries in (i) bank accounts and cash management facilities maintained at one of the three largest banks in the country in which such Foreign Subsidiary maintains its registered or local office and (ii) such investments as are comparable to the cash equivalents described in clauses (a) through (f) above that are customary investments for entities in such jurisdictions and that are consistent with the goal of preservation of capital and prudent under the circumstances.

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“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued.

“Change of Control” means the occurrence of any of the following:

(a) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Parent, the Subsidiary Borrower and the Restricted Subsidiaries taken as a whole (other than assets of Excluded Parent Subsidiaries) or the Subsidiary Borrower and the Restricted Subsidiaries taken as a whole, in either case, to any “person” (as that term is used in Section 13(d) of the Exchange Act);

(b) any “person” (as that term is used in Section 13(d) of the Exchange Act) acquires, directly or indirectly, in one or a series of transactions Beneficial Ownership of more than 50% of the Voting Stock of Parent (or any other direct or indirect parent of the Subsidiary Borrower) or the Subsidiary Borrower and maintains such Beneficial Ownership of more than 50% of the Voting Stock of Parent (or any other direct or indirect parent of the Subsidiary Borrower) or the Subsidiary Borrower, measured by voting power rather than number of shares, for more than 15 consecutive Business Days;

(c) the adoption of a plan relating to the liquidation or dissolution of Parent or the Subsidiary Borrower;

(d) the consummation of any transaction or any series of transactions (including, without limitation, any merger, consolidation or other business combination), the result of which is that any “person” (as that term is used in Section 13(d) of the Exchange Act), becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of Parent (or any other direct or indirect parent of the Subsidiary Borrower), measured by voting power rather than number of shares;

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(e) Parent or the Subsidiary Borrower consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, Parent or the Subsidiary Borrower, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of Parent or the Subsidiary Borrower or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of Parent or the Subsidiary Borrower outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance);

(f) the first day on which Parent ceases to own at least 90% of the outstanding Equity Interests of the Subsidiary Borrower;

(g) the first day on which a majority of the members of the Board of Directors of Parent are not Continuing Directors; or

(h) any “Change of Control” (or any comparable term) in any Indenture Document (as defined in the 2019 Indenture) or Indenture Document (as defined in the 2023 Indenture).

“Closing Date” means the date on which the conditions precedent set forth in Section 3.01 shall have been satisfied.

“Code” means the United States Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time, and any successor statute and all rules and regulations promulgated thereunder.

“Collateral” means all the “Collateral” as defined in any Security Document and shall include the Vessels.

“Collateral Assignment of Construction Contract” means a Deed of Assignment with respect to the Tungsten Construction Contract in form and substance acceptable to the Administrative Agent among one or more of the Loan Parties and Daewoo Shipbuilding & Marine Engineering Co., Ltd. in favor of the Collateral Agent or the Pari Passu Collateral Agent (as required pursuant to the Intercreditor Agreement).

“Commitment” means, with respect to any Lender, the Letter of Credit Commitment or the Revolving Credit Commitment of such Lender, as applicable. The aggregate Commitments of the Lenders as of the Closing Date are $200,000,000.

“Commitment Letter” means the letter dated April 11, 2012 between the Borrowers and the Administrative Agent.

“Commitment Period” means the period from and including the Closing Date until the Maturity Date (or, if earlier, the day on which the obligations of Revolving Credit Lenders to make Advances hereunder and the obligations of the Issuing Bank to issue Letters of Credit hereunder have been terminated pursuant to Section 7.02 or 7.03).

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“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Compliance Certificate” means a Compliance Certificate signed by a Responsible Officer of the Parent in substantially the form of the attached Exhibit C.

“Condensed Reported Financials” means the condensed, consolidating financial information of (a) the Parent, (b) the Subsidiary Borrower, (c) the subsidiary guarantors with respect to the Senior Notes, (d) the non-guarantor subsidiaries with respect to the Senior Notes and (e) consolidating and elimination entries representing adjustments to eliminate (i) investments in subsidiaries and (ii) intercompany transactions, which, for the avoidance of doubt, shall be reported in substantially the same form of as presented in the Parent’s annual report on Form 10-K for the fiscal year ended December 31, 2011 submitted to the SEC on March 15, 2012.

“Consolidated Cash Flow” means Parent Consolidated Cash Flow or Subsidiary Borrower Consolidated Cash Flow, as applicable, on the applicable calculation date.

“Consolidated Debt” means, as of any date of determination for any Person, an amount equal to the sum of all Debt of such Person and its Subsidiaries calculated on a consolidated basis as of such time.

“Consolidated EBITDA” means, for any Person for any period, without duplication, the sum of the following for such Person and its Subsidiaries on a consolidated basis, each calculated for such period: (a) Consolidated Net Income of such Person for such period of determination plus (b) to the extent deducted in determining Consolidated Net Income, Consolidated Interest Expense of such Person plus (c) charges against income for foreign, federal, state, and local taxes, depreciation and amortization expense (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash charges (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) plus (d) extraordinary or non-recurring charges or losses for such period minus (e) extraordinary or non-recurring gains for such period plus (f) to the extent deducted in determining Consolidated Net Income, any net loss realized by such Person in connection with an asset sale minus (f) the income of any other Person (other than wholly-owned Subsidiaries of such Person) in which such Person or a wholly owned Subsidiary of such Person has an ownership interest, all as determined on a consolidated basis in accordance with GAAP; provided that, (i) for the avoidance of doubt, deferred mobilization revenue (as customarily reported in the industry) shall not be deducted from “Consolidated EBITDA”, and (ii) if the Borrowers or any Restricted Subsidiary shall acquire or dispose of any business, asset or Vessel, during the period of four fiscal quarters ending on the last day of the fiscal quarter immediately preceding the date of determination for which financial statements are available or approve and expect to consummate within 30 days of the date of determination any such acquisition or disposition, then Consolidated EBITDA shall be calculated, in a manner reasonably satisfactory to the Administrative Agent, after giving pro forma effect to such acquisition (including the revenues of the properties acquired) or disposition, as if such acquisition or disposition had occurred on the first day of such period.

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“Consolidated Interest Coverage Ratio” means, with respect to any Person for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Consolidated Interest Expense of such Person for such period; provided, however, that the Consolidated Interest Coverage Ratio shall be calculated giving pro forma effect to any transaction that may be given pro forma effect in accordance with Article 11 of Regulation S-X under the Securities Act as in effect from time to time; provided, further, however, that (a) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the date of calculation, shall be excluded and (b) the Consolidated Interest Expense attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the date of calculation, shall be excluded, but only to the extent that the obligations giving rise to such Consolidated Interest Expense will not be obligations of the referent Person or any of the Restricted Subsidiaries (in the case of the Subsidiary Borrower) or the referent Person and its Subsidiaries (in the case of the Parent) following the date of calculation.

“Consolidated Interest Expense” means, for any Person for any period, sum, without duplication, of: (a) the consolidated interest expense of such Person and its Restricted Subsidiaries (in the case of the Subsidiary Borrower), or such Person and its Subsidiaries (in the case of Parent) for such period, whether paid or accrued (including, without limitation, amortization of original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net payments (if any) pursuant to Hedging Obligations but excluding (i) amortization of debt issuance costs; and (ii) any nonrecurring charges relating to any premium or penalty paid, write off of deferred finance costs or original issue discount or other charges in connection with redeeming or otherwise retiring any Debt prior to its stated maturity, to the extent that any of such nonrecurring charges constitute interest expense); and (b) the consolidated interest expense of such Person and any Restricted Subsidiaries (in the case of the Subsidiary Borrower) or such Person and its Subsidiaries (in the case of Parent) that was capitalized during such period.

“Consolidated Net Income” means, for any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries (in the case of the Subsidiary Borrower) or such Person and its Subsidiaries (in the case of Parent) for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

(a) the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary;

(b) the Net Income (but not loss) of any Person attributable to any partial interests in a Vessel will be included only to the extent of such partial interest;

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(c) the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders;

(d) the cumulative effect of a change in accounting principles will be excluded; and

(e) non-cash gains and losses due solely to fluctuations in currency values will be excluded.

“Consolidated Tangible Assets” means, with respect to any Person as of any date, the amount which, in accordance with GAAP, would be set forth under the caption “Total Assets” (or any like caption) on a consolidated balance sheet of such Person and its Restricted Subsidiaries, less all goodwill, patents, tradenames, trademarks, copyrights, franchises, experimental expenses, organization expenses and any other amounts classified as intangible assets in accordance with GAAP.

“Continue”, “Continuation”, and “Continued” each refers to a continuation of Advances for an additional Interest Period upon the expiration of the Interest Period then in effect for such Advances.

“Continuing Director” means, as of any date of determination, an individual who (a) is a member of the full Board of Directors of the Parent and (b) either (i) was a member of the Board of Directors of the Parent on the Closing Date or (ii) whose nomination for election or election to the Board of Directors of the Parent was approved by vote of at least a majority of the directors then still in office who were either directors on the Closing Date or whose election or nomination for election was previously so approved; provided, however, that if a majority of the members of the Board of Directors of Parent are at any time nominated for election by any single “person” or any group of persons having any agreement, arrangement or understanding with respect to nomination of directors (as the term “person” is used in Section 13(d) of the Exchange Act) and elected to the Board of Directors of Parent, each member so nominated and elected shall not be a Continuing Director, regardless of whether such member is currently serving, or has previously served, as a member of the Board of Directors of Parent.

“Contract Unwind Trigger” means the termination of the underlying Drilling Contract and the collection of all revenue and accounts receivable owing under such Drilling Contract to the applicable Restricted Subsidiary.

“Contract Winning Trigger” means the entering into of a Drilling Contract by any direct or indirect Subsidiary of Parent or the Subsidiary Borrower that is not already a Guarantor, under which the drilling services are to be performed by a Vessel, or any vessel that is 100% owned by the Subsidiary Borrower or any Restricted Subsidiary.

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“Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Advances and its Letter of Credit Exposure at such time.

“Debt” means, for any Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent,

(a) in respect of borrowed money;

(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(c) in respect of banker’s acceptances;

(d) representing Capital Lease Obligations;

(e) representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed; or

(f) representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Debt” includes all Debt of others secured by a Lien on any asset of the specified Person (whether or not such Debt is assumed by the specified Person) and, to the extent not otherwise included, the guarantee by the specified Person of any Debt of any other Person.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means (a) an Event of Default or (b) any event or condition which with notice or lapse of time or both would, unless cured or waived, become an Event of Default.

“Defaulting Lender” means any Lender (a) which has defaulted in its obligation to fund Advances hereunder within one Business Day of the date required to be funded by it hereunder, (b) which has failed to fund any portion of its participations in Letter of Credit Obligations required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder, (c) which has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three Business Days of the date when due, unless the subject of a good faith dispute, (d) which has notified any Borrower, the Administrative Agent or any Lender, in writing, or has made a public statement to the effect, that such Lender does not intend or expect to comply with any of its funding

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obligations under this Agreement or generally under other agreements in which it commits to extend credit, (e) which has failed, within three (3) Business Days after request by the Administrative Agent or any Borrower to provide a certification in writing in form and substance satisfactory to the requesting Person from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Advances and participations in then outstanding Letters of Credit under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (e) upon receipt of such certification in form and substance satisfactory to the Administrative Agent and each Borrower or (f) which becomes, or has a parent that has become insolvent or the subject of a proceeding under any Debtor Relief Law; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Lender.

“Designated Non-cash Consideration” means the fair market value of non-cash consideration received by Parent, the Subsidiary Borrower or a Restricted Subsidiary in connection with an Asset Disposition, less the amount of cash or Cash Equivalents received in connection with a subsequent sale or other disposition of such Designated Non-cash Consideration. For the avoidance of doubt, the assets described in clauses (A), (B) and (C) of the last paragraph of Section 6.04 shall not constitute Designated Non-cash Consideration.

“Disqualified Stock” means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Equity Interest), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Equity Interest, in whole or in part, on or prior to the date that is 91 days after the date on which the Obligations or the Senior Notes mature. Notwithstanding the preceding sentence, the following will not constitute Disqualified Stock: (a) any Equity Interest that would constitute Disqualified Stock solely because the holders of the Equity Interests have the right to require Parent or the Subsidiary Borrower to repurchase such Equity Interests upon the occurrence of a change of control or an asset sale if the terms of such Equity Interests provide that Parent or the Subsidiary Borrower may not repurchase or redeem any such Equity Interests pursuant to such provisions unless such repurchase or redemption complies with Section 6.06 hereof; and (b) Equity Interests that are convertible or exchangeable into other Equity Interests. The amount of Disqualified Stock deemed to be outstanding at any time for purposes of this Agreement will be the maximum amount that Parent or the Subsidiary Borrower and the Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.

“Dollars” and “$” means the lawful money of the United States of America.

“Domestic Subsidiary” means any Subsidiary of Parent that is organized under the Laws of the United States, a State thereof or the District of Columbia.

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“Drilling Contract” means any drilling contract in respect of any Vessel or other contract for use of any Vessel (except Internal Charters and Permitted Third Party Charters).

“Drillship” means each of (a) the Bahamian flag vessels the Platinum Explorer, the Titanium Explorer and, upon delivery to the applicable Loan Party, the Tungsten Explorer, and (b) any other drillship hereafter acquired by any Loan Party.

“Earnings Assignment” means collectively the first priority assignments of earnings in favor of the Administrative Agent given by any Loan Party and each applicable Internal Charterer respecting all earnings derived from the Vessels and their respective operations, as the same may be amended, supplemented or modified from time to time.

“Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and (d) any other Person (other than a natural person) approved by the Administrative Agent, and, so long as no Event of Default exists, the Parent, in either case, such approval not to be unreasonably withheld or delayed; provided that notwithstanding the foregoing, “Eligible Assignee” shall not include any Defaulting Lender, any natural person or the Parent or any of the Parent’s Affiliates or Subsidiaries.

“Environmental Claim” means any allegation, notice of violation, action, lawsuit, claim, demand, judgment, order or proceeding by any Governmental Authority or any Person for liability or damage, including, without limitation, personal injury, property damage, contribution, indemnity, direct or consequential damages, damage to the environment, nuisance, pollution, or contamination, or for fines, penalties, fees, costs, expenses or restrictions arising under or otherwise related to an obligation under Environmental Law.

“Environmental Law” means all current and future Federal, state, local and foreign laws (including common law), treaties, regulations, rules, ordinances, codes, decrees, judgments, directives, orders (including consent orders), and agreements in each case, relating to protection of the environment, natural resources, human health and safety or the presence, Release of, or exposure to, Hazardous Materials, or the generation, manufacture, processing, distribution, use, treatment, storage, transport, recycling or handling of, or the arrangement for such activities with respect to, Hazardous Materials.

“Environmental Liability” means all liabilities, obligations, damages, losses, claims, actions, suits, judgments, orders, fines, penalties, fees, expenses and costs (including administrative oversight costs, natural resource damages and remediation costs), whether contingent or otherwise, arising out of or relating to (a) compliance or non-compliance with any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permit” means any permit, license, order, approval or other authorization under any Environmental Law.

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“Equity” means, for any Person at any time, the total shareholders’ equity of such Person and its Subsidiaries on a consolidated basis determined in accordance with GAAP.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity interests in any Person, or any obligations convertible into or exchangeable for, or giving any Person a right, option or warrant to acquire, such equity interests or such convertible or exchangeable obligations (but excludes any debt security that is convertible into, or exchangeable for, Equity Interests).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time-to-time, and any successor statute and all rules and regulations promulgated thereunder.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Parent within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Parent or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Parent or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Parent or any ERISA Affiliate.

“Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D.

“Eurodollar Advance” means an Advance that bears interest based on the Eurodollar Rate.

“Eurodollar Rate” means, with respect to a Eurodollar Advance for the relevant Interest Period, (a) the rate of interest per annum determined by the Administrative Agent, which is equal to the offered rate that appears on the page of the Reuters LIBOR01 screen (or any successor thereto as may be selected by the Administrative Agent) that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period, or (b) if the rates referenced in the preceding subsection (a) are not available, the rate per annum determined by the Administrative Agent as the rate of interest at which deposits in Dollars for delivery on the first day of such Interest

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Period in same day funds in the approximate amount of the Eurodollar Advance being made, continued or converted by the Administrative Agent and with a term and amount comparable to such interest period and principal amount of such Eurodollar Advance as would be offered by the Administrative Agent’s London Branch to major banks in the offshore Dollar market at their request at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period.

“Eurodollar Rate Reserve Percentage” of any Lender for the Interest Period for any Eurodollar Advance means the reserve percentage applicable during such Interest Period (or if more than one such percentage shall be so applicable, the daily average of such percentages for those days in such Interest Period during which any such percentage shall be so applicable) under regulations issued from time-to-time by the Federal Reserve Board for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for such Lender with respect to liabilities or assets consisting of or including Eurocurrency Liabilities having a term equal to such Interest Period. The Eurodollar Rate Reserve Percentage shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Event of Default” has the meaning set forth in Section 7.01.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC thereunder.

“Excluded Parent Subsidiaries” means the current and future Subsidiaries of Parent that are not Guarantors. As of the Closing Date, the Excluded Parent Subsidiaries will consist of Vantage Luxembourg I SARL, Vantage Energy Services Inc., Vantage International Management Company Pte. Ltd., Vantage International Payroll Company, Vantage Driller V Co., Vantage Driller VI Co., Vantage Holdings Malaysia II Co., Vantage Drilling Malaysia II Sdn. Bhd., Vantage Deepwater Holdings Company, Vantage Holdings Caymans, Platinum Explorer Company, Titanium Explorer Company, Cobalt Explorer Company, Vantage Luxembourg II SARL and Advantage ODC Limited.

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason not to constitute an “eligible contract participant” as defined in the Commodity Exchange Act at the time the Guarantee of such Guarantor becomes effective with respect to such related Swap Obligation.

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender, the Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of a Loan Party hereunder, (a) taxes imposed on or measured by its overall net income or profits (however denominated), and franchise taxes imposed on it (in lieu of or in addition to net income taxes), by the jurisdiction (or any political subdivision thereof) (i) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any

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Lender, in which its Applicable Lending Office is located, or (ii) as a result of a present or former connection between it and the jurisdiction (or any political subdivision thereof) imposing such tax (other than any such connection arising solely from it having executed, delivered, become a party to, performed its obligations, received a payment under, received or perfected a security interest under, or enforced, this Agreement or any other Loan Document), (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any jurisdiction described in (a) or any other jurisdiction in which such Loan Party is located, (c) in the case of a Lender, any withholding tax that (i) is imposed on amounts payable to such Lender at the time such Lender becomes a party hereto (or designates a new lending office), except to the extent that such Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from such Loan Party with respect to such withholding tax pursuant to Section 2.10(a), or (ii) is attributable to such Lender’s failure or inability (other than as a result of a Change in Law) to comply with Sections 2.10(e) or 2.10(g) and (d) any U.S. federal withholding taxes imposed pursuant to FATCA.

“Existing Agent” has the meaning specified in the recitals hereto.

“Existing Credit Agreement” has the meaning specified in the recitals hereto.

“Existing Debt” means Debt of Parent, the Subsidiary Borrower, the Other Guarantors or any Restricted Subsidiary in existence on the Closing Date and described on Schedule 1.01(b), until such amounts are repaid.

“Existing Lenders” has the meaning specified in the recitals hereto.

“Existing Letters of Credit” means any Letter of Credit issued pursuant to the Existing Credit Agreement.

“FATCA” means Sections 1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof.

“Federal Funds Effective Rate” means, for any day, a fluctuating interest rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published for such day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations at approximately 10:00 a.m. (New York time) on such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System or any of its successors.

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“Fee Letter” means the letter dated March 28, 2013 between the Borrowers and the Administrative Agent.

“Foreign Deposit Accounts” means, accounts that are maintained outside of the United States.

“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which any Loan Party is resident for tax purposes. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“Fronting Exposure” means, at any time there is a Defaulting Lender, with respect to the Issuing Bank, such Defaulting Lender’s Pro Rata Share of the outstanding Letter of Credit Obligations other than Letter of Credit Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or cash collateralized in accordance with the terms hereof.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“GAAP” means United States generally accepted accounting principles applied on a consistent basis.

“Governmental Authority” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank, or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Governmental Proceedings” means any action or proceedings by or before any Governmental Authority, including, without limitation, the promulgation, enactment or entry of any Legal Requirement.

“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Debt or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Debt or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the owner of such Debt or other obligation of the payment or performance of such Debt or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the

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primary obligor so as to enable the primary obligor to pay such Debt or other obligation, or (iv) entered into for the purpose of assuring in any other manner the owner of such Debt or other obligation of the payment or performance thereof or to protect such owner against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Debt or other obligation of any other Person, whether or not such Debt or other obligation is assumed by such Person; provided, however, that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Guarantors” the Parent, the Subsidiary Borrower, each Restricted Subsidiary of the Subsidiary Borrower and certain other Subsidiaries of Parent that become a party to this Agreement pursuant to Section 5.12, in each case, together with their respective successors and assigns until the Guarantee of such Person has been released in accordance with the provisions of this Agreement. As of the Closing Date, the Guarantors shall be those Persons listed on Schedule 1.01(a).

“Hazardous Material” means (a) any petroleum products or byproducts and all other hydrocarbons, coal ash, radon gas, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls and chlorofluorocarbons and (b) any chemical, material, substance or waste that is prohibited, limited or regulated by or pursuant to any Environmental Law.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under any Swap Contract.

“Immaterial Subsidiary” means any Subsidiary of the Subsidiary Borrower or any of the Restricted Subsidiaries, in each case designated by the Subsidiary Borrower, the book value of the assets of which is not greater than $25,000 at any time; provided, that the aggregate book value of the assets of all Immaterial Subsidiaries may not exceed $100,000 at any time.

“Indemnified Taxes” means any Taxes other than Excluded Taxes.

“Initial Closing Date” has the meaning specified in the recitals hereto.

“Insurance Advisor” means Willis Group or another independent insurance advisor to the Pari Passu Collateral Agent who is reasonably satisfactory to Parent and who is not the Parent’s independent marine insurance broker.

“Insurance Assignment” means collectively the first priority assignments of insurance in favor of the Administrative Agent given by any Loan Party and the applicable Internal Charterer, if any, respecting all insurance covering the Vessels or their respective operations, as the same may be amended, restated, supplemented or modified from time to time.

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“Intercreditor Agreement” means that certain Amended and Restated Intercreditor Agreement entered into as of October 25, 2012 by and among the Pari Passu Collateral Agent, the 2019 Noteholder Collateral Agent, the Administrative Agent, the Term Loan Agent, the Term Loan Collateral Agent, and the Noteholder Collateral Agent, as it may be amended, restated, supplemented or otherwise modified, including pursuant to the Joinder Agreements (as defined in the Intercreditor Agreement) delivered by the 2023 Noteholder Collateral Agent, including in its capacity as trustee under the 2023 Indenture, the 2013 Term Loan Agent and the 2013 Term Loan Collateral Agent on the Closing Date, in form and substance reasonably acceptable to the Administrative Agent.

“Interest Period” means, for each Eurodollar Advance, the period commencing on the date of such Eurodollar Advance or the date of the conversion of any existing ABR Advance into such Eurodollar Advance and ending on the last day of the period selected by the applicable Borrower pursuant to the provisions below and Section 2.02 and, thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected or deemed selected by such Borrower pursuant to the provisions below and Section 2.02. The duration of each such Interest Period shall be one, two or three months, in each case as such Borrower may select; provided, however, that:

(a) Interest Periods commencing on the same date for Advances by each Lender shall be of the same duration;

(b) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided that if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day;

(c) any Interest Period which begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month in which it would have ended if there were a numerically corresponding day in such calendar month; and

(d) other than as set forth herein, no Borrower may select any Interest Period for any Advance which ends after the Maturity Date.

“Internal Charter” means any charter or other contract respecting the use or operations of any Vessel between any Guarantor that is a Vessel owner and any Internal Charterer.

“Internal Charter Unwind Trigger” means the termination of the underlying Internal Charter and the collection of all revenue and accounts receivable owing under such Internal Charter to the applicable Subsidiary.

“Internal Charterer” means any Subsidiary of the Borrowers that is not the owner of the relevant Vessel and that is a party to any Drilling Contract or any bareboat charter or other such charter in respect of a Vessel that is 100% owned by the Subsidiary Borrower or any Restricted Subsidiary.

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“Investment” of any Person means any loan, advance (other than commission, travel and similar advances to officers and employees, drawing accounts and similar expenditures or prepayments or deposits made in the ordinary course of business) or extension of credit that constitutes Debt of the Person to whom it is extended or contribution of capital by such Person; stocks, bonds, mutual funds, partnership interests, notes (including structured notes), debentures or other securities owned by such Person; any deposit accounts and certificates of deposit owned by such Person (but excluding capital expenditures of such Person determined in accordance with GAAP).

“Involuntary Transfer” means, with respect to any property or asset of the Subsidiary Borrower or any Restricted Subsidiary, (a) any damage to such asset that results in an insurance settlement with respect thereto on the basis of a total loss or a constructive or compromised total loss, (b) the confiscation, condemnation, requisition of title, appropriation or similar taking regarding such asset by any government or instrumentality or agency thereof, including by deed in lieu of condemnation, or (c) foreclosure or other enforcement of a Lien or the exercise by a holder of a Lien of any rights with respect to it.

“IP Rights” has the meaning set forth in Section 4.18.

“Issuing Bank” means Royal Bank in its capacity as an issuer of Letters of Credit.

“Joinder Agreement” shall mean a joinder agreement substantially in the form of Exhibit B.

“LC Cash Collateral Account” means a special interest bearing cash collateral account pledged by the applicable Borrower to the Administrative Agent for the ratable benefit of the Secured Parties containing cash deposited pursuant to Section 7.02 or 7.03 to be maintained at the Administrative Agent’s office and bear interest or be invested in the Administrative Agent’s reasonable discretion in accordance with Section 2.13(f).

“LC Lender” means, at any time, any Person that has a Letter of Credit Commitment or outstanding Letter of Credit Exposure at such time. As of the Closing Date, the LC Lenders are those Persons listed on Annex I as having a Letter of Credit Commitment.

“Legal Requirement” means, as to any Person, any law, statute, ordinance, decree, award, requirement, order, writ, judgment, injunction, rule, regulation (or official interpretation of any of the foregoing) of, and the terms of any license or permit issued by, any Governmental Authority which is binding on such Person.

“Lenders” means, collectively, the LC Lenders and the Revolving Credit Lenders.

“Letter of Credit” means any letter of credit issued hereunder.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the Issuing Bank.

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“Letter of Credit Commitment” means, as to each Lender, its obligation to issue Letters of Credit, expressed as an amount representing the maximum aggregate amount of such Lender’s Credit Exposure hereunder, as such commitment may be (i) reduced from time to time pursuant to Section 2.06(c) and (ii) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 10.06. The initial amount of each Lender’s Letter of Credit Commitment is set forth on Annex I or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Letter of Credit Commitment, as applicable. The initial aggregate amount of the Lenders’ Letter of Credit Commitments is $32,000,000.

“Letter of Credit Tranche” means the tranche hereunder relating to the Letter of Credit Commitments and the Letters of Credit issued thereunder and the Lenders having Letter of Credit Commitments or Credit Exposure in respect of such Letters of Credit.

“Letter of Credit Documents” means, with respect to any Letter of Credit, such Letter of Credit, the related Letter of Credit Application and any agreements, documents, and instruments entered into in connection with or relating to such Letter of Credit.

“Letter of Credit Exposure” means, at any time, the sum of (a) the aggregate undrawn maximum face amount of each Letter of Credit outstanding at such time; provided, that with respect to any outstanding Letter of Credit that, by its terms or the terms of any Letter of Credit Document related thereto, provides for one or more automatic reductions in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the amount available to be drawn under such Letter of Credit after giving effect to all such reductions that have theretofore occurred and are in effect at the relevant time of determination, and (b) the aggregate unpaid amount of all Letter of Credit Obligations owing with respect to such Letters of Credit at such time. The Letter of Credit Exposure of any LC Lender at any time shall be the sum of its Pro Rata Share of the total Letter of Credit Exposure.

“Letter of Credit Obligations” means any obligations of the Borrowers under this Agreement in connection with the Letters of Credit.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien (statutory or other), pledge, assignment, preference, deposit arrangement, encumbrance, charge, security interest, priority or other security or preferential arrangement of any kind or nature whatsoever, whether voluntary or involuntary in or on such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Loan Documents” means this Agreement, any Notes issued pursuant to Section 2.02(g), the Letter of Credit Documents, the Security Documents, the Commitment Letter, the Fee Letter and each other agreement, instrument or document executed by any Loan Party or any of their respective officers at any time in connection with this Agreement, all as amended, restated, supplemented or modified from time to time.

“Loan Party” means any Borrower and any Guarantor.

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“Maintenance Capital Expenditures” means, without duplication, the sum of all Capital Expenditures used for the normal maintenance of any existing fixed or capital asset.

“Majority Lenders” means, as of any date of determination, (a) before all of the Commitments terminate, Lenders holding more than 50% of the then aggregate Commitments and (b) thereafter, Lenders holding more than 50% of the Credit Exposure at such time; provided that, at any time when one or more Lenders is a Defaulting Lender, the Commitment or Credit Exposure held by any Defaulting Lender shall be excluded for purposes of making a determination of Majority Lenders. The “Majority Lenders” of a particular Tranche means Lenders having Commitments under such Tranche representing more than 50% of the aggregate Commitments of all the Lenders under such Tranche at such time; provided that, if the Commitments under such Tranche have expired or been terminated, “Majority Lenders” means Lenders under such Tranche having more than 50% of the aggregate Credit Exposure of the Lenders under such Tranche at such time.

“Material Adverse Effect” means a material adverse change in, or a material adverse effect on, (a) the operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) of the Loan Parties and their Subsidiaries, taken as a whole, (b) a material impairment of the rights and remedies of the Administrative Agent or any Lender upon any Loan Document, or of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party or (c) the legality, validity, binding effect or enforceability against any Loan Party of any of the Loan Documents to which it is a party.

“Maturity Date” means the earlier of (a) April 25, 2017 and (b) the earlier acceleration of all Obligations pursuant to Article VII.

“Maximum Rate” means the maximum nonusurious interest rate under applicable Legal Requirements (determined under such laws after giving effect to any items which are required by such laws to be construed as interest in making such determination, including without limitation if required by such laws, certain fees and other costs).

“Moody’s” means Moody’s Investors Service, Inc, or any successor that is a national credit rating organization.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Parent or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however:

(a) any gain (but not loss), together with any related provision for taxes on such gain (but not loss), realized in connection with (1) any Asset Disposition or (b) the disposition of any securities by such Person or any of the Restricted Subsidiaries or the extinguishment of any Debt of such Person or any of the Restricted Subsidiaries; and

(b) any extraordinary gain (but not loss), together with any related provision for taxes on such extraordinary gain (but not loss).

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“Net Proceeds” means the aggregate cash proceeds received by the Subsidiary Borrower or any Restricted Subsidiaries in respect of any Asset Disposition (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Disposition), net of (1) the direct costs relating to such Asset Disposition, including without limitation, legal, accounting and investment banking fees, sales commission, relocation expenses incurred as a result of the Asset Disposition, and taxes paid or payable as a result of the Asset Disposition after taking into account any available tax credits or deductions and any tax sharing arrangements, and (2) any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

“Non-Recourse Debt” means Debt:

(a) as to which neither the Subsidiary Borrower nor any of the Restricted Subsidiaries (i) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Debt), (ii) is directly or indirectly liable as a guarantor or otherwise, or (iii) constitutes the lender;

(b) no default with respect to which (including any rights that the holders of the Debt may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Debt of the Subsidiary Borrower or any of the Restricted Subsidiaries to declare a default on such other Debt or cause the payment of the Debt to be accelerated or payable prior to its stated maturity; and

(c) as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of the Subsidiary Borrower or any of the Restricted Subsidiaries.

“Note” has the meaning specified in Section 2.02(g)(iv).

“Noteholder Collateral Agent” means the collateral agent for the benefit of the holders of the Senior Notes under each of the 2019 Indenture and the 2023 Indenture, together with its successors in such capacity.

“Notice of Borrowing” means a notice of borrowing in substantially the form of the attached Exhibit D signed by a Responsible Officer of the applicable Borrower.

“Notice of Continuation/Conversion” means a notice of continuation or conversion in substantially the form of the attached Exhibit E signed by a Responsible Officer of the applicable Borrower.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Advance, Letter of Credit or any Swap Contract to which a Swap Counterparty is a party (other than an Excluded Swap Obligation), whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and

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including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any law relating to bankruptcy, insolvency or reorganization or relief of debtors naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“Off-Balance Sheet Liability” of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (b) Synthetic Lease Obligations, or (c) any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheets of such Person (but, for the avoidance of doubt, excluding any Operating Leases).

“Operating Lease” of a Person means any lease of Property (other than a lease giving rise to a Capital Lease Obligation or an Off-Balance Sheet Liability) by such Person as lessee that has an original term (including any required renewals and any renewals effective at the option of the lessor) of one year or more.

“Other Guarantor” means a Guarantor that is a direct or indirect Subsidiary of Parent but not a direct or indirect Subsidiary of the Subsidiary Borrower and whose sole purpose is to be (a) a party to a Drilling Contract or an Internal Charter or (b) the parent company of an Internal Charterer, in each case, to the extent (i) such Subsidiary is not permitted to become a direct or indirect Subsidiary of the Subsidiary Borrower due to restrictions imposed by the terms of the applicable Drilling Contract, (ii) causing such Subsidiary to become a direct or indirect Subsidiary of the Subsidiary Borrower would result in adverse tax treatment or a violation of applicable Legal Requirements or (iii) the sole business and activity of such Subsidiary is to act as a bidding entity for Drilling Contracts. No Other Guarantor shall engage in any other business or activities or incur or guarantee any Debt (other than guarantees of the Obligations and the Senior Notes), and any earnings of such Other Guarantor attributable to any Drilling Contract or Internal Charter in respect of a Vessel shall be subject to the Earnings Assignment. As of the Closing Date, the Other Guarantors are Vantage Driller I Co., Vantage Driller II Co., and Vantage Driller IV Co., each a Cayman Islands exempted company with limited liability, Vantage Holding Hungary Kft, a Hungarian limited liability company, Vantage Drilling Netherlands BV, a private company with limited liability under the laws of the Netherlands and PT Vantage Drilling Company Indonesia, a company organized under the laws of Indonesia.

“Other Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“Parent” means Vantage Drilling Company, a Cayman Islands exempted company.

“Parent Consolidated Cash Flow” means, with respect to any period, the Consolidated Net Income of Parent for such period plus, without duplication:

(a) an amount equal to (1) any extraordinary loss plus (2) any net loss realized by Parent and its Subsidiaries in connection with an Asset Disposition, to the extent such losses were deducted in computing such Consolidated Net Income; plus

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(b) provision for taxes based on income or profits of Parent and its Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(c) the Consolidated Interest Expense of Parent and its Subsidiaries to the extent that such Consolidated Interest Expenses were deducted in computing such Consolidated Net Income; plus

(d) depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of Parent and its Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; minus

(e) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business, in each case, on a consolidated basis and determined in accordance with GAAP.

Parent Consolidated Cash Flow shall be calculated to give effect to the following:

(1) Pro forma effect shall be given to any acquisition of a company, business, asset or Additional Vessel that has been made by Parent or any of its Subsidiaries or to the commencement of operations of an Additional Vessel first delivered to Parent or any of its Subsidiaries, in each case, during the four-quarter reference period, or approved and expected to be consummated within 30 days of the calculation date, including, in each case, through a merger or consolidation or an acquisition, and including any related financing transactions, in each case during the four-quarter reference period or subsequent to such reference period and on or prior to the calculation date, in each case, as if such transaction had occurred on the first day of the applicable four-quarter reference period.

(2) With respect to the calculation of the Consolidated Interest Coverage Ratio for purposes of Section 6.02(a)(xiv) hereof, pro forma effect shall be given to any delivery to, or acquisition by, Parent or any of its consolidated Subsidiaries of any Additional Vessel or construction contract for such Additional Vessel usable in the normal course of business of Parent that is (or are) subject to a Qualified Services Contract; provided that:

(A) the amount of Parent Consolidated Cash Flow attributable to such Additional Vessel shall be calculated in good faith by a responsible financial or accounting officer of such Person;

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(B) in the case of earned revenues under a Qualified Services Contract, the Parent Consolidated Cash Flow shall be based on revenues actually earned pursuant to the Qualified Services Contract relating to such Additional Vessel or Additional Vessels, taking into account, where applicable, only actual expenses incurred without duplication in any measurement period;

(C) the amount of Parent Consolidated Cash Flow shall be the lesser of the Parent Consolidated Cash Flow derived on a pro forma basis from revenues for (i) the first full year of the Qualified Services Contract and (ii) the average of the Parent Consolidated Cash Flow of each year of such Qualified Services Contract for the term of the Qualified Services Contract;

(D) in determining the estimated expenses attributable to such Additional Vessel, the calculation shall give effect to the interest expense attributable to the incurrence, assumption or guarantee of any Debt relating to the construction, delivery and/or acquisition of such Additional Vessel (including Debt that is to be Incurred following the time of calculation in order to consummate the construction, acquisition and/or delivery of the Additional Vessel);

(E) with respect to any expenses attributable to an Additional Vessel, if the actual expenses differ from the estimate, the actual amount shall be used in such calculation;

(F) if a Qualified Services Contract is terminated, or is amended, supplemented or modified, following the calculation date, and after giving effect to the termination or the terms of such Qualified Services Contract as so amended, supplemented or modified, the Subsidiary Borrower would not have been able to but did incur additional Debt pursuant to the ratio set forth in Section 6.02(a)(xv) hereof, Parent will, at the time of any such event, be required to either: (a) repay all or any part of any such Debt that would not have been permitted to be incurred had the Qualified Services Contract or such amendments, supplements or modifications thereto not been in effect at the time such Debt was originally incurred, or (b) enter into a replacement Qualified Services Contract, the terms of which would have permitted the incurrence of such Debt had such replacement contract been in effect at the time such Debt was incurred; and

(G) notwithstanding the foregoing, the pro forma inclusion of Parent Consolidated Cash Flow attributable to any such Qualified Services Contract for the four-quarter reference period shall be reduced by the actual Parent Consolidated Cash Flow from such Additional Vessel previously earned and accounted for in the actual results for the four-quarter reference period, which actual Parent Consolidated Cash Flow may be included in the foregoing clause (1).

(3) The Parent Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the calculation date, shall be excluded.

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(4) The provision for taxes based on the income or profits of, and the depreciation, amortization and other non-cash expenses of, a Subsidiary (other than an Unrestricted Subsidiary) will be added to Consolidated Net Income to compute Parent Consolidated Cash Flow only to the extent that a corresponding amount would be permitted at the date of determination to be dividended to Parent by such Subsidiary without prior governmental approval (that has not been obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to the Subsidiary or its stockholders.

For the avoidance of doubt, (i) the calculation of the ratio test set forth in Section 6.02(a)(xiv) hereof, shall give effect to any incurrence, assumption or guarantee of any Debt relating to the construction, delivery and/or acquisition of any Additional Vessel in accordance with the foregoing clauses (1) and (2); and (ii) the acquisition of an Additional Vessel with actual earned Parent Consolidated Cash Flow and future Parent Consolidated Cash Flow expected by virtue of the existence of a Qualified Services Contract, may be given pro forma effect due to the combined effect of the foregoing clauses (1) and (2).

“Pari Passu Collateral Agent” has the meaning set forth in the Intercreditor Agreement.

“Pari Passu Obligations” has the meaning set forth in the Intercreditor Agreement.

“Payment Dates” means the last Business Day of each March, June, September and December.

“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Parent or any ERISA Affiliate or to which the Parent or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years.

“Permitted Business” means (a) with respect to the Subsidiary Borrower and the Restricted Subsidiaries, a business in which the Subsidiary Borrower and the Restricted Subsidiaries were engaged on the Closing Date, and any business reasonably related or complimentary thereto; and (b) with respect to Parent, the ownership of the Equity Interests in the Subsidiary Borrower and Parent’s other Subsidiaries and the business in which Parent is engaged on the Closing Date and any business reasonably related or complimentary thereto.

“Permitted Liens” has the meaning set forth in Section 6.01.

“Permitted Operating Expense and Tax Reimbursements” means, without duplication as to amounts, actual amounts paid by Parent for the benefit of the Subsidiary Borrower and the Restricted Subsidiaries in respect of bona fide goods, taxes, services and other operating expenses incurred from and after the Closing Date and relating to the Permitted Business of the

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Subsidiary Borrower and the Restricted Subsidiaries; provided that any amounts so paid to Parent are on terms no less favorable than those available in arm’s length transactions with unaffiliated third parties; provided further, that in no event shall any amounts that may be classified as Permitted Parent Payments be treated as Permitted Operating Expense and Tax Reimbursements.

“Permitted Parent Payments” means, without duplication as to amounts, payments to Parent by the Subsidiary Borrower or any Restricted Subsidiary to permit Parent to pay reasonable and bona fide franchise taxes and accounting, legal and administrative expenses of the Subsidiary Borrower and the Guarantors when due, in an aggregate amount not to exceed $25,000,000 per annum, which amount shall increase by 1.0% per annum on January 1 of each year, beginning on January 1, 2013.

“Permitted Prior Liens” means, at any time with respect to a Vessel:

(a) Liens for crews’ wages (including the wages of the master of the Vessel) that are either discharged in the ordinary course of business or are being contested in good faith and by appropriate proceedings diligently conducted or other acts by the relevant Loan Party and such Loan Party shall have set aside on its books adequate reserves with respect to such Lien and so long as such deferment in payment shall not subject the Vessel to sale, forfeiture or loss;

(b) Liens for salvage (including contract salvage) or general average, and Liens for wages of stevedores employed by the owner of the Vessel, the master of the Vessel or a charterer or lessee of such Vessel, if any such Lien is being contested in good faith and by appropriate proceedings diligently conducted or other acts by the relevant Loan Party and such Loan Party shall have set aside on its books adequate reserves with respect to such Lien and so long as such deferment in payment shall not subject the Vessel to sale, forfeiture or loss;

(c) shipyard Liens and other Liens arising by operation of law arising in the ordinary course of business in operating, maintaining and repairing the Vessel (other than those referred to in (i) and (ii) above), that are either discharged in the ordinary course of business or are being contested in good faith and by appropriate proceedings diligently conducted or other acts by the relevant Loan Party, and such Loan Party shall have set aside on its books adequate reserves with respect to such Lien and so long as such deferment in payment shall not subject the Vessel to sale, forfeiture or loss; provided that, except in respect of maritime Liens for necessaries provided in the United States to any Vessel registered under a foreign flag, any such Lien shall be permitted only to the extent it is subordinate to the Lien of the relevant Ship Mortgage in respect of such Vessel;

(d) Liens for damages arising from maritime torts which are covered by insurance and any deductible applicable thereto, or in respect of which a bond or other security has been posted on behalf of the relevant Loan Party with the appropriate court or other tribunal to prevent the arrest or secure the release of the Vessel from arrest, unless any such Lien is being contested in good faith and by appropriate proceedings or other acts by the relevant Loan Party, and such Loan Party shall have set aside on its books adequate reserves with respect to such Lien and so long as such deferment in payment shall not subject the Vessel to sale, forfeiture or loss;

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(e) Liens that, as indicated by the written admission of liability therefor by an insurance company, are covered by insurance (subject to reasonable deductibles);

(f) Liens for charters or subcharters or leases or subleases permitted under this Agreement; provided that any such Lien shall be permitted only to the extent it is subordinate to the Lien of the relevant Ship Mortgage in respect of such Vessel, except with respect to any such Lien in existence on the date hereof; and

(g) Liens of any Ship Mortgage in favor of the Administrative Agent.

“Permitted Refinancing Debt “ means any Debt of Parent, the Subsidiary Borrower or any of the Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge other Debt of Parent, the Subsidiary Borrower or any of the Restricted Subsidiaries (other than intercompany Debt); provided that:

(a) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Debt does not exceed the principal amount (or accreted value, if applicable) of the Debt renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Debt and the amount of all fees and expenses, including premiums, incurred in connection therewith);

(b) such Permitted Refinancing Debt has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Debt being renewed, refunded, refinanced, replaced, defeased or discharged;

(c) if the Debt being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the Senior Notes and the Obligations, such Permitted Refinancing Debt has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the Senior Notes and the Obligations on terms at least as favorable to the Secured Parties as those contained in the documentation governing the Debt being renewed, refunded, refinanced, replaced, defeased or discharged;

(d) in the case of Debt of the Subsidiary Borrower or any Restricted Subsidiary, such Debt is incurred either by the Subsidiary Borrower or by the Restricted Subsidiary or both the Subsidiary Borrower and the Restricted Subsidiary (along with the Parent in any case if the Parent was liable on such Debt), who is the obligor on the Debt being renewed, refunded, refinanced, replaced, defeased or discharged; and

(e) in the case of Debt of Parent, such Debt is incurred either by Parent or by an Excluded Parent Subsidiary or both Parent and an Excluded Parent Subsidiary who is the obligor on the Debt being renewed, refunded, refinanced, replaced, defeased or discharged.

“Permitted Third Party Charter” means the charter of a Vessel to a third party in conjunction with the conduct of drilling operations, where a Guarantor (other than Parent) effectively retains operational control of the Vessel and local law requires a resident person of the nation in whose waters the Vessel is located to charter the Vessel as a condition to the lawful conduct of drilling operations in such waters and where the Subsidiary Borrower or a Guarantor is the ultimate beneficiary of indemnities under the Drilling Contract.

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“Person” means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and governments and agencies and political subdivisions thereof.

“Plan” means any Pension Plan or Multiemployer Plan.

“Pro Rata Share” means, (a) with respect to each Lender under the Letter of Credit Tranche, (i) before all of the Letter of Credit Commitments terminate, the ratio (expressed as a percentage) of such Lender’s Letter of Credit Commitment to the aggregate Letter of Credit Commitments at such time and (ii) thereafter, the ratio (expressed as a percentage) of such Lender’s aggregate outstanding Letters of Credit at such time to the aggregate outstanding Letters of Credit of all the Lenders at such time and (b) with respect to each Lender under the Revolving Credit Tranche, (i) before all of the Revolving Credit Commitments terminate, the ratio (expressed as a percentage) of such Lender’s Revolving Credit Commitment to the aggregate Revolving Credit Commitments at such time and (ii) thereafter, the ratio (expressed as a percentage) of such Lender’s aggregate outstanding Loans at such time to the aggregate outstanding Loans of all the Lenders at such time. The initial Pro Rata Share of each Lender with respect to each Tranche is set forth opposite the name of such Lender on Annex I or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“Property” of any Person means any interest of such Person in any property or asset (whether real, personal or mixed, tangible or intangible).

“Projections” means the Parent’s forecasted consolidated and consolidating: (a) balance sheets; (b) profit and loss statements; (c) cash flow statements; and (d) capitalization statements, all prepared on a Subsidiary by Subsidiary basis and based upon good faith estimates and assumptions by the Parent believed to be reasonable at the time made, together with appropriate supporting details and a statement of underlying assumptions.

“Qualified Services Contract” means, with respect to any Additional Vessel acquired by or committed to be delivered to, Parent or any of its Subsidiaries, a bona fide contract or series of contracts, together with any amendments, supplements or modifications thereto, that the Board of Directors of Parent, acting in good faith, designates as a “Qualified Services Contract” pursuant to a resolution of the Board of Directors of Parent, which contract or contracts:

(a) are between Parent or one of its Subsidiaries, on the one hand, and (a) a Person with a rating (or a Person whose parent has such a rating) of either BBB- or higher from S&P or Baa3 or higher from Moody’s, or if such ratings are not available, then a similar investment grade rating from another nationally recognized statistical rating agency or (b) any other Person provided such contract is supported by letters of credit, performance bonds or guarantees from a Person or its parent that has an investment grade rating as described in the preceding subclause

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(a) of this clause (1), or such contract provides for a lockbox or similar arrangements or direct payment to Parent or its Subsidiary, as the case may be, by a Person with (or a Person whose parent has) such an investment grade rating, for the full amount of the contracted payments due over the four-quarter reference period considered in calculating Consolidated Cash Flow;

(b) provide for services to be performed by Parent or one or more of its Subsidiaries involving the use of such Additional Vessel by Parent or one or more of its Subsidiaries, in either case for a minimum aggregate period of at least one year;

(c) provide for a fixed or minimum dayrate or fixed rate for such Additional Vessel covering all the period in (b) above; and

(d) for purposes of Section 6.02, provide that revenues from such Qualified Services Contract are to be received by Parent or its Subsidiary within one year of (a) delivery of the related Additional Vessel and (b) the incurrence of any Debt pursuant to Section 6.02.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“Release” means any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment or within or upon any building, structure, facility or fixture.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA.

“Responsible Officer” means the Chief Executive Officer, Chief Financial Officer, Treasurer, Chief Accounting Officer, Assistant Treasurer, Finance Director or Tax Director of a Person.

“Restricted Payment” means, with respect to any Person: (a) the declaration or making by such Person or any of its Subsidiaries of any dividend or other distribution with respect to any Equity Interest of such Person (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Subsidiary Borrower and other than dividends or distributions payable to the Subsidiary Borrower or any Restricted Subsidiary); (b) any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancelation or termination of any Equity Interests in such Person or any Subsidiary thereof or any option, warrant or other right to acquire any such Equity Interests in such Person or any Subsidiary thereof; (c) any payment or prepayment (scheduled or otherwise) of principal of, premium, if any, or interest on, any subordinated Debt, or the issuance of a notice of an intention to do any of the foregoing (excluding any intercompany Debt between or among Parent, the Subsidiary Borrower and any Guarantors); and (d) any payment by such Person or any of its Subsidiaries of any management, consulting or similar fees to any Affiliate, whether pursuant to a management agreement or otherwise.

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“Restricted Subsidiary” means any Subsidiary of the Subsidiary Borrower that is not an Unrestricted Subsidiary.

“Revolving Credit Commitment” means, with respect to any Lender, the commitment of such Lender, if any, to make Advances under Section 2.01, as such commitment may be (a) reduced from time to time pursuant to Section 2.06(c) and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 10.06. The initial amount of a Lender’s Revolving Credit Commitment, if any, is set forth on Annex I or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Revolving Credit Commitment, as applicable. The initial aggregate amount of the Lenders’ Revolving Credit Commitments is $168,000,000.

“Revolving Credit Lender” means, at any time, any Person that has a Revolving Credit Commitment or an outstanding Advance at such time. As of the Closing Date, the Revolving Credit Lenders are those Persons listed on Annex I as having a Revolving Credit Commitment.

“Revolving Credit Tranche” means the tranche hereunder relating to the Revolving Credit Commitments, the Advances made thereunder and the Lenders having Revolving Credit Commitments or Credit Exposure in respect of such Advances.

“Royal Bank” has the meaning specified in the introductory paragraph hereto.

“S&P” means Standard & Poor’s Rating Agency Group, a division of Mc-Graw Hill Companies, Inc., or any successor that is a national credit rating organization.

“SEC” means the Securities and Exchange Commission, and any successor entity.

“Secured Parties” means the Administrative Agent, the Lenders and the Swap Counterparties.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC thereunder.

“Security Agreement” means collectively (a) the Third Amended and Restated Pledge and Security Agreement made by one or more of the Loan Parties in favor of the Pari Passu Collateral Agent in form and substance reasonably acceptable to the Administrative Agent, and (b) the Third Amended and Restated Pledge Agreement made by the Parent in favor of the Pari Passu Collateral Agent for the benefit of the Secured Parties in form and substance reasonably acceptable to the Administrative Agent, as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, including, without limitation, by any supplement thereto executed and delivered prior to or after the date of this Agreement in order to effect the joinder of any additional Restricted Subsidiary.

“Security Documents” means, collectively, each Assignment, each Ship Mortgage, the Security Agreement, the Intercreditor Agreement, the Collateral Assignment of Construction Contract and each other document, instrument or agreement between a Loan Party and the Pari Passu Collateral Agent in connection therewith or otherwise executed by a Loan Party and the Pari Passu Collateral Agent in order to secure all or a portion of the Obligations in form and substance reasonably acceptable to the Administrative Agent.

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“Senior Notes” means the 2019 Senior Notes and the 2023 Senior Notes.

“Ship Mortgages” means, collectively, the statutory mortgages and collateral deeds of covenant and the first naval mortgages over the Vessels, each duly registered in the Bahamian or Panamanian Ship registry, respectively, in favor of the Pari Passu Collateral Agent, as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, in form and substance reasonably acceptable to the Administrative Agent.

“Significant Subsidiary” means, on any date of determination, any Restricted Subsidiary other than a Restricted Subsidiary that (i) is not party to a drilling contract or the owner of a Vessel, and (ii) the fair market value of the assets of which (including the assets of its subsidiaries) is equal to or less than 1% of the fair market value of the total consolidated assets of Parent as of the date of determination.

“Subsidiary” of a Person means any corporation, association, partnership or other business entity of which more than 50% of the outstanding Equity Interests having by the terms thereof ordinary voting power under ordinary circumstances to elect a majority of the Board of Directors or Persons performing similar functions (or, if there are no such directors or Persons, having general voting power) of such entity (irrespective of whether at the time Equity Interests of any other class or classes of such entity shall or might have voting power upon the occurrence of any contingency) which entity is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more Subsidiaries of such Person or by one or more Subsidiaries of such Person.

“Subsidiary Borrower Consolidated Cash Flow” means, with respect to any period, the Consolidated Net Income of the Subsidiary Borrower for such period plus, without duplication:

(a) an amount equal to (i) any extraordinary loss plus (ii) any net loss realized by the Subsidiary Borrower or any of the Restricted Subsidiaries in connection with an Asset Disposition, to the extent such losses were deducted in computing such Consolidated Net Income; plus

(b) provision for taxes based on income or profits of the Subsidiary Borrower and the Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(c) the Consolidated Interest Expense of the Subsidiary Borrower and the Restricted Subsidiaries to the extent that such Consolidated Interest Expense was deducted in computing such Consolidated Net Income; plus

(d) depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was

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paid in a prior period) of the Subsidiary Borrower and the Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; minus

(e) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business, in each case, on a consolidated basis and determined in accordance with GAAP.

Subsidiary Borrower Consolidated Cash Flow shall be calculated to give effect to the following:

(1) Pro forma effect shall be given to any acquisition of a company, business, asset or Vessel that has been made by the Subsidiary Borrower or any of the Restricted Subsidiaries during the four-quarter reference period, or approved and expected to be consummated within 30 days of the calculation date, including, in each case, through a merger or consolidation or an acquisition, and including any related financing transactions, in each case during the four-quarter reference period or subsequent to such reference period and on or prior to the calculation date, in each case, as if such transaction had occurred on the first day of the applicable four-quarter reference period.

(2) The Subsidiary Borrower Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the calculation date, shall be excluded.

(3) The provision for taxes based on the income or profits of, and the depreciation, amortization and other non-cash expenses of, a Restricted Subsidiary will be added to Consolidated Net Income to compute Subsidiary Borrower Consolidated Cash Flow only to the extent that a corresponding amount would be permitted at the date of determination to be dividended to the Subsidiary Borrower by such Restricted Subsidiary without prior governmental approval (that has not been obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Restricted Subsidiary or its stockholders.

For the avoidance of doubt, the calculation of the ratio test set forth in Section 6.02(a)(xiv) hereof, shall give effect to any incurrence, assumption or guarantee of any Debt relating to the construction, delivery and/or acquisition of any Vessel in accordance with the foregoing clause (1).

“Super Senior Debt to EBITDA Ratio” means, for any Person as of the end of any fiscal quarter, the ratio of (a) Total Super Senior Debt for such Person and its Subsidiaries on a consolidated basis as of the end of such fiscal quarter to (b) Consolidated EBITDA for such Person and its Subsidiaries on a consolidated basis for the then most-recently ended four fiscal quarters.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or

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bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Counterparty” means any Lender or any Affiliate thereof that is party to a Swap Contract with any Loan Party and is otherwise reasonably acceptable to the Administrative Agent.

“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of Property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Loans” means the 2012 Term Loans and the 2013 Term Loans.

“Titanium Explorer” means the Bahamas flag vessel (formerly known as the Dragonquest).

“Total Super Senior Debt” means, as of any date of determination, with respect to the Borrowers and the Subsidiaries, determined on a consolidated basis, an amount equal to the sum

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of all Loans outstanding hereunder plus the outstanding Letter of Credit Obligations other than Letter of Credit Obligations which have been cash collateralized in accordance with the terms hereof.

“Tranche” means the Letter of Credit Tranche or the Revolving Credit Tranche, as applicable.

“Transaction Documents” means (a) the 2023 Indenture, (b) the 2013 Term Loan Facility, (c) the Tungsten Construction Contract and (d) each other material document executed on or before the Closing Date with respect to the construction of the Tungsten Explorer.

“Tungsten Construction Contract” means that certain Construction Contract between Daewoo Shipbuilding & Marine Engineering Co., Ltd. and Tungsten Explorer Company dated May 9, 2011, respecting the construction of the Tungsten Explorer, as amended, modified or supplemented from time to time.

“Tungsten Delivery Date” means the date on which the Tungsten Explorer is delivered by Daewoo Shipbuilding & Marine Engineering Co., Ltd. To and accepted by the applicable Loan Party.

“Tungsten Explorer” means the Ultra Deepwater Drillship Hull No. 3615 currently under construction at Daewoo Shipbuilding & Marine Engineering Co., Ltd., with delivery expected in the second quarter of 2013, which is expected to be owned by the Subsidiary Borrower or a Restricted Subsidiary under Bahamian flag.

“UCC” means the Uniform Commercial Code as in effect on the date hereof in the State of New York, as amended from time to time, and any successor statute.

“Unfunded Pension Liability” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

“Unrestricted Subsidiary” means any Subsidiary of the Subsidiary Borrower that is designated by the Board of Directors of Parent as an Unrestricted Subsidiary pursuant to a resolution of such Board of Directors, but only to the extent that such Subsidiary:

(a) has no Debt other than Non-Recourse Debt;

(b) except as permitted by Section 6.08, is not party to any agreement, contract, arrangement or understanding with Parent, the Subsidiary Borrower or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to Parent, the Subsidiary Borrower or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Subsidiary Borrower;

(c) is a Person with respect to which none of Parent, the Subsidiary Borrower nor any of the Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;

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(d) has not guaranteed or otherwise directly or indirectly provided credit support for any Debt of the Subsidiary Borrower or any of the Restricted Subsidiaries; and

(e) is not the owner or Internal Charterer of a Vessel.

“Unused Commitments” means the difference between (a) the aggregate Commitments and (b) the sum of the Advances and the Letter of Credit Exposure.

“US Prime Rate” means the rate of interest per annum determined by the Administrative Agent from time to time as its prime commercial lending rate for United States Dollar loans in the United States for such day. The Prime Rate is not necessarily the lowest rate that the Administrative Agent is charging any corporate customer.

“Vessel Asset Sale” means a sale, lease (except under an Internal Charter, a Drilling Contract or a Permitted Third Party Charter), conveyance or other disposition of all or any minority interest in any Vessel, right to a Vessel or construction contract respecting the construction of any Vessel; provided that any Vessel Asset Sale with respect to a minority interest in a Vessel will be subject to the Ship Mortgage relating to such Vessel.

“Vessels” means (i) the Panamanian flag vessels the Topaz Driller, the Emerald Driller, the Sapphire Driller and the Aquamarine Driller, (ii) the Drillships and (iii) any other vessel hereafter acquired by the Subsidiary Borrower or any Restricted Subsidiary, in each case together with all related spares, equipment and any additions or improvements; provided that for the purposes of any provision related to the acquisition or disposition of a Vessel, such acquisition or disposition may be conducted through the transfer of all of the Equity Interests of any special purpose entity that owns such Vessel; provided that upon the consummation of any Vessel Asset Sale (including, for the avoidance of doubt, with respect to the Tungsten Explorer) involving the sale, lease, conveyance or other disposition of all of the interests in a Vessel permitted hereunder, any Vessel that is the subject of such Vessel Asset Sale, shall no longer constitute thereafter a Vessel hereunder.

“Voting Stock” means, with respect to any Person, securities of any class or classes of Equity Interests or other interests (including partnership interests) in such Person entitling the holders thereof (whether at all times or at the time that such class of Equity Interests has voting power by reason of the happening of any contingency) to vote in the election of members of the Board of Directors or comparable body of such Person.

“Weighted Average Life to Maturity” means, when applied to any Debt at any date, the number of years obtained by dividing:

(a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Debt, by (ii) the number of years (calculated to the nearest one twelfth) that will elapse between such date and the making of such payment; by

(b) the then outstanding principal amount of such Debt.

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Section 1.02 Computation of Time Periods. In this Agreement in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”.

Section 1.03 Accounting Terms.

(a) For purposes of this Agreement, unless otherwise specified herein, all accounting terms not otherwise defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time.

(b) If at any time any Accounting Change (as defined below) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Parent or the Majority Lenders shall so request, the Administrative Agent, the Lenders and the Parent shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Majority Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Parent shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. “Accounting Changes” means changes in accounting principles required by GAAP and implemented by the Parent. Notwithstanding anything in this Agreement to the contrary, any change in GAAP that would require obligations under operating leases to be treated similarly to Capital Lease Obligations shall not be given effect in the definition of Debt or any related definitions or in the computation of any financial ratio or requirement hereunder.

(c) In addition, all calculations and defined accounting terms used herein shall, unless expressly provided otherwise, when referring to any Person, refer to such Person on a consolidated basis and mean such Person and its consolidated subsidiaries.

Section 1.04 Miscellaneous. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” The word “or” shall not be exclusive. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to

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include such Person’s successors and permitted assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

ARTICLE II.

THE CREDIT FACILITY

Section 2.01 Advances. Each Revolving Credit Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Advances to any Borrower from time-to-time on any Business Day during the Commitment Period in a maximum principal amount up to but not to exceed at any time outstanding its Revolving Credit Commitment; provided however that the aggregate outstanding principal amount of the sum of (i) all Advances plus, without duplication, (ii) the Letter of Credit Exposure shall not exceed at any time the aggregate Commitments hereunder. Each Advance shall be in an aggregate amount not less than $1,000,000 and in integral multiples thereof. Within the limits of each Revolving Credit Lender’s Revolving Credit Commitment, the Borrowers may from time-to-time borrow, prepay pursuant to Section 2.06 and reborrow under this Section 2.01.

Section 2.02 Method of Borrowing.

(a) Notice. Each Advance shall be made pursuant to a Notice of Borrowing, given not later than 12:00 p.m. Noon (New York time) (i) on the third Business Day before the requested Borrowing Date of any Advance of, conversion to or continuation of Eurodollar Advances or of any conversion of Eurodollar Advances to ABR Advances, and (ii) on the Business Day before the requested date of any ABR Advances, in each case to the Administrative Agent’s Applicable Lending Office. The Administrative Agent shall give to each Revolving Credit Lender prompt notice on the day of receipt of a timely Notice of Borrowing. The Notice of Borrowing shall be in writing specifying (A) the Borrowing Date (which shall be a Business Day), (B) the aggregate principal amount of such Advance, (C) with respect to any Eurodollar Advances, the requested Interest Period to apply thereto and (D) the applicable Borrower. The Administrative Agent shall promptly notify each Revolving Credit Lender of the applicable interest rate under Section 2.05(a)(i) or (ii). Each Revolving Credit Lender shall make available its Pro Rata Share of such Advance before 2:00 p.m. (New York time) on the Borrowing Date in immediately available funds to the Administrative Agent at its Applicable Lending Office. After the Administrative Agent’s receipt of such funds and upon fulfillment of the conditions precedent set forth in Article III, the Administrative Agent will promptly make such funds available to the applicable Borrower not later than 3:00 p.m. (New York time) at such account as such Borrower shall specify in writing to the Administrative Agent.

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(b) Continuations; Conversions. In order to elect to Continue or convert an Advance under this Section, the applicable Borrower shall deliver an irrevocable Notice of Continuation/Conversion to the Administrative Agent at its Applicable Lending Office no later than 12:00 p.m. Noon (New York time) (i) at least three Business Days in advance of the requested date of any conversion to or continuation of Eurodollar Advances or of any conversion of Eurodollar Advances to ABR Advances, and (ii) at least one Business Day in advance of the requested date of any ABR Advance. Each such Notice of Continuation/Conversion shall be in writing or by telex, telecopier or telephone, confirmed promptly in writing specifying (A) the requested Continuation or conversion date (which shall be a Business Day), (B) the amount of the Advances to be Continued or converted, and (C) with respect to any Eurodollar Advances, the requested Interest Period to apply thereto. Promptly after receipt of a Notice of Continuation/Conversion under this paragraph, the Administrative Agent shall provide each Revolving Credit Lender with a copy thereof and notify each Revolving Credit Lender of the interest rate under Sections 2.05(a)(i) or (ii).

(c) Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above:

(i) at no time shall there be more than five Interest Periods applicable to outstanding Eurodollar Advances;

(ii) if the Administrative Agent is unable to determine the Eurodollar Rate for any requested Advance and the Administrative Agent gives telephonic or telecopy notice thereof to the Borrowers as soon as practicable, the right of any Borrower to select Eurodollar Advances for any subsequent Advance and the obligation of the Revolving Credit Lenders to make such Eurodollar Advances shall be suspended until the Administrative Agent shall notify, and the Administrative Agent agrees to promptly so notify, the Borrowers and the Revolving Credit Lenders that the circumstances causing such suspension no longer exist, and each such Advance shall be an ABR Advance;

(iii) if the Majority Lenders with respect to the Revolving Credit Tranche shall, by 11:00 a.m. (New York time) at least one Business Day before the date of any requested Advance, notify the Administrative Agent that the Eurodollar Rate will not adequately reflect the cost to such Revolving Credit Lenders of making or funding their respective Eurodollar Advances and the Administrative Agent gives telephonic or telecopy notice thereof to the Borrowers as soon as practicable, (A) the right of any Borrower to select Eurodollar Advances and the obligation of the Revolving Credit Lenders to make Eurodollar Advances shall be suspended until the Majority Lenders with respect to the Revolving Credit Tranche shall notify, and the Majority Lenders with respect to the Revolving Credit Tranche agree to promptly so notify, the Administrative Agent, who will in turn promptly notify Borrowers and the other Revolving Credit Lenders, that the circumstances causing such suspension no longer exist, and (B) each Advance shall, on the last day of the then existing Interest Period, either (1) convert into an ABR Advance or (2) continue as one or more Eurodollar Advances of Interest Periods not affected by such notice of the Majority Lenders with respect to the Revolving Credit Tranche, as selected by the Borrowers;

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(iv) if any Borrower shall fail to select the duration or Continuation of any Interest Period for any Eurodollar Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01 and paragraphs (a) and (b) above or shall fail to deliver a Notice of Continuation/Conversion, the Administrative Agent will forthwith so notify such Borrower and the Revolving Credit Lenders and such Borrower shall be deemed to have selected an Interest Period of one month’s duration; and

(v) if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Majority Lenders with respect to the Revolving Credit Tranche, so notifies the Borrowers in writing, then, so long as an Event of Default is continuing, no Advance may be converted or Continued as a Eurodollar Advance.

(d) Notices Irrevocable. Each Notice of Borrowing and each Notice of Continuation/Conversion delivered by a Borrower shall be irrevocable and binding on such Borrower. In the case of any Notice of Continuation/Conversion specifying Eurodollar Advances, each Borrower shall indemnify each Revolving Credit Lender against any loss, out-of-pocket cost or expense actually incurred by such Revolving Credit Lender as a result of any failure to fulfill on or before the Borrowing Date or the date specified in such Notice of Continuation/Conversion for such Advance the conditions precedent set forth in Article III, including, without limitation, any loss, cost or expense actually incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Revolving Credit Lender when such Advance, as a result of such failure, is not made on such date.

(e) Administrative Agent Reliance. Unless the Administrative Agent shall have received notice from a Revolving Credit Lender before the Borrowing Date that such Revolving Credit Lender will not make available to the Administrative Agent such Revolving Credit Lender’s Pro Rata Share of the Advance, the Administrative Agent may assume that such Revolving Credit Lender has made its Pro Rata Share of such Advance available to the Administrative Agent on the Borrowing Date in accordance with paragraph (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on the Borrowing Date a corresponding amount. If and to the extent that such Revolving Credit Lender shall not have so made its Pro Rata Share of such Advance available to the Administrative Agent, such Revolving Credit Lender and the applicable Borrower severally agree to immediately repay to the Administrative Agent on demand such corresponding amount, together with interest on such amount, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of a Borrower, the interest rate applicable on such day to Eurodollar Advances and (ii) in the case of such Revolving Credit Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Subject to Section 2.16, if such Revolving Credit Lender shall repay to the Administrative Agent such corresponding amount and interest as provided above, such corresponding amount so repaid shall constitute such Revolving Credit Lender’s Advance as part of such Advance for purposes of this Agreement even though not made on the same day as the other Advances. If such Revolving Credit

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Lender’s Advance as part of such Advance is not made available by such Revolving Credit Lender within three Business Days of the Borrowing Date, the applicable Borrower shall repay such Revolving Credit Lender’s share of such Advance (together with interest thereon at the interest rate applicable during such period to Eurodollar Advances) to the Administrative Agent not later than three Business Days after receipt of written notice from the Administrative Agent specifying such Revolving Credit Lender’s Pro Rata Share of such Advance that was not made available to the Administrative Agent.

(f) Lender Obligations Several. The failure of any Revolving Credit Lender to make an Advance shall not relieve any other Revolving Credit Lender of its obligation, if any, to make its Advance on the applicable Borrowing Date. No Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to make an Advance to be made by such other Revolving Credit Lender on any applicable Borrowing Date.

(g) Noteless Agreement; Evidence of Debt.

(i) Each Revolving Credit Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Debt of the Borrowers to such Revolving Credit Lender resulting from the Advances made by such Revolving Credit Lender from time to time, including the amounts of principal and interest payable and paid to such Revolving Credit Lender from time to time hereunder.

(ii) The Administrative Agent shall also maintain accounts in which it will record (A) the amount of each Advance made hereunder and the Interest Period with respect thereto, (B) the amount of any principal or interest due and payable or to become due and payable from each Borrower to each Revolving Credit Lender hereunder and (C) the amount of any sum received by the Administrative Agent hereunder from each Borrower and each Revolving Credit Lender’s share thereof.

(iii) The entries maintained in the accounts maintained pursuant to paragraphs (i) and (ii) above shall be prima facie evidence of the existence and amounts of the Obligations therein recorded; provided, however, that the failure of the Administrative Agent or any Revolving Credit Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of any Borrower to repay the Obligations in accordance with their terms.

(iv) Any Revolving Credit Lender may request that the Advances owing to such Revolving Credit Lender be evidenced by a promissory note (a “Note”). In such event, the applicable Borrower shall execute and deliver to such Revolving Credit Lender a Note payable to the order of such Revolving Credit Lender and its registered assigns and in form and substance reasonably acceptable to the Administrative Agent and such Borrower. Thereafter, the Advances evidenced by such Note and interest thereon shall at all times (including after any assignment pursuant to Section 10.06) be represented by one or more Notes payable to the order of the payee named therein or any assignee pursuant to Section 10.06, except to the extent that any such Revolving Credit Lender or assignee subsequently returns any such Note for cancellation and requests that such Advances once again be evidenced as described in paragraphs (i) and (ii) above.

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Section 2.03 Fees.

(a) Commitment Fees. The Borrowers jointly and severally agree to pay to the Administrative Agent for the pro rata benefit of each Lender a commitment fee (a “Commitment Fee”) equal to the product of 0.50% per annum and the average daily amount of the Unused Commitments during the Commitment Period. The Commitment Fees payable pursuant to this clause (a) are due quarterly in arrears on the last Business Day of each March, June, September and December commencing on the first such date occurring after the Closing Date and continuing thereafter through and including the Maturity Date. Notwithstanding the foregoing, no Commitment Fee shall accrue on any Defaulting Lender’s Pro Rata Share of the Unused Commitment and no Defaulting Lender shall be paid a Commitment Fee hereunder while it is a Defaulting Lender.

(b) Agency Fees. The Borrowers jointly and severally agree to pay to the Administrative Agent for its own account the fees as separately agreed upon in the Fee Letter.

(c) Letter of Credit Fees.

(i) The Borrowers jointly and severally agree to pay to the Administrative Agent for the pro rata benefit of each LC Lender a letter of credit fee at a per annum rate equal to 3.50%. Each such fee shall be based on the maximum amount available to be drawn under such Letter of Credit from the date of issuance of the Letter of Credit until its expiration date and shall be payable quarterly in arrears on the last Business Day of each March, June, September and December until the earlier of its expiration date or the Maturity Date. Notwithstanding the foregoing, no letter of credit fee shall accrue on any Defaulting Lender’s Pro Rata Share of the such Letters of Credit and no Defaulting Lender shall be paid a letter of credit fee hereunder while it is a Defaulting Lender.

(ii) In the event that either (A) the Issuing Bank (or any of its Affiliates) is not an LC Lender hereunder or (B) the Issuing Bank (or any of its Affiliates) is not the sole LC Lender hereunder, the Borrowers jointly and severally agree to pay to the Administrative Agent for the benefit of the Issuing Bank, a fronting fee for each Letter of Credit issued or outstanding after such occurrence for its account equal to the greater of (y) $500.00 and (z) 0.25% per annum of the amount available for drawing of such Letter of Credit. Each such fee shall be payable quarterly in arrears on the last Business Day of each March, June, September and December until the earlier of its expiration date or the Maturity Date.

(iii) In addition, the Borrowers jointly and severally agree to pay to the Issuing Bank all customary transaction costs and fees charged by the Issuing Bank in connection with the issuance, amendment, renewal or extension of a Letter of Credit or processing of drawings thereunder, such costs and fees to be due and payable on the date specified by the Issuing Bank in the invoice for such costs and fees.

(d) Upfront Fee. On the Closing Date, the Borrowers jointly and severally agree to pay to the Administrative Agent for the pro rata benefit of each Lender an upfront fee in an amount equal to 0.75% of the outstanding Commitment of such Lender on the Closing Date.

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(e) Generally. All such fees shall be paid on the dates due, in immediately available Dollars to the Administrative Agent for distribution, if and as appropriate, among the applicable Persons; provided that, any letter of credit fees otherwise payable under this Section 2.03 for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided cash collateral satisfactory to the Issuing Bank pursuant to Section 2.13 shall be payable, to the maximum extent permitted by applicable Legal Requirements, to the other LC Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.16, with the balance of such fee, if any, payable to the applicable Borrower if such Borrower has entered into the arrangements described in Section 2.13, and otherwise to the Issuing Bank for its own account. Once paid, absent manifest error, none of these fees shall be refundable under any circumstances.

Section 2.04 Repayment. The outstanding principal amount of the Advances and all other unpaid Obligations shall be payable by the Borrowers on the Maturity Date.

Section 2.05 Interest. Each Borrower shall pay interest on the unpaid principal amount of each Advance made to such Borrower by each Lender to it from the date of such Advance until such principal amount shall be paid in full, at the following rates per annum:

(a) Advances.

(i) ABR Advances. If such Advance is an ABR Advance, a rate per annum equal to ABR plus 2.50%, payable in arrears on each Payment Date and on the date such ABR Advance shall be paid in full.

(ii) Eurodollar Advances. If such Advance is a Eurodollar Advance, a rate per annum equal to the Eurodollar Rate for such Interest Period plus 3.50%, payable in arrears on the last day of such Interest Period, and, in the case of Interest Periods of greater than three months, on the Business Day which occurs during such Interest Period three months from the first day of such Interest Period.

(b) Additional Interest on Eurodollar Advances. Each Borrower shall pay to each Revolving Credit Lender, so long as any such Revolving Credit Lender shall be required under regulations of the Federal Reserve Board to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities, additional interest on the unpaid principal amount of each Eurodollar Advance made to such Borrower by such Revolving Credit Lender, from the effective date of such Advance until such principal amount is paid in full, at an interest rate per annum equal at all times to the remainder obtained by subtracting (i) the Eurodollar Rate for the Interest Period for such Advance from (ii) the rate obtained by dividing such Eurodollar Rate by a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage of such Revolving Credit Lender for such Interest Period, payable on each date on which interest is payable on such Advance. Such additional interest payable to any Revolving Credit Lender shall be determined by such Revolving Credit Lender and notified to the Borrowers through the Administrative Agent (such notice to include the calculation of such additional interest, which calculation shall be conclusive in the absence of manifest error, and be accompanied by any evidence indicating the need for such additional interest as any Borrower may reasonably request).

(c) Usury Recapture. In the event the rate of interest chargeable under this Agreement at any time (calculated after giving effect to all items charged which constitute “interest” under applicable Legal Requirements, including fees and margin amounts, if applicable) is greater than the Maximum Rate, the unpaid principal amount of the Advances shall bear interest at the Maximum Rate until the total amount of interest paid or accrued on the Advances equals the amount of interest which would have been paid or accrued on the Advances if the stated rates of interest set forth in this Agreement had at all times been in effect.

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In the event, upon payment in full of the Advances, the total amount of interest paid or accrued under the terms of this Agreement and the Advances is less than the total amount of interest which would have been paid or accrued if the rates of interest set forth in this Agreement had, at all times, been in effect, then each Borrower shall, to the extent permitted by applicable Legal Requirements, pay the Administrative Agent for the account of the Revolving Credit Lenders an amount equal to the difference between (i) the lesser of (A) the amount of interest which would have been charged on its Advances if the Maximum Rate had, at all times, been in effect and (B) the amount of interest which would have accrued on its Advances if the rates of interest set forth in this Agreement had at all times been in effect and (ii) the amount of interest actually paid under this Agreement on its Advances.

In the event the Revolving Credit Lenders ever receive, collect or apply as interest any sum in excess of the Maximum Rate, such excess amount shall, to the extent permitted by law, be applied to the reduction of the principal balance of the Advances, and if no such principal is then outstanding, such excess or part thereof remaining shall promptly be paid to the applicable Borrower and such Revolving Credit Lenders shall provide the applicable Borrower a reasonably detailed written explanation of the nature and amount of such excess.

(d) Default Interest. Upon the occurrence and the during the continuance of an Event of Default pursuant to Sections 7.01(a) or 7.01(e) or, if so elected by the Majority Lenders, upon the occurrence and the during the continuance of any other Event of Default, the Borrowers shall pay interest, to the extent permitted by law, on the outstanding Advances to but excluding the date of actual payment (after as well as before judgment) (a) in the case of overdue principal, at the rate otherwise applicable to such Advance pursuant to Section 2.05 plus 2.00% per annum and (b) in all other cases, at a rate per annum equal to the rate that would be applicable to a Eurodollar Advance plus 2.00%.

Section 2.06 Prepayments.

(a) Optional Prepayments. Any Borrower may from time to time elect to prepay, in whole or in part, without premium or penalty any of the Advances owing by it to the Revolving Credit Lenders, after giving prior written notice of such election to the Administrative Agent by 12:00 a.m. (New York time) (i) at least three Business Days prior to any date of prepayment of Eurodollar Advances and (ii) at least one Business Day prior to any date of prepayment of ABR Advances, in each case, stating the proposed date and aggregate principal amount of such prepayment. If any such notice is given, the Administrative Agent shall give prompt notice thereof to each Revolving Credit Lender and such Borrower shall prepay such Advances in whole or ratably in part in an aggregate principal amount equal to the amount specified in such

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notice, together with accrued interest to the date of such prepayment on the principal amount prepaid and amounts, if any, required to be paid pursuant to Section 2.07; provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $1,000,000 and in integral multiples in excess thereof (or such lesser amount as may then be outstanding).

(b) Mandatory Prepayments.

(i) If at any time the outstanding Advances exceed the aggregate Revolving Credit Commitment or if the Letter of Credit Exposure exceeds the aggregate Letter of Credit Commitment, the Borrowers shall immediately prepay the principal amount outstanding of the Advances or cash collateralize the Letter of Credit Obligations in accordance with Section 2.13), as applicable, in an amount at least equal to such excess.

(ii) Each prepayment pursuant to this Section 2.06(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.07 as a result of such prepayment being made on such date.

(c) Optional Termination or Reduction of Commitments. Any Borrower may, without premium or penalty, upon notice to the Administrative Agent, terminate the aggregate Commitments, or from time to time permanently reduce the aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 p.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $1,000,000 in excess thereof (or such lesser amount as may then be available as aggregate Commitments) and (iii) the Subsidiary Borrower shall not terminate or reduce the aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Credit Exposure would exceed the aggregate Commitments. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the aggregate Commitments. Any reduction of the aggregate Commitments shall be applied to the Commitment of each Lender according to its Pro Rata Share. All fees accrued until the effective date of any termination of the aggregate Commitments shall be paid on the effective date of such termination.

(d) Illegality. If any Revolving Credit Lender shall notify the Administrative Agent and the Borrowers that any Change in Law makes it unlawful for such Revolving Credit Lender or its Applicable Lending Office to perform its obligations under this Agreement or to make or maintain Eurodollar Advances then outstanding hereunder, the Borrowers shall, no later than 10:00 a.m. (New York time) (i) (A) if not prohibited by any Legal Requirement to maintain such Eurodollar Advances for the duration of the Interest Period, on the last day of the Interest Period for each outstanding Eurodollar Advance or (B) if prohibited by any Legal Requirement to maintain such Eurodollar Advances for the duration of the Interest Period, on the second Business Day following its receipt of such notice, prepay all Eurodollar Advances of all of the Revolving Credit Lenders then outstanding, together with accrued interest on the principal amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.07 as a result of such prepayment being made on such date, (ii) each Revolving Credit Lender shall, at the applicable Borrower’s election, simultaneously make an ABR

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Advance or, if not otherwise prohibited, make an Eurodollar Advance in an amount equal to the aggregate principal amount of the affected Eurodollar Advances, and (iii) the right of the Borrowers to select Eurodollar Advances shall be suspended until such Revolving Credit Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist. Each Revolving Credit Lender agrees to use commercially reasonable efforts (consistent with its internal policies and subject to legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such designation would avoid the effect of this paragraph and would not, in the reasonable judgment of such Revolving Credit Lender, be otherwise disadvantageous to such Lender.

(e) Ratable Payments; Effect of Notice. Unless otherwise set forth herein, each payment of any Advance pursuant to this Section 2.06 or any other provision of this Agreement shall be made in a manner such that all Advances are paid in whole or ratably in part. All notices given pursuant to this Section 2.06 shall be irrevocable and binding upon the applicable Borrower; provided, that a notice of prepayment delivered by such Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of a securities offering, and the receipt of proceeds thereunder, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied.

Section 2.07 Funding Losses. If (a) any payment of principal of any Eurodollar Advance is made other than on the last day of the Interest Period for such Advance as a result of any payment pursuant to Section 2.06 or the acceleration of the maturity of the Advances pursuant to Article VII or (b) if any Borrower fails to make a principal or interest payment with respect to any Eurodollar Advance on the date such payment is due and payable, such Borrower shall pay to Administrative Agent for the account of such Revolving Credit Lender any amounts (without duplication of any other amounts payable in respect of breakage costs) required to compensate such Revolving Credit Lender for any additional losses (other than loss of anticipated profits), out-of-pocket costs or expenses which it may reasonably incur as a result of such payment or nonpayment, including, without limitation, any loss (other than loss of anticipated profits), cost or expense actually incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Revolving Credit Lender to fund or maintain such Advance. A certificate of any Revolving Credit Lender setting forth any amount or amounts that such Revolving Credit Lender is entitled to receive pursuant to this Section, including reasonably detailed calculations thereof, shall be delivered to the applicable Borrower and shall be conclusive absent manifest error.

Section 2.08 Increased Costs.

(a) Increased Costs Generally. If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurodollar Rate Reserve Percentage) or the Issuing Bank;

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(ii) subject the Administrative Agent, any Lender or the Issuing Bank to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Advance made by it, or change the basis of taxation of payments to such Person in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.10 and the imposition of, or any change in the rate of, any Excluded Tax); or

(iii) impose on any Lender or the Issuing Bank or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Advances made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Advance (or of maintaining its obligation to make any such Advance), or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or any other amount) then the applicable Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

(b) Capital Requirements. If any Lender or the Issuing Bank determines that any Change in Law affecting such Lender or the Issuing Bank or any lending office of such Lender or such Lender’s or the Issuing Bank’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), then from time to time the applicable Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

(c) Certificates for Reimbursement. A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section, including reasonably detailed calculations thereof, and delivered to the applicable Borrower shall be conclusive absent manifest error. Such Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof. Upon request by any Borrower, a Lender or the Issuing Bank, as the case may be, shall also provide a certificate that such Lender or Issuing Bank is generally requesting such compensation from its other similarly situated borrowers.

(d) Delay in Requests. Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation, provided that no Borrower shall be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the applicable Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof).

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Section 2.09 Payments and Computations.

(a) Payment Procedures. Each Borrower shall make each payment under this Agreement not later than 12:00 p.m. (New York time) on the day when due to the Administrative Agent at the Administrative Agent’s Applicable Lending Office in immediately available funds. Each Advance shall be repaid and each payment of interest thereon shall be paid in Dollars. All payments shall be made without setoff, deduction, or counterclaim. Subject to Section 2.16, the Administrative Agent will promptly thereafter, and in any event prior to the close of business on the day any timely payment is made, cause to be distributed like funds relating to the payment of principal, interest or fees ratably (other than amounts payable solely to the Administrative Agent, or a specific Lender pursuant to Section 2.03(b), 2.03(c), 2.07, 2.08 or 2.10, but after taking into account payments effected pursuant to Section 10.04) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Offices, in each case to be applied in accordance with the terms of this Agreement.

(b) Computations. All computations of interest and of fees shall be made by the Administrative Agent, on the basis of a year of 360 days, in each case for the actual number of days (including the first day, but excluding the last day) occurring in the period for which such interest or fees are payable, unless such computation would exceed the Maximum Rate, in which case interest shall be calculated for actual days elapsed on the basis of a year of 365 days (or (when appropriate 366). Each determination by the Administrative Agent of an interest rate shall be conclusive and binding for all purposes, absent manifest error.

(c) Non-Business Day Payments. Whenever any payment shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be.

(d) Administrative Agent Reliance. Unless the Administrative Agent shall have received written notice from any Borrower prior to the date on which any payment is due to the Lenders that such Borrower will not make such payment in full, the Administrative Agent may assume that such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such date an amount equal to the amount then due to such Lender. If and to the extent such Borrower shall not have so made such payment in full to the

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Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender, together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the greater of the Federal Funds Effective Rate for such day and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

Section 2.10 Taxes.

(a) Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, except as required by applicable Legal Requirements. If any Loan Party or the Administrative Agent shall be required by any Legal Requirement to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Loan Party or the Administrative Agent shall make such deductions and (iii) such Loan Party or the Administrative Agent shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with Legal Requirements.

(b) Payment of Other Taxes by the Borrowers. Without limiting the provisions of paragraph (a) above, the Borrowers shall jointly and severally timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Legal Requirements.

(c) Indemnification by the Borrowers. The Borrowers shall jointly and severally indemnify the Administrative Agent, each Lender and the Issuing Bank, within 30 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent, such Lender or the Issuing Bank, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the applicable Borrower by a Lender or the Issuing Bank (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive absent manifest error. Notwithstanding anything contained in this Section 2.10(c), neither the Administrative Agent, any Lender, nor the Issuing Bank shall be entitled to receive any payment with respect to Indemnified Taxes or Other Taxes hereunder unless the Administrative Agent, such Lender or the Issuing Bank, as applicable, makes written demand on the Borrowers no later than 180 days after the earlier of (i) the date on which the relevant Governmental Authority makes written demand upon the Administrative Agent, such Lender or the Issuing Bank, as applicable, for such Indemnified Taxes or Other Taxes, and (ii) the date on which the Administrative Agent, such Lender or the Issuing Bank has made payment of such Indemnified Taxes or Other Taxes (except that, if such Indemnified Taxes or Other Taxes are retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof).

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(d) Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by any Borrower to a Governmental Authority, such Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) Status of Lenders. Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which any Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Loan Document shall deliver to such Borrower (with a copy to the Administrative Agent), on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement and from to time thereafter at the time or times prescribed by applicable Legal Requirements or reasonably requested by a Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Legal Requirements or reasonably requested by such Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by a Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Legal Requirements or reasonably requested by a Borrower or the Administrative Agent as will enable such Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.

Without limiting the generality of the foregoing, in the event that any Borrower is resident for tax purposes in the United States of America:

(i) any Lender that is not a Foreign Lender shall deliver to such Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter at the time or times prescribed by applicable Legal Requirements or upon the reasonable request of such Borrower or the Administrative Agent), duly completed and executed originals of Internal Revenue Service Form W-9 certifying that such Lender is exempt from U.S. backup withholding tax; or

(ii) any Foreign Lender shall deliver to such Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter at the time or times prescribed by applicable Legal Requirements or upon the reasonable request of such Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:

(A) duly completed and executed originals of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States of America is a party,

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(B) duly completed and executed originals of Internal Revenue Service Form W-8ECI,

(C) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (1) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of any Borrower within the meaning of section 881(c)(3)(B) of the Code, or (3) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) duly completed and executed originals of Internal Revenue Service Form W-8BEN, or

(D) any other form prescribed by applicable Legal Requirements as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable Legal Requirements to permit the Borrowers to determine the withholding or deduction required to be made.

Each Lender further agrees that it shall (i) promptly notify the Borrowers and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction in withholding taxes, and (ii) in the event any previous form delivered by such Lender pursuant to this Section 2.10(e) expires or becomes obsolete or inaccurate, update any such form or certification or promptly deliver any such other properly completed and executed form, certification or documentation as may be required in order to confirm or establish the entitlement of such Lender to an exemption from or a reduction in withholding taxes with respect to payments hereunder or under any other Loan Document if such Lender continues to be so entitled or promptly notify the Administrative Agent and the Borrowers in writing of its inability to do so.

(f) Treatment of Certain Refunds. If the Administrative Agent, a Lender or the Issuing Bank determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by a Borrower or with respect to which a Borrower has paid additional amounts pursuant to this Section, it shall pay to such Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the Issuing Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that such Borrower, upon the written request of the Administrative Agent, such Lender or the Issuing Bank, agrees to repay the amount paid over to such Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the Issuing Bank in the event the Administrative Agent, such Lender or the Issuing Bank is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require the Administrative Agent, any Lender or the Issuing Bank to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrowers or any other Person.

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(g) FATCA.

(i) If a payment made to a Lender or the Issuing Bank under this Agreement would be subject to U.S. federal withholding tax imposed by FATCA if such Lender or the Issuing Bank fails to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender or the Issuing Bank shall deliver to the Borrowers and the Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Borrowers or the Administrative Agent, such documentation prescribed by applicable Legal Requirements (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrowers or the Administrative Agent as may be necessary for the Borrowers or the Administrative Agent to comply with their obligations under FATCA, to determine that such Lender or the Issuing Bank has complied with such Lender’s or the Issuing Bank’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.

(ii) Each Lender and the Issuing Bank agree that if any documentation, form or certification previously delivered by it pursuant to the preceding subsection expires or becomes obsolete or inaccurate in any respect, it shall update such documentation, form or certification or promptly notify the Administrative Agent and the Borrowers in writing of its legal inability to do so.

Section 2.11 Sharing of Payments, Etc. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances or other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Advances and accrued interest thereon or other such obligations greater than its Pro Rata Share, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Advances and other amounts owing them, provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by any Loan Party pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of cash collateral provided for in Section 2.13 or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in Letters of Credit to any assignee or participant, other than to a Loan Party or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Legal Requirements, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of each Loan Party in the amount of such participation.

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Section 2.12 Applicable Lending Offices. Each Lender may book its Advances at any Applicable Lending Office selected by such Lender and may change its Applicable Lending Office from time to time. All terms of this Agreement shall apply to any such Applicable Lending Office and the Advances shall be deemed held by each Lender for the benefit of such Applicable Lending Office; provided, however, that other than as set forth in Section 2.15(a), such Lender shall not be entitled (a) to recover any costs and expenses incurred by such Lender in connection with such designation and (b) to receive any greater payment under Section 2.08 or 2.10 than the Lender would have been entitled to receive given its selection of its Applicable Lending Office on the Closing Date absent a Change in Law. Each Lender may, by written notice to the Administrative Agent designate replacement or additional Applicable Lending Offices through which Advances will be made by it and for whose account repayments are to be made.

Section 2.13 Letters of Credit.

(a) Issuance. From time-to-time from the Closing Date until five Business Days before the Maturity Date, at the written request of any Borrower, the Issuing Bank shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the expiration date of Letters of Credit for the account of a Borrower or for the account of any Loan Party (in which case a Borrower and such Loan Party shall be co-applicants with respect to such Letter of Credit) on any Business Day. No Letter of Credit will be issued, increased, or extended:

(i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the Letter of Credit Commitment;

(ii) if any LC Lender is at such time a Defaulting Lender hereunder, unless the Issuing Bank has entered into arrangements, including the delivery of cash collateral to be held in the LC Cash Collateral Account, satisfactory to the Issuing Bank (in its sole discretion) with the Borrowers or such LC Lender to eliminate the Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.16) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other Letter of Credit Obligations as to which the Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion;

(iii) unless such Letter of Credit has an expiration date not later than the later of (A) five Business Days prior to the Maturity Date and (B) two years after the Maturity Date; provided that, with respect to clause (B), the Borrowers (y) at least five Business Days prior to the Maturity Date, deposit cash collateral in an amount equal to 100% the Letter of Credit Exposure allocable to such Letters of Credit to be held in the LC Cash Collateral Account and applied in accordance with Section 2.13 and (z) pay to the Administrative Agent to be shared proportionately by the LC Lenders (other than any Defaulting Lenders) a fee equal to the greater of $500 or 0.25% per annum on the amount available for drawing under such Letter of Credit, which fee shall be due quarterly in arrears on the last Business Day of each March, June, September and December commencing on the Maturity Date and continuing thereafter until the stated expiration of such Letter of Credit (for the avoidance of doubt this fee shall be in addition to any other fees required to be paid hereunder);

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(iv) unless such Letter of Credit is in form and substance reasonably acceptable to the Issuing Bank in its sole discretion;

(v) unless there are no regulatory limits on doing business with the beneficiary of such Letter of Credit;

(vi) unless the applicable Borrower has delivered to the Issuing Bank a completed and executed Letter of Credit Application; and

(vii) unless such Letter of Credit is governed by any of (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600 or (B) the International Standby Practices ISP98, International Chamber of Commerce Commission Publication No. 590, or any successor to such publications.

If the terms of any Letter of Credit Document conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Letter of Credit shall be issued or amended, as the case may be, upon the written request of the applicable Borrower delivered to the Issuing Bank (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of such Borrower. Such Letter of Credit Application must be received by the Issuing Bank and the Administrative Agent not later than 5:00 p.m. (New York City time) on the third Business Day (or such earlier date and time as the Administrative Agent and the Issuing Bank may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. Additionally, the Borrowers shall furnish to the Issuing Bank and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as the Issuing Bank or the Administrative Agent may reasonably require.

(b) Participations. Upon the date of the issuance or increase of a Letter of Credit occurring on or after the Closing Date, the Issuing Bank shall be deemed to have sold to each other LC Lender and each other LC Lender shall have been deemed to have purchased from the Issuing Bank a participation in the related Letter of Credit Obligations equal to such LC Lender’s Pro Rata Share of the Letter of Credit Tranche at such date. In consideration and in furtherance of the foregoing, each LC Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such LC Lender’s Pro Rata Share (with respect to the Letter of Credit Tranche) of each payment or disbursement made by the Issuing Bank under a Letter of Credit and not reimbursed by the applicable Loan Party (or, if applicable, another party pursuant to its obligations under any other Loan Document) forthwith on the date due as provided in Section 2.13(c). Each LC Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent

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a demand for payment under a Letter of Credit. The Issuing Bank shall as promptly as possible give telephonic notification, confirmed by fax, to the Administrative Agent and the applicable Borrower of such demand for payment and whether the Issuing Bank has made or will make disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the applicable Borrower of its obligation to reimburse the Issuing Bank and the LC Lenders with respect to any such payment or disbursement. The Administrative Agent shall promptly give each Lender notice thereof.

(c) Reimbursement. Each Borrower hereby agrees to pay on demand to the Issuing Bank (with its own funds and not with the proceeds of Advances under this Agreement) in respect of each Letter of Credit issued for its account an amount equal to any amount paid by the Issuing Bank under or in respect of such Letter of Credit. In the event the Issuing Bank makes a payment pursuant to a draw presented under a Letter of Credit, if the Issuing Bank shall give notice to the applicable Borrower prior to 12:00 p.m. (New York time) on the date of such payment, then such Borrower shall reimburse the Issuing Bank through the Administrative Agent in an amount equal to the amount of such drawing (and if the Issuing Bank shall give notice to such Borrower at or after such time, such Borrower shall reimburse the Issuing Bank on the following Business Day). If such payment is not reimbursed by the applicable Borrower as set forth above, the Issuing Bank shall give notice of such failure to pay to the Administrative Agent and the LC Lenders, and each LC Lender shall promptly reimburse the Issuing Bank for such LC Lender’s Pro Rata Share (with respect to the Letter of Credit Tranche) of such payment, and such reimbursement shall be deemed for all purposes of this Agreement to constitute a Eurodollar Rate Advance with an Interest Period of one month’s duration to the applicable Borrower from such LC Lender. If such reimbursement is not made by any LC Lender to the Issuing Bank on the same day on which the Issuing Bank shall have made payment on any such draw, such Lender shall pay interest thereon to the Issuing Bank at a rate per annum equal to the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Borrower hereby unconditionally and irrevocably authorizes, empowers, and directs the Administrative Agent and the LC Lenders to record and otherwise treat such payment under a Letter of Credit not immediately reimbursed by such Borrower as a Eurodollar Rate Advance.

(d) Obligations Unconditional. The obligations of each Borrower under this Agreement in respect of each Letter of Credit shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement (including, other than as set forth in Section 2.13(a), any Letter of Credit Application) under all circumstances, notwithstanding the following circumstances:

(i) any lack of validity or enforceability of any Letter of Credit Documents, any Loan Document, or any term or provision therein;

(ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit Document or any Loan Document;

(iii) the existence of any claim, set-off, defense or other right which any Borrower, any other party guaranteeing, or otherwise obligated with, such Borrower, any

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Subsidiary or other Affiliate thereof or any other Person may have at any time against any beneficiary or transferee of such Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Issuing Bank, any LC Lender or any other Person, whether in connection with this Agreement, any other Loan Document, the transactions contemplated in this Agreement or in any Letter of Credit Documents or any unrelated transaction;

(iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(v) payment by the Issuing Bank under such Letter of Credit against presentation of a draft or certificate which does not strictly comply with the terms of such Letter of Credit; or

(vi) any other act or omission to act or delay of any kind of the Issuing Bank, the Administrative Agent, the Lenders or any other Person or any other event, circumstance or happening whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of any Borrower’s obligations hereunder.

Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of each Borrower hereunder to reimburse each payment or disbursement made by the Issuing Bank under a Letter of Credit will not be excused by the gross negligence or willful misconduct of the Issuing Bank; provided, however, that such reimbursement will not constitute a waiver or release of any claim of the Borrowers hereunder arising from the Issuing Bank’s gross negligence or willful misconduct.

(e) Liability of Issuing Bank. Each Borrower assumes all risks of the acts or omissions of any beneficiary or transferee of any Letter of Credit with respect to its use of such Letter of Credit. Neither the Issuing Bank nor any of its officers or directors shall be liable or responsible for:

(i) the use which may be made of any Letter of Credit or any acts or omissions of any beneficiary or transferee in connection therewith;

(ii) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged;

(iii) payment by the Issuing Bank against presentation of documents which do not strictly comply with the terms of a Letter of Credit, including failure of any documents to bear any reference or adequate reference to the relevant Letter of Credit; or

(iv) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit (including the Issuing Bank’s own negligence), except that a

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Borrower shall have a claim against the Issuing Bank, and the Issuing Bank shall be liable to, and shall promptly pay to, a Borrower, to the extent of any direct, as opposed to consequential (claims in respect of which are hereby waived by the Borrowers to the extent permitted by applicable Legal Requirements), damages suffered by such Borrower which such Borrower proves were caused by the Issuing Bank’s willful misconduct or gross negligence. It is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation and, in making any payment under any Letter of Credit (i) the Issuing Bank’s exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented under such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented under such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute willful misconduct or gross negligence of the Issuing Bank.

(f) LC Cash Collateral Account.

(i) If the Borrowers are permitted or required to deposit funds in the LC Cash Collateral Account pursuant to Sections 2.06(b)(i), 2.13(a)(ii), 2.13(a)(iii), 7.02(b) or 7.03(b), then the Borrowers and the Administrative Agent shall establish the LC Cash Collateral Account and the Borrowers shall execute any documents and agreements, including an assignment of deposit accounts in form and substance reasonably satisfactory to the Administrative Agent and the applicable Borrower, that the Administrative Agent reasonably requests in connection therewith to establish the LC Cash Collateral Account and grant the Administrative Agent an Acceptable Security Interest in such account and the funds therein. Each Borrower hereby pledges to the Administrative Agent and grants the Administrative Agent a security interest in the LC Cash Collateral Account, whenever established, all funds held in the LC Cash Collateral Account from time to time, and all proceeds thereof as security for the payment of the Obligations.

(ii) Funds held in the LC Cash Collateral Account shall be held as cash collateral for obligations with respect to Letters of Credit and promptly applied by the Administrative Agent at the written request of the Issuing Bank to any reimbursement or other obligations under Letters of Credit that exist or occur. To the extent that any surplus funds are held in the LC Cash Collateral Account above the Letter of Credit Exposure (A) during the existence of an Event of Default, the Administrative Agent may (1) hold such surplus funds in the LC Cash Collateral Account as cash collateral for the Obligations or (2) apply such surplus funds to any Obligations in accordance with Section 7.06 and (B) other than during the existence of an Event of Default, the Administrative Agent shall promptly return such surplus funds to the applicable Borrower.

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(iii) Funds held in the LC Cash Collateral Account shall be invested in Cash Equivalents maintained with, and under the sole dominion and control of, the Administrative Agent or in another investment if mutually agreed in writing upon by the Borrowers and the Administrative Agent, but the Administrative Agent shall have no other obligation to make any other investment of the funds therein. The Administrative Agent shall exercise reasonable care in the custody and preservation of any funds held in the LC Cash Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent accords its own property, it being understood that the Administrative Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds.

Section 2.14 Joint and Several Liability of the Borrowers.

(a) Each of the Borrowers is accepting joint and several liability hereunder in consideration of the Advances and Letters of Credit to be provided by the Lenders and the Administrative Agent under this Agreement, for the mutual benefit, directly and indirectly, of each of the Borrowers and in consideration of the undertakings of each of the Borrowers to accept joint and several liability for the obligations of each of them with respect to the Obligations.

(b) Each of the Borrowers jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrower, with respect to the payment and performance of all of the Obligations arising under this Agreement, it being the intention of the parties hereto that all Obligations shall be the joint and several obligations of all the Borrowers without preferences or distinction among them.

(c) If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations hereunder as and when due or to perform any of such obligations in accordance with the terms thereof, then in each such event the other Borrower will make such payment with respect to, or perform, such obligation.

(d) The obligations of each Borrower under the provisions of this Section 2.14 constitute full recourse obligations of such Borrower enforceable against it to the full extent of its properties and assets and, to the extent permitted by applicable Legal Requirements, irrespective of the validity, regularity or enforceability of this Agreement or any other circumstance whatsoever.

(e) The provisions of this Section 2.14 are made for the benefit of the Lenders and the Administrative Agent and their successors and permitted assigns, and may be enforced by them in accordance with the terms of this Agreement from time to time against either of the Borrowers as often as occasion therefor may arise and without requirement on the part of the Lenders or the Administrative Agent first to marshall any of their claims or to exercise any of their rights

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against the other Borrower or to exhaust any remedies available to them against the other Borrower or to resort to any other source or means of obtaining payment of any of the obligations hereunder or to elect any other remedy. The provisions of this Section 2.14 shall remain in effect until all the obligations hereunder shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the obligations, is rescinded or must otherwise be restored or returned by the Lenders or the Administrative Agent upon the insolvency, bankruptcy or reorganization of the Borrowers, or otherwise, the provisions of this Section 2.14 will forthwith be reinstated in effect, as though such payment had not been made.

Section 2.15 Mitigation Obligations; Replacement of Lenders.

(a) Designation of a Different Lending Office. If any Lender is a Defaulting Lender, or any Lender requests compensation under Section 2.08, or requires any Borrower to pay any additional amount to any Lender or any other Person for the account of any Lender pursuant to Section 2.10, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.08 or 2.10, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrowers hereby jointly and severally agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) Replacement of Lenders. If any Lender is a Defaulting Lender, or if any Lender requests compensation under Section 2.08, or if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.10, or if any Lender fails to consent to any amendment or waiver request pursuant to Section 10.1, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (i) the Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 10.06; (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.07) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts); (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.08 or payments required to be made pursuant to Section 2.10, such assignment will result in a reduction in such compensation or payments thereafter; and (iv) such assignment does not conflict with Legal Requirements. A Lender shall not be required to make any such assignment or delegation if, prior thereto, either (A) the circumstances entitling the Borrowers to require such assignment and delegation cease to apply or (B) such Lender is deemed not to be a Defaulting Lender pursuant to Section 2.16(b). Solely for purposes of

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effecting the assignment required for a Defaulting Lender under this Section 2.15(b) and to the extent permitted under Legal Requirements, each Lender hereby designates and appoints Administrative Agent as its true and lawful agent and attorney-in-fact, with full power and authority, for and on behalf of and in the name of such Lender to execute, acknowledge and deliver the Assignment and Acceptance required hereunder if such Lender is a Defaulting Lender, and such Lender shall be bound thereby as fully and effectively as if such Lender had personally executed, acknowledged and delivered the same.

Section 2.16 Defaulting Lenders.

(a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent not prohibited by applicable Legal Requirements:

(i) Waivers and Amendments. That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01.

(ii) Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity or otherwise), shall be applied at such time or times as may be determined by Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Bank hereunder; third, if so determined by Administrative Agent or requested by the Issuing Bank to be held as cash collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; fourth, as the Borrowers may request (so long as no Default exists), to the funding of any Advance in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by Administrative Agent; fifth, if so determined by Administrative Agent and the Borrowers, to be held in a deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Advances under this Agreement; sixth, to the payment of any amounts owing to Lenders or the Issuing Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Bank against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to Borrowers as a result of any judgment of a court of competent jurisdiction obtained by Borrowers against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Advances or Letter of Credit Obligations in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Advances or Letter of Credit Obligations were made at a time when the conditions set forth in Section 3.02 were satisfied or waived, such payment shall be applied solely to pay the Advances of, and Letter of Credit Obligations owed to, all non-Defaulting

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Lenders on a pro rata basis prior to being applied to the payment of any Advances of, or Letter of Credit Obligations owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to Section 2.13 shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto. Any funds deposited into a deposit account pursuant to this Section 2.16(a)(ii) shall be invested in accordance with Section 2.13(f)(iii).

(iii) Certain Fees. That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.03 for any period during which that Lender is a Defaulting Lender (and Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit Fees as provided in Section 2.03.

(iv) Reallocation of Pro Rata Share to Reduce Fronting Exposure. During any period in which there is an LC Lender that is a Defaulting Lender, for purposes of computing the amount of the obligation, if any, of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit pursuant to Section 2.13, the “Pro Rata Share” of each non-Defaulting Lender shall be computed without giving effect to the maximum aggregate amount of the obligation to make Advances and participate in Letters of Credit of that Defaulting Lender; provided, that (i) each such reallocation shall be given effect only if, (A) at the date the applicable Lender becomes a Defaulting Lender, no Default exists or (B) if a Default then exists, on a subsequent day that no Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit shall not exceed the positive difference, if any, of (1) the maximum aggregate amount of the Commitment of that non-Defaulting Lender minus (2) the aggregate outstanding amount of the Advances of that Lender; provided further, that no Letter of Credit Exposure shall be allocated to any Lender that is not an LC Lender.

(b) Defaulting Lender Cure. If Borrowers, Administrative Agent and the Issuing Bank agree in writing in their discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which conditions may include arrangements with respect to any cash collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Advances of the other Lenders or take such other actions as Administrative Agent may determine to be necessary to cause the Advances and funded and unfunded participations in Letters of Credit to be held on a pro rata basis by the Lenders in accordance with their Pro Rata Share (without giving effect to Section 2.16), whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrowers while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

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ARTICLE III.

CONDITIONS OF LENDING

Section 3.01 Conditions Precedent to Closing. The effectiveness of this Agreement is subject to the conditions precedent that:

(a) Documentation. The Administrative Agent (or the Pari Passu Collateral Agent (pursuant to the Intercreditor Agreement)) shall have received the following, each dated as of the Closing Date unless otherwise indicated below, duly executed (as appropriate) by all the parties thereto, each in form and substance reasonably satisfactory to the Administrative Agent:

(i) this Agreement and all attached Exhibits and Schedules;

(ii) any Note requested by a Lender pursuant to Section 2.02(g) payable to the order of such requesting Lender in the amount of its Commitment;

(iii) a Joinder Agreement (as defined in the Intercreditor Agreement) pursuant to which the 2023 Noteholder Collateral Agent joins the Intercreditor Agreement;

(iv) a certificate dated as of the Closing Date from a Responsible Officer of the Parent stating that (A) all representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents to which it is a party are true and correct in all material respects; (B) no Default has occurred and is continuing; and (C) the conditions in this Section 3.01 to be performed or complied with by the Loan Parties on or before the date hereof have been performed or complied with as of the date hereof;

(v) copies of the certificate or articles of incorporation or other equivalent organizational documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or other functional equivalent of the jurisdiction of its organization, if available;

(vi) a certificate of the Secretary or Assistant Secretary of each Loan Party dated as of the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or other functional equivalent of such Loan Party as in effect on the Closing Date, and (B) that none of the resolutions and/or incumbency certificates of each Loan Party as the Administrative Agent has previously required evidencing the identity, authority and capacity of each officer of the Loan Parties in connection with the Loan Documents to which such Loan Party is a party have been modified, rescinded or amended since they were delivered on the Initial Closing Date (or if such documents have been modified, rescinded or amended or are otherwise inaccurate, attaching complete and current versions thereof);

(vii) a certificate of another officer dated as of the Closing Date as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (vii) above;

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(viii) certificates from the appropriate Governmental Authority certifying as of a recent date as to the good standing, existence and authority of each of the Loan Parties in all jurisdictions where required by the Administrative Agent, to the extent such certificates are available in such jurisdictions;

(ix) a favorable opinion dated as of the Closing Date of Fulbright & Jaworski L.L.P., New York counsel to the Loan Parties;

(x) a favorable opinion dated as of the Closing Date of Maples and Calder, Cayman Islands counsel to the Loan Parties;

(xi) a favorable opinion dated as of the Closing Date of Réti, Antall & Partners Law Firm, Hungarian counsel to the Loan Parties;

(xii) a favorable opinion dated as of the Closing Date of Huessen, Netherlands counsel to the Loan Parties;

(xiii) a favorable opinion dated as of the Closing Date of Azmi & Associates, Malaysian counsel to the Loan Parties;

(xiv) a favorable opinion dated as of the Closing Date of PricewaterhouseCoopers Legal Poland, Polish counsel to the Loan Parties;

(xv) a favorable opinion dated as of the Closing Date of Nobel Trust Ltd, Cyprus counsel to the Loan Parties;

(xvi) a certificate from the chief financial officer of the Parent dated as of the Closing Date addressed to the Administrative Agent regarding the matters set forth in Section 4.19;

(xvii) a certificate from the chief financial officer of the Parent addressed to the Administrative Agent which shall reaffirm that as of the Closing Date the Projections prepared by the Parent and previously provided to the Administrative Agent are true and correct in all material respects based upon the assumptions stated therein and the information reasonably available to such officer at the time such Projections were made and shall describe any changes therein and state that such changes shall not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

(xviii) copies of each of the Transaction Documents certified as of the Closing Date by a Responsible Officer (A) as being true and correct copies of such documents as of the Closing Date, (B) as being in full force and effect and (C) that no material term or condition thereof shall have been amended, modified or waived after the execution thereof without the prior written consent of the Majority Lenders; and

(xix) all documentation and other information which the Administrative Agent or any Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act.

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(b) Issuance of Notes. The Administrative Agent shall have received satisfactory evidence of the contemporaneous (i) issuance by the Subsidiary Borrower of the 2023 Senior Notes and incurrence by any Borrower of the 2013 Term Loans and (ii) receipt by the Borrowers of not less than $1,100,000,000 in gross cash proceeds therefrom.

(c) Payment of Fees. On the Closing Date, the Borrowers shall have paid the fees required to be paid to the Administrative Agent and the Lenders on the Closing Date, and all other costs and expenses which have been invoiced no later than one Business Day prior to the Closing Date and are payable pursuant to Section 10.04.

(d) Financial Statements. The Administrative Agent and the Lenders shall have received true and correct copies of the Audited Financial Statements and the Projections for the three year period commencing as of a recent date and such other financial information as the Administrative Agent may reasonably request.

(e) No Proceeding or Litigation; No Injunctive Relief. No action, suit, investigation or other proceeding by or before any arbitrator or any Governmental Authority shall be threatened in writing or pending and no preliminary or permanent injunction or order by a state or federal court shall have been entered (i) in connection with this Agreement or (ii) which, in any case, in the reasonable judgment of the Administrative Agent, could reasonably be expected to have a Material Adverse Effect.

(f) Authorizations and Approvals. All Governmental Authorities and Persons shall have approved or consented to the transactions contemplated hereby, to the extent required, and such approvals shall be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened that would restrain, prevent or otherwise impose adverse conditions on this Agreement and the actions contemplated hereby.

(g) No Material Adverse Effect. Since December 31, 2012, no event or events that, individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect shall have occurred.

(h) Closing Deadline. The Closing Date shall have occurred no later than May 6, 2013.

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Section 3.02 Conditions Precedent to Each Advance. The obligation of each Revolving Credit Lender to make an Advance on the occasion of each Advance (including any initial Advance ) or Continue a Eurodollar Advance for an Interest Period of longer than one month’s duration, and the obligation of the Issuing Bank to issue, extend or increase Letters of Credit shall be subject to the further conditions precedent that on the Borrowing Date, the date of Continuation, or issuance, extension or increase date of such Letters of Credit, the following statements shall be true:

(a) the representations and warranties contained in Article IV and in each other Loan Document are true and correct in all material respects (provided that to the extent any representation and warranty is qualified as to “Material Adverse Effect” or otherwise as to “materiality”, such representation and warranty is true and correct in all respects) on and as of the date of such Advance or Continuation, or the issuance, extension or increase of such Letter of Credit before and after giving effect to the Advances or Continuation, or the issuance, extension or increase of such Letter of Credit and to the application of the proceeds from such Advance or such Continuation, or to the issuance, extension or increase of such Letter of Credit, as applicable, as though made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (provided that to the extent any representation and warranty is qualified as to “Material Adverse Effect” or otherwise as to “materiality”, such representation and warranty is true and correct in all respects); and

(b) no Default has occurred and is continuing or would result from such Advance or from the application of the proceeds therefrom or from such issuance, extension or increase of such Letter of Credit.

Section 3.03 Determinations Under Sections 3.01 and 3.02. For purposes of determining compliance with the conditions specified in Sections 3.01 and 3.02, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received written notice from such Lender prior to any Advance hereunder specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of such Advance.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES

Each Loan Party, as to itself, represents and warrants to the Secured Parties as follows:

Section 4.01 Existence. Each of the Loan Parties is duly formed, validly existing, and in good standing (to the extent the concept of good standing is applicable in such jurisdiction) under the laws of the jurisdiction of its formation and qualified to do business in each jurisdiction where its ownership or lease of Property or conduct of its business requires such qualification and where a failure to be so qualified could reasonably be expected to have a Material Adverse Effect.

Section 4.02 Power and Authority. Each of the Loan Parties has the requisite corporate (or equivalent) power and authority to own its assets and carry on its business and execute and deliver the Loan Documents to which it is a party and to perform its obligations thereunder. The execution, delivery, and performance by each Loan Party of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby (a) have been duly authorized by all necessary organizational action, (b) do not and will not (i) contravene the terms of any such Person’s organizational documents, (ii) violate any Legal Requirement, or (iii) conflict with or result in any breach or contravention of, or result in the creation of any Lien under (A) the provisions of any indenture or other material instrument or

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agreement to which such Loan Party is a party or is subject, or by which it, or its Property, is bound or (B) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject.

Section 4.03 Authorization and Approvals. No authorization, approval, consent, exemption, or other action by, or notice to or filing with, any Governmental Authority or any other Person is necessary or required on the part of any Loan Party in connection with (a) the execution, delivery and performance by, or enforcement against, any Loan Party of this Agreement and the other Loan Documents to which it is a party or (b) the consummation of the transactions contemplated hereby or thereby other than (i) the recordings and filings to be made concurrently herewith or promptly following the Closing Date as required by the Security Documents and (ii) those required in connection with the 2023 Indenture.

Section 4.04 Enforceable Obligations. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, receivership, moratorium, or similar law affecting creditors’ rights generally or general principles of equity and public policy and the discretion of the court before which any proceeding therefor may be brought.

Section 4.05 Financial Statements; No Material Adverse Effect.

(a) The Parent has delivered to the Administrative Agent copies of the Audited Financial Statements, and the Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) present fairly in all material respects the consolidated financial condition of Parent and its consolidated Subsidiaries as of their respective dates and for their respective periods in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The most recent consolidated and consolidating financial statements of the Parent delivered to the Administrative Agent pursuant to Sections 5.06(a), (b) and (c) are accurate and complete in all material respects and present fairly in all material respects the respective consolidated financial condition of Parent as of their respective dates and for their respective periods.

(b) As of the Closing Date, the unaudited consolidated balance sheets of Parent and its Subsidiaries dated September 30, 2012, and the related consolidated statements of income or operations, stockholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. As of the Closing Date, neither Parent nor any of its Subsidiaries have any material indebtedness or other liabilities, direct or

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contingent, including liabilities for taxes, material commitments and Debt, not disclosed in the Audited Financial Statements or the unaudited consolidated balance sheets of Parent and its Subsidiaries dated September 30, 2012 other than the 2019 Notes and the 2012 Term Loans.

(c) The Projections delivered by the Parent to the Administrative Agent prior to the Closing Date have been prepared in good faith and are based on assumptions deemed by Parent to be reasonable at the time made, and there are no statements or conclusions in such projections which are based upon or include information known to the Parent on the Closing Date to be misleading in any material respect or which fail to take into account material information known to the Parent on the Closing Date regarding the matters reported therein. On the Closing Date, the Parent believes that such Projections are reasonable and attainable, it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by the Projections may differ from the projected results included in such Projections.

(d) Since December 31, 2012, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Section 4.06 True and Complete Disclosure. Each of the Loan Parties has disclosed to the Administrative Agent all matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No written information, report, financial statement, exhibit or schedule furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender (whether delivered before or after the Closing Date) in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto contained, contains or will contain any material misstatement of fact or omitted, omits or will omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were, are or will be made, not misleading.

Section 4.07 Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of any Responsible Officer of any Loan Party, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against any Borrower or any Restricted Subsidiary or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or the extensions of credit contemplated hereby, or (b) either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Section 4.08 Compliance with Laws. Each of the Borrowers and the Restricted Subsidiaries have complied in all material respects with, and each Vessel is and will be operated in material compliance with, all Legal Requirements (including any Environmental Law) applicable to the conduct of their respective businesses or the ownership of their respective Property. The Borrowers and the Restricted Subsidiaries are in compliance in all material respects with the International Maritime Organization’s International Management Code for the Safe Operation of Ships and Pollution Prevention (“ISM Code”), to the extent applicable, and have established and implemented a safety management system and such other procedures as required by the ISM Code, to the extent applicable.

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Section 4.09 No Default. None of the Borrowers or any of the Restricted Subsidiaries is in default, or will be in default with notice or lapse of time or both, in any manner under or has received any notice of default with respect to any provision of any indenture or other material agreement or instrument evidencing Debt, including, the indentures governing the Senior Notes, any Drillship Drilling Contract (other than with respect to any default under a Drillship Drilling Contract that would not result in a termination right thereunder) or any other material agreement or instrument to which it is a party or by which it or any of its properties or assets are or may be bound. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

Section 4.10 Subsidiaries; Corporate Structure. Schedule 4.10 sets forth as of the Closing Date a list of all Subsidiaries of the Parent and, as to each such Subsidiary, the jurisdiction of formation, the outstanding Equity Interests therein, and the owner thereof. The Equity Interests indicated to be owned by the Person on Schedule 4.10 are fully paid and non-assessable and are owned by the persons indicated on such Schedule, free and clear of all Liens other than Permitted Liens.

Section 4.11 Condition of Properties. Each of the Borrowers and the Restricted Subsidiaries has good and indefeasible title in all its Property, necessary or used in the ordinary conduct of its business (including all Vessels), except for such minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to use such properties and assets for their intended purposes and as, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. The property of the Borrowers and the Restricted Subsidiaries is subject to no Liens, other than Permitted Liens.

Section 4.12 Environmental Condition.

(a) The Borrowers and the Restricted Subsidiaries (i) have obtained all material Environmental Permits necessary for the ownership and operation of their respective material Properties and the conduct of their respective businesses; (ii) are not in breach of any material terms and conditions of such Environmental Permits or any other material requirements of applicable Environmental Laws; (iii) have not received written notice of any material violation or alleged violation of any Environmental Law or Environmental Permit which would affect the ability of such Borrower or such Restricted Subsidiary to operate any Vessel; and (iv) are not subject to any material actual or contingent Environmental Claim.

(b) There are no facts, circumstances, conditions or occurrences on any Vessel owned or operated by any Borrower or any Restricted Subsidiary that is reasonably likely (i) to form the basis of an Environmental Claim against the Loan Parties, any of the Restricted Subsidiaries or any Vessel owned by any Borrower or any Restricted Subsidiary, or (ii) to cause such Vessel to be subject to any restrictions on its ownership, registration, use or transferability under any Environmental Law, in each case that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(c) None of the Borrowers or any of the Restricted Subsidiaries has at any time (i) generated, used, treated or stored Hazardous Materials on, or transported Hazardous Materials to or from, any Vessel at any time owned or operated by any Borrower or any Restricted

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Subsidiary, except in material compliance with any applicable Environmental Law, or (ii) released Hazardous Materials on or from any such Vessel where such occurrence or event, either individually or in the aggregate, is reasonably likely to have a Material Adverse Effect.

Section 4.13 Insurance. Each of the Borrowers and the Restricted Subsidiaries carries the insurance required to be carried under Section 5.04 of this Agreement. The properties of the Borrowers and the Restricted Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of the Parent, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Parent or the applicable Subsidiary operates.

Section 4.14 Taxes. All material federal, state, local and foreign tax returns, reports and statements required to be filed (after giving effect to any extension granted in the time for filing) by the Parent and its Subsidiaries have been filed with the appropriate Governmental Authorities in all jurisdictions in which such returns, reports and statements are required to be filed (except where any obligation to so file is being contested in good faith and by appropriate proceedings diligently conducted and for which adequate reserves have been made in accordance with GAAP), and all material taxes and other impositions due and payable have been timely paid prior to the date on which any fine, penalty, interest, late charge or loss may be added thereto for non-payment thereof except for such taxes which are not yet delinquent and taxes and other impositions being contested in good faith and by appropriate proceedings diligently conducted and for which adequate reserves have been made in accordance with GAAP.

Section 4.15 ERISA Compliance.

(a) Each of the Parent and its ERISA Affiliates is in compliance in all material respects with the applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder.

(b) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state Laws. Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination or opinion letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the best knowledge of the Parent, nothing has occurred which would prevent, or cause the loss of, such qualification. The Parent and each ERISA Affiliate have made all required contributions to each Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan.

(c) (i) No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events, could reasonably be expected to result in material liability of the Parent or any of its ERISA Affiliates; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither the Parent nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither the Parent nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA,

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would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither the Parent nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA.

Section 4.16 Security Interests.

(a) The Security Agreement is effective to create in favor of the Pari Passu Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in such Security Agreement) and, in each case subject to the terms of the Intercreditor Agreement, (i) when financing statements in appropriate form are filed in the offices specified on Schedule 1 to the Security Agreement, such Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such portion of the Collateral in which a security interest may be perfected by the filing of a financing statement under the applicable Uniform Commercial Code, in each case prior and superior in right to any other person, other than Permitted Prior Liens, Permitted Liens having priority under Legal Requirements and Liens with respect to the Senior Notes, which shall be subject to the Intercreditor Agreement, and (ii) when such Collateral (to the extent it constitutes a certificated security or an instrument under the applicable Uniform Commercial Code) is delivered to the Administrative Agent (or to the Pari Passu Administrative Agent, as bailee for the Administrative Agent, pursuant to the Intercreditor Agreement), such Security Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other person other than Permitted Prior Liens, Permitted Liens having priority under Legal Requirements and Liens with respect to the Senior Notes, which shall be subject to the Intercreditor Agreement.

(b) After the execution and delivery of each Ship Mortgage, each Ship Mortgage will be effective to create in favor of the Pari Passu Collateral Agent for the ratable benefit of the Secured Parties a legal, valid and enforceable security interest in all Collateral (as defined in such Mortgage) and, when appropriate filings or registrations are made in accordance with the laws of the Vessel’s flag, such Ship Mortgage shall constitute a preferred perfected mortgage Lien on all right, title and interest of the applicable Loan Party thereunder in the applicable Vessel, prior and superior in right to any other person, other than Permitted Liens, and will constitute a “preferred mortgage” within the meaning of Section 31301(6) of Title 46 of the United States Code, entitled to the benefits accorded a preferred mortgage on a foreign vessel, in the case of Vessels not registered under the laws and flag of the United States, and in the case of Vessels registered under the laws and flag of the United States, constitutes a “preferred mortgage” within the meaning of Section 31301(6) of Title 46 of the United States Code, entitled to the benefits accorded a preferred mortgage on a registered vessel under the laws and flag of the United States.

Section 4.17 Labor Relations. There (a) is no unfair labor practice complaint pending against any Borrower or any Restricted Subsidiary or, to the knowledge of any Responsible Officer of any Loan Party, threatened in writing against any of them, before the National Labor Relations Board (or any successor United States federal agency that administers the National Labor Relations Act), and no grievance or arbitration proceeding arising out of or under any

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collective bargaining agreement is so pending against any Borrower or any Restricted Subsidiary or, to the knowledge of any Responsible Officer of any Loan Party, threatened in writing against any of them, (b) are no strikes, lockouts, slowdowns or stoppage against any Borrower or any Restricted Subsidiary pending or, to the knowledge of any Responsible Officer of any Loan Party, threatened in writing and (c) no union representation petition existing with respect to the employees of any Borrower or any Restricted Subsidiary and no union organizing activities are taking place, in each case, the failure of which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Section 4.18 Intellectual Property. Each of the Borrowers and the Restricted Subsidiaries owns or is licensed or otherwise has full legal right to use all of the patents, trademarks, service marks, trade names, copyrights, franchises, authorizations and other rights (collectively, the “IP Rights”) that are reasonably necessary for the operation of its business, without conflict with the rights of any other Person with respect thereto, in each case, the failure of which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by any Borrower or any Restricted Subsidiary infringes upon any IP Rights held by any other Person, in each case, the failure of which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing is pending or threatened in writing, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Section 4.19 Solvency. Immediately after the consummation of the transactions to occur on the Closing Date and immediately following the making of each Advance and after giving effect to the application of the proceeds of each Advance, (a) the fair value of the assets of the Loan Parties on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, subordinated, contingent or otherwise, of the Loan Parties on a consolidated basis, at a fair valuation; (b) the present fair saleable value (or fair market value) of the Property of the Loan Parties on a consolidated basis will be greater than the amount that will be required to pay the probable liability of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) the Loan Parties on a consolidated basis will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) the Loan Parties on a consolidated basis will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Closing Date.

Section 4.20 Government Regulations.

(a) None of the Borrowers or any Restricted Subsidiary is engaged and will engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U), or extending credit for the purpose of purchasing or carrying margin stock. No part of the proceeds of any Advance will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry any margin stock (within the meaning of Regulation U) or to refinance any Debt originally incurred for such purpose, or for any other purpose that entails a violation of, or that is inconsistent with, the provisions of the Regulations of the Board, including Regulation T, U or X.

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(b) None of the Borrowers or any of the Restricted Subsidiaries, nor any Person having “control” (as that term is defined in 12 U.S.C. § 375b(9) or in regulations promulgated pursuant thereto) of any Borrower or any Restricted Subsidiary, is a “director” or an “executive officer” or “principal shareholder” (as those terms are defined in 12 U.S.C. § 375b(8) or (9) or in regulations promulgated pursuant thereto) of any Lender, of a bank holding company of which any Lender is a subsidiary or of any subsidiary of a bank holding company of which any Lender is a subsidiary. Neither the Parent nor any subsidiary or Affiliate of the Parent is (i) named on the list of Specially Designated Nationals or Blocked Persons maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control available at http://www.treas.gov/offices/enforcement/ofac/sdn/sdnlist.txt, or (ii) (A) an agency of the government of a country, (B) an organization controlled by a country, or (C) a person resident in a country that is subject to a sanctions program identified on the list maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control and available at http://www.treas.gov/offices/enforcement/ofac/programs/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person, and the proceeds from the loan will not be used to fund any operations in, finance any investments or activities in, or make any payments to, any such country, agency, organization or person.

Section 4.21 Investment Company Act. None of the Borrowers or any Restricted Subsidiary is an “investment company” within the meaning of the Investment Company Act of 1940.

ARTICLE V.

AFFIRMATIVE COVENANTS

So long as the Advances or any amount under any Loan Document shall remain unpaid, any Lender shall have any Commitment hereunder, or there shall exist any Letter of Credit Exposure, unless the Majority Lenders shall otherwise consent in writing:

Section 5.01 Preservation of Existence, Etc. Except as permitted by Section 6.03, the Parent shall, and shall cause each of its Subsidiaries to (a) preserve, renew and maintain in full force and effect its legal existence and good standing under the Legal Requirements of the jurisdiction of its formation, (b) take all reasonable action to obtain, preserve, renew, extend, maintain and keep in full force and effect all rights, privileges, permits, licenses, authorizations and franchises necessary or desirable in the normal conduct of its business, except to the extent that the Board of Directors of the Subsidiary Borrower shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Subsidiary Borrower and its Subsidiaries, taken as a whole, and that the loss thereof would not have a Material Adverse Effect, and (c) qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its Properties to the extent the failure to qualify could reasonably be expected to have a Material Adverse Effect.

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Section 5.02 Compliance with Laws, Etc. Comply in all material respects with all Legal Requirements applicable to it or to its business or property, except in such instances in which such Legal Requirement is being contested in good faith by appropriate proceedings diligently conducted, or where the failure to so comply could not reasonably be expected to have a Material Adverse Effect.

Section 5.03 Maintenance of Property. (a) Maintain and preserve all Property material to the conduct of its business and keep such Property in good repair, working order and condition in accordance with customary industry practices, (b) from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times and (c) use the standard of care typical in the industry in the operation and maintenance of its facilities.

Section 5.04 Maintenance of Insurance. Maintain insurance in amounts (and with co-insurance and deductibles) as reflects customary industry practice, against all risks (including, without limitation, marine hull and machinery (including excess value) insurance, marine protection and indemnity insurance, drilling, towage, repossession, loss of hire, war and terrorist risks, protection and indemnity insurance, liability arising out of pollution and the spillage or leakage of cargo and cargo liability insurance) with insurance companies or associations and in forms, in each case, as set forth in the Security Documents, except to the extent that maintaining such insurance would be contrary to customary industry practice.

Section 5.05 Payment of Taxes, Etc. Pay and discharge before the same shall become delinquent, all its obligations and liabilities in accordance with their terms, including

(a) all material taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its Property,

(b) all lawful claims which, if unpaid, might by law reasonably be expected to become a Lien upon its Property; and

(c) all Debt, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Debt, in each case, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrowers or such Restricted Subsidiary.

Section 5.06 Reporting Requirements. Deliver to the Administrative Agent (who shall promptly deliver to the Lenders), in form and detail satisfactory to the Administrative Agent and the Majority Lenders:

(a) Audited Annual Financials. As soon as available and in any event not later than 120 days after the end of each fiscal year of the Parent, (i) consolidated balance sheets of the Parent and its Subsidiaries, as at the end of such fiscal year, and related statements of operations, shareholders equity and cash flows, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of UHY LLP or an independent

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registered public accountant of nationally recognized standing reasonably acceptable to the Majority Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit, and (ii) the consolidating balance sheets and consolidating statements of income or operations for the Parent and its Subsidiaries and the consolidated balance sheets and consolidated statements of income or operations for the Subsidiary Borrower and the Restricted Subsidiaries, in each case for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year;

(b) Quarterly Financials. As soon as available and in any event not later than 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent, a consolidated and consolidating balance sheet of the Parent and its Subsidiaries and a consolidated balance sheet of the Subsidiary Borrower and the Restricted Subsidiaries, in each case, as at the end of such fiscal quarter, and the related consolidated and/or consolidating (as applicable) statements of income or operations and cash flows for such fiscal quarter and for the portion of the Parent’s or Subsidiary Borrower’s (as applicable) fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Parent as fairly presenting the financial condition, results of operations and cash flows of the Parent and its Subsidiaries and of the Subsidiary Borrower and the Restricted Subsidiaries (as applicable), in each case in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes;

(c) Condensed Reported Financials. As soon as available and in any event not later than 120 days after the end of each fiscal year of the Parent, the Condensed Reported Financials, as at the end of such fiscal year, setting forth in comparative form the figures for the previously reported periods.

(d) Compliance Certificates. Concurrently with the delivery of the financial statements referred to in Sections 5.06(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Parent;

(e) Management Letters. Promptly upon receipt thereof, copies of any detailed audit reports, management letters or recommendations submitted to the Board of Directors (or equivalent body or the audit committee of the Board of Directors) of the Parent by independent accountants in connection with the accounts or books of the Borrowers or any Restricted Subsidiary thereof, or any audit of any of them;

(f) Budgets and Projections. On or before 120 days after the commencement of each fiscal year of the Parent, (i) a budget in reasonable detail of the Borrowers and the Restricted Subsidiaries which includes income statements and balance sheets and cash flow statements of the Borrowers and the Restricted Subsidiaries and a consolidated cash flow statement for each of the four fiscal quarters of such fiscal year, (ii) a breakdown of projected revenues, operating expenses, utilizations and capital expenditures for each Vessel and (iii) updated Projections for the three year period commencing as of such fiscal year;

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(g) Notices Under Senior Notes. Promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to the Noteholder Collateral Agent or any holder of the Senior Notes or the Term Loans to the extent not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 5.06.

(h) Securities Law Filings and other Public Information. Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Parent, and copies of all annual, regular, periodic and special reports and registration statements which the Parent may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(i) USA Patriot Act. Promptly, following a written request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act;

(j) Tungsten Matters. Promptly after the occurrence thereof, written notice to the Administrative Agent of (i) the extension of the Tungsten Delivery Date, and (ii) a material modification of any of the specifications of the Tungsten Explorer;

(k) Disposition Agreements. Within 30 days after the execution thereof by the Borrowers or any Restricted Subsidiary, written notice of the execution and delivery of any agreement for the sale of a Vessel by any such Person; and

(l) Other Information. Such other information respecting the business or Properties, or the condition or operations, financial or otherwise, of the Borrowers and the Restricted Subsidiaries as the Administrative Agent or any Lender may from time to time reasonably request.

Documents required to be delivered pursuant to Sections 5.06(a), (b), (c), (g) or (h) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Parent posts such documents, or provides a link thereto on the Parent’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Parent’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent). The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Parent with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Section 5.07 Other Notices. Deliver to the Administrative Agent and each Lender prompt written notice of the following:

(a) Defaults. The occurrence of any Default or Event of Default;

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(b) Litigation. The filing or commencement of, or any probable threat or notice of intention of any Person to file or commence, any action, suit or proceeding (other than tax assessments), whether at law or in equity or by or before any Governmental Authority, against any Borrower or any Restricted Subsidiary or Affiliate thereof that could reasonably be expected to result in liability of any Borrower or any Restricted Subsidiary in an aggregate amount exceeding $25,000,000;

(c) ERISA Events. The occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of any Borrower or any Restricted Subsidiary in an aggregate amount exceeding $25,000,000;

(d) Environmental Notices. Promptly upon, and in any event within ten Business Days after, a Responsible Officer of any Loan Party obtains knowledge thereof, written notice of any of the following environmental matters: (i) a copy of any form of notice, summons or citation received from any Governmental Authority or any other Person, concerning (A) material violations or alleged violations of Environmental Laws, which seeks to impose liability therefor, (B) any notice of potential responsibility under any Environmental Law, or (C) the filing of a Lien other than a Permitted Lien upon, against or in connection with any Borrower or any Restricted Subsidiary, or any of the Vessels, (ii) any condition or occurrence on or arising from any Vessel that (A) results in noncompliance by any Loan Party with any applicable Environmental Law or (B) could reasonably be expected to form the basis of an Environmental Claim against any Loan Party or any such Vessel, in each case that could reasonably be expected to result in a liability of any Borrower or any Restricted Subsidiary in an aggregate amount exceeding $25,000,000; (iii) any condition or occurrence on any Vessel that could reasonably be expected to cause such Vessel to be subject to any material restrictions on the ownership, registration, use or transferability by any Loan Party of such Vessel under any Environmental Law; and (iv) the taking of any removal or remedial action in response to the actual or alleged presence of any Hazardous Material on any Vessel as required by any Environmental Law or any Governmental Authority, except to the extent that such presence, removal or remedial action could not reasonably be expected to have a Material Adverse Effect;

(e) Collateral. Furnish to the Administrative Agent prompt (and in any event within 30 days) written notice of:

(i) any change in any Loan Party’s corporate name, identity, corporate structure or jurisdiction of formation;

(ii) any default, claim of indemnity or force majeure, request by a Loan Party for material variation of vessel specifications, or notice of material compulsory changes under the Tungsten Construction Contract;

(iii) any notice of default that would result in a termination right thereunder, suspension or cancellation of, or claim of force majeure with respect to, any Drillship Drilling Contract;

(iv) any Asset Disposition of any Vessel in excess of $10,000,000;

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(v) any Involuntary Transfer in excess of $10,000,000;

(vi) any material requirement made by any insurer or classification society or by any competent authority which is not complied with within a reasonable time except to the extent that such requirement could not reasonably be expected to have a Material Adverse Effect; and

(vii) any arrest of any Vessel or the exercise or purported exercise of any Lien on any Vessel;

(f) Material Changes. Any development (excluding matters pertaining to generalized market conditions or otherwise affecting the Subsidiary Borrower and its competitors similarly) that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect;

Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of a Loan Party setting forth details of the occurrence referred to therein and stating what action such Loan Party has taken and proposes to take with respect thereto. Each notice pursuant to Section 5.07(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

Section 5.08 Books and Records; Inspection. (a) Keep proper records and books of account in which full, true and correct entries will be made in accordance with GAAP in all material respects and all Legal Requirements, reflecting all financial transactions and matters involving the assets and business of the Borrowers and the Restricted Subsidiaries; (b) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrowers and the Restricted Subsidiaries; and (c) from time-to-time during regular business hours upon reasonable prior notice, (i) permit representatives and independent contractors of the Administrative Agent to visit and inspect any of its Properties one time during each calendar year, subject to compliance with applicable safety standards pertaining to vessel visits; provided, however, in the case of the Vessels, no such visit or inspections shall interfere with the normal operation of the Vessels and before any such visit or inspection such representative or independent contractor shall sign the Vessel owner’s or operator’s standard liability waiver and release documents, (ii) to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom and (iii) to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of the Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Parent; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrowers at any time during normal business hours and without advance notice.

Section 5.09 Use of Proceeds. Use the proceeds of the Advances for working capital, issuance of letters of credit, to pay fees, commissions and expenses in connection with this Agreement, and for other general corporate purposes not in contravention of any Legal Requirement or of any Loan Document.

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Section 5.10 Nature of Business. Remain primarily engaged in the Permitted Businesses.

Section 5.11 Operation of Vessels. The applicable Borrower and each other Loan Party which owns or operates, or will own or operate, one or more Vessels will, at all times while owning or operating such Vessels, operate or cause such Vessel to be operated in a manner consistent with the standards set forth in the Security Documents.

Section 5.12 Additional Guarantors. Notify the Administrative Agent at the time that (a) the Subsidiary Borrower or any of the Restricted Subsidiaries acquire or create another Subsidiary (other than any Immaterial Subsidiary), (b) Parent acquires or creates another Subsidiary to directly or indirectly own the Equity Interests of the Subsidiary Borrower, any of the Restricted Subsidiaries or any Other Guarantor, (c) any Subsidiary of the Subsidiary Borrower that is not already a Guarantor guarantees the Senior Notes, the Term Loans, any other Pari Passu Obligation (as defined in the Intercreditor Agreement) or owns any Vessel, (d) any Subsidiary of Parent or the Subsidiary Borrower that is not already a Guarantor is the subject of a Contract Winning Trigger, or (e) any Subsidiary of Parent or the Subsidiary Borrower that is not already a Guarantor becomes an Internal Charterer, after the Closing Date, then Parent or the Subsidiary Borrower, as applicable, will, in each case subject to the terms of the Intercreditor Agreement:

(a) cause that Subsidiary to:

(i) execute a Joinder Agreement or such comparable documentation pursuant to which it will become a Guarantor hereunder; and

(ii) execute amendments to or otherwise accede to or join the Security Documents and cause the same to be perfected pursuant to which it becomes subject to the obligations of a Guarantor thereunder and pledge its assets, including the Equity Interests it owns in any of its Subsidiaries, pursuant to the Security Documents; and

(b) deliver an opinion of counsel reasonably satisfactory in form and substance to the Collateral Agent, in each case within 20 Business Days of the date on which the Subsidiary was acquired or created or otherwise becomes subject to this Section; provided that any applicable Subsidiary may be released from its Guarantee and related pledge following the occurrence of a Contract Unwind Trigger provided the conditions to that release are satisfied.

In addition, to the extent any such Subsidiary (a) is not already a direct or indirect Subsidiary of the Subsidiary Borrower and (b) does not constitute an Other Guarantor, Parent shall cause the Equity Interests of such Subsidiary to be transferred to the Subsidiary Borrower or a Subsidiary within 20 Business Days of such Subsidiary executing a Joinder Agreement or as soon as practicable where applicable local law requires additional time for compliance with applicable legal requirements.

Section 5.13 Further Assurances in General. (a) Execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, mortgages, and other documents), which may be

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required under any Legal Requirement, or which the Administrative Agent or the Majority Lenders may reasonably request to maintain or perfect the liens and security interests created under the Security Documents, all at the expense of the Loan Parties, (b) provide to the Administrative Agent, from time to time upon written request, evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority of the Liens created or intended to be created by the Security Documents, (c) not effect or permit any change referred to in Section 5.07(e) unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have, and (d) take all necessary action to ensure that the Administrative Agent does continue at all times to have, a valid, legal and perfected security interest in all the Collateral, in each case, subject to the terms of the Intercreditor Agreement. Each Loan Party hereby authorizes the Administrative Agent to file one or more financing or continuation statements under the Uniform Commercial Code (or any non-U.S. equivalent thereto), and amendments thereto, relative to all or any part of the Collateral without the signature of such Loan Party, where permitted by law.

Section 5.14 Vessel Transfers and Partial Vessel Sales.

(a) The Subsidiary Borrower and the Guarantors shall be permitted to transfer all of the legal title to a Vessel from one existing Guarantor to another existing Guarantor (or to an entity that simultaneously with such transfer becomes a Guarantor) subject to all of the existing security covering such Vessel remaining in place and upon completion of the following:

(i) the Subsidiary Borrower shall give the Pari Passu Collateral Agent written notice of any such proposed transfer not fewer than 30 days prior to the anticipated date of such transfer;

(ii) the bill of sale or other instrument of transfer will explicitly state that the transfer is subject to the assumption or continuance of the existing Ship Mortgage in full force and effect;

(iii) the relevant Vessel will be duly re-registered in the name of the transferee Guarantor under the laws and flag of the relevant jurisdiction simultaneously with such transfer and evidence thereof delivered to the Pari Passu Collateral Agent on such date;

(iv) if appropriate in the opinion of the legal counsel described in clause (g) of this Section 5.14, an instrument of assumption of mortgage will be executed by the transferee Guarantor and the Pari Passu Collateral Agent and registered promptly with such transfer with the appropriate authorities of the Vessel’s jurisdiction of registry, or any such other instrument required to perfect a Ship Mortgage in favor of the Pari Passu Collateral Agent as required by the Vessel’s jurisdiction of registry;

(v) simultaneously with such transfer, the transferee Guarantor shall acknowledge in writing to the Pari Passu Collateral Agent that the Ship Mortgage and all other Collateral relating to the Vessel remains in full force and effect and is ratified and confirmed by the transferee Guarantor;

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(vi) on the same date of such transfer, the Subsidiary Borrower and the transferee Guarantor shall deliver to the Pari Passu Collateral Agent a certificate of ownership and encumbrance or similar certificate issued by the jurisdiction of registration of the Vessel evidencing re-registration in the name of the transferee Guarantor and the continuance of the Ship Mortgage in favor of the Pari Passu Collateral Agent; and

(vii) the Subsidiary Borrower shall cause to be delivered to the Pari Passu Collateral Agent on the same date of such transfer a legal opinion from outside counsel reasonably satisfactory to the Pari Passu Collateral Agent to the following effect (i) the Vessel is duly registered (preliminarily registered if the jurisdiction is Panama) in the name of the transferee Guarantor with the appropriate authorities of the Vessel’s jurisdiction of registry; (ii) the Ship Mortgage constitutes the legal, valid and binding obligation of the transferee Guarantor and remains duly registered as a first priority Lien or ship mortgage in favor of the Pari Passu Collateral Agent with priority dating back to the date on which such Ship Mortgage was initially registered in favor of the Pari Passu Collateral Agent; (iii) an assumption of the Ship Mortgage by the transferee Guarantor has been duly registered (preliminarily registered if the jurisdiction is Panama) (or an opinion that such an assumption is not required to maintain the status of the mortgage or the assumption by the transferee Guarantor of all obligations of the mortgagor thereunder); (iv) all Collateral relating to the Vessel constitutes legal, valid and binding obligations of the transferee Guarantor; (v) all filings and consents in the relevant jurisdictions have been obtained or made; and (vi) such transfer is in compliance with the terms of this Agreement. Such legal opinion shall also contain such other opinions as are requested by the Pari Passu Collateral Agent and otherwise be in form and substance reasonably satisfactory to the Pari Passu Collateral Agent. The counsel issuing such opinion may rely on local counsel admitted to practice in the jurisdiction of registration of the Vessel with respect to matters governed by the laws of such jurisdiction. If the vessel transferred is registered under the laws and flag of Panama, the Subsidiary Borrower shall also covenant to deliver to the Pari Passu Collateral Agent an opinion of Panamanian counsel reasonably satisfactory to the Pari Passu Collateral Agent not later than five (5) months after the date of transfer confirming that such Vessel has been permanently registered in the name of the transferee Guarantor and that any assumption of Ship Mortgage or other instrument required to be filed has been permanently recorded.

(b) The Subsidiary Borrower and the Guarantors shall be permitted to transfer partial interests in a Vessel in a transaction otherwise permitted by Sections 6.03, 6.04, 6.05 or 6.06 subject to all of the existing security covering such Vessel remaining in place and upon completion of the following:

(i) the Subsidiary Borrower shall give the Pari Passu Collateral Agent written notice of any such proposed transfer not fewer than 30 days prior to the anticipated date of such transfer;

(ii) any bill of sale or other instrument of partial transfer shall state on its face that the interest transferred is subject to the lien of the relevant Ship Mortgage;

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(iii) the relevant Vessel will be duly re-registered in the joint names of the transferor Guarantor and the transferee showing the individual percentage interest held by each under the laws and flag of the relevant jurisdiction simultaneously with such transfer and evidence thereof delivered to the Pari Passu Collateral Agent on such date;

(iv) simultaneously with such transfer the transferee will acknowledge in writing to the Pari Passu Collateral Agent that it takes its interest subject to the Ship Mortgage;

(v) on the same date of such transfer, the Subsidiary Borrower will deliver to the Pari Passu Collateral Agent a certificate of ownership and encumbrance or similar certificate issued by the jurisdiction of registration of the Vessel evidencing (x) re-registration in the joint names of the transferor Guarantor and the transferee and (y) the continuance of the Ship Mortgage in favor of the Pari Passu Collateral Agent; and

(vi) the Subsidiary Borrower will cause to be delivered to the Pari Passu Collateral Agent on the same date of such transfer a legal opinion from outside counsel reasonably satisfactory to the Pari Passu Collateral Agent to the following effect (i) the Vessel is duly registered (preliminarily registered if the jurisdiction is Panama) in the joint names of the transferor Guarantor and the transferee with the appropriate authorities of the Vessel’s jurisdiction of registry; (ii) the Ship Mortgage continues to constitute the legal, valid and binding obligation of the transferor Guarantor and remains duly registered as a first priority Lien or ship mortgage in favor of the Pari Passu Collateral Agent with priority dating back to the date on which such Ship Mortgage was initially registered in favor of the Pari Passu Collateral Agent; (iii) all Collateral relating to the Vessel continues to constitute legal, valid and binding obligations of the transferor Guarantor; (iv) all filings and consents in the relevant jurisdictions have been obtained or made; and (v) such transfer is in compliance with the terms of this Agreement. Such legal opinion shall also contain such other opinions as are requested by the Pari Passu Collateral Agent and otherwise be in form and substance reasonably satisfactory the Pari Passu Collateral Agent. The counsel issuing such opinion may rely on local counsel admitted to practice in the jurisdiction of registration of the Vessel with respect to matters governed by the laws of such jurisdiction. If the Vessel transferred is registered under the laws and flag of Panama, the Subsidiary Borrower will also covenant to deliver to the Pari Passu Collateral Agent an opinion of Panamanian counsel reasonably satisfactory to the Pari Passu Collateral Agent not later than five (5) months after the date of transfer confirming that such Vessel has been permanently registered in the joint names of the transferor Guarantor and the transferee.

Section 5.15 Tungsten Delivery Date.

(a) On the Tungsten Delivery Date, execute and deliver, or cause to be executed and delivered, and do, or cause to be done, the documents or actions set out below:

(i) deliver to the Pari Passu Collateral Agent, in form reasonably satisfactory to the Pari Passu Collateral Agent, of:

(A) a copy of the protocol of delivery and acceptance evidencing the delivery of the Tungsten Explorer to and acceptance of the Tungsten Explorer by the applicable Loan Party executed by (i) Daewoo Shipbuilding & Marine Engineering Co., Ltd. and (ii) the applicable Loan Party;

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(B) a copy of the full warranty bill of sale and builder’s certificate respecting the Tungsten Explorer;

(C) a copy of the interim class certificate;

(D) a copy of the Bahamian Certificate of Registry respecting the Tungsten Explorer;

(E) a copy of the duly executed Ship Mortgage (including deed of covenants) covering the Tungsten Explorer (and in respect of the deed of covenants only, also the Pari Passu Collateral Agent) and duly filed with the Bahamian authorities;

(F) a copy of the Bahamian Certificate of Ownership and Encumbrance issued by the appropriate Bahamian authorities evidencing registration of the Tungsten Explorer under Bahamian flag in the name of the applicable Loan Party and recording of the Ship Mortgage with respect to the Tungsten Explorer;

(G) (a) evidence of insurance respecting the Tungsten Explorer that complies with the insurance requirements set forth herein and in the Security Documents, including copies of cover notes (with loss payable clause and notice of assignment attached), letter from protection and indemnity club, and letter detailing the insurances from the Loan Parties’ independent marine insurance broker and (b) a favorable report from the Insurance Advisor addressed to the Pari Passu Collateral Agent stating that the insurances covering the Tungsten Explorer (x) comply with the requirements of the Ship Mortgage and (y) are sufficient in form and substance to protect the interests of the Pari Passu Collateral Agent and the Secured Parties;

(H) a copy of a duly executed Internal Charter, if any, respecting the Tungsten Explorer to cover any and all bareboat charters respecting the Tungsten Explorer or a certificate from a Responsible Officer of the Subsidiary Borrower stating that the Subsidiary Borrower has not entered into any Internal Charter;

(I) an opinion of the Subsidiary Borrower’ Bahamian legal counsel;

(J) an opinion of counsel of the Loan Party that will be the owner of the Tungsten Explorer in form and substance reasonably satisfactory to the Pari Passu Collateral Agent; and

(K) a duly executed Assignment of Insurance, Assignment of Earnings, Internal Charterer’s Assignment of Insurance (if any), Internal Charterer’s Assignment of Earnings (if any) or Accession Agreement (if any).

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(ii) perform any additional UCC, Loan Parties’ Registry or other similar filings or notices or recordings requested by the Pari Passu Collateral Agent to perfect the security interests or Liens granted, or intended to be granted, by any Security Document and delivery of evidence of the foregoing to the Pari Passu Collateral Agent in form and substance reasonably satisfactory to the Pari Passu Collateral Agent.

Section 5.16 Designation of Restricted and Unrestricted Subsidiaries.

(a) The Board of Directors of Parent may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if:

(i) the Subsidiary Borrower could make the Restricted Payment which is deemed to occur upon such designation in accordance with Section 6.06 equal to the appropriate fair market value of all outstanding Investments owned by Parent, the Subsidiary Borrower and the Restricted Subsidiaries in such Subsidiary at the time of such designation;

(ii) such Restricted Subsidiary meets the definition of an “Unrestricted Subsidiary”;

(iii) the designation would not constitute or cause (with or without the passage of time) a Default or Event of Default or no Default or Event of Default would be in existence following such designation;

(iv) the Subsidiary Borrower delivers to the Administrative Agent a certified copy of a resolution of the Board of Directors of Parent giving effect to such designation and an Responsible Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 6.06.

If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by Parent, the Subsidiary Borrower and the Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 6.06, as determined by the Subsidiary Borrower.

In connection with the occurrence of a Contract Unwind Trigger, Parent or the Subsidiary Borrower may cause an applicable Restricted Subsidiary to be designated an Unrestricted Subsidiary if it meets the conditions set forth in this clause (a) of Section 5.16, in each case, as soon as practicable thereafter but not later than 20 Business Days or as soon as practicable thereafter where applicable local law requires additional time for compliance with applicable legal requirements.

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(b) The Board of Directors of Parent may designate any Unrestricted Subsidiary to be a Restricted Subsidiary if:

(i) the Subsidiary Borrower and the Restricted Subsidiaries could incur the Debt which is deemed to be incurred upon such designation under Section 6.02, equal to the total Debt of such Subsidiary calculated on a pro forma basis as if such designation had occurred on the first day of the four-quarter reference period;

(ii) the designation would not constitute or cause a Default or Event of Default; and

(iii) the Subsidiary Borrower delivers to the Administrative Agent a certified copy of a resolution of the Board of Directors of Parent giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions, including the incurrence of Debt under Section 6.02.

Upon the occurrence of a Contract Winning Trigger, Parent or the Subsidiary Borrower shall be required to designate each applicable Subsidiary to become a Restricted Subsidiary and a Guarantor and pledge its assets and property as Collateral pursuant to Section 5.12, upon the occurrence of a Contract Winning Trigger and shall be required to comply with the conditions set forth in this clause (b) in connection therewith. For the avoidance of doubt, and anything contained in any other provision of this Credit Agreement notwithstanding, no direct or indirect Subsidiary of Parent may become a Restricted Subsidiary for purposes of this Agreement if such Subsidiary is a Subsidiary of Parent but not a Subsidiary of the Subsidiary Borrower.

Section 5.17 Post-Closing Covenants. Within two (2) Business Days of the Closing Date, the Subsidiary Borrower shall deliver to the Administrative Agent a copy of each Security Document delivered by a Loan Party to the Pari Passu Collateral Agent that secures all or a portion of the Obligations. Promptly following the Subsidiary Borrower’s receipt of written request therefor, the Subsidiary Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, copies of all other amendments, supplements or other modifications to the Security Documents as the Administrative Agent and the Subsidiary Borrower may determine are necessary in order to effect or maintain the Administrative Agent’s Acceptable Security Interest in the Collateral for the benefit of the Secured Parties as required hereby or thereby; provided that no party hereto shall be required to take any action that would contravene the terms of the Intercreditor Agreement without all necessary consents under such Intercreditor Agreement.

ARTICLE VI.

NEGATIVE COVENANTS

So long as the Advances or any amount under any Loan Document shall remain unpaid, any Lender shall have any Commitment, or there shall exist any Letter of Credit Exposure, unless the Majority Lenders otherwise consent in writing:

Section 6.01 Liens, Etc. Neither the Parent nor the Subsidiary Borrower shall, and neither of them shall permit any of the Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind on any asset now owned or hereafter acquired, other than the following (“Permitted Liens”):

(a) Liens pursuant to any Loan Document;

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(b) Liens in favor of the Subsidiary Borrower or the Guarantors;

(c) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with Parent, the Subsidiary Borrower or any Subsidiary of the Subsidiary Borrower; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with Parent, the Subsidiary Borrower or such Subsidiary;

(d) Liens on property (including Equity Interests) existing at the time of acquisition of the property by Parent, the Subsidiary Borrower, or any Restricted Subsidiary; provided that such Liens were in existence prior to, such acquisition, and not incurred in contemplation of, such acquisition;

(e) Liens for taxes, assessments or governmental charges, claims or levies on its Property if the same shall not at the time be delinquent or thereafter can be paid without material penalty, or are being contested in good faith and by appropriate proceedings diligently conducted and for which adequate reserves in accordance with GAAP shall have been set aside on its books;

(f) Inchoate Liens arising under ERISA and Liens incurred and pledges or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other social security or retirement benefits, or similar legislation, other than any Lien imposed by ERISA;

(g) Permitted Prior Liens;

(h) pledges and Liens to secure the performance of bids, trade contracts and leases (other than Debt), statutory obligations, surety bonds (other than bonds related to judgments or litigation), appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(i) Liens arising out of judgments or awards not constituting an Event of Default under Section 7.01(f), including surety or appeal bonds related to judgments or litigation), and prejudgment Liens created by or existing from any litigation or legal proceeding, in each case in respect of which Parent or any Subsidiary thereof shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings for which adequate reserves have been made to the extent required by GAAP;

(j) rights of set-off of banks and other Persons in the ordinary course of banking and trading arrangements and burdening only deposit or brokerage accounts or other funds and assets maintained with a creditor depository institution or brokerage;

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(k) Liens to secure Debt permitted by Section 6.02(a)(iv) hereof, covering only the assets (and proceeds thereof) constructed or acquired with or financed by such Indebtedness;

(l) purchase money security interests in property or assets, whether real or personal, improvements thereto or hereafter acquired or constructed, by the Loan Parties or any Restricted Subsidiary; provided that (i) such security interests secure Debt permitted by Section 6.02(a)(xiv), (ii) such security interests are incurred, and the Debt secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Debt secured thereby does not exceed the cost of such property at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Loan Parties or any Restricted Subsidiary other than the proceeds of such property or assets (including insurance proceeds);

(m) Carriers’, warehousemen’s, landlords’, mechanics’, materialmen’s, repairmen’s, vendor’s (or other third parties), necessaries suppliers’, statutory obligations, or other like Liens arising in the ordinary course of business which are not overdue for a period of 90 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;

(n) Liens in respect of Debt incurred pursuant to Section 6.02(a)(ii); provided that such Liens are at all times subject to the Intercreditor Agreement;

(o) the pledge or encumbrance by Parent of the Equity Interests, property or assets of any Excluded Parent Subsidiary;

(p) Liens to secure any Permitted Refinancing Debt permitted to be incurred under this Agreement; provided, however, that:

(i) the new Lien is limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Debt (plus improvements and accessions to such property, or proceeds or distributions thereof); and

(ii) the Debt secured by the new Lien is not increased to any amount greater than the sum of (i) the outstanding principal amount, or, if greater, committed amount, of the original Debt and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge;

(q) Liens arising from precautionary Uniform Commercial Code financing statements relating to Operating Leases and other contractual arrangements entered into in the ordinary course of business that describe only the property subject to such Operating Lease or contractual arrangement;

(r) Liens to secure Hedging Obligations;

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(s) Survey exceptions, easements or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Debt and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person; and

(t) other Liens incurred in the ordinary course of business securing obligations, actual or contingent, in an aggregate amount not greater than $25,000,000 at any time.

Section 6.02 Debts, Guaranties and Other Obligations.

(a) Neither the Parent nor the Subsidiary Borrower shall, and neither of them will permit any of the Restricted Subsidiaries or any Other Guarantor to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to any Debt (including Acquired Debt), none of Parent, the Subsidiary Borrower, any of the Restricted Subsidiaries or any Other Guarantor will issue any Disqualified Stock, and the Subsidiary Borrower will not, and neither Parent nor the Subsidiary Borrower, will permit any of the Restricted Subsidiaries or any Other Guarantor to, issue any shares of preferred stock except:

(i) Debt under the Loan Documents;

(ii) Debt in respect of the Senior Notes and the Term Loans in an aggregate principal amount not to exceed $2,775,000,000 at any time outstanding;

(iii) Existing Debt;

(iv) Debt of the Parent, the Subsidiary Borrower, the Restricted Subsidiaries or any Other Guarantor of Debt represented by obligations with respect to Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property (real or personal), plant or equipment used in the business of the Subsidiary Borrower, the Restricted Subsidiaries or such Other Guarantor, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Debt incurred pursuant to this clause (iv), not to exceed $50,000,000 at any time outstanding;

(v) Debt of (a) Parent or any Other Guarantor or (b) the Subsidiary Borrower and the Restricted Subsidiaries incurred and outstanding on or prior to the date on which a new Restricted Subsidiary is acquired by Parent, any Other Guarantor, the Subsidiary Borrower or such Subsidiary (other than Debt incurred in contemplation of, or in connection with, the transaction or series of related transactions pursuant to which such Subsidiary became a Restricted Subsidiary of or was otherwise acquired by Parent, an Other Guarantor, the Subsidiary Borrower or such Subsidiary); provided, however, that (a) on the date that such Subsidiary is acquired by, or is merged into Parent, such Other Guarantor, the Subsidiary Borrower or such Subsidiary, Parent would have been able to incur at least $1.00 of additional Debt pursuant to the ratio set forth in clause (a)(xiv) of this Section 6.02 after giving effect to the incurrence of such Debt pursuant to this clause (a)(v); and (b) the new Subsidiary becomes a Guarantor or an Other Guarantor;

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(vi) Permitted Refinancing Debt of the Parent, the Subsidiary Borrower, any Restricted Subsidiary or any Other Guarantor in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Debt (other than intercompany Debt) that was permitted by this Agreement to be incurred under clauses (ii), (iii), (v), this clause (vi), (xiv), (xv) and (xvi) of this Section 6.02(a);

(vii) The incurrence by (A) the Subsidiary Borrower or any Restricted Subsidiary of intercompany indebtedness between or among the Subsidiary Borrower and the Restricted Subsidiaries or (B) Parent or any Other Guarantor of intercompany Debt between or among Parent and the Other Guarantors; provided, however, that:

(1) if (y) the Subsidiary Borrower or any Restricted Subsidiary is the obligor on such Debt and the payee is not the Subsidiary Borrower or any Restricted Subsidiary or (z) Parent or any Other Guarantor is the obligor on such Debt and the payee is not Parent or an Other Guarantor, as applicable, such Debt must be expressly subordinated to the prior payment in full in cash of all obligations then due with respect to the Senior Notes, this Agreement and any Guarantee of either of the foregoing; and

(2) any (y) subsequent issuance or transfer of Equity Interests that results in any such Debt being held by a Person other than Parent, the Subsidiary Borrower, any Restricted Subsidiary or any Other Guarantor, or (z) sale or other transfer of any such Debt to a Person that is not Parent, the Subsidiary Borrower, any Restricted Subsidiary or Other Guarantor,

will be deemed, in each case, to constitute an incurrence of such Debt by Parent, the Subsidiary Borrower, any Restricted Subsidiary or such Other Guarantor, as the case may be, that was not permitted by this clause (vii);

(viii) obligations (contingent or otherwise) of any Borrower, any Restricted Subsidiary or any Other Guarantor existing or arising under any Swap Contract incurred in the ordinary course of business;

(ix) Guaranties by the Borrowers, any Restricted Subsidiary or any Other Guarantor of Debt of the Borrowers, a Restricted Subsidiary or any Other Guarantor that was permitted to be incurred by another provision of this Section 6.02; provided that if the Debt being guaranteed is subordinated to or pari passu with the Senior Notes and the Obligations, then the Guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Debt guaranteed;

(x) Debt of the Subsidiary Borrower or any Restricted Subsidiary in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, and performance and surety bonds in the ordinary course of business;

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(xi) Debt of the Borrowers, any Restricted Subsidiary or any Other Guarantor arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Debt is covered within five Business Days;

(xii) Debt of the Borrowers, any Restricted Subsidiary or any Other Guarantor arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Borrowers, any Restricted Subsidiary or any Other Guarantor pursuant to such agreements, in any case incurred in connection with the disposition of any business, assets or Guarantor (other than Guarantees of Debt incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition), so long as the amount does not exceed the gross proceeds actually received by the Borrowers, any Restricted Subsidiary or any Other Guarantor in connection with such disposition;

(xiii) additional Debt of the Parent, the Subsidiary Borrower, any Restricted Subsidiary or any Other Guarantor in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Debt incurred to renew, refund, refinance, replace, defease or discharge any Debt incurred pursuant to this clause (xiii), not to exceed $125,000,000;

(xiv) additional Debt (including Acquired Debt) and Disqualified Stock of Parent and any Other Guarantor may issue shares of preferred stock, if the Consolidated Interest Coverage Ratio of Parent and its Subsidiaries on a consolidated basis, for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Debt is incurred or such Disqualified Stock is issued, as the case may be, would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Debt had been incurred or the Disqualified Stock or other shares of preferred stock had been issued, as the case may be, on the first day of such four-quarter period;

(xv) additional Debt (including Acquired Debt) and Disqualified Stock or other shares of preferred stock of the Subsidiary Borrower or any Restricted Subsidiary, if the Consolidated Interest Coverage Ratio for Subsidiary Borrower and its Restricted Subsidiaries on a consolidated basis for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Debt is incurred or such Disqualified Stock or other shares of preferred stock is issued, as the case may be, would have been at least 2.0 to 1, in each case determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Debt had been incurred or the Disqualified Stock or other shares of preferred stock had been issued, as the case may be, on the first day of such four-quarter period; and

(xvi) the incurrence from time to time in one or more offerings, by Parent of up to $125,000,000 aggregate principal amount of Debt convertible into ordinary shares of Parent, the proceeds of which will be used to invest in Parent’s business.

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(b) None of Parent, the Subsidiary Borrower or any of the Restricted Subsidiaries or any Other Guarantor will incur any Debt (including Debt permitted by this Section 6.02) that is contractually subordinated in right of payment to any other Debt of Parent, the Subsidiary Borrower or such Restricted Subsidiary or Other Guarantor unless such Debt is also contractually subordinated in right of payment to the Obligations on substantially identical terms; provided, however, that no Debt will be deemed to be contractually subordinated in right of payment to any other Debt solely by virtue of being unsecured or by virtue of being secured on a junior Lien basis.

For purposes of determining compliance with this Section 6.02, in the event that an item of proposed Debt meets the criteria of more than one of the categories of Debt described in Section 6.02(a)(i)-(xvi) above, Parent, the Subsidiary Borrower or the applicable Restricted Subsidiary will be permitted to divide and classify such item of Debt on the date of its incurrence, or later re-divide or re-classify all or a portion of such item of Debt in any manner that complies with this Section 6.02. The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on any Debt in the form of additional Debt with the same terms will be deemed to be an incurrence of Debt for purposes of this Section 6.02; provided, in each such case, that the amount of any such accrual, accretion or payment is included in Consolidated Interest Expense of the Subsidiary Borrower as accrued. Notwithstanding any other provision of this Section 6.02, the maximum amount of Debt that Parent, the Subsidiary Borrower or the applicable Restricted Subsidiary or Other Guarantor may incur pursuant to this Section 6.02 shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

The amount of any Debt outstanding as of any date will be:

(1) the accreted value of the Debt, in the case of any Debt issued with original issue discount;

(2) the principal amount of the Debt, in the case of any other Debt; and

(3) in respect of Debt of another Person secured by a Lien on the assets of the specified Person, the lesser of:

(A) the fair market value of such assets at the date of determination; and

(B) the amount of the Debt of the other Person

Section 6.03 Merger or Consolidation.

(a) Neither Parent nor the Subsidiary Borrower will, directly or indirectly: (y) consolidate or merge with or into another Person (whether or not Parent or the Subsidiary Borrower, as applicable, is the surviving Person); or (z) sell, assign, transfer, convey or

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otherwise dispose of all or substantially all of the properties or assets of, with respect to Parent, the Subsidiary Borrower, the Restricted Subsidiaries and the Other Guarantors taken as a whole, or, with respect to the Subsidiary Borrower and the Restricted Subsidiaries taken as a whole, in each case, in one or more related transactions, to another Person, unless:

(i) either: (A) Parent or the Subsidiary Borrower, as applicable, is the surviving Person; or (B) the Person formed by or surviving any such consolidation or merger (if other than Parent or the Subsidiary Borrower, as the case may be) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a Person organized or existing under the laws of the Cayman Islands, the United States, any state of the United States or the District of Columbia or, in the case of Parent, any other similar jurisdiction so long as neither the laws of any such jurisdiction nor any such transaction would adversely affect the Lenders;

(ii) the Person formed by or surviving any such consolidation or merger (if other than Parent or the Subsidiary Borrower, as applicable) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of Parent or the Subsidiary Borrower, as applicable, under this Agreement and the other Loan Documents, as applicable, pursuant to a supplement or an amendment thereto, as applicable, in each case reasonable satisfactory in form to the Administrative Agent and the Majority Lenders, as applicable (it being agreed that if the Subsidiary Borrower merges with or into Parent, Parent must assume all such obligations of the Subsidiary Borrower), provided that, if such Person is a limited liability company or a limited partnership, then Parent, the Subsidiary Borrower or such Person shall have the Obligations assumed or issued, on a joint and several basis, with a corporation in which it owns 100% of the Equity Interests;

(iii) immediately after such transaction, no Default or Event of Default exists; and

(iv) except with respect to a transaction solely between or among Parent, the Subsidiary Borrower, any of the Restricted Subsidiaries or any Other Guarantor, Parent, the Subsidiary Borrower or the Person formed by or surviving any such consolidation or merger (if other than Parent or the Subsidiary Borrower), or to which such sale, assignment, transfer, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred on the first day of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Debt pursuant to the applicable ratio set forth in Section 6.02(a)(xiv) or (xv), as applicable, for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such transaction occurred.

(b) In addition, the Subsidiary Borrower will not, directly or indirectly, lease all or substantially all of the properties and assets of it and the Restricted Subsidiaries taken as a whole, in one or more related transactions to any other Person.

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(c) This Section 6.03 will not apply to any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Subsidiary Borrower and any Restricted Subsidiary. Clauses (iii) and (iv) of paragraph (a) of this Section will not apply to a merger of the Subsidiary Borrower with an Affiliate solely for the purpose of reincorporating the Subsidiary Borrower in another jurisdiction.

(d) Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of Parent, the Subsidiary Borrower or its Restricted Subsidiaries in a transaction that is subject to, and that complies with the provisions of, this Section 6.03 hereof, the successor Person formed by such consolidation or into or with which Parent, the Subsidiary Borrower or Restricted Subsidiaries is or are merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Agreement referring to the “Parent” or the “Subsidiary Borrower,” as applicable, shall refer instead to the successor Person and not to Parent, the Subsidiary Borrower or the applicable Restricted Subsidiaries), and may exercise every right and power of Parent, the Subsidiary Borrower or Restricted Subsidiaries under this Agreement with the same effect as if such successor Person had been named as Parent, Subsidiary Borrower or Restricted Subsidiaries herein; provided, however, that the predecessor Parent, Subsidiary Borrower or Restricted Subsidiaries shall not be relieved from the obligation to pay the principal of and interest on the Obligations except in the case of a sale of all of Parent’s, Subsidiary Borrower’s or the applicable Restricted Subsidiaries’ assets in a transaction that is subject to, and that complies with the provisions of, this Section 6.03 hereof.

Section 6.04 Asset Dispositions. The Subsidiary Borrower will not, and neither Parent nor the Subsidiary Borrower will permit any of the Restricted Subsidiaries to, directly or indirectly, consummate any Asset Disposition, except for:

(a) any single transaction or series of related transactions that involves assets having a fair market value or that results in generating net proceeds, in either case, of less than $10,000,000;

(b) a transfer of Equity Interests or other assets between or among the Subsidiary Borrower and any of the Restricted Subsidiaries;

(c) an issuance of Equity Interests by a Restricted Subsidiary to the Subsidiary Borrower or to another Restricted Subsidiary;

(d) the sale or lease or other disposition of products, services or accounts receivable in the ordinary course of business and any sale or conveyance or other disposition of damaged, worn-out or obsolete assets in the ordinary course of business;

(e) the sale or other disposition of cash or Cash Equivalents;

(f) a Restricted Payment that does not violate Section 6.06 hereof or an Investment that does not violate Section 6.05;

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(g) the pledge, asset sale or other disposition by Parent or any Excluded Parent Subsidiary of the Equity Interests of any Excluded Parent Subsidiary;

(h) any transfer of property in connection with a sale and leaseback transaction (other than a sale and leaseback of a Vessel);

(i) other Asset Dispositions not otherwise permitted hereunder, provided that:

(i) Parent, the Company or the Restricted Subsidiary, as the case may be, receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and

(ii) at least 75% of the consideration received in such Asset Disposition is in the form of cash; provided, however, (A) to the extent that any disposition in such Asset Disposition was of Collateral, the non-cash consideration received is pledged as Collateral under the Security Documents contemporaneously with such sale, in accordance with the requirements set forth in the Loan and (B) any Vessel Asset Sale in respect of a Drillship shall not be permitted until the Tungsten Delivery Date has occurred; and

(iii) in the case of a Vessel Asset Sale of a Drillship, Parent would, immediately after giving pro forma effect thereto, including the application of the net proceeds therefrom, as if the same had occurred on the first day of the applicable four-quarter period, (A) be permitted to incur at least $1.00 of additional Debt pursuant to the ratio set forth in clause (a)(xiv) of Section 6.02, and (B) have a Consolidated Interest Coverage Ratio that is no worse than the Consolidated Interest Coverage Ratio immediately prior to such Vessel Asset Sale; and

(iv) upon the occurrence of any such Asset Disposition, the Borrowers shall prepay the Advances (to the extent of the balance thereof) or cash collateralize, at 100% of the face amount thereof, the Letters of Credit, or any combination of the foregoing, by an amount equal to 100% of any Net Proceeds immediately upon receipt thereof by such Person, provided, however, that, at the election of the Borrowers (as notified by the Borrowers to the Administrative Agent on or prior to the date of receipt of such Net Proceeds), and so long as no Default shall have occurred and be continuing, the applicable Borrower or Restricted Subsidiary may, within 360 days after the receipt of such Net Proceeds, reinvest such proceeds (A) in operating assets of the Borrowers and the Restricted Subsidiaries, (B) to acquire all or substantially all of the assets of, or any Equity Interests of, any Person which if it were a Restricted Subsidiary would be considered to be engaged in a Permitted Business, provided that, after giving effect to such acquisition of Equity Interests, such Person is or becomes a Restricted Subsidiary, (C) to make Capital Expenditures for the Subsidiary Borrower or any Restricted Subsidiary or (D) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in the Permitted Business of the Borrowers or the Restricted Subsidiaries; provided that clauses (B) through (D) above shall be deemed to be satisfied if a bona fide binding contract committing to make the investment, acquisition or expenditure referred to therein is entered into by the applicable Borrower

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or Restricted Subsidiary, as the case may be, with a Person within such 360-day period and such Net Proceeds are subsequently applied in accordance with such contract within one year and six months following the date of such Asset Disposition and provided, further, however, that any Net Proceeds not so applied shall be immediately applied either (1) to the extent that Advances or Letters of Credit are then outstanding hereunder, to repay and/or cash collateralize at 100% of the face amount thereof, as applicable, on a pro rata basis such Advances and/or Letters of Credit or (2) to the extent that no Advances or Letters of Credit are then outstanding hereunder, to repay Debt, including the Senior Notes, the repayment of which was secured by the asset that was the subject of such Asset Sale accompanied, with respect to each of clauses (1) and (2) above, by a corresponding permanent pro rata reduction of the aggregate Commitments. In the event any contract referred to in the third proviso above is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, then such Net Proceeds must be applied as set forth herein.

For purposes of this Section 6.04, each of the following will be deemed to be cash:

(A) any liabilities, as shown on the Subsidiary Borrower’s most recent consolidated balance sheet, of the Subsidiary Borrower or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Senior Notes or the Obligations under this Agreement) that are assumed by the transferee of any such assets so long as the Subsidiary Borrower or such Restricted Subsidiary are released from further liability;

(B) any securities, notes or other obligations received by the Subsidiary Borrower or any such Restricted Subsidiary from such transferee that are converted by the Subsidiary Borrower or such Restricted Subsidiary into cash within 180 days of receipt thereof, to the extent of the cash received in that conversion;

(C) any stock or assets of the kind referred to in clauses (iii)(B) and (C) of paragraph (i) of this Section 6.04; and

(D) any Designated Non-cash Consideration, when taken together with all other Designated Non-cash Consideration received pursuant to this clause (d) that is at that time outstanding, not to exceed 5% of Issuer’s Consolidated Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value).

Pending the final application of any Net Proceeds, the Subsidiary Borrower may temporarily reduce outstanding revolving credit Debt of Parent, the Subsidiary Borrower, any Restricted Subsidiary or any Other Guarantor, or otherwise invest the Net Proceeds in cash and Cash Equivalents.

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Section 6.05 Investments. The Subsidiary Borrower shall not, and the Parent and the Subsidiary Borrower shall not permit any Restricted Subsidiary, to make or suffer to exist any Investments, or commitments therefor, except:

(a) Investments in Cash Equivalents;

(b) Investments in the Subsidiary Borrower or in a wholly-owned Restricted Subsidiary that is a Guarantor;

(c) any Investment by the Subsidiary Borrower or any wholly-owned Restricted Subsidiary in a Person, if as a result of such Investment:

(i) such Person becomes a wholly-owned Restricted Subsidiary and a Guarantor; or

(ii) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Subsidiary Borrower or a wholly-owned Restricted Subsidiary that is a Guarantor;

(d) any Investment made as a result of the receipt of non-cash consideration from an asset sale that was made pursuant to and in compliance with Section 6.04 hereof;

(e) any acquisition of assets or Equity Interests solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Subsidiary Borrower;

(f) any Investments received in compromise or resolution of obligations of trade creditors or customers that were incurred in the ordinary course of business of the Subsidiary Borrower or any of the Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer and any Investments obtained in exchange for any such Investments;

(g) Investments represented by Hedging Obligations;

(h) repurchases, redemptions, or satisfaction and discharge of any of the Senior Notes in compliance with the Intercreditor Agreement;

(i) loans or advances to employees of Parent in the ordinary course of business not to exceed $1,000,000 in the aggregate at any one time outstanding;

(j) Investments in any Person having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (j) that are at the time outstanding not to exceed the greater of (a) $100.0 million and (b) 5% of the Subsidiary Borrower’s Consolidated Tangible Assets; and

(k) other Investments in any Person in an aggregate principal amount (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (k) that are at

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the time outstanding not to exceed the greater of (i) $25,000,000 and (ii) the amount permitted to be paid out as a Restricted Payment under Section 6.06(k), less all Restricted Payments paid out pursuant to such Section 6.06(k) since the date hereof.

Section 6.06 Restricted Payments. The Subsidiary Borrower shall not, and the Parent and the Subsidiary Borrower shall not permit any Restricted Subsidiary, to declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so other than, so long as no Default has occurred and is continuing or would be caused thereby:

(a) the payment of any dividend or distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or distribution or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend, distribution or redemption payment would have complied with the provisions of this Agreement;

(b) the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the sale (other than to a Restricted Subsidiary of the Subsidiary Borrower) of, Equity Interests of the Subsidiary Borrower (other than Disqualified Stock) or from the contribution of common equity capital to the Subsidiary Borrower, in each case, within 180 days of such exchange, sale or contribution; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (l)(ii)(B) below;

(c) the repurchase, redemption, defeasance or other acquisition or retirement for value of Debt of the Parent, the Subsidiary Borrower or any Restricted Subsidiary that is contractually subordinated to the Senior Notes, the Obligations or to any Guarantee of the foregoing with the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Debt;

(d) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary to the holders of its Equity Interests on a pro rata basis;

(e) the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of the Subsidiary Borrower or any Restricted Subsidiary issued after the date of this Agreement in accordance with the Consolidated Interest Coverage Ratio test set forth in Section 6.02(a)(xv) hereof;

(f) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(g) Restricted Payments by the Subsidiary Borrower or any Restricted Subsidiary to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or warrants or upon the conversion or exchange of Equity Interests of any such Person;

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(h) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Subsidiary Borrower or any Restricted Subsidiary held by any current or former officer, director or employee of the Subsidiary Borrower or any of its Restricted Subsidiaries pursuant to any equity subscription agreement, severance agreement, stock option agreement, shareholders’ agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $2,000,000 in any twelve-month period (with any portion of such $2,000,000 that is unused in any twelve-month period to be carried forward to successive twelve-month periods and added to such amount);

(i) Permitted Parent Payments;

(j) Permitted Operating Expense and Tax Reimbursements;

(k) Restricted Payments not otherwise permitted hereunder provided that:

(i) the Subsidiary Borrower would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made on the first day of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Debt pursuant to the Consolidated Interest Coverage Ratio test set forth in Section 6.02(a)(xv) hereof;

(ii) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Subsidiary Borrower and the Restricted Subsidiaries since the date of this Agreement pursuant to this clause (i), is less than the sum, without duplication, of:

(A) 50% of the Consolidated Net Income of the Subsidiary Borrower and the Restricted Subsidiaries on a combined or consolidated basis, as the case may be, for the period (taken as one accounting period) from the first day of the first fiscal quarter commencing after the Initial Closing Date to the end of the Subsidiary Borrower’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

(B) 100% of the aggregate net cash proceeds received by the Subsidiary Borrower since the date of this Agreement as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Subsidiary Borrower (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Subsidiary Borrower that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Restricted Subsidiary of the Subsidiary Borrower); plus

(C) to the extent that any Investment that was made after the date of this Agreement is sold for cash or otherwise liquidated or repaid for cash, the

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lesser of (i) the cash return of capital with respect to such Investment (less the cost of disposition, if any) and (ii) the initial amount of such Restricted Investment; plus

(D) to the extent that any Unrestricted Subsidiary designated as such after the date of this Agreement is redesignated as a Restricted Subsidiary after the date of this Agreement, the lesser of (i) the fair market value of Parent’s or the Subsidiary Borrower’s Investment in such Subsidiary, as the case may be, as of the date of such redesignation or (ii) such fair market value as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary after the date of this Agreement; plus

(E) 50% of any dividends received by the Subsidiary Borrower or any Restricted Subsidiary after the date of this Agreement from an Unrestricted Subsidiary, to the extent that such dividends were not otherwise included in the Consolidated Net Income of the Subsidiary Borrower for such period; plus

(F) $25,000,000.

Section 6.07 Change in Nature of Business. Neither Parent nor the Subsidiary Borrower will, and neither of them will permit any of the Restricted Subsidiaries or any other Guarantor to engage in any business other than Permitted Businesses, except to such extent as would not be material to the Subsidiary Borrower and the Restricted Subsidiaries taken as a whole.

Section 6.08 Transactions With Affiliates.

(a) Neither Borrower will nor will they permit any of the Restricted Subsidiaries or any Other Guarantor to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of Parent, the Subsidiary Borrower, any Restricted Subsidiary or any Other Guarantor (each, an “Affiliate Transaction”) unless:

(i) the Affiliate Transaction is on terms that are no less favorable to Parent, the Subsidiary Borrower, any applicable Restricted Subsidiary or any applicable Other Guarantor than those that would have been obtained in a comparable transaction by Parent, the Subsidiary Borrower, any applicable Restricted Subsidiary or any applicable Other Guarantor with an unrelated Person or, if there is no such comparable transaction, on terms that are fair and reasonable to Parent, the Subsidiary Borrower, any applicable Restricted Subsidiary and any applicable Other Guarantor and reflect an arms’ length negotiation; and

(ii) Parent delivers to the Administrative Agent:

(A) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of

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$10,000,000, a resolution of the Board of Directors of Parent certifying that such Affiliate Transaction complies with this Section 6.08 and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of Parent; and

(B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $100,000,000, an opinion as to the fairness to Parent, the Subsidiary Borrower, any applicable Restricted Subsidiary or any applicable Other Guarantor of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

(b) The following items will not be deemed to be Affiliate Transactions and therefore, will not be subject to the provisions of the prior paragraph:

(i) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by Parent or any of its Subsidiaries in the ordinary course of business and payments pursuant thereto;

(ii) payment of reasonable directors’ fees to Persons who are not otherwise Affiliates of Parent;

(iii) transactions between or among the Borrowers, any of the Restricted Subsidiaries or any Other Guarantor;

(iv) transactions between or among Parent and/or any of its Subsidiaries (excluding transactions involving the Subsidiary Borrower, any of the Restricted Subsidiaries or any Other Guarantor);

(v) loans or advances to employees of Parent in the ordinary course of business not to exceed $5,000,000 in the aggregate at any one time outstanding;

(vi) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Subsidiary Borrower solely because the Subsidiary Borrower owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;

(vii) Investments and Restricted Payments that do not violate Section 6.05 and Section 6.06, respectively;

(viii) any agreement as in effect on the Closing Date described on Schedule 6.08 or any amendments, renewals or extensions of any such agreement (so long as such amendments, renewals or extensions are not less favorable to the Lenders); and

(ix) transactions between or among any Excluded Parent Subsidiary, on the one hand and Parent and any of its other Subsidiaries (excluding transactions involving the Subsidiary Borrower, any of the Restricted Subsidiaries or any Other Guarantor), on

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the other hand, provided that such transaction is entered into in the ordinary course of business and on an arm’s length basis and that any such transaction has been approved by a majority of the disinterested members of the Board of Directors of Parent.

Section 6.09 [Reserved].

Section 6.10 Agreements Restricting Liens and Distributions. Neither Parent nor the Subsidiary Borrower will, and neither of them will permit any of the Restricted Subsidiaries or any Other Guarantor to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of the Restricted Subsidiaries or Other Guarantor to:

(a) pay dividends or make any other distributions on its Equity Interests to the Subsidiary Borrower or any of the Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Debt owed to the Subsidiary Borrower or any of the Restricted Subsidiaries;

(b) make loans or advances to the Subsidiary Borrower or any of the Restricted Subsidiaries; or

(c) sell, lease or transfer any of its properties or assets to the Subsidiary Borrower or any of the Restricted Subsidiaries; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(i) the indentures governing the Senior Notes, provided that the encumbrances and restrictions contained therein, including any related collateral documents, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in this Agreement;

(ii) agreements governing Existing Debt as in effect on the Closing Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Agreement;

(iii) this Agreement and the other Loan Documents;

(iv) applicable Legal Requirements;

(v) any instrument governing Debt or Equity Interests of a Person acquired by Parent, the Subsidiary Borrower, any of the Restricted Subsidiaries or Other Guarantors as in effect at the time of such acquisition (except to the extent such Debt or Equity Interest was incurred in connection with or in contemplation of such acquisition),

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which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Debt, such Debt was permitted by the terms of this Agreement to be incurred;

(vi) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business;

(vii) purchase money obligations for property acquired in the ordinary course of business, mortgage financings and Capital Lease Obligations that impose restrictions on the property purchased or mortgaged or leased of the nature described in clause (c) of the preceding paragraph;

(viii) any agreement for the sale or other disposition of any Restricted Subsidiary or any Other Guarantor that restricts distributions by that Restricted Subsidiary or Other Guarantor pending the sale or other disposition;

(ix) Permitted Refinancing Debt; provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Debt being refinanced;

(x) Liens permitted to be incurred under Section 6.01 that limit the right of the debtor to dispose of the assets subject to such Liens;

(xi) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;

(xii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(xiii) restrictions contained in, or in request of, Swap Contracts permitted to be incurred by this Agreement; and

(xiv) any customary encumbrances or restrictions imposed pursuant to any agreement of the type described in Section 6.05.

Section 6.11 Limitation on Accounting Changes or Changes in Fiscal Periods. The Parent shall not, and shall not permit any other Loan Party to permit (a) any change in any of its accounting policies affecting the presentation of financial statements or reporting practices, except as required or permitted by GAAP or (b) the fiscal year of the Parent or any of its Subsidiaries to end on a day other than December 31 or change the Parent’s method of determining fiscal quarters.

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Section 6.12 Off-Balance Sheet Liabilities. The Parent shall not, and shall not permit any other Loan Party to enter into or suffer to exist any transaction pursuant to which it incurs or has incurred Off-Balance Sheet Liabilities.

Section 6.13 Amendment of Material Contracts. The Parent shall not, and shall not permit any Subsidiary to amend, modify, supplement, terminate or waive any provision of

(a) the Loan Parties’ organizational documents in a manner which would be materially adverse to the Secured Parties;

(b) the 2023 Indenture, the 2019 Indenture or the Term Loans in any manner that would (i) shorten the date scheduled for any principal payment or increase the amount of any required principal payments on account thereof or (ii) grant any credit support or collateral security therefor, except to the extent that the Administrative Agent also has or obtains such credit support or a Lien on such assets and such collateral security is granted subject to the Intercreditor Agreement; and

(c) any Drilling Contract with respect to a Drillship in any manner that would (i) decrease the applicable day rate or (ii) shorten the term thereof.

Section 6.14 Operation of Vessels. The applicable Borrower and each other Loan Party which owns or operates, or will own or operate, one or more Vessels will not (a) make or allow any modification to any Vessel, (b) employ or allow the employment of any Vessel or (c) charter any Vessel or permit the Vessel to serve under any contract, in each case, in a manner inconsistent with the standards set forth in the Security Documents, except as required by applicable Legal Requirements or the class society of such Vessel.

Section 6.15 Bank Accounts. The Parent shall not, and shall not permit any other Loan Party to establish any bank accounts other than (a) accounts maintained with a Lender, (b) accounts subject to an Account Control Agreement, (c) accounts established and used exclusively for the purpose of funding payroll, payroll taxes and other compensation and benefits to employees identified as such in one or more notices delivered to the Administrative Agent from time to time and (d) Foreign Deposit Accounts; provided that (i) no such Foreign Deposit Account shall have a cash balance greater than $1,000,000 at any time, and all such Foreign Deposit Accounts, collectively, shall not have a cash balance greater than $5,000,000 in the aggregate at any time, in each case, for more than five (5) consecutive Business Days and (ii) within three (3) Business Days of opening a Foreign Deposit Account, a Responsible Officer of the Loan Party that holds such Foreign Deposit Account certifies to the Administrative Agent that such Foreign Deposit Account meets the requirements of this Section 6.15; provided further that, to the extent any Foreign Deposit Accounts have cash balances greater than the limits set forth in Section 6.15(d)(i) above, the Administrative Agent shall receive prompt written notice thereof which notice shall also provide information with respect to a Deposit Account for which a Deposit Account Control Agreement is in effect into which such excess amounts shall be swept or deposited prior to the expiration of the five Business Day period provided for in Section 6.15(d)(i) above. Schedule 6.15 sets forth the account numbers and locations of all bank accounts of the Loan Parties as of the Closing Date.

Section 6.16 Super Senior Debt to EBITDA Ratio. The Super Senior Debt to EBITDA Ratio for Parent and the Subsidiaries on a consolidated basis for the period of four fiscal quarters ending on the last day of a fiscal quarter shall not be greater than 1.50:1.00.

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ARTICLE VII.

EVENTS OF DEFAULT

Section 7.01 Events of Default. The occurrence of any of the following events shall constitute an “Event of Default”:

(a) Payment. Any Borrower shall fail to pay (i) any principal of any Advance (excluding any optional prepayment but including, without limitation, any mandatory prepayment required by Section 2.06) or reimburse any drawing under any Letter of Credit when the same becomes due and payable that is not otherwise treated as a Eurodollar Advance pursuant to Section 2.13(c), or (ii) any interest on the Advances, any fees, reimbursements, indemnifications, or other amounts payable in connection with the Obligations, this Agreement or under any other Loan Document within three Business Days after the same becomes due and payable;

(b) Representation and Warranties. Any representation or statement made or deemed to be made by any Borrower or any other Loan Party (or any of their respective officers) in this Agreement or in any other Loan Document that does not have a materiality or Material Adverse Effect qualification shall be incorrect or misleading in any material respect when made or deemed made or any representation or statement made or deemed to be made by any Borrower or any other Loan Party (or any of their respective officers) in this Agreement or in any other Loan Document that has a materiality or Material Adverse Effect qualification shall be incorrect or misleading in any respect when made or deemed made;

(c) Covenant Breaches. Any Borrower or any other Loan Party shall (i) fail to perform or observe any covenant contained in Sections 5.01 (with respect to only the Borrowers), 5.04, 5.06, 5.07, 5.09, 5.12 and Article VI of this Agreement or (ii) fail to perform or observe any other term or covenant set forth in this Agreement or in any other Loan Document which is not covered by clause (i) above or any other provision of this Section 7.01 if such failure shall remain unremedied for 30 days after the earlier of (A) written notice of such default shall have been given to the Borrowers by the Administrative Agent or (B) any actual knowledge of such default by a Responsible Officer of any Loan Party;

(d) Cross-Default. (i) Any Loan Party or any of the Restricted Subsidiaries shall fail to pay any principal of or premium or interest on its Debt which is outstanding in a principal amount of at least $25,000,000 (or the equivalent in any other currency) individually or when aggregated with all such Person’s other Debt that is also in default (but excluding Debt evidenced by the Advances) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), (ii) any other event shall occur or condition shall exist under any agreement or instrument relating to Debt which is outstanding in a principal amount of at least $25,000,000 (or the equivalent in any other currency) individually or when aggregated with all such Person’s other Debt that is also in default (but excluding Debt evidenced by the Advances), if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt; (iii) any such Debt

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shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; or (iv) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Restricted Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Restricted Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Restricted Subsidiary as a result thereof is greater than $25,000,000;

(e) Insolvency. Any Loan Party or any Restricted Subsidiary that is a Significant Subsidiary shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness which it would not otherwise be able to pay as it falls due or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against any Loan Party or any Restricted Subsidiary that is a Significant Subsidiary seeking to adjudicate it as a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against such Person, either such proceeding shall remain undismissed for a period of 60 days (provided that during such period such proceeding is being contested by the applicable Loan Party in good faith and by appropriate proceedings diligently conducted) or any of the actions sought in such proceeding shall occur; or such Person shall take any action to authorize any of the actions set forth above in this paragraph (e) or any analogous procedure or step is taken in any jurisdiction;

(f) Judgments. Any judgment, decree or order for the payment of money shall be rendered against any Loan Party or any Restricted Subsidiary in an amount in excess of $25,000,000 (or the equivalent in any other currency) and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect (provided that during such period such stay is being sought by the applicable Loan Party by appropriate proceedings diligently conducted);

(g) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of any Loan Party under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of $25,000,000, or (ii) the Parent or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $25,000,000;

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(h) Loan Documents. Any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or payment in full of all the Obligations, ceases to be in full force and effect and if such failure can be cured by the Loan Parties, the Loan Parties refuse to take actions required pursuant to Section 10.10 to cure such unenforceability; or any Loan Party contests in any manner the validity or enforceability of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document;

(i) Security Documents. The Administrative Agent for the benefit of the Secured Parties shall fail to have an Acceptable Security Interest in a material portion of the Collateral, except to the extent otherwise permitted by this Agreement and if such failure can be cured by the Loan Parties, the Loan Parties refuse to take actions reasonably requested by Administrative Agent to cure such failure;

(j) Intercreditor Agreement. The Intercreditor Agreement or any provision thereof shall cease to be in full force and effect (other than in accordance with the terms of the Intercreditor Agreement) and such ceasing of the effectiveness of any such provision could reasonably be expected to be adverse to the interests of the Lenders; or

(k) Change of Control. A Change of Control shall occur.

Section 7.02 Optional Acceleration of Maturity. If any Event of Default (other than an Event of Default pursuant to Section 7.01(e)) shall have occurred and be continuing, then, and in any such event:

(a) the Administrative Agent shall at the written request, or may with the consent, of the Majority Lenders, by notice to the Borrowers, (i) declare the Commitments and the obligation of each Lender and the Issuing Bank to make extensions of credit hereunder, including making Advances and issuing Letters of Credit, to be terminated, whereupon the same shall forthwith terminate, and (ii) declare all principal, interest, fees, reimbursements, indemnifications, and all other amounts payable under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon all such amounts shall become and be forthwith due and payable in full, without notice of intent to demand, demand, presentment for payment, notice of nonpayment, protest, notice of protest, grace, notice of dishonor, notice of intent to accelerate, notice of acceleration, and all other notices, all of which are hereby expressly waived by the Borrowers;

(b) each Borrower shall, on demand of the Administrative Agent at the written request or with the consent of the Majority Lenders, deposit with the Administrative Agent into the LC Cash Collateral Account an amount of cash in Dollars equal to the outstanding Letter of Credit Exposure as security for the Obligations to the extent the Letter of Credit Obligations are not otherwise paid at such time; and

(c) the Administrative Agent shall at the written request of, or may with the consent of, the Majority Lenders proceed to enforce its rights and remedies under the Security Documents, this Agreement, and any other Loan Document for the ratable benefit of the Lenders by appropriate proceedings.

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Section 7.03 Automatic Acceleration of Maturity. If any Event of Default pursuant to Section 7.01(e) shall occur:

(a) (i) the Commitments and the obligation of each Lender and the Issuing Bank to make extensions of credit hereunder, including making Advances and issuing Letters of Credit, shall terminate, and (ii) all principal, interest, fees, reimbursements, indemnifications, and all other amounts payable under this Agreement and the other Loan Documents shall become and be forthwith due and payable in full, without notice of intent to demand, demand, presentment for payment, notice of nonpayment, protest, notice of protest, grace, notice of dishonor, notice of intent to accelerate, notice of acceleration, and all other notices, all of which are hereby expressly waived by the Borrowers;

(b) each Borrower shall deposit with the Administrative Agent into the LC Cash Collateral Account an amount of cash in Dollars equal to the outstanding Letter of Credit Exposure as security for the Obligations to the extent the Letter of Credit Obligations are not otherwise paid at such time; and

(c) the Administrative Agent shall at the written request of, or may with the consent of, the Majority Lenders proceed to enforce its rights and remedies under the Security Documents, this Agreement, and any other Loan Document for the ratable benefit of the Lenders by appropriate proceedings.

Section 7.04 Non-exclusivity of Remedies. No remedy conferred upon the Administrative Agent, the Issuing Bank and the Lenders is intended to be exclusive of any other remedy, and each remedy shall be cumulative of all other remedies existing by contract, at law, in equity, by statute or otherwise.

Section 7.05 Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Legal Requirements, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Bank or any such Affiliate to or for the credit or the account of any Borrower or any other Loan Party against any and all of the obligations of the Borrowers or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the Issuing Bank, irrespective of whether or not such Lender or the Issuing Bank shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrowers or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Bank different from the branch or office holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations

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owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Bank or their respective Affiliates may have. Each Lender and the Issuing Bank agrees to notify the Borrowers and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Section 7.06 Application of Proceeds.

(a) Subject to the terms of the Intercreditor Agreement, the Administrative Agent shall apply the proceeds of any collection or sale of Collateral pursuant to this Article VII, including any Collateral consisting of cash, as follows:

(i) First, to the payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent to the extent permitted by Section 10.04) payable to the Administrative Agent in its capacity as such (whether incurred in connection with such collection or sale or otherwise in connection with, or pursuant to, this Agreement or any other Loan Document);

(ii) Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders and the Issuing Bank (including fees, charges and disbursements of counsel to the respective Lenders and the Issuing Bank arising under the Loan Documents to the extent permitted by Section 10.04), ratably among them in proportion to the respective amounts described in this clause Second payable to them;

(iii) Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Advances, Letter of Credit Obligations and other Obligations arising under the Loan Documents, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause Third payable to them;

(iv) Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Advances and Letter of Credit Obligations, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause Fourth held by them;

(v) Fifth, to the Administrative Agent for the account of the Issuing Bank, to cash collateralize that portion of Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise cash collateralized; and

(vi) Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrowers or otherwise pursuant to Legal Requirement.

(b) Amounts used to cash collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of

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Credit as they occur. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

ARTICLE VIII.

THE GUARANTY

Section 8.01 Liabilities Guaranteed. Each Guarantor hereby, joint and severally, irrevocably and unconditionally guarantees the prompt payment at maturity of the Obligations.

Section 8.02 Nature of Guaranty. This guaranty is an absolute, irrevocable, completed and continuing guaranty of payment and not a guaranty of collection, and no notice of the Obligations or any extension of credit already or hereafter contracted by or extended to any Borrower need be given to any Guarantor. This guaranty may not be revoked by any Guarantor and shall continue to be effective with respect to the Obligations arising or created after any attempted revocation by such Guarantor and shall remain in full force and effect until the Obligations are paid in full and the Commitments are terminated or such Guarantor is released in accordance with the terms of this Agreement, notwithstanding that from time to time prior thereto no Obligations may be outstanding. The Borrowers and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time, the Obligations, and the Lenders may waive any Default or Events of Default without notice to any Guarantor and in such event each Guarantor will remain fully bound hereunder on the Obligations. Other than with respect to any Guarantor that is released in accordance with the terms of this Agreement, this guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Obligations is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made. This guaranty may be enforced by the Administrative Agent and shall not be discharged by the assignment or negotiation of all or part of the Obligations. Each Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, and also notice of acceptance of this guaranty, acceptance on the part of the Lenders being conclusively presumed by the Lenders’ request for this guaranty and the Guarantors’ being party to this Agreement.

Section 8.03 Guarantor’s Waivers.

(a) General. Each Guarantor waives any right to require any of the Lenders to (i) proceed against any Borrower or any other person liable on the Obligations, (ii) enforce any of their rights against any other guarantor of the Obligations, (iii) proceed or enforce any of their rights against or exhaust any security given to secure the Obligations, (iv) have any Borrower joined with any Guarantor in any suit arising out of this Article VIII and/or the Obligations, or (v) pursue any other remedy in the Lenders’ powers whatsoever. Other than as set forth herein, the Lenders shall not be required to mitigate damages or take any action to reduce, collect or enforce the Obligations. Guarantor waives any defense arising by reason of any disability, lack of corporate authority or power, or other defense of any Borrower or any other guarantor of the Obligations, and shall remain liable hereon regardless of whether any Borrower or any other guarantor be found not liable thereon for any reason. Whether and when to exercise any of the

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remedies of the Lenders under any of the Loan Documents shall be in the sole and absolute discretion of the Administrative Agent, acting upon the written request or with the consent of the Majority Lenders, and no delay by the Administrative Agent in enforcing any remedy, including delay in conducting a foreclosure sale, shall be a defense to any Guarantor’s liability under this Article VIII. Without limiting the generality of the foregoing, it is agreed that, to the extent permitted by applicable law, the adoption of any law or regulation of any jurisdiction or any other event affecting any term of any Obligation shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, unconditional and irrevocable as described above.

(b) In addition to the waivers contained in Section 8.03(a) hereof, the Guarantors waive, and agree that they shall not at any time insist upon, plead or in any manner whatsoever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshaling of assets or redemption laws, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Guarantors of their obligations under, or the enforcement by the Administrative Agent or the Lenders of, this Guaranty. The Guarantors hereby waive diligence, presentment and demand (whether for nonpayment or protest or of acceptance, maturity, extension of time, change in nature or form of the Obligations, acceptance of further security, release of further security, composition or agreement arrived at as to the amount of, or the terms of, the Obligations, notice of adverse change in any Borrower’s financial condition or any other fact which might materially increase the risk to the Guarantors) with respect to any of the Obligations or all other demands whatsoever and waive the benefit of all provisions of law which are or might be in conflict with the terms of this Article VIII. The Guarantors, jointly and severally, represent, warrant and agree that, as of the date of this Guaranty, their obligations under this Guaranty are not subject to any offsets or defenses of any kind against the Administrative Agent, the Lenders, any Borrower or any other Person that executes a Loan Document. The Guarantors further jointly and severally agree that their obligations under this Guaranty shall not be subject to any counterclaims, offsets or defenses of any kind which may arise in the future against the Administrative Agent, the Lenders, the Borrowers or any other Person that executes a Loan Document.

(c) Subrogation. Until the Obligations have been paid in full, each Guarantor waives all rights of subrogation or reimbursement against any Borrower, whether arising by contract or operation of law (including, without limitation, any such right arising under any federal or state bankruptcy or insolvency laws) and waives any right to enforce any remedy which the Lenders now have or may hereafter have against any Borrower, and waives any benefit or any right to participate in any security now or hereafter held by the Administrative Agent or any Lender.

Section 8.04 Maturity of Obligations, Payment. Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this Article VIII without demand or notice to any Guarantor. Each Guarantor will, forthwith upon notice from the Administrative Agent, jointly and severally pay to the Administrative Agent the amount due and unpaid by any Borrower and guaranteed hereby. The failure of the Administrative Agent to give this notice shall not in any way release any Guarantor hereunder.

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Section 8.05 Administrative Agent’s Expenses. If any Guarantor fails to pay the Obligations after notice from the Administrative Agent of any Borrower’s failure to pay any Obligations at maturity, and if the Administrative Agent obtains the services of an attorney for collection of amounts owing by any Guarantor hereunder, or obtaining advice of counsel in respect of any of their rights under this Article VIII, or if suit is filed to enforce this Article VIII, or if proceedings are had in any bankruptcy, probate, receivership or other judicial proceedings for the establishment or collection of any amount owing by any Guarantor hereunder, or if any amount owing by any Guarantor hereunder is collected through such proceedings, each Guarantor jointly and severally agrees to pay to the Administrative Agent the Administrative Agent’s reasonable attorneys’ fees.

Section 8.06 Liability. It is expressly agreed that the liability of each Guarantor for the payment of the Obligations guaranteed hereby shall be primary and not secondary.

Section 8.07 Events and Circumstances Not Reducing or Discharging any Guarantor’s Obligations. Each Guarantor hereby consents and agrees to each of the following to the fullest extent permitted by law, and agrees that each Guarantor’s obligations under this Article VIII shall not be released, diminished, impaired, reduced or adversely affected by any of the following, and waives any rights (including without limitation rights to notice) which each Guarantor might otherwise have as a result of or in connection with any of the following:

(a) Modifications, etc. Any renewal, extension, modification, increase, decrease, alteration or rearrangement of all or any part of the Obligations, or this Agreement or any instrument executed in connection therewith, or any contract or understanding between any Borrower and any of the Lenders, or any other Person, pertaining to the Obligations;

(b) Adjustment, etc. Any adjustment, indulgence, forbearance or compromise that might be granted or given by any of the Lenders to any Borrower or any Guarantor or any Person liable on the Obligations;

(c) Condition of any Borrower or any Guarantor. The insolvency, bankruptcy arrangement, adjustment, composition, liquidation, disability, dissolution, death or lack of power of any Borrower or any Guarantor or any other Person at any time liable for the payment of all or part of the Obligations; or any dissolution of any Borrower or any Guarantor, or any sale, lease or transfer of any or all of the assets of any Borrower or any Guarantor, or any changes in the shareholders, partners, or members of any Borrower or any Guarantor; or any reorganization of any Borrower or any Guarantor;

(d) Invalidity of Obligations. The invalidity, illegality or unenforceability of all or any part of the Obligations, or any document or agreement executed in connection with the Obligations, for any reason whatsoever, including without limitation the fact that the Obligations, or any part thereof, exceed the amount permitted by law, the act of creating the Obligations or any part thereof is ultra vires, the officers or representatives executing the documents or otherwise creating the Obligations acted in excess of their authority, the Obligations violate applicable usury laws, any Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Obligations wholly or partially uncollectible from any Borrower, the creation, performance or repayment of the Obligations (or

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the execution, delivery and performance of any document or instrument representing part of the Obligations or executed in connection with the Obligations, or given to secure the repayment of the Obligations) is illegal, uncollectible, legally impossible or unenforceable, or this Agreement or other documents or instruments pertaining to the Obligations have been forged or otherwise are irregular or not genuine or authentic;

(e) Release of Obligors. Any full or partial release of the liability of any Borrower on the Obligations or any part thereof, of any co-guarantors, or any other Person now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Obligations or any part thereof, it being recognized, acknowledged and agreed by any Guarantor that such Guarantor may be required to pay the Obligations in full without assistance or support of any other Person, and no Guarantor has been induced to enter into this Article VIII on the basis of a contemplation, belief, understanding or agreement that other parties other than any Borrower will be liable to perform the Obligations, or the Lenders will look to other parties to perform the Obligations;

(f) Other Security. The taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all or any part of the Obligations;

(g) Release of Collateral etc. Any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including without limitation negligent, willful, unreasonable or unjustifiable impairment) of any collateral, property or security, at any time existing in connection with, or assuring or securing payment of, all or any part of the Obligations;

(h) Care and Diligence. The failure of the Lenders or any other Person to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property or security;

(i) Status of Liens. The fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Obligations shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by each Guarantor that no Guarantor is entering into this Article VIII in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectibility or value of any of the collateral for the Obligations;

(j) Payments Rescinded. Any payment by any Borrower to the Lenders is held to constitute a preference under the bankruptcy laws, or for any reason the Lenders are required to refund such payment or pay such amount to any Borrower or someone else; or

(k) Other Actions Taken or Omitted. Any other action taken or omitted to be taken with respect to this Agreement, the Obligations, or the security and collateral therefor, whether or not such action or omission prejudices any Guarantor or increases the likelihood that any Guarantor will be required to pay the Obligations pursuant to the terms hereof, it being the unambiguous and unequivocal intention of each Guarantor that each Guarantor shall be obligated to joint and severally pay the Obligations when due, notwithstanding any occurrence,

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circumstance, event, action, or omission whatsoever, whether contemplated or uncontemplated, and whether or not otherwise or particularly described herein, except for the full and final payment and satisfaction of the Obligations.

Section 8.08 Subordination of All Guarantor Claims.

(a) As used herein, the term “Guarantor Claims” shall mean all debts and liabilities of any Borrower or any Restricted Subsidiary to any Guarantor, whether such debts and liabilities now exist or are hereafter incurred or arise, or whether the obligation of such Borrower or such Restricted Subsidiary thereon be direct, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such debts or liabilities be evidenced by note, contract, open account, or otherwise, and irrespective of the person or persons in whose favor such debts or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by any Guarantor. The Guarantor Claims shall include without limitation all rights and claims of any Guarantor against any Borrower or any Restricted Subsidiary arising as a result of subrogation or otherwise as a result of such Guarantor’s payment of all or a portion of the Obligations. Until the Obligations shall be paid and satisfied in full, no Guarantor shall receive or collect, directly or indirectly, from any Borrower or any Restricted Subsidiary or any other party any amount upon the Guarantor Claims.

(b) Each Borrower and each Guarantor hereby (i) authorizes the Administrative Agent and the Lenders to demand specific performance of the terms of this Section 8.08, whether or not any Borrower or any Guarantor shall have complied with any of the provisions hereof applicable to it, at any time when it shall have failed to comply with any provisions of this Section 8.08 which are applicable to it and (ii) irrevocably waives any defense based on the adequacy of a remedy at law, which might be asserted as a bar to such remedy of specific performance.

(c) Upon any distribution of assets of any Loan Party in any dissolution, winding up, liquidation or reorganization (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or otherwise):

(i) The Lenders shall first be entitled to receive payment in full in cash of the Obligations before any Borrower or any Guarantor is entitled to receive any payment on account of the Guarantor Claims.

(ii) Any payment or distribution of assets of any Loan Party of any kind or character, whether in cash, property or securities, to which the Borrowers or any Guarantor would be entitled except for the provisions of this Section 8.08(c), shall be paid by the liquidating trustee or agent or other Person making such payment or distribution directly to the Lenders, to the extent necessary to make payment in full of all Obligations remaining unpaid after giving effect to any concurrent payment or distribution or provisions therefor to the Lenders.

(d) No right of the Lenders or any other present or future holders of any Obligations to enforce the subordination provisions herein shall at any time in any way be prejudiced or

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impaired by any act or failure to act on the part of any Loan Party or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by any Borrower or any Guarantor with the terms hereof, regardless of any knowledge thereof which any such holder may have or be otherwise charged with.

Section 8.09 Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving any Borrower or any Restricted Subsidiary, as debtor, the Lenders shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Guarantor Claims. Each Guarantor hereby assigns such dividends and payments to the Lenders. Should the Administrative Agent or any Lender receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any Guarantor, and which, as between any Borrower or any Restricted Subsidiary and any Guarantor, shall constitute a credit upon the Guarantor Claims, then upon payment in full of the Obligations, such Guarantor shall become subrogated to the rights of the Lenders to the extent that such payments to the Lenders on the Guarantor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the Administrative Agent or a Lender had not received dividends or payments upon the Guarantor Claims.

Section 8.10 Payments Held in Trust. In the event that notwithstanding Sections 8.08 and 8.09 above, any Guarantor should receive any funds, payments, claims or distributions which are prohibited by such Sections, such Guarantor agrees to hold in trust for the Lenders such funds, payments, claims or distributions so received, and agrees that it shall have absolutely no dominion over such funds, payments, claims or distributions except to pay them promptly to the Administrative Agent, and each Guarantor covenants promptly to pay the same to the Administrative Agent.

Section 8.11 Benefit of Guaranty. The provisions of this Article VIII are for the benefit of the Secured Parties, their successors, and their permitted assigns. In the event all or any part of the Obligations are assigned by the Lenders, as the case may be, to any Person or Persons in accordance with the terms of this Agreement, any reference to the “Lenders” herein, as the case may be, shall be deemed to refer equally to such Person or Persons.

Section 8.12 Reinstatement. This Article VIII shall remain in full force and effect and continue to be effective in the event any petition is filed by or against any Borrower, any Guarantor or any other Loan Party for liquidation or reorganization, in the event that any of them becomes insolvent or makes an assignment for the benefit of creditors or in the event a receiver, trustee or similar Person is appointed for all or any significant part of any of their assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Obligations, or any part thereof, is, pursuant to applicable Legal Requirements, rescinded or reduced in amount, or must otherwise be restored or returned by the Lenders, whether as a “voidable preference,” “fraudulent conveyance,” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

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Section 8.13 Liens Subordinate. Each Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon any Borrower’s or any Restricted Subsidiary’s assets securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges or other encumbrances upon any Borrower’s or any Restricted Subsidiary’s assets securing payment of the Obligations, regardless of whether such encumbrances in favor of any Guarantor, the Administrative Agent or the Lenders presently exist or are hereafter created or attach.

Section 8.14 Guarantor’s Enforcement Rights. Without the prior written consent of the Lenders, no Guarantor shall (a) exercise or enforce any creditor’s right it may have against any Borrower or any Restricted Subsidiary, or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceeding (judicial or otherwise, including without limitation the commencement of or joinder in any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any lien, mortgages, deeds of trust, security interest, collateral rights, judgments or other encumbrances on assets of any Borrower or any Restricted Subsidiary held by Guarantor.

Section 8.15 Limitation. It is the intention of the Guarantors and each Secured Party that the amount of the Obligations guaranteed by each Guarantor shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer and similar Legal Requirement applicable to such Guarantor. Accordingly, notwithstanding anything to the contrary contained in this Article VIII or in any other agreement or instrument executed in connection with the payment of any of the Obligations guaranteed hereby, the amount of the Obligations guaranteed by a Guarantor under this Article VIII shall be limited to an aggregate amount equal to the largest amount that would not render such Guarantor’s obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any other applicable Legal Requirements.

Section 8.16 Contribution Rights.

(a) To the extent that any payment is made under this Guaranty (a “Guarantor Payment”), by a Guarantor, which Guarantor Payment, taking into account all other Guarantor Payments then previously or concurrently made by all other Guarantors, exceeds the amount which such Guarantor would otherwise have paid if each Guarantor had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Guarantor’s Allocable Amount (as defined below) (in effect immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of all of the Guarantors in effect immediately prior to the making of such Guarantor Payment, then, following the date on which the Obligations shall be paid and satisfied in full and each Guarantor shall have performed all of its obligations hereunder, such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each of the other Guarantors for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

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(b) As of any date of determination, the “Allocable Amount” of any Guarantor shall be equal to the maximum amount of the claim which could then be recovered from such Guarantor under this Guaranty without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law.

(c) This Section 8.16 is intended only to define the relative rights of the Guarantors and nothing set forth in this Section 8.16 is intended to or shall impair the obligations of the Guarantors, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Guaranty.

(d) The rights of the parties under this Section 8.16 shall be exercisable upon the date the Obligations shall be paid and satisfied in full.

(e) The parties hereto acknowledge that the right of contribution and indemnification hereunder shall constitute assets of any Guarantor to which such contribution and indemnification is owing.

ARTICLE IX.

THE ADMINISTRATIVE AGENT AND THE ISSUING BANK

Section 9.01 Appointment and Authority. Each of the Lenders and the Issuing Bank hereby irrevocably appoints Royal Bank to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including but not limited to the execution of Security Documents on behalf of the Secured Parties. The Administrative Agent appoints the Pari Passu Administrative Agent as its agent for purposes of the Security Documents, including, without limiting the generality of the foregoing, for purposes of perfection (whether by filing, possession, or otherwise) of liens and security interests. Notwithstanding anything to the contrary herein or in the other Loan Documents, Sections 2.10, 10.04, 10.05, 10.09 and 10.17 and Articles VIII and IX of this Agreement and the equivalent provisions of any Loan Document shall inure for the benefit of the Pari Passu Administrative Agent, and to the extent expressly provided for therein, its sub-agents, and their respective Affiliates and successors and permitted assigns, in respect of any actions taken or omitted to be taken by any of them while acting as the agent of the Administrative Agent. The Pari Passu Administrative Agent is an intended third party beneficiary of such Sections and Articles of this Agreement. Unless otherwise set forth herein, the provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Bank, and none of the Borrowers nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions.

Section 9.02 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or

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in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

Section 9.03 Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent shall not:

(a) be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b) have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Legal Requirements; and

(c) except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers or any of their Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the written request of the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01) or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by a Borrower, a Lender or the Issuing Bank.

The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Section 9.04 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic

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message, Internet or intranet website posting or other distribution) believed in good faith by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed in good faith by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of an Advance, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the Issuing Bank, the Administrative Agent may presume that such condition is satisfactory to such Lender or the Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or the Issuing Bank prior to the making of such Advance or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

Section 9.05 Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent.

Section 9.06 Resignation of Administrative Agents. The Administrative Agent may at any time give at least 30 days’ prior written notice of its resignation to the Lenders, the Issuing Bank and the Borrowers. Upon receipt of any such notice of resignation, the Majority Lenders shall have the right to appoint a successor reasonably satisfactory to the Borrowers, which shall be a bank with an office in New York, or an Affiliate of any such bank with an office in New York. If no such successor shall have been so appointed by the Majority Lenders and consented to by the Borrowers and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent meeting the qualifications set forth above provided that if the Administrative Agent shall notify the Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Bank under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Issuing Bank directly, until such time as the Majority Lenders appoint a successor Administrative Agent reasonably satisfactory to the Borrowers as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as the Administrative Agent hereunder, such successor shall succeed to and become

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vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring the Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as the Administrative Agent.

Any resignation by the Administrative Agent pursuant to this Section shall also constitute its resignation as the Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit.

Section 9.07 Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the Issuing Bank acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

Section 9.08 Indemnification. Whether or not the transactions contemplated hereby are consummated, the Lenders severally agree to indemnify upon demand the Administrative Agent, the Issuing Bank and each Related Party of any of the foregoing (to the extent not reimbursed by the Loan Parties), according to their respective Pro Rata Shares, and hold harmless each Indemnitee from and against any and all Indemnified Liabilities in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of any Related Party; provided, however that no Lender shall be liable for the payment to any Related Party for any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Related Party’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Majority Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent and the Issuing Bank promptly upon demand for its ratable share of

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any out-of-pocket expenses (including all fees, expenses and disbursements of any law firm or other external counsel and, without duplication, the allocated cost of internal legal services and all expenses and disbursements of internal counsel) incurred by the Administrative Agent or the Issuing Bank in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings, or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document, to the extent that the Administrative Agent or the Issuing Bank is not reimbursed for such by the Loan Parties. The undertaking in this Section shall survive termination of the Commitments, the payment of all other Obligations and the resignation of the Administrative Agent.

Section 9.09 Collateral and Guaranty Matters.

(a) The Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, without the necessity of any notice to or further consent from the Secured Parties:

(i) to enter into the Intercreditor Agreement (including any and all amendments, amendments and restatements, modification, supplements and acknowledgements thereto) from time to time;

(ii) to release any Lien on any property granted to or held by the Administrative Agent under any Security Document (v) upon termination of the Commitments and payment in full of all Obligations (other than contingent indemnification obligations and Obligations that are otherwise cash-collateralized in accordance with the terms hereof) and the expiration or termination of all Letters of Credit, (w) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (x) with respect to any assignment of rights under the respective terminated Internal Charter only, upon the occurrence of an Internal Charter Unwind Trigger, (y) with respect to any applicable Subsidiary, upon the occurrence of a Contract Unwind Trigger, or (z) subject to Section 10.01, if approved, authorized or ratified in writing by all of the Lenders;

(iii) to take any actions, including execution on behalf of the Secured Parties, with respect to any Collateral or Security Documents which may be necessary to perfect and maintain Acceptable Security Interests in and Liens upon the Collateral granted pursuant to the Security Documents.

(iv) to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Loan Documents or applicable Legal Requirements.

(b) Upon the written request of the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.09.

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(c) Each Loan Party hereby irrevocably appoints the Administrative Agent as such Loan Party’s attorney-in-fact, with full authority to, after the occurrence of an Event of Default, act for such Loan Party and in the name of such Loan Party to, in the Administrative Agent’s discretion upon the occurrence and during the continuance of an Event of Default, file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of such Loan Party where permitted by law, to receive, endorse, and collect any drafts or other instruments, documents, and chattel paper which are part of the Collateral, and to ask, demand, collect, sue for, recover, compromise, receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral and to file any claims or take any action or institute any proceedings which the Administrative Agent may reasonably deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent with respect to any of the Collateral. The power of attorney granted hereby is coupled with an interest and is irrevocable.

(d) If any Loan Party fails to perform any covenant contained in this Agreement or the other Security Documents, the Administrative Agent may itself perform, or cause performance of, such covenant, and such Loan Party shall pay for the reasonable out-of-pocket expenses of the Administrative Agent incurred in connection therewith in accordance with Section 10.04.

(e) The powers conferred on the Administrative Agent under this Agreement and the other Security Documents are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Beyond the safe custody thereof, the Administrative Agent and each Lender shall have no duty with respect to any Collateral in its possession or control (or in the possession or control of any agent or bailee) or with respect to any income thereon or the preservation of rights against prior parties or any other rights pertaining thereto. The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property. Neither the Administrative Agent nor any Lender shall be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehouseman, carrier, forwarding agency, consignee, broker or other agent or bailee selected by the Borrowers or selected by the Administrative Agent in good faith.

ARTICLE X.

MISCELLANEOUS

Section 10.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by either the Majority Lenders or the quantum of Lenders indicated below and the applicable Borrowers or Loan Parties, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall:

(a) waive any condition set forth in Section 3.01 without the written consent of each Lender;

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(b) waive any condition set forth in Section 3.02 as to any Borrowing under a particular Tranche without the written consent of the Majority Lenders of such tranche;

(c) modify any of the provisions set forth in Section 2.13 (or any related defined term) without the written consent of the Majority Lenders under the Letter of Credit Tranche;

(d) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 7.02) without the written consent of such Lender or increase the aggregate Commitments without the written consent of each Lender;

(e) postpone any date fixed by this Agreement or any other Loan Document for any payment (other than optional prepayments) or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;

(f) reduce the principal of, or the rate of interest specified herein on, any Advance or Letter of Credit Obligation, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document, or change the manner of computation of any financial ratio (including any change in any applicable defined term) that would result in a reduction of any interest rate on any Advance or any fee payable hereunder without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Majority Lenders shall be necessary to waive any obligation of any Borrower to pay interest at the rate specified in Section 2.05(d);

(g) change Section 2.11 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;

(h) change any provision of this Section or the definition of “Majority Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;

(i) release any Guarantor from its guaranty of the Obligations or any of the Collateral without the written consent of each Lender, unless otherwise permitted by the terms hereof;

(j) amend Section 7.06 without the written consent of each Lender;

and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Bank in addition to the Lenders required above, affect the rights or duties of the Issuing Bank under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iii) Section 10.06(g) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Advances are being funded by an SPC

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at the time of such amendment, waiver or other modification; and (iv) the Commitment Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.

Section 10.02 Notices, Etc.

(a) General. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in paragraph (c) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail, sent by telecopier or (subject to subsection (c) below) electronic mail address as follows:

(i) if to the Borrowers or any other Loan Party, the Administrative Agent or the Issuing Bank, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02 or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the other parties pursuant to this Section; and

(ii) if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the Administrative Agent and the Borrowers.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications to the extent provided in paragraph (c) below, shall be effective as provided in said paragraph (c). In no event shall a voicemail message be effective as a notice, communication or confirmation hereunder.

(b) Effectiveness of Facsimile Documents and Signatures. Loan Documents may be transmitted and/or signed by facsimile. The effectiveness of any such documents and signatures shall, subject to applicable Legal Requirements, have the same force and effect as manually-signed originals and shall be binding on all Loan Parties, the Administrative Agent and the Lenders. The Administrative Agent may also require that any such documents and signatures be confirmed by a manually-signed original thereof; provided, however, that the failure to request or deliver the same shall not limit the effectiveness of any facsimile document or signature.

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(c) Limited Use of Electronic Mail. Notices and other communications to the Lenders and the Issuing Bank hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the Issuing Bank pursuant to Article II if such Lender or the Issuing Bank, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrowers may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(d) Reliance by Administrative Agent. The Administrative Agent and the Issuing Bank shall be entitled to rely and act upon any notices (including telephonic Borrowing Notices) believed in good faith to have been given by an authorized officer of any Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. EACH BORROWER SHALL INDEMNIFY THE ADMINISTRATIVE AGENT AND THE ISSUING BANK FROM ALL LOSSES, COSTS, EXPENSES AND LIABILITIES RESULTING FROM SUCH RELIANCE TO THE EXTENT SET FORTH IN SECTION 10.05. All telephonic notices to and other communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Section 10.03 No Waiver; Cumulative Remedies. No failure on the part of any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided in this Agreement are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Legal Requirements.

Section 10.04 Costs and Expenses. Each Borrower shall pay (i) all reasonable, documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and, if necessary, of one local or special counsel in any relevant material jurisdiction or specialty), and shall pay all reasonable fees and time charges and disbursements for attorneys

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who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Bank (including the fees, charges and disbursements of one counsel for the Administrative Agent, the Lenders and the Issuing Bank and, if necessary, of one local or special counsel in any relevant material jurisdiction or specialty), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the Issuing Bank, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Advances made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances or Letters of Credit. The foregoing costs and expenses may include, as appropriate, search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the termination of the Commitments and repayment of all other Obligations.

Section 10.05 Indemnification. Each Loan Party shall indemnify the Administrative Agent, each Lender, the Issuing Bank and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses, or disbursements (including all fees, expenses and disbursements of one law firm or other external counsel (and, in the case of an actual or potential conflict of interest, one additional counsel to the affected Indemnified Parties taken as a whole (and, if necessary, of one local or special counsel in any relevant material jurisdiction or specialty) and, without duplication, the allocated cost of internal legal services and all expenses and disbursements of internal counsel) of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against any Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance, or administration of this Agreement, any Loan Document, or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Advance or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (c) any action taken or omitted by the Administrative Agent or the Issuing Bank under this Agreement or any other Loan Document (including the Administrative Agent’s and the Issuing Bank’s own negligence), (d) any actual or alleged presence or Release of Hazardous Materials on or from any property currently or formerly owned or operated by any Borrower, any Subsidiary or any other Loan Party, or any

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Environmental Liability related in any way to any Borrower, any Subsidiary or any other Loan Party, or (e) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are (i) determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or a material breach of the Loan Documents arising from such Indemnitee becoming or being a Defaulting Lender, or (ii) the result of claims by a Lender against another Lender (x) that have not resulted from the action or inaction of any Borrower or any of any Borrower’s subsidiaries or (y) not relating to any action or inaction of such Lender in its capacity as Administrative Agent. This Section 10.05 shall not apply with respect to Taxes other than any Taxes that represent any liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements arising from any non-Tax claim.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LEGAL REQUIREMENTS, NO PARTY OR INDEMNITEE SHALL ASSERT, AND HEREBY WAIVES, ANY CLAIM AGAINST ANY OTHER PARTY, ON ANY THEORY OF LIABILITY, FOR SPECIAL, EXEMPLARY, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL DAMAGES) ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF, THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, ANY ADVANCE OR LETTER OF CREDIT OR THE USE OF THE PROCEEDS THEREOF.

ALL AMOUNTS DUE UNDER THIS SECTION 10.05 SHALL BE PAYABLE WITHIN TEN BUSINESS DAYS AFTER DEMAND THEREFOR. THE AGREEMENTS IN THIS SECTION SHALL SURVIVE THE RESIGNATION OF THE ADMINISTRATIVE AGENT, THE REPLACEMENT OF ANY LENDER, THE TERMINATION OF THE COMMITMENTS AND THE REPAYMENT, SATISFACTION OR DISCHARGE OF ALL THE OTHER OBLIGATIONS.

Section 10.06 Successors and Assigns.

(a) Generally. The terms and provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, (iii) by way of pledge or assignment of a security interest subject to the restrictions

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of subsection (f) or (i) of this Section, or (iv) to an SPC in accordance with the provisions of subsection (g) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments by Lenders. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, participations in Letter of Credit Obligations) at the time owing to it; provided, however, that

(i) except in the case of (A) an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Advances being assigned at the time owing to it, (B) an assignment to a Lender or an Affiliate of a Lender or an Approved Fund (as defined in subsection (g) of this Section) with respect to a Lender or (C) an assignment at any time that an Event of Default shall have occurred and be continuing, the aggregate amount of the Commitments and Advances of such Lender assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 unless each of the borrowers, the Administrative Agent and the Issuing Bank otherwise consent;

(ii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance;

(iii) each Eligible Assignee (other than an Eligible Assignee that is a Lender or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 processing and recording fee unless waived by the Administrative Agent; and

(iv) in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrowers and the Administrative Agent, the applicable Pro Rata Share of Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Advances and participations in Letters of Credit in accordance with its Pro Rata Share. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Legal

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Requirements without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Upon such execution, delivery, acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Acceptance, (A) the Eligible Assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.08, 2.10, 10.04 and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

(c) Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrowers for tax purposes, shall maintain at its Applicable Lending Office a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitments of, and principal amount (and stated interest) of the Advances owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and each of the Loan Parties, the Administrative Agent, the Issuing Bank, and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The Register shall be available for inspection by any Loan Party or any Lender at any reasonable time and from time to time upon reasonable prior notice.

(d) Participations. Any Lender may at any time, without the consent of, or notice to, any Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender, a Borrower or any of the Borrowers’ Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Advances (including such Lender’s participations in Letter of Credit Obligations) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation

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shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that directly affects such Participant. Subject to subsection (e) of this Section, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.07, 2.08, 2.10, 10.04 and 10.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 7.05 as though it were a Lender, provided such Participant agrees to be subject to Section 2.11 as though it were a Lender.

(e) A Participant shall not be entitled to receive any greater payment under Section 2.08 or 2.10 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrowers’ prior written consent. A Participant shall not be entitled to the benefits of Section 2.10 unless the Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 2.10 as though it were a Lender.

(f) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(g) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers (an “SPC”) the option to provide all or any part of any Advance that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Advance, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Advance, the Granting Lender shall be obligated to make such Advance pursuant to the terms hereof. Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrowers under this Agreement, (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any

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bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrowers and the Administrative Agent and without paying any processing fee therefor, assign all or any portion of its right to receive payment with respect to any Advance to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Advances to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.

(h) Notwithstanding anything to the contrary contained herein, any Lender that is a Fund may create a security interest in all or any portion of the Advances owing to it and the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities, provided that unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 10.06, (i) no such pledge shall release the pledging Lender from any of its obligations under the Loan Documents and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

Section 10.07 Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Legal Requirements or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party and its obligations, (g) with the consent of the Borrowers or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Borrowers. For purposes of this Section, “Information” means all information received from any Loan Party relating to any Loan Party or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by any Loan Party, provided that, in the case of information received from a Loan Party after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential

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information. The Borrowers hereby acknowledge that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Parent or its securities) (each, a “Public Lender”). Each of the Borrowers hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or any securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in this Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform other than that which is designated “Public Investor.”

Section 10.08 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 10.09 Survival of Representations, etc. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Advance, and shall continue in full force and effect as long as any Advance or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

Section 10.10 Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

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Section 10.11 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Legal Requirements (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Advances or, if it exceeds such unpaid principal, refunded to the Borrowers. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Legal Requirements, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

Section 10.12 The Platform. The Platform is provided “as is” and “as available.” the Agent Parties (as defined below) do not warrant the accuracy or completeness of the Borrower Materials or the adequacy of the Platform, and expressly disclaim liability for errors in or omissions from the Borrower Materials. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by the Administrative Agent, or any of its Related Parties (collectively, the “Agent Parties”) in connection with the Borrower Materials or the platform. In no event shall the Parent or any of its Related Parties or any of the Agent Parties have any liability to any Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrowers’ or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person; provided, however, that in no event shall any party hereto have any liability to any Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

Section 10.13 Governing Law. This Agreement and each of the other Loan Documents, other than the Ship Mortgages, shall be governed by and construed in accordance with the laws of the State of New York and the applicable laws of the United States of America.

Section 10.14 Submission to Jurisdiction.

(a) Any legal action or proceeding with respect to this Agreement or any other Loan Document may be brought in the courts of the state of New York sitting in New York City or of the United States for the Southern District of such state, and by execution and delivery of this Agreement, each Loan Party, the Administrative Agent and each Lender consents, for itself and in respect of its Property, to the non-exclusive jurisdiction of those courts. Each Loan Party, the Administrative Agent and each Lender irrevocably waives any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any action or proceeding in such jurisdiction in respect of any Loan Document or other document related thereto. Each Loan Party, the Administrative Agent and each Lender waives personal service of any summons, complaint or other process, which may be made by any other means permitted by the law of such state.

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(b) Each Loan Party has irrevocably appointed C T Corporation System (the “Process Agent”), with an office on the date hereof at 111 Eighth Ave., New York, New York, 10011, as its agent to receive on its behalf and on behalf of its property service of copies of any summons or complaint or any other process which may be served in any action in respect of this Agreement. Such service may be made by mailing or delivering a copy of such process to such Loan Party in care of the Process Agent at the Process Agent’s above address, and each Loan Party hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, each Loan Party also irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to it at the address specified for it on the signature pages of this Agreement.

(c) Nothing in this Section 10.14 shall affect the right of the Administrative Agent or any other Lender to serve legal process in any other manner permitted by law or affect the right of the Administrative Agent or any Lender to bring any action or proceeding against any Loan Party (as a Borrower or as a Guarantor) in the courts of any other jurisdiction.

Section 10.15 Waiver of Jury. Each party to this Agreement hereby expressly and irrevocably waives any right to trial by jury of any claim, demand, action or cause of action arising under any Loan Document or in any way connected with or related or incidental to the dealings of the parties hereto or any of them with respect to any Loan Document, or the transactions related thereto, in each case whether now existing or hereafter arising, and whether founded in contract or tort or otherwise; and each party hereby agrees and consents that any such claim, demand, action or cause of action shall be decided by court trial without a jury, and that any party to this Agreement may file an original counterpart or a copy of this section with any court as written evidence of the consent of the signatories hereto to the waiver of their right to trial by jury.

Section 10.16 Entire Agreement. This Agreement and the other Loan Documents represent the final agreement among the parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements among the parties.

Section 10.17 Judgment Currency.

(a) The obligations of the Borrowers and the other Loan Parties hereunder and under the other Loan Documents to make payments in U.S. Dollars (the “Obligation Currency”) shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than the Obligation Currency, except to the extent that such tender or recovery results in the effective receipt by the Administrative Agent or a Lender or the Issuing Bank of the full amount of the Obligation Currency expressed to be payable to the Administrative Agent, such Lender or the Issuing Bank under this Agreement or the other Loan Documents. If, for the purpose of obtaining or enforcing judgment against any Borrower or any other Loan Party or in any court or in any jurisdiction, it becomes necessary to convert into or from any currency other than the Obligation Currency (such other currency being hereinafter referred to as the “Judgment Currency”) an amount due in the Obligation Currency, the

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conversion shall be made at the rate of exchange (as quoted by the Administrative Agent or if the Administrative Agent does not quote a rate of exchange on such currency, by a known dealer in such currency designated by the Administrative Agent) determined, in each case, as of the date immediately preceding the day on which the judgment is given (such Business Day being hereinafter referred to as the “Judgment Currency Conversion Date”).

(b) If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of the amount due, such Loan Party covenants and agrees to pay, or cause to be paid, as a separate obligation and notwithstanding any judgment, such additional amounts, if any (but in any event not a lesser amount), as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial award at the rate of exchange prevailing on the Judgment Currency Conversion Date.

(c) For purposes of determining the rate of exchange for this Section, such amounts shall include any premium and costs payable in connection with the purchase of the Obligation Currency.

Section 10.18 USA Patriot Act Notice. Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Loan Parties that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2003)) (the “Act”), it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of such Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Loan Parties in accordance with the Act. Each Loan Party shall, following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act.

Section 10.19 Intercreditor Agreement. Each of the Loan Parties, the Administrative Agent the Issuing Bank and the Lenders (i) consents to and ratifies the execution by the Administrative Agent of the Intercreditor Agreement and any amendments or supplements expressly contemplated thereby, (ii) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement and (iii) acknowledges that it has received a copy of the Intercreditor Agreement and that the exercise of certain of the Administrative Agent’s rights and remedies hereunder may be subject to, and restricted by, the provisions of the Intercreditor Agreement. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED IN THIS AGREEMENT, IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND THE INTERCREDITOR AGREEMENT, THE INTERCREDITOR AGREEMENT SHALL CONTROL.

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Section 10.20 Special Provisions.

(a) From and after the Closing Date, all Existing Letters of Credit will be deemed issued and outstanding under this Agreement and will be governed as if issued under this Agreement.

(b) The Existing Lenders hereby waive any requirements for notice of prepayment, minimum amounts of prepayments of Advances (as defined in the Existing Credit Agreement), ratable reductions of the commitments of the Lenders under the Existing Credit Agreement and ratable payments on account of the principal or interest of any Advance (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to the extent such prepayment, reductions or payments are required under the Existing Credit Agreement.

(c) To the extent that any Advances are outstanding under the Existing Credit Agreement on the Closing Date, subject to the satisfaction of the conditions precedent set forth in Article III, to the extent necessary to allocate the Advances ratably in accordance with the allocation of Commitments after giving effect to this Agreement, (a) each of the Lenders with a Commitment shall be deemed to have assigned to each other Lender with Commitment, and each of such Lenders shall be deemed to have purchased from each of such other Lenders, at the principal amount thereof (together with accrued interest, if any), such interests in the Advances outstanding on the Closing Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Advances will be held by Lenders with Commitments ratably in accordance with their Commitments set forth on Schedule 2.01. The Lenders hereby confirm that, from and after the Closing Date, all participations of the Lenders in respect of Letters of Credit outstanding hereunder pursuant to Section 2.13 shall be based upon such Lenders’ Pro Rata Share of the Commitment (after giving effect to this Agreement).

(d) The Subsidiary Borrower hereby terminates, effective as of the Closing Date, in full the commitments under the Existing Credit Agreement.

(e) The parties hereto have agreed that this Agreement is an amendment and restatement of the Existing Credit Agreement in its entirety and the terms and provisions hereof supersede the terms and provisions thereof, and this Agreement is not a new or substitute credit agreement or novation of the Existing Credit Agreement.

[Signature pages follow.]

-136-

EXECUTED as of date first set forth above.

BORROWERS:
OFFSHORE GROUP INVESTMENT LIMITED
By:	/s/ Paul A. Bragg
	Name:	Paul A. Bragg
	Title:	Chief Executive Officer
VANTAGE DRILLING COMPANY
By:	/s/ Paul A. Bragg
	Name:	Paul A. Bragg
	Title:	Chief Executive Officer

Signature Page to RBC Revolving Credit Facility

GUARANTORS:
VANTAGE DRILLING COMPANY
By:	/s/ Paul A. Bragg
	Name:	Paul A. Bragg
	Title:	Chief Executive Officer
OFFSHORE GROUP INVESTMENT LIMITED
By:	/s/ Paul A. Bragg
	Name:	Paul A. Bragg
	Title:	Chief Executive Officer
VANTAGE HOLDING HUNGARY KFT.
By:	/s/ Linda Ibrahim
	Name:	Linda Ibrahim
	Title:	Managing Director
By:	/s/ Julia Varga
	Name:	Julia Varga
	Title:	Managing Director
VANTAGE INTERNATIONAL MANAGEMENT CO.
By:	/s/ Paul A. Bragg
	Name:	Paul A. Bragg
	Title:	Chief Executive Officer

Signature Page to RBC Revolving Credit Facility

VANTAGE DRILLING NETHERLANDS B.V.
By:	/s/ Linda J. Ibrahim
	Name:	Linda Jovana Ibrahim
	Title:	Managing Director A
By:	/s/ TMF Management B.V.
	Name:	TMF Management B.V.
	Title:	Managing Director B
By:	/s/ TMF Management B.V.
	Name:	TMF Management B.V.
	Title:	Managing Director B
P2021 RIG CO.
By:	/s/ Paul A. Bragg
	Name:	Paul A. Bragg
	Title:	Chief Executive Officer
P2020 RIG CO.
By:	/s/ Paul A. Bragg
	Name:	Paul A. Bragg
	Title:	Chief Executive Officer
VANTAGE DRILLER I CO
By:	/s/ Paul A. Bragg
	Name:	Paul A. Bragg
	Title:	Chief Executive Officer

Signature Page to RBC Revolving Credit Facility

VANTAGE DRILLER II CO
By:	/s/ Paul A. Bragg
	Name:	Paul A. Bragg
	Title:	Chief Executive Officer
VANTAGE DRILLER III CO
By:	/s/ Paul A. Bragg
	Name:	Paul A. Bragg
	Title:	Chief Executive Officer
VANTAGE DRILLER IV CO.
By:	/s/ Paul A. Bragg
	Name:	Paul A. Bragg
	Title:	Chief Executive Officer
SAPPHIRE DRILLER COMPANY
By:	/s/ Paul A. Bragg
	Name:	Paul A. Bragg
	Title:	Chief Executive Officer
EMERALD DRILLER COMPANY
By:	/s/ Paul A. Bragg
	Name:	Paul A. Bragg
	Title:	Chief Executive Officer

Signature Page to RBC Revolving Credit Facility

VANTAGE HOLDINGS MALAYSIA I CO.
By:	/s/ Paul A. Bragg
	Name:	Paul A. Bragg
	Title:	Chief Executive Officer
VANTAGE DRILLING (MALAYSIA) I SDN. BHD.
By:	/s/ Ronald J. Nelson
	Name:	Ronald J. Nelson
	Title:	Director
VANTAGE DRILLING LABUAN I LTD.
By:	/s/ Ronald J. Nelson
	Name:	Ronald J. Nelson
	Title:	Director
DRAGONQUEST HOLDINGS COMPANY
By:	/s/ Paul A. Bragg
	Name:	Paul A. Bragg
	Title:	Chief Executive Officer
VANTAGE DRILLING POLAND – LUXEMBOURG BRANCH
By:	/s/ Ian Foulis
	Name:	Ian Foulis
	Title:	Branch Manager

Signature Page to RBC Revolving Credit Facility

VANTAGE HOLDINGS CYPRUS ODC LIMITED
By:	/s/ Mark Howell
	Name:	Mark Howell
	Title:	Director
PT. VANTAGE DRILLING COMPANY INDONESIA
By:	/s/ David Tait
	Name:	David Tait
	Title:	Director
TUNGSTEN EXPLORER COMPANY
By:	/s/ Paul A. Bragg
	Name:	Paul A. Bragg
	Title:	Chief Executive Officer
VANTAGE DELAWARE HOLDINGS, LLC
By:	/s/ Paul A. Bragg
	Name:	Paul A. Bragg
	Title:	Chief Executive Officer
VANTAGE DEEPWATER COMPANY
By:	/s/ Paul A. Bragg
	Name:	Paul A. Bragg
	Title:	Chief Executive Officer

Signature Page to RBC Revolving Credit Facility

VANTAGE DEEPWATER DRILLING, INC.
By:	/s/ Paul A. Bragg
Name:	Paul A. Bragg
Title:	Chief Executive Officer

Signature Page to RBC Revolving Credit Facility

ADMINISTRATIVE AGENT:
ROYAL BANK OF CANADA, as Administrative Agent
By:	/s/ Yvonne Brazier
Name:	Yvonne Brazier
Title:

Signature Page to RBC Revolving Credit Facility

LENDERS:
ROYAL BANK OF CANADA
By:	/s/ Kristan Spivey
Name:	Kristan Spivey
Title:	Authorized Signatory

Signature Page to RBC Revolving Credit Facility

CITICORP NORTH AMERICA, INC., as Lender
By	/s/ David Tuder
Name:	David Tuder
Title:	Vice President

Signature Page to RBC Revolving Credit Facility

Name of Institution:
Deutsche Bank AG New York Branch, as Lender
By:	/s/ Michael Getz
Name:	Michael Getz
Title:	Vice President
For any Lender requiring a second signature line:
By:	/s/ Marcus M. Tarkington
Name:	Marcus M. Tarkington
Title:	Director

Signature Page to RBC Revolving Credit Facility

BANK OF AMERICAN, N.A. as Lender
By:	/s/ Julie Castano
Name:	Julie Castano
Title:	SVP
JEFFRIES GROUP LLC
By:	/s/ John Stacconi
Name:	John Stacconi
Title:	Global Treasurer

Signature Page to RBC Revolving Credit Facility

EXHIBIT A

FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT

This ASSIGNMENT AND ACCEPTANCE AGREEMENT (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]¹ Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]² Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]³ hereunder are several and not joint.]⁴ Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full.

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any letters of credit, guarantees and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor.

1.	Assignor[s]:
2.	Assignee[s]:

[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]

¹  For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

²  For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language.

³  Select as appropriate.

⁴  Include bracketed language if there are either multiple Assignors or multiple Assignees.

3.	Borrowers:	OFFSHORE GROUP INVESTMENT LIMITED, a Cayman Islands exempted company and VANTAGE DRILLING COMPANY, a Cayman Islands exempted company
4.	Administrative
	Agent:	ROYAL BANK OF CANADA, as the administrative agent under the Credit Agreement
5.	Credit Agreement:	The Amended and Restated Credit Agreement dated as of March 28, 2013 among the Borrowers, the Guarantors party thereto, the other lenders party thereto from time to time, Royal Bank of Canada, as Administrative Agent and RBC Capital Markets, as Sole Lead Arranger and Sole Bookrunner
6.	Assigned Interest[s]:

Assignor[s]	Assignee[s]	Aggregate Amount of Commitment/Advances for all Lenders5	Amount of Commitment/Advances Assigned6	Percentage of Assigned Commitment/Advances7
		$	$
		$	$
		$	$

7. Trade Date:                                                          ⁸

Effective Date:                     ,     20    [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

[Signature Page Follows]

⁵  Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.

⁶  Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.

⁷  Set forth, to at least 9 decimals, as a percentage of the Commitment/Advances of all Lenders thereunder.

⁸  To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date.

The terms set forth in this Assignment and Acceptance are hereby agreed to:

ASSIGNOR[S]⁹

[ASSIGNOR]

By:

Name:

Title:

Address:

[ASSIGNOR]

By:

Name:

Title:

Address:

ASSIGNEE[S]

[ASSIGNEE]

By:

Name:

Title:

Address:

[ASSIGNEE]

By:

Name:

Title:

Address:

⁹  Add additional signature blocks as needed.

[Consented to and]¹⁰ Accepted:

ROYAL BANK OF CANADA, as Administrative Agent

By:

Name:

Title:

[Consented to:]¹¹

[NAME OF RELEVANT PARTY]

By:

Name:

Title:

¹⁰  To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

¹¹  To be added only if the consent of the Parent and/or other parties is required by the terms of the Credit Agreement.

ANNEX 1

To Assignment and Acceptance

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ACCEPTANCE

1. Representations and Warranties.

1.1. Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrowers, any of their Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrowers, any of their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.06 of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.06 of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the] [such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.06 of the Credit Agreement, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Acceptance and to purchase [the][such] Assigned Interest and (vii) attached to this Assignment and Acceptance is any documentation required to be delivered by it pursuant to Section 2.10 of the Credit Agreement; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender.

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date.¹

¹  The Administrative Agent should consider whether this method conforms to its systems. In some circumstances, the following alternative language may be appropriate:

“From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignee whether such amounts have accrued prior to, on or after the Effective Date. The Assignor[s] and the Assignee[s] shall make all appropriate adjustments in payments by the Administrative Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves.”

3. General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance. This Assignment and Acceptance shall be governed by, and construed in accordance with, the law of the State of New York.

EXHIBIT B

FORM OF JOINDER AGREEMENT

                    , 20    

Royal Bank of Canada, as the Administrative Agent

[                    ]

[                    ]

Re: Amended and Restated Credit Agreement, dated as of March 28, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among OFFSHORE GROUP INVESTMENT LIMITED, a Cayman Islands exempted company, VANTAGE DRILLING COMPANY, a Cayman Islands exempted company (collectively, the “Borrowers”), the Guarantors party thereto, Royal Bank of Canada, as the Administrative Agent, the Lenders from time to time party thereto and RBC Capital Markets, as Sole Lead Arranger and Sole Bookrunner

Ladies and Gentlemen:

Reference is made to the Credit Agreement and to the Guarantee set forth in Article VIII thereof in favor of the Administrative Agent, for the benefit of the Lenders (as heretofore amended, supplemented, modified or restated, the “Original Guaranty”; such Original Guaranty, as in effect on the date hereof and as it may hereafter be amended, supplemented or otherwise modified from time to time, together with this Joinder Agreement, being the “Guaranty”). The capitalized terms defined in the Credit Agreement and not otherwise defined herein are used herein as therein defined.

Section 1. Guaranty.

(a) The undersigned hereby irrevocably, absolutely, and unconditionally guarantees to each Lender the prompt, complete, and full payment when due, and no matter how the same shall become due, of all Obligations, as defined in the Credit Agreement, including all principal of and all interest on the Advances, and all other sums payable in connection therewith.

(b) The undersigned hereby irrevocably, absolutely, and unconditionally guarantees to each Lender the prompt, complete and full payment, when due, and no matter how the same shall become due, of all obligations and undertakings of the Borrowers to such Lender under, by reason of, or pursuant to any of the Loan Documents.

(c) If the Borrowers shall for any reason fail to pay any Obligation, as and when such Obligation shall become due and payable, whether at its stated maturity, as a result of the exercise of any power to accelerate, or otherwise, each of the undersigned will, upon demand by the Administrative Agent, pay such Obligation in full to the Administrative Agent for the benefit of the Lender to whom such Obligation is owed.

(d) If either the Borrower or any of the undersigned fail to pay any Obligation as described in the immediately preceding subsections (a), (b), or (c), each of the undersigned will incur the additional obligation to pay to the Administrative Agent, and each of the undersigned will forthwith upon demand by the Administrative Agent pay to the Administrative Agent, the amount of any and all reasonable expenses, including fees and disbursements of the Administrative Agent’s counsel and of any experts or agents retained by the Administrative Agent, which the Administrative Agent may incur as a result of such failure.

(e) The liability of each of the undersigned hereunder shall be limited to the maximum amount of liability that can be incurred without rendering this Guaranty, as it relates to such Person, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount.

(f) The books and records of the Lenders showing the amount of any of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantors and conclusive for the purpose of establishing the amount of the Obligations.

Section 2. Obligations Under the Guaranty. The undersigned hereby agrees, as of the date first above written, to be bound as a Guarantor by all of the terms and conditions of the Guaranty to the same extent as each of the other Guarantors thereunder. The undersigned further agrees, as of the date first above written, that each reference in the Guaranty to a “Guarantor” shall also mean and be a reference to the undersigned, and each reference in any other Loan Document to a “Guarantor” shall also mean and be a reference to the undersigned.

Section 3. Counterparts; Effectiveness. This Joinder Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Joinder Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Joinder Agreement.

Section 4. GOVERNING LAW; SUBMISSION TO JURISDICTION.

(a) GOVERNING LAW. THIS GUARANTY SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b) SUBMISSION TO JURISDICTION. EACH OF THE UNDERSIGNED IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY SUPPLEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE UNDERSIGNED IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE UNDERSIGNED AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS JOINDER AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE ISSUING BANK MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS JOINDER AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY OF THE UNDERSIGNED OR ANY OF THEIR PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c) WAIVER OF VENUE. EACH OF THE UNDERSIGNED IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY SUPPLEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d) SERVICE OF PROCESS. EACH OF THE UNDERSIGNED HEREBY IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR IN SECTION 10.14 OF THE CREDIT AGREEMENT. NOTHING IN THIS JOINDER AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

Section 5. WAIVER OF JURY TRIAL. EACH OF THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS JOINDER AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY THEORY). EACH OF THE UNDERSIGNED HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS JOINDER AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 6. FINAL AGREEMENT. THIS JOINDER AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETO.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

IN WITNESS WHEREOF, the undersigned has executed and delivered this Joinder Agreement as of the date first written above.

Very truly yours,
[NAME]
[NAME OF ADDITIONAL GUARANTOR]
By:
	Name:
	Title:

Address of Guarantor:

EXHIBIT C

FORM OF COMPLIANCE CERTIFICATE

Reference is made to that certain Amended and Restated Credit Agreement, dated as of March 28, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among OFFSHORE GROUP INVESTMENT LIMITED, a Cayman Islands exempted company, VANTAGE DRILLING COMPANY, a Cayman Islands exempted company (collectively, the “Borrowers”), the Guarantors party thereto, Royal Bank of Canada, as the Administrative Agent (in such capacity, including any successor thereto, the “Agent”), the Lenders from time to time party thereto and RBC Capital Markets, as Sole Lead Arranger and Sole Bookrunner. Terms defined in the Credit Agreement and not otherwise defined in this Compliance Certificate (this “Compliance Certificate”) shall have the meanings defined for them in the Credit Agreement. Section references herein relate to the Credit Agreement unless stated otherwise. In the event of any conflict between the calculations set forth in this Compliance Certificate and the manner of calculation required by the Credit Agreement, the terms of the Credit Agreement shall govern and control.

The undersigned is the [Chief Executive Officer] [Chief Financial Officer] [Treasurer] [Chief Accounting Officer] [Assistant Treasurer] [Finance Director] [Tax Director] of Vantage Drilling Company (the “Parent”), and certifies on behalf of the Parent, and not in his or her individual capacity, as follows:

As of the date of this Compliance Certificate, no Default or Event of Default exists[, except as set forth in Annex [A] to this Compliance Certificate, specifying the nature and extent thereof and the corrective action taken or proposed to be taken with respect thereto].

This Compliance Certificate is delivered in accordance with Section 5.06(d) of the Credit Agreement. This Compliance Certificate is delivered for the fiscal [quarter][year] (the “Test Period”) ended [        ], 20[    ] (the “Test Date”). Computations indicating compliance with respect to the covenant in Section 6.16 of the Credit Agreement are set forth on Annex [A][B] to this Compliance Certificate.

[This Space Intentionally Left Blank]

The foregoing certifications, together with the computations set forth in Annex [A][B] hereto and the financial statements delivered with this Compliance Certificate in support hereof, are made and delivered as of [        ], 20[    ] pursuant to Section 5.06(d) of the Credit Agreement.

VANTAGE DRILLING COMPANY, a Cayman Islands exempted company
By:
Name:
Title:	[Chief Executive Officer] [Chief Financial Officer] [Treasurer] [Chief Accounting Officer] [Assistant Treasurer] [Finance Director] [Tax Director]

Annex [A][B]

to Compliance Certificate

FOR THE FISCAL [QUARTER][YEAR] ENDING [            ], 20[    ].

1. Section 6.16 – Super Senior Debt to EBITDA Ratio. As of the date set forth above, the Super Senior Debt to EBITDA Ratio for the Parent and the Subsidiaries on a consolidated basis is             :1.00.

The Super Senior Debt to EBITDA Ratio was computed as follows:

1.	Total Super Senior Debt: (i) + (ii) =	$[            ]
	(i)     Sum of all Loans outstanding:	$[            ]
	(ii)    Outstanding Letter of Credit Obligations other than Letter of Credit Obligations which have been cash collateralized:	$[            ]
to
2.	Consolidated EBITDA1: (i) + (ii) +(iii) + (iv) + (v) – (vi) – (vii) =	$[            ]
	(i)     Consolidated Net Income:	$[            ]
	(ii)    Consolidated Interest Expense:	$[            ]
	(iii)  charges against income for foreign, federal, state, and local taxes, depreciation and amortization expense (including amortization of intangibles) and other non-cash charges2:	$[            ]
	(iv)   extraordinary or non-recurring losses:	$[            ]
	(v)    any net loss realized in connection with an asset sale:	$[            ]
	(vi)   extraordinary or non-recurring gains for such period:	$[            ]
	(vii) the income of any other Person (other than wholly-owned Subsidiaries):	$[            ]

¹  If the Borrowers or any Restricted Subsidiary shall acquire or dispose of any business, asset or Vessel held by any wholly owned Person, during the period of four fiscal quarters ending on the last day of the fiscal quarter immediately preceding the date of determination for which financial statements are available or approve and expect to consummate within 30 days of the date of determination any such acquisition or disposition, then Consolidated EBITDA shall be calculated, in a manner reasonably satisfactory to the Administrative Agent, after giving pro forma effect to such acquisition (including the revenues of the properties acquired) or disposition, as if such acquisition or disposition had occurred on the first day of such period.

²  Excluding (i) amortization of prepaid cash expenses that were paid in a prior period and (ii) any non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period. The amounts to be added back pursuant to this clause shall be added back only to the extent that a corresponding amount would be permitted at the date of determination to be dividended to the Borrowers by such Loan Party without prior governmental approval (that has not been obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Loan Party or its stockholders.

The maximum Super Senior Debt to EBITDA Ratio is:	:1.00
In compliance	[YES][NO]

EXHIBIT D

FORM OF NOTICE OF BORROWING

Date: [            ], 20[    ]

Royal Bank of Canada, as the Administrative Agent

[                    ]

[                    ]

Ladies and Gentlemen:

Reference is made to the Amended and Restated Credit Agreement, dated as of March 28, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among OFFSHORE GROUP INVESTMENT LIMITED, a Cayman Islands exempted company, VANTAGE DRILLING COMPANY, a Cayman Islands exempted company (collectively, the “Borrowers”), the Guarantors party thereto, Royal Bank of Canada, as the Administrative Agent, the Lenders from time to time party thereto and RBC Capital Markets, as Sole Lead Arranger and Sole Bookrunner. Capitalized terms used but not defined herein shall have the respective meanings specified in the Credit Agreement.

The Borrower hereby gives you notice (which notice shall be irrevocable) pursuant to Section 2.02 of the Credit Agreement that it requests an Advance as specified below:

(1)	Applicable Borrower:
(2)	Aggregate principal amount of proposed Advance1:	$[            ]
(3)	Requested Borrowing Date (which is a Business Day):	[                    ]
(4)	Duration of Interest Period for proposed Eurodollar Advance:	[                    ]

The Borrower hereby certifies that the following statements are true on and as of the date of the proposed Advance:

(a) The representations and warranties contained in the Credit Agreement and the other Loan Documents are correct in all material respects (provided that to the extent any representation and warranty is qualified as to “Material Adverse Effect” or otherwise as to “materiality”, such representation and warranty is true and correct in all respects) on and as of the date hereof before and after giving effect to the proposed Advance, except to the extent that any such representation or warranty specifically refers to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (provided that to the extent any representation and warranty is qualified as to “Material Adverse Effect” or otherwise as to “materiality”, such representation and warranty is true and correct in all respects);

(b) No Default has occurred and is continuing, or would result from such proposed Advance or from the application of the proceeds therefrom or from such issuance, extension or increase of such Letter of Credit; and

(c) The proposed Advance (together with all outstanding Advances and the Letter of Credit Exposure) will not exceed the maximum amount available under the Credit Agreement for extensions of credit.

¹  To be not less than $1,000,000 and in integral increments thereof.

[APPLICABLE BORROWER]
By:
	Name:
	Title: [Chief Executive Officer] [Chief Financial Officer]
	[Treasurer] [Chief Accounting Officer] [Assistant           Treasurer] [Finance Director] [Tax Director]

EXHIBIT E

FORM OF NOTICE OF CONTINUATION/CONVERSION

Date: [            ], 20[    ]

Royal Bank of Canada, as the Administrative Agent

[                    ]

[                    ]

Ladies and Gentlemen:

Reference is made to the Amended and Restated Credit Agreement, dated as of March 28, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among OFFSHORE GROUP INVESTMENT LIMITED, a Cayman Islands exempted company, VANTAGE DRILLING COMPANY, a Cayman Islands exempted company (collectively, the “Borrowers”), the Guarantors party thereto, Royal Bank of Canada, as the Administrative Agent, the Lenders from time to time party thereto and RBC Capital Markets, as Sole Lead Arranger and Sole Bookrunner. Capitalized terms used but not defined herein shall have the respective meanings specified in the Credit Agreement.

Borrower hereby gives you notice pursuant to Section 2.02 of the Credit Agreement that it requests to Continue or convert Advances as specified below:

(1)	Proposed [Continuance][Conversion] Date (which is a Business Day):	[                    ]
(2)	Aggregate amount of Advances to be [converted][continued]:	$[            ]
(3)	Duration of requested Interest Period for proposed Eurodollar Advance:	[                    ]

[APPLICABLE BORROWER]
By:
	Name:
	Title: [Chief Executive Officer] [Chief Financial Officer]
	[Treasurer] [Chief Accounting Officer] [Assistant           Treasurer] [Finance Director] [Tax Director]

Execution Version

SCHEDULES TO

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 FROM TIME TO TIME PARTY HERETO,

as Lenders,

ROYAL BANK OF CANADA,

as Administrative Agent,

and

RBC CAPITAL MARKETS⁽¹⁾,

as Sole Lead Arranger and Sole Bookrunner

(¹) RBC Capital Markets is the global brand name for the corporate and investment banking businesses of Royal Bank of Canada and its affiliates.

- 1 -

SCHEDULE 1.01(a)

CLOSING DATE GUARANTORS

1. Vantage Drilling Company

2. Offshore Group Investment Limited

3. Emerald Driller Company

4. Sapphire Driller Company

5. Vantage Driller I Co

6. Vantage Driller II Co

7. Vantage Driller III Co

8. Vantage Driller IV Co.

9. Vantage International Management Co.

10. Vantage Holding Hungary, Kft.

11. Vantage Drilling Netherlands B.V.

12. P2021 Rig Co.

13. P2020 Rig Co.

14. Vantage Holdings Malaysia I Co.

15. Vantage Drilling (Malaysia) I Sdn. Bhd.

16. Vantage Drilling Labuan I Ltd.

17. Dragonquest Holdings Company

18. Vantage Holdings Cyprus ODC Limited

19. Vantage Drilling Poland-Luxembourg Branch

20. Vantage Deepwater Company

21. Vantage Delaware Holdings, LLC

22. Tungsten Explorer Company

23. PT. Vantage Drilling Company Indonesia

24. Vantage Deepwater Drilling, Inc.

- 2 -

SCHEDULE 1.01(b)

EXISTING DEBT

1. That certain Term Loan Agreement dated October 25, 2012 between Vantage Drilling Company and Offshore Group Investment Limited, Vantage Delaware Holdings, LLC and certain other subsidiaries of Vantage Drilling Company thereto, various lenders party thereto, Citibank, N.A., as administrative agent and Wells Fargo Bank, National Association, as collateral agent.

2. That certain Second Term Loan Agreement dated March 28, 2013 between Vantage Drilling Company and Offshore Group Investment Limited and certain subsidiaries of Vantage Drilling Company thereto, various lenders party thereto, Citibank, N.A., as administrative agent and Wells Fargo Bank, National Association, as collateral agent as collateral agent.

3. $60,000,000 promissory note issued by Vantage Drilling Company to F3 Capital, an exempted company incorporated with limited liability under the laws of the Cayman Islands.

- 3 -

SCHEDULE 4.10

SUBSIDIARIES

Subsidiary	Jurisdiction of Formation	Registered Owner	Percentage of All Such Outstanding Interests
Offshore Group Investment Limited	Cayman Islands	Vantage Drilling Company	100%
Vantage Holding Hungary Kft.	Hungary	Vantage Drilling Company	100%
Vantage Drilling Netherlands B.V.	Netherlands	Vantage Holding Hungary Kft.	100%
Vantage International Management Co.	Cayman Islands	Offshore Group Investment Limited	100%
Vantage Driller I Co	Cayman Islands	Vantage Drilling Company	100%
Vantage Driller II Co	Cayman Islands	Vantage Drilling Company	100%
Vantage Driller III Co	Cayman Islands	Offshore Group Investment Limited	100%
Vantage Driller IV Co.	Cayman Islands	Vantage Drilling Company	100%
Emerald Driller Company	Cayman Islands	Offshore Group Investment Limited	100%
Sapphire Driller Company	Cayman Islands	Offshore Group Investment Limited	100%
P2021 Rig Co.	Cayman Islands	Offshore Group Investment Limited	100%
P2020 Rig Co.	Cayman Islands	Offshore Group Investment Limited	100%
Vantage Holdings Malaysia I Co.	Cayman Islands	Offshore Group Investment Limited	100%
Vantage Holdings Cyprus ODC Limited	Cyprus	Offshore Group Investment Limited	100%
Vantage Drilling Poland Sp. z o.o.	Poland	Vantage Holdings Cyprus ODC Limited	100%
Dragonquest Holdings Company	Cayman Islands	Offshore Group Investment Limited	100%

- 4 -

Subsidiary	Jurisdiction of Formation	Registered Owner	Percentage of All Such Outstanding Interests
Vantage Drilling (Malaysia) I Sdn. Bhd.	Malaysia	Vantage Holdings Malaysia I Co.	100%
Vantage Drilling Labuan I Ltd.	Malaysia	Vantage Holdings Malaysia I Co.	100%
Vantage Deepwater Company	Cayman Islands	Offshore Group Investment Limited	100%
Vantage Deepwater Drilling, Inc.	Delaware	Vantage Deepwater Company	100%
Vantage Energy Services, Inc.	Delaware	Vantage Drilling Company	100%
Vantage International Payroll Company	Cayman Islands	Vantage Drilling Company	100%
Vantage Driller V Co.	Cayman Islands	Vantage Drilling Company	100%
Vantage Driller VI Co.	Cayman Islands	Vantage Drilling Company	100%
Vantage International Management Company Pte Ltd	Singapore	Vantage Drilling Company	100%
Vantage Luxembourg I SARL	Luxembourg	Vantage Holding Hungary Kft.	100%
Vantage Project Holdings Company	Cayman Islands	Vantage Drilling Company	100%
Tungsten Explorer Company	Cayman Islands	Offshore Group Investment Limited	100%
PT. Vantage Drilling Company Indonesia	Indonesia	Offshore Group Investment Limited	95%
Vantage Drilling de Mexico SRL CV	Mexico	Vantage Holdings Caymans Vantage Driller V Co.	1%   99%
Vantage Luxembourg II SARL	Luxembourg	Vantage Holdings Caymans	100%
Advantage ODC Limited	Cyprus	Vantage Holdings Caymans	100%
Platinum Explorer Company	Cayman Islands	Vantage Holdings Caymans	100%
Titanium Explorer Company	Cayman Islands	Vantage Holdings Caymans	100%

- 5 -

Subsidiary	Jurisdiction of Formation	Registered Owner	Percentage of All Such Outstanding Interests
Cobalt Explorer Company	Cayman Islands	Vantage Holdings Caymans	100%
Vantage Drilling de Brasil Servicos de Petroleo Ltda.	Brazil	Vantage Holdings Caymans Vantage Driller V Co.	1%   99%
Vantage Deepwater Holdings Company	Cayman Islands	Vantage Drilling Company	100%
Cobalt Explorer Holdings Company	Cayman Islands	Vantage Deepwater Holdings Company	100%
Vantage Drilling Netherlands II BV	Netherlands	Advantage ODC Limited	100%
Vantage Holdings Caymans	Cayman Islands	Vantage Drilling Company	100%
Vantage Delaware Holdings, LLC	Delaware	Offshore Group Investment Limited	100%

- 6 -

SCHEDULE 6.08

AFFILIATE TRANSACTIONS

1. $60,000,000 promissory note issued by Vantage Drilling Company to F3 Capital, a exempted company incorporated with limited liability under the laws of the Cayman Islands.

- 7 -

SCHEDULE 6.15

BANK ACCOUNTS

Bank	Location	Account Number	Account Name
JPMorgan Chase	Houston, Texas	754142925	Vantage Drilling Company
JPMorgan Chase	Houston, Texas	789984747	Offshore Group Investment Limited
JPMorgan Chase	Houston, Texas	790308902	Vantage Driller I Co
JPMorgan Chase	Houston, Texas	816934798	Vantage Driller I Company – Thailand Branch
JPMorgan Chase	Bangkok, Thailand	6581115828	Vantage Driller I Company – Thailand Branch
JPMorgan Chase	Bangkok, Thailand	6580118674	Vantage Driller I Company – Thailand Branch
JPMorgan Chase	Houston, Texas	816607188	Emerald Driller Company
Unicredit Bank	Hungary	4673590004	Vantage Holding Hungary Kft.
ING Bank N.V.	Netherlands	020014538	Vantage Drilling Netherlands B.V.
ING Bank N.V.	Netherlands	667589120	Vantage Drilling Netherlands B.V.
JPMorgan Chase	Houston, Texas	816897656	Sapphire Driller Company
Pour Le Commerce Et L’Industrie Au Gabon	Port Gentil, Gabon	00544200062	Sapphire Driller Company – Gabon Branch
Banque Internationale Pour Le Commerce Et L’Industrie De Cote D’Ivoire	Ivory Coast	CI0060156101152580006280	Sapphire Driller Company – Ivory Coast Branch

- 8 -

Bank	Location	Account Number	Account Name
JPMorgan Chase	Houston, Texas	837372127	P2021 Rig Co.
JPMorgan Chase	Houston, Texas	754454650	Vantage International Management Co.
DnB nor Bank ASA	Singapore	41445001	Vantage International Management Co.
JPMorgan Chase	New York	817606163	P2020 Rig Co.
JPMorgan Chase	Kuala Lumpur, Malaysia	0076953114	Vantage Drilling Malaysia I Sdn. Bhd.
JPMorgan Chase	Kuala Lumpur, Malaysia	0076953113	Vantage Drilling Malaysia I Sdn. Bhd.
JPMorgan Chase	Kuala Lumpur, Malaysia	0076953116	Vantage Drilling Labuan I Ltd.
JPMorgan Chase	Kuala Lumpur, Malaysia	0076953115	Vantage Drilling Labuan I Ltd.
Lloyds TSB	Dubai, UAE	60610430622201	Vantage Driller III Co
Lloyds TSB	Dubai, UAE	60610430622202	Vantage Driller III Co
Lloyds TSB	Dubai, UAE	60610430622203	Vantage Driller III Co
Lloyds TSB	Dubai, UAE	60610430622401	Vantage Driller III Co
JPMorgan Chase	Houston, Texas	937547032	Vantage Driller III Co
JPMorgan Chase	Houston, Texas	936942739	Vantage Deepwater Drilling, Inc.
JPMorgan Chase	Houston, Texas	456773550	Vantage Deepwater Company
ING	Luxembourg	LU860141344229803010	Vantage Drilling Poland – Luxembourg Branch
ING	Luxembourg	LU910141544229800000	Vantage Drilling Poland – Luxembourg Branch
Eurobank EFG	Cyprus	201100118656	Vantage Holdings Cyprus ODC, Ltd.
JPMorgan Chase	Houston, Texas	938796638	Vantage Deepwater Drilling, Inc.
JPMorgan Chase	Houston, Texas	113812580	Tungsten Explorer Company

- 9 -

Bank	Location	Account Number	Account Name
Bank Mandiri	Jakarta, Indonesia	1270006101628	PT. Vantage Drilling Company Indonesia
Bank Mandiri	Jakarta, Indonesia	1270006101602	PT. Vantage Drilling Company Indonesia
Bank Sumselbabel	Jakarta, Indonesia	1703150076	PT. Vantage Drilling Company Indonesia
Bank Sumselbabel	Jakarta, Indonesia	1883050125	PT. Vantage Drilling Company Indonesia

- 10 -

SCHEDULE 10.02

APPLICABLE LENDING OFFICE - ADDRESSES FOR NOTICE

To all Loan Parties:	c/o Vantage Drilling Company
	777 Post Oak Boulevard, Suite 800
	Houston, Texas 77056
	Facsimile No. (281)-404-4700
	Attention: Douglas Smith, Chief Financial Officer
	Website: http://www.vantagedrilling.com/
with a copy to:	Fulbright and Jaworski L.L.P.
	1301 McKinney
	Suite 5100
	Houston, TX 77010-3095
	Facsimile No. (713) 651-5246
	Attention: Josh Agrons
To the Administrative
Agent:	Royal Bank of Canada - WFC Branch
	Three World Financial Center
	200 Vesey Street
	New York, NY 10281-8098
With a copy to:	Royal Bank of Canada
	3900 Williams Tower
	2800 Post Oak Blvd.
	Houston, Texas 77056
	Attn: Jay Sartain

- 11 -

EX-10.3

Exhibit 10.3

EXECUTION VERSION

$775,000,000

OFFSHORE GROUP INVESTMENT LIMITED

7.125% Senior Secured First Lien Notes due 2023

REGISTRATION RIGHTS AGREEMENT

March 28, 2013

CITIGROUP GLOBAL MARKETS INC.

JEFFERIES LLC

As Representatives of the

Initial Purchasers listed in

Schedule I hereto

c/o Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Ladies and Gentlemen:

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:

1. Definitions

Capitalized terms that are used herein without definition and are defined in the Purchase Agreement shall have the respective meanings ascribed to them in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

Additional Interest: See Section 4(a).

Advice: See Section 5(v).

Agreement: This Registration Rights Agreement, dated as of the Closing Date, between the Company and the Initial Purchasers.

Applicable Period: See Section 2(e).

Board of Directors: See Section 5(v)(ii).

Business Day: A day that is not a Saturday, a Sunday or a day on which banking institutions in the City of New York are authorized or required by law or executive order to be closed.

Closing Date: March 28, 2013.

Collateral Agreements: Shall have the meaning set forth in the Indenture.

Company: See the introductory paragraph to this Agreement.

day: Unless otherwise expressly provided, a calendar day.

Effectiveness Date: The 150^th day after the Closing Date.

Effectiveness Period: See Section 3(a).

Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

Exchange Notes: 7.125% Senior Secured First Lien Notes due 2023, identical in all material respects to the Notes, including the Guarantees endorsed thereon, except for references to series and restrictive legends and to Additional Interest.

Exchange Offer: See Section 2(a).

Exchange Registration Statement: See Section 2(a).

Filing Date: The 60^th day after the Closing Date.

FINRA: Financial Industry Regulatory Authority.

Guarantee: Shall have the meaning set forth in the Indenture.

Guarantor: Parent and each subsidiary of the Company or Parent that guarantees the obligations of the Company under the Notes and Indenture.

Holder: Any beneficial holder of Registrable Notes.

Indemnified Party: See Section 7(c).

Indemnifying Party: See Section 7(c).

Indenture: The Indenture, dated as of March 28, 2013, by and among the Company, the Guarantors party thereto and Wells Fargo Bank, National Association, as trustee, pursuant to which the Notes are being issued, as amended or supplemented from time to time in accordance with the terms hereof.

Initial Purchasers: See the introductory paragraph to this Agreement.

Initial Shelf Registration: See Section 3(a).

Inspectors: See Section 5(n).

Interest Payment Date: Shall have the meaning set forth in the Indenture.

Lien: Shall have the meaning set forth in the Indenture.

Losses: See Section 7(a).

2

Maximum Contribution Amount: See Section 7(d).

Notes: See the introductory paragraph to this Agreement.

Parent: Vantage Drilling Company, an exempted company incorporated with limited liability under the laws of the Cayman Islands.

Participating Broker-Dealer: See Section 2(e).

Person: An individual, trustee, corporation, partnership, limited liability company, joint stock company, trust, unincorporated association, union, business association, firm, government or agency or political subdivision thereof, or other legal entity.

Private Exchange: See Section 2(f).

Private Exchange Notes: See Section 2(f).

Prospectus: The prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Notes covered by such Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Purchase Agreement: See the introductory paragraph to this Agreement.

Records: See Section 5(n).

Registrable Notes: Notes and Private Exchange Notes; provided, however, that a Note or Private Exchange Note, as applicable, shall cease to be a Registrable Note upon the earliest to occur of the following: (i) in the circumstances contemplated by Section 2(a), the Note has been exchanged for an Exchange Note in an Exchange Offer as contemplated in Section 2(a); (ii) in the circumstances contemplated by Section 3, a Shelf Registration registering such Note or Private Exchange Note, as applicable, under the Securities Act has been declared or becomes effective and such Note or Private Exchange Note, as applicable, has been sold or otherwise transferred by the holder thereof pursuant to and in a manner contemplated by such effective Shelf Registration; (iii) such Note or Private Exchange Note, as applicable, is actually sold by the holder thereof pursuant to Rule 144 under circumstances in which any legend borne by such Note or Private Exchange Note, as applicable, relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed by the Company or pursuant to the Indenture; or (iv) such Note or Private Exchange Note, as applicable, shall cease to be outstanding (whether as a result of repurchase and cancellation, conversion or otherwise).

Registration Default: See Section 4(a).

Registration Statement: Any registration statement of the Company and the Guarantors filed with the SEC under the Securities Act (including, but not limited to, the Exchange Registration Statement, the Shelf Registration and any subsequent Shelf Registration) that covers any of the Registrable Notes pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

3

Requesting Participating Broker-Dealer: See Section 2(e).

Rule 144: Rule 144 promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule (other than Rule 144A) or regulation hereafter adopted by the SEC providing for offers and sales of securities made in compliance therewith resulting in offers and sales by subsequent holders that are not affiliates of an issuer or such securities being free of the registration and prospectus delivery requirements of the Securities Act.

Rule 144A: Rule 144A promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule (other than Rule 144) or regulation hereafter adopted by the SEC.

Rule 415: Rule 415 promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

Rule 430A: Rule 430A promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

SEC: The Securities and Exchange Commission.

Securities: The Notes, the Exchange Notes and the Private Exchange Notes.

Securities Act: The Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

Shelf Filing Date: See Section 3(a).

Shelf Notice: See Section 2(j).

Shelf Registration: See Section 3(b).

Subsequent Shelf Registration: See Section 3(b).

Suspension Period: See Section 5(v).

TIA: The Trust Indenture Act of 1939, as amended.

Trustee: The trustee under the Indenture and, if existent, the trustee under any indenture governing the Exchange Notes and Private Exchange Notes (if any).

Underwritten Registration or Underwritten Offering: A registration in which securities of the Company are sold to an underwriter for reoffering to the public.

2. Exchange Offer

(a) Parent and the Company shall (and shall cause each other Guarantor to) (i) prepare and file with the SEC promptly after the date hereof, but in no event later than the Filing Date, a registration statement (the “Exchange Registration Statement”) on an appropriate form under the Securities Act with respect to an offer (the “Exchange Offer”) to the Holders of Notes to issue and deliver to such Holders, in exchange for the Notes, a like

4

principal amount of Exchange Notes, (ii) use their commercially reasonable efforts to cause the Exchange Registration Statement to become effective as promptly as practicable after the filing thereof, but in no event later than the Effectiveness Date, (iii) use their commercially reasonable efforts to keep the Exchange Registration Statement effective until the consummation of the Exchange Offer in accordance with its terms, and (iv) commence the Exchange Offer and use their commercially reasonable efforts to issue on or prior to 30 days after the date on which the Exchange Registration Statement is declared effective, Exchange Notes in exchange for all Notes tendered prior thereto in the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that (i) the Exchange Offer does not violate any law or applicable rule, regulation or interpretation of the staff of the SEC, (ii) no action, suit or proceeding shall have been instituted or threatened in any court or by any governmental agency which might materially impair the ability of the Company to proceed with the Exchange Offer, and no material adverse development shall have occurred in any existing action, suit or proceeding with respect to the Company and (iii) all governmental approvals shall have been obtained, which approvals the Company reasonably deems necessary for the consummation of the Exchange Offer.

(b) The Exchange Notes shall be issued under, and entitled to the benefits of, (i) the Indenture or a trust indenture that is identical to the Indenture (other than such changes as are necessary to comply with any requirements of the SEC to effect or maintain the qualifications thereof under the TIA) and (ii) the Collateral Agreements.

(c) Interest on the Exchange Notes and Private Exchange Notes will accrue from the last interest payment due date on which interest was paid on the Notes surrendered in exchange therefor or, if no interest has been paid on the Notes, from the date of original issue of the Notes. Each Exchange Note and Private Exchange Note shall bear interest at the rate set forth thereon; provided, that interest with respect to the period prior to the issuance thereof shall accrue at the rate or rates borne by the Notes from time to time during such period.

(d) The Company may require each Holder as a condition to participation in the Exchange Offer to represent (i) that any Exchange Notes received by it will be acquired in the ordinary course of its business, (ii) that at the time of the commencement and consummation of the Exchange Offer, and at no time since the Issue Date, such Holder has not entered into any arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) that if such Holder is an “affiliate” of any of the Parent, the Company or any Guarantor within the meaning of Rule 405 of the Securities Act, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable to it, (iv) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Notes, (v) if such Holder is a Participating Broker-Dealer, that it will deliver a Prospectus in connection with any resale of the Exchange Notes and otherwise comply with the applicable provisions of the Securities Act, (vi) such Holder has full power and authority to transfer the Notes in exchange for the Exchange Notes and that the Company will acquire good and unencumbered title thereto free and clear of any liens, restrictions, charges or encumbrances and not subject to any adverse claims; and (vii) such Holder is not a broker-dealer that acquired Notes directly from the Company. Each Holder shall be required to make such other representations as may be reasonably necessary under applicable rules, regulations and interpretations of the SEC for the Exchange Registration Statement to be declared effective.

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(e) Parent and the Company shall (and shall cause each other Guarantor to) include within the Prospectus contained in the Exchange Registration Statement a section entitled “Plan of Distribution” reasonably acceptable to the Initial Purchasers which shall contain a summary statement of the positions taken or policies made by the staff of the SEC with respect to the potential “underwriter” status of any broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of Exchange Notes received by such broker-dealer in the Exchange Offer for its own account in exchange for Notes that were acquired by it as a result of market-making or other trading activity (a “Participating Broker-Dealer”), whether such positions or policies have been publicly disseminated by the staff of the SEC or such positions or policies, in the judgment of the Initial Purchasers, represent the prevailing views of the staff of the SEC. Such “Plan of Distribution” section shall also allow, to the extent permitted by applicable policies and regulations of the SEC, the use of the Prospectus by all Persons subject to the prospectus delivery requirements of the Securities Act, including, to the extent so permitted, all Participating Broker-Dealers, and include a statement describing the manner in which Participating Broker-Dealers may resell the Exchange Notes. In light of the foregoing, if requested by a Participating Broker-Dealer (a “Requesting Participating Broker-Dealer”), the Company and the Guarantors shall use their commercially reasonable efforts to keep the Exchange Registration Statement effective for a period not to exceed 120 days after the date on which the Exchange Registration Statement is declared effective and to amend and supplement the Prospectus contained therein, in order to permit such Prospectus to be lawfully delivered by all Persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such Persons must comply with such requirements in order to resell the Exchange Notes (the “Applicable Period”), or such earlier date as all Requesting Participating Broker-Dealers shall have notified the Company in writing that such Requesting Participating Broker-Dealers have resold all Exchange Notes acquired in the Exchange Offer. Upon consummation of the Exchange Offer in accordance with this Section 2, the Company shall have no further registration obligations other than the Company’s continuing registration obligations with respect to (i) Private Exchange Notes, (ii) Exchange Notes held by Participating Broker-Dealers and (iii) Notes or Exchange Notes as to which clauses (j)(v)(A) or (B) of this Section 2 apply.

(f) If, upon consummation of the Exchange Offer, the Initial Purchasers hold any Notes acquired by them and having the status of an unsold allotment in the initial distribution, the Company (upon the written request from the Initial Purchasers) shall, simultaneously with the delivery of the Exchange Notes in the Exchange Offer, issue and deliver to the Initial Purchasers, in exchange (the “Private Exchange”) for the Notes held by the Initial Purchasers, a like principal amount of senior secured notes that are identical to the Exchange Notes except for the existence of restrictions on transfer thereof under the Securities Act and securities laws of the several states of the United States and the inclusion of a legend to that effect (the “Private Exchange Notes”) (and which are issued pursuant to the same indenture as the Exchange Notes). The Private Exchange Notes shall bear the same CUSIP number as the Exchange Notes. The Private Exchange shall not be subject to any conditions, other than that (i) the Private Exchange does not violate any law or applicable rule, regulation or interpretation of the staff of the SEC, (ii) no action, suit or proceeding shall have been instituted or threatened in any court or by any governmental agency which might materially impair the ability of the Company to proceed with the Private Exchange, and no material adverse development shall have

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occurred in any existing action, suit or proceeding with respect to the Company and (iii) all governmental approvals shall have been obtained, which approvals the Company reasonably deems necessary for the consummation of the Private Exchange.

(g) In connection with the Exchange Offer, Parent and the Company shall (and shall cause each other Guarantor to):

(i) mail, or cause to be mailed, to each Holder a copy of the Prospectus forming part of the Exchange Registration Statement, together with an appropriate letter of transmittal that is an exhibit to the Exchange Registration Statement, and any related documents;

(ii) keep the Exchange Offer open for not less than 30 days after the date notice thereof is mailed to the Holders (or longer if required by applicable law)

(iii) utilize the services of a depository for the Exchange Offer with an address in the Borough of Manhattan, the City of New York, which may be the Trustee or an affiliate thereof;

(iv) permit Holders to withdraw tendered Registrable Notes at any time prior to the close of business, New York time, on the last Business Day on which the Exchange Offer shall remain open; and

(v) otherwise comply in all material respects with all applicable laws.

(h) As soon as practicable after the close of the Exchange Offer or the Private Exchange, as the case may be, the Company shall (and shall cause each Guarantor to):

(i) accept for exchange all Registrable Notes validly tendered pursuant to the Exchange Offer or the Private Exchange, as the case may be, and not validly withdrawn;

(ii) deliver to the Trustee for cancellation all Registrable Notes so accepted for exchange; and

(iii) cause the Trustee to authenticate and deliver promptly to each Holder tendering such Registrable Notes, Exchange Notes or Private Exchange Notes, as the case may be, equal in principal amount to the Notes of such Holder so accepted for exchange.

(i) The Exchange Notes and the Private Exchange Notes may be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture (other than such changes as are necessary to comply with any requirements of the SEC to effect or maintain the qualification thereof under the TIA), which in either event will provide that the Exchange Notes will not be subject to the transfer restrictions set forth in the Indenture, that the Private Exchange Notes will be subject to the transfer restrictions set forth in the Indenture, and that the Exchange Notes, the Private Exchange Notes and the Notes, if any, will be deemed one class of security (subject to the provisions of the Indenture) and entitled to participate in all the security granted by the Company pursuant to the Collateral Agreements and in any Guarantee on an equal and ratable basis.

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(j) If: (i) prior to the consummation of the Exchange Offer, (A) the Exchange Notes would not, upon receipt, be tradeable by the Holders thereof without restriction under the Securities Act and the Exchange Act and without material restrictions under applicable Blue Sky or state securities laws, or (B) the interests of the Holders under this Agreement, taken as a whole, would be materially adversely affected by the consummation of the Exchange Offer; (ii) applicable interpretations of the staff of the SEC would not permit the consummation of the Exchange Offer prior to the Effectiveness Date; (iii) subsequent to the consummation of the Private Exchange, any Holder of Private Exchange Notes so requests; (iv) the Exchange Offer is not consummated within 300 days of the Closing Date for any reason; or (v) in the case of (A) any Holder not permitted by applicable law or SEC policy to participate in the Exchange Offer, (B) any Holder participating in the Exchange Offer that receives Exchange Notes that may not be sold without restriction under state and federal securities laws (other than due solely to the status of such Holder as an affiliate of the Company within the meaning of the Securities Act) or (C) any broker-dealer that holds Notes acquired directly from the Company or any of its affiliates and, in each such case contemplated by this clause (v), such Holder notifies the Company within six months of consummation of the Exchange Offer, then the Company shall promptly (and in any event within five Business Days) deliver to the Holders (or in the case of an occurrence of any event described in clause (v) of this Section 2(i), to any such Holder) and the Trustee notice thereof (the “Shelf Notice”) and shall as promptly as possible thereafter (but in no event later than the Shelf Filing Date) file an Initial Shelf Registration pursuant to Section 3.

3. Shelf Registration

If a Shelf Notice is delivered pursuant to Section 2(j), then this Section 3 shall apply to all Registrable Notes. Otherwise, upon consummation of the Exchange Offer in accordance with Section 2, the provisions of Section 3 shall apply solely with respect to (i) Notes held by any Holder thereof not permitted to participate in the Exchange Offer, (ii) Notes held by any broker-dealer that acquired such Notes directly from the Company or any of its affiliates and (iii) Exchange Notes that are not freely tradeable as contemplated by Section 2(j)(v) hereof, provided in each case that the relevant Holder has duly notified the Company within six months of the Exchange Offer as required by Section 2(j)(v).

(a) Initial Shelf Registration. Parent and the Company shall (and shall cause each other Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Notes (the “Initial Shelf Registration”). If Parent and the Company (and any other Guarantor) have not yet filed an Exchange Registration Statement, Parent and the Company shall (and shall cause each other Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the 30^th day following the Shelf Notice (the “Shelf Filing Date”) and shall use their reasonable best efforts to cause such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the 90^th day following the Shelf Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). Parent, the Company and the other Guarantors shall not permit any securities other than the Registrable Notes to be included in any Shelf Registration. Parent and the Company shall (and shall cause each other Guarantor to) use their reasonable best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is two years from the Closing Date (subject

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to extension pursuant to Section 5(v)) (the “Effectiveness Period”), or such shorter period ending when (i) all Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act or (iii) there cease to be any outstanding Registrable Notes.

(b) Subsequent Shelf Registrations. If the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below) ceases to be effective for any reason at any time during the Effectiveness Period (other than because of the sale of all of the securities registered thereunder), Parent and the Company shall (and shall cause each other Guarantor to) use their commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within 30 days of such cessation of effectiveness amend such Shelf Registration in a manner to obtain the withdrawal of the order suspending the effectiveness thereof, or file (and cause each Guarantor to file) an additional “shelf” Registration Statement pursuant to Rule 415 covering all of the Registrable Notes (a “Subsequent Shelf Registration”). If a Subsequent Shelf Registration is filed, Parent and the Company shall (and shall cause each other Guarantor to) use their commercially reasonable efforts to cause the Subsequent Shelf Registration to be declared effective as soon as practicable after such filing and to keep such Subsequent Shelf Registration continuously effective for a period equal to the number of days in the Effectiveness Period less the aggregate number of days during which the Initial Shelf Registration or any Subsequent Shelf Registration was previously continuously effective. As used herein the term “Shelf Registration” means the Initial Shelf Registration and any Subsequent Shelf Registrations.

(c) Supplements and Amendments. Parent and the Company shall promptly supplement and amend any Shelf Registration if required by the rules, regulations or instructions applicable to the registration form used for such Shelf Registration, if required by the Securities Act, or if reasonably requested in writing by the Holders of a majority in aggregate principal amount of the Registrable Notes covered by such Shelf Registration or by any underwriter of such Registrable Notes.

(d) Provision of Information. No Holder of Registrable Notes shall be entitled to include any of its Registrable Notes in any Shelf Registration pursuant to this Agreement unless such Holder furnishes to the Company and the Trustee in writing, within 20 days after receipt of a written request therefor, such information as the Company and the Trustee after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration or Prospectus included therein, may reasonably request for inclusion in any Shelf Registration or Prospectus included therein, and no such Holder shall be entitled to Additional Interest pursuant to Section 4 hereof unless and until such Holder shall have provided such information.

4. Additional Interest

(a) The Company and the Guarantors agree, jointly and severally, that if:

(i) Parent, the Company and the other Guarantors fail to file the Exchange Registration Statement with the SEC on or prior to the 120th day after the Closing Date;

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(ii) Parent, the Company and the other Guarantors fail to file the Initial Shelf Registration with the SEC on or prior to the Shelf Filing Date;

(iii) the Exchange Registration Statement is not declared effective on or prior to the Effectiveness Date or the Initial Shelf Registration is not declared effective on or prior to the 90th day after the Filing Date, in each case, if that day is not a Business Day, the next day that is a Business Day;

(iv) Parent, the Company and the other Guarantors fail to consummate the Exchange Offer on or prior to the 30th Business Day following the date on which the Exchange Registration Statement is declared effective; or

(v) the Exchange Registration Statement or the Initial Shelf Registration is declared effective but thereafter ceases to be effective or usable in connection with the resales of Registrable Notes during the Applicable Period,

(each such event referred to in clauses (i) through (v) a “Registration Default”), the Company will pay additional cash interest (“Additional Interest”) to each holder of Registrable Notes. The rate of Additional Interest will be 0.25% per annum on the outstanding principal amount of Registrable Notes for the first 90-day period immediately following the occurrence of a Registration Default, increasing by an additional 0.25% per annum on the outstanding principal amount of Registrable Notes with respect to each subsequent 90-day period up to a maximum amount of additional interest of 1.00% per annum on the outstanding principal amount of Registrable Notes, from and including the date on which any such Registration Default shall occur to, but excluding, the earlier of (1) the date on which all Registration Defaults have been cured or (2) the date on which all the Registrable Notes otherwise become freely transferable by Holders other than affiliates of the Company without further registration under the Securities Act.

(b) The Company will pay such Additional Interest on regular Interest Payment Dates in the same manner as other interest is paid on the Notes. Such Additional Interest will be in addition to any other interest payable from time to time with respect to the Notes. All Additional Interest will be paid by the Company and the Guarantors on the next scheduled interest payment date to The Depository Trust Company or its nominee by wire transfer of immediately available funds or by federal funds check and to Holders of Certificated Notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified.

(c) Notwithstanding the foregoing, (1) the amount of Additional Interest payable shall not increase more than by the foregoing rates because more than one Registration Default has occurred and is pending and (2) a Holder of Notes or Exchange Notes who is not entitled to the benefits of the Shelf Registration (i.e., such Holder has not elected to include information) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration.

(d) So long as Registrable Notes remain outstanding, the Company shall notify the Trustee within five Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid. Any amounts of Additional Interest due pursuant to clauses (a)(i) through (a)(v) of this Section 4 will be payable in cash semi-annually on each Interest Payment Date, commencing with the first such date

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occurring after any such Additional Interest commences to accrue, to Holders to whom regular interest is payable on such Interest Payment Date with respect to Notes that are Registrable Notes. The amount of Additional Interest for Registrable Notes will be determined by multiplying the applicable rate of Additional Interest by the aggregate principal amount of all such Registrable Notes outstanding on the Interest Payment Date following such Registration Default in the case of the first such payment of Additional Interest with respect to a Registration Default (and thereafter at the next succeeding Interest Payment Date until the cure of such Registration Default), multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Such Additional Interest will be in addition to any other interest payable from time to time with respect to the Notes.

5. Registration Procedures

In connection with the filing of any Registration Statement pursuant to Section 2 or 3 hereof, Parent and the Company shall (and shall cause each other Guarantor to) effect such registrations to permit the issuance or sale of the securities covered thereby in accordance with the intended method or methods of disposition thereof, and pursuant thereto and in connection with any Registration Statement filed by the Company hereunder, Parent and the Company shall (and shall cause each other Guarantor to):

(a) Prepare and file with the SEC the Registration Statement or Registration Statements prescribed by Section 2 or 3 hereof, and use commercially reasonable efforts to cause each such Registration Statement to become effective and remain effective as provided herein; provided, however, that if (1) such filing is pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period relating thereto, before filing any Registration Statement or Prospectus or any amendments or supplements thereto, Parent and the Company shall (and shall cause each other Guarantor to) furnish to and afford the Holders of the Registrable Notes covered by such Registration Statement or each such Participating Broker-Dealer, as the case may be, its counsel (if such counsel is known to the Company) and the managing underwriters, if any, a reasonable opportunity to review copies of all such documents (including copies of any documents to be incorporated by reference therein and all exhibits thereto) proposed to be filed (in each case at least five Business Days prior to such filing or such later date as is reasonable under the circumstances). Parent, the Company and each other Guarantor shall not file any Registration Statement or Prospectus or any amendments or supplements thereto if the Holders of a majority in aggregate principal amount of the Registrable Notes covered by such Registration Statement, or any such Participating Broker-Dealer, as the case may be, its counsel, or the managing underwriters, if any, shall reasonably object in writing on a timely basis.

(b) Prepare and file with the SEC such amendments and post-effective amendments to each Shelf Registration or Exchange Registration Statement, as the case may be, as may be necessary to keep such Registration Statement continuously effective for the Effectiveness Period or the Applicable Period, as the case may be, subject to any Delay Periods; cause the related Prospectus to be supplemented by any Prospectus supplement required by applicable law, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; and comply

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with the provisions of the Securities Act and the Exchange Act applicable to them with respect to the disposition of all Registrable Notes covered by such Registration Statement as so amended or in such Prospectus as so supplemented and with respect to the subsequent resale of any securities being sold by a Participating Broker-Dealer covered by any such Prospectus, in each case, in accordance with the intended methods of distribution set forth in such Registration Statement or Prospectus, as so amended.

(c) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period relating thereto from whom the Company has received written notice that such Broker-Dealer will be a Participating Broker-Dealer in the applicable Exchange Offer, notify the selling Holders of Registrable Notes, or each such Participating Broker-Dealer, as the case may be, their counsel and the managing underwriters, if any, as promptly as possible, and, if requested by any such Person, confirm such notice in writing, (i) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective under the Securities Act (including in such notice a written statement that any Holder may, upon request, obtain, at the sole expense of the Company, one conformed copy of such Registration Statement or post-effective amendment including financial statements and schedules, documents incorporated or deemed to be incorporated by reference and exhibits), (ii) of the issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement or of any order preventing or suspending the use of any preliminary prospectus or the initiation of any proceedings for that purpose, (iii) if at any time when a Prospectus is required by the Securities Act to be delivered in connection with sales of the Registrable Notes or resales of Exchange Notes by Participating Broker-Dealers the representations and warranties of the Company contained in any agreement (including any underwriting agreement) contemplated by Section 5(m)(i) hereof cease to be true and correct in all material respects, (iv) of the receipt by Parent, the Company or any other Guarantor of any notification with respect to the suspension of the qualification or exemption from qualification of a Registration Statement or any of the Registrable Notes or the Exchange Notes for offer or sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, (v) of the happening of any event, the existence of any condition or any information becoming known to Parent or the Company that makes any statement made in such Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in or amendments or supplements to such Registration Statement, Prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (vi) of the Company’s determination that a post-effective amendment to a Registration Statement would be appropriate.

(d) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who

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seeks to sell Exchange Notes during the Applicable Period, use commercially reasonable efforts to prevent the issuance of any order suspending the effectiveness of a Registration Statement or of any order preventing or suspending the use of a Prospectus or suspending the qualification (or exemption from qualification) of any of the Registrable Notes or the Exchange Notes, as the case may be, for sale in any jurisdiction, and, if any such order is issued, to use commercially reasonable efforts to obtain the withdrawal of any such order at the earliest practicable date.

(e) If (1) a Shelf Registration is filed pursuant to Section 3 hereof or (2) a Prospectus contained in the Exchange Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period and if reasonably requested by the managing underwriter or underwriters (if any), the Holders of a majority in aggregate principal amount of the Registrable Notes covered by such Registration Statement or any Participating Broker-Dealer, as the case may be, (i) promptly incorporate in such Registration Statement or Prospectus a prospectus supplement or post-effective amendment such information as the managing underwriter or underwriters (if any), such Holders or any Participating Broker-Dealer, as the case may be (based upon advice of counsel), determine is reasonably necessary to be included therein and (ii) make all required filings of such prospectus supplement or such post-effective amendment as soon as practicable after the Company has received notification of the matters to be incorporated in such prospectus supplement or post-effective amendment; provided, however, that neither the Company nor any Guarantor shall be required to take any action hereunder that would, in the written opinion of counsel to the Company and the Guarantors, violate applicable laws.

(f) If (1) a Shelf Registration is filed pursuant to Section 3 hereof or (2) a Prospectus contained in the Exchange Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, furnish to each selling Holder of Registrable Notes or each such Participating Broker-Dealer, as the case may be, who so requests, its counsel and each managing underwriter, if any, at the sole expense of the Company, one conformed copy of the Registration Statement or Registration Statements and each post-effective amendment thereto, including financial statements and schedules, and, if requested, all documents incorporated or deemed to be incorporated therein by reference and all exhibits.

(g) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, deliver to each selling Holder of Registrable Notes or each such Participating Broker-Dealer, as the case may be, its respective counsel, and the underwriters, if any, at the sole expense of the Company, as many copies of the Prospectus or Prospectuses (including each form of preliminary prospectus) and each amendment or supplement thereto and any documents incorporated by reference therein as such Persons may reasonably request; and, subject to the last paragraph of this Section 5, the Company and each Guarantor hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders of Registrable Notes or each such Participating Broker-Dealer, as the case may be, and the underwriters or agents, if any, and dealers (if any), in connection with the offering and sale of the Registrable Notes covered by, or the sale by Participating Broker-Dealers of the Exchange Notes pursuant to, such Prospectus and any amendment or supplement thereto.

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(h) Prior to any public offering of Registrable Notes or Exchange Notes or any delivery of a Prospectus contained in the Exchange Registration Statement by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, use commercially reasonable efforts to register or qualify such Registrable Notes or Exchange Notes, and to cooperate with the selling Holders of Registrable Notes or each such Participating Broker-Dealer, as the case may be, the managing underwriter or underwriters, if any, and its respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Notes or Exchange Notes, as the case may be, for offer and sale under the securities or state Blue Sky laws of such jurisdictions within the United States as any selling Holder, Participating Broker-Dealer, or the managing underwriter or underwriters reasonably request in writing; provided, however, that where Exchange Notes or Registrable Notes are offered other than through an underwritten offering, the Company agrees to use commercially reasonable efforts to cause the Company’s counsel to perform Blue Sky investigations and file registrations and qualifications required to be filed pursuant to this Section 5(h); keep each such registration or qualification (or exemption therefrom) effective during the period such Registration Statement is required to be kept effective and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of such Exchange Notes or Registrable Notes covered by the applicable Registration Statement; provided, however, that neither the Company nor any Guarantor shall be required to (A) qualify generally to do business in any jurisdiction where it is not then so qualified, (B) take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject or (C) subject itself to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not then so subject.

(i) If a Shelf Registration is filed pursuant to Section 3 hereof, cooperate with the selling Holders of Registrable Notes and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Notes to be sold, which certificates shall not bear any restrictive legends and shall be in a form eligible for deposit with The Depository Trust Company and enable such Registrable Notes to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, or selling Holders may reasonably request in writing at least five Business Days prior to any sale of such Registrable Notes.

(j) Use commercially reasonable efforts to cause the Registrable Notes or Exchange Notes covered by any Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be reasonably necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such Registrable Notes or Exchange Notes, except as may be required solely as a consequence of the nature of such selling Holder’s business, in which case Parent and the Company shall (and shall cause each other Guarantor to) cooperate in all reasonable respects with the filing of such Registration Statement and the granting of such approvals; provided, however, that neither Company nor any Guarantor shall be required to (A) qualify generally to do business in any jurisdiction where they are not then so qualified, (B) take any action that would subject them to general service of process in any such jurisdiction where they are not then so subject or (C) subject themselves to taxation in excess of a nominal dollar amount in any such jurisdiction where they are not then so subject.

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(k) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, upon the occurrence of any event contemplated by Section 5(c)(v) or 5(c)(vi) hereof, as promptly as practicable prepare and (subject to Section 5(a) and the penultimate paragraph of this Section 5) file with the SEC, at the sole expense of the Company, a supplement or post-effective amendment to the Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Notes being sold thereunder or to the purchasers of the Exchange Notes to whom such Prospectus will be delivered by a Participating Broker-Dealer, any such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, if SEC review is required, use their commercially reasonable efforts to cause such post-effective amendment to be declared effective as soon as possible.

(l) Prior to the effective date of the first Registration Statement relating to the Registrable Notes, (i) provide the Trustee with certificates for the Registrable Notes in a form eligible for deposit with The Depository Trust Company and (ii) provide CUSIP numbers for the Registrable Notes.

(m) In connection with any underwritten offering of Registrable Notes pursuant to a Shelf Registration, enter into an underwriting agreement as is customary in underwritten offerings of debt securities similar to the Notes and take all such other actions as are customary in underwritten offerings and are reasonably requested by the managing underwriter or underwriters in order to expedite or facilitate the registration or the disposition of such Registrable Notes and, in such connection, (i) make such representations and warranties to, and covenants with, the underwriters with respect to the business of the Company and its subsidiaries, as then conducted (including any acquired business, properties or entity, if applicable), and the Registration Statement, Prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings of debt securities similar to the Notes, and confirm the same in writing if and when requested; (ii) use commercially reasonable efforts to obtain the written opinions of counsel to the Company and the Guarantors and written updates thereof in form, scope and substance reasonably satisfactory to the managing underwriter or underwriters, addressed to the underwriters covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by the managing underwriter or underwriters; (iii) use commercially reasonable efforts to obtain “cold comfort” letters and updates thereof in form, scope and substance reasonably satisfactory to the managing underwriter or underwriters from the independent certified public accountants of the Company and the Guarantors (and, if necessary, any other independent certified public accountants of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data are, or are required to be, included or incorporated by reference in the Registration Statement), addressed to each of the underwriters, such

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letters to be in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with underwritten offerings; and (iv) cause the underwriting agreement to contain indemnification provisions and procedures no less favorable than those set forth in Section 7 hereof (or such other provisions and procedures acceptable to Holders of a majority in aggregate principal amount of Registrable Notes covered by such Registration Statement and the managing underwriter or underwriters or agents) with respect to all parties to be indemnified pursuant to said Section; provided that neither Company nor any Guarantor shall be required to provide indemnification to any underwriter selected in accordance with the provisions of Section 9 hereof with respect to information relating to such underwriter furnished in writing to the Company by or on behalf of such underwriter expressly for inclusion in such Registration Statement. The above shall be done at each closing under such underwriting agreement, or as and to the extent required thereunder.

(n) If (1) a Shelf Registration is filed pursuant to Section 3 hereof or (2) a Prospectus contained in the Exchange Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, make available for inspection by any selling Holder of such Registrable Notes being sold or each such Participating Broker-Dealer, as the case may be, any underwriter participating in any such disposition of Registrable Notes, if any, and any attorney, accountant or other agent retained by any such selling Holder or each such Participating Broker-Dealer, as the case may be, or underwriter (collectively, the “Inspectors”), at the offices where normally kept, during reasonable business hours and upon reasonable written notice, all financial and other records, pertinent corporate documents and instruments of the Company and its subsidiaries (collectively, the “Records”) as shall be reasonably necessary to enable them to exercise any applicable due diligence responsibilities, and cause the officers, directors and employees of the Company and its subsidiaries to supply all information reasonably requested by any such Inspector in connection with such Registration Statement and Prospectus. Each Inspector shall agree in writing that it will keep the Records confidential and that it will not disclose, or use in connection with any market transactions in violation of any applicable securities laws, any Records (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such Registration Statement or Prospectus, (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, (iii) disclosure of such information is necessary or advisable in the opinion of counsel for an Inspector in connection with any Action, claim, suit or proceeding, directly or indirectly, involving or potentially involving such Inspector and arising out of, based upon, relating to, or involving this Agreement or the Purchase Agreements, or any transactions contemplated hereby or thereby or arising hereunder or thereunder or (iv) the information in such Records has been made generally available to the public; provided, however, that (i) each Inspector shall agree to use commercially reasonable efforts to provide advance written notice to the Company of the potential disclosure of any information by such Inspector pursuant to clause (i), (ii) or (iii) of this sentence to permit the Company to obtain a protective order (or waive the provisions of this paragraph (n)) and (ii) each such Inspector shall take such actions as are reasonably necessary to protect the confidentiality of such information (if practicable) to the extent such action is otherwise not inconsistent with, an impairment of or in derogation of the rights and interests of the Holder or any Inspector.

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(o) Provide an indenture trustee for the Registrable Notes or the Exchange Notes, as the case may be, and cause the Indenture or the trust indenture provided for in Section 2(b) hereof to be qualified under the TIA not later than the effective date of the Exchange Offer or the first Registration Statement relating to the Registrable Notes; and in connection therewith, cooperate with the trustee under any such indenture and the Holders of the Registrable Notes or Exchange Notes, as applicable, to effect such changes to such indenture as may be required for such indenture to be so qualified in accordance with the terms of the TIA; and execute, and use commercially reasonable efforts to cause such trustee to execute, all documents as may be required to effect such changes, and all other forms and documents required to be filed with the SEC to enable such indenture to be so qualified in a timely manner.

(p) Comply in all material respects with all applicable rules and regulations of the SEC and make generally available to the Company’s security holders earnings statements satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of any 12-month period (or 90 days after the end of any 12-month period if such period is a fiscal year) (i) commencing at the end of any fiscal quarter in which Registrable Notes or Exchange Notes are sold to underwriters in a firm commitment or best efforts underwritten offering and (ii) if not sold to underwriters in such an offering, commencing on the first day of the first fiscal quarter of the Company after the effective date of a Registration Statement, which statements shall cover said 12-month periods consistent with the requirements of Rule 158.

(q) If the Exchange Offer or a Private Exchange is to be consummated, upon delivery of the Registrable Notes by Holders to the Company (or to such other Person as directed by the Company) in exchange for the Exchange Notes or the Private Exchange Notes, as the case may be, mark, or cause to be marked, on such Registrable Notes that such Registrable Notes are being cancelled in exchange for the Exchange Notes or the Private Exchange Notes, as the case may be; provided that in no event shall such Registrable Notes be marked as paid or otherwise satisfied.

(r) Cooperate with each seller of Registrable Notes covered by any Registration Statement and each underwriter, if any, participating in the disposition of such Registrable Notes and their respective counsel in connection with any filings required to be made with FINRA.

(s) Use commercially reasonable efforts to take all other steps reasonably necessary or advisable to effect the registration of the Exchange Notes and/or Registrable Notes covered by a Registration Statement contemplated hereby.

(t) The Company may require each seller of Registrable Notes or Exchange Notes as to which any registration is being effected to furnish to the Company such information regarding such seller and the distribution of such Registrable Notes or Exchange Notes as the Company may, from time to time, reasonably request. The Company may exclude from such registration the Registrable Notes of any seller so long as such seller fails to furnish such information within a reasonable time (which shall in no event exceed 30 days from the date of receipt of such request by the seller) after receiving such request and in the event of such an exclusion, neither the Company nor any Guarantor shall have any further obligation under this Agreement (including, without limitation, the obligations under Section 4) with respect to such seller or any subsequent Holder of such

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Registrable Notes. Each seller as to which any Shelf Registration is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make any information previously furnished to the Company by such seller not materially misleading.

(u) If any such Registration Statement refers to any Holder by name or otherwise as the holder of any securities of the Company, then such Holder shall have the right to require (i) the insertion therein of language, in form and substance reasonably satisfactory to such Holder, to the effect that the holding by such Holder of such securities is not to be construed as a recommendation by such Holder of the investment quality of the securities covered thereby and that such holding does not imply that such Holder will assist in meeting any future financial requirements of the Company, or (ii) in the event that such reference to such Holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force, the deletion of the reference to such Holder in any amendment or supplement to the applicable Registration Statement filed or prepared subsequent to the time that such reference ceases to be required.

(v) Each Holder of Registrable Notes agrees by acquisition of such Registrable Notes that there may be delays in its use of a Shelf Registration due to a Suspension Period. In connection with a Suspension Period, upon actual receipt of any notice from the Company:

(i) that the Prospectus would, in the reasonable judgment of Parent, contain a material misstatement or omission as a result of an event that has occurred and is continuing;

(ii) the majority of the independent members of the Board of Directors of Parent (the “Board of Directors”) shall have determined in good faith that:

(A) the offer or sale of any Registrable Notes would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving Parent or the Company,

(B) after the advice of counsel, the sale of Registrable Notes pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and

(C) (x) Parent has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on Parent or Parent’s ability to consummate such transaction, or (z) renders Parent or the Company unable to comply with SEC requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or

(iii) the majority of the independent members of the Board of Directors of Parent shall have determined in good faith, after the advice of counsel, that it is required

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by law, rule or regulation or that it is in the best interests of Parent or the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (2) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; or (3) including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information,

then Parent or the Company may delay the filing or the effectiveness of the Shelf Registration (if not then filed or effective, as applicable) and shall not be required to maintain the effectiveness thereof or amend or supplement the Shelf Registration, in all cases, for a period (a “Suspension Period”) expiring upon the earliest to occur of (x) in the case of the immediately preceding clauses (i), (ii) and (iii) the date of such Holder’s receipt of the copies of the supplemented or amended Prospectus, and (y) receipt of notice in writing (the “Advice”) by the Company that the use of the applicable Prospectus may be resumed, and has received copies of any amendments or supplements thereto, provided that (1) any such Suspension Period may not exceed 45 days in any 90 day period and (2) there shall be no more than 60 days of Suspension Periods in any 12 month period.

In the event of any Suspension Period pursuant to clause (ii) or (iii) of the preceding paragraph, notice shall be given as soon as practicable after the Board of Directors of Parent makes such a determination of the need for a Suspension Period and shall state, to the extent practicable, an estimate of the duration of such Suspension Period and shall advise the recipient thereof of the agreement of such Holder provided in the next succeeding sentence. Each Holder, by his acceptance of any Registrable Notes, agrees that during any Suspension Period, each Holder will keep such notice confidential and will discontinue disposition of such Registrable Notes covered by such Registration Statement or Prospectus.

6. Registration Expenses

(a) All fees and expenses incident to the performance of or compliance with this Agreement by the Company and the Guarantors shall be borne by the Company and the Guarantors, whether or not the Exchange Offer or a Shelf Registration is filed or becomes effective, including, without limitation, (i) all registration and filing fees, including, without limitation, (A) fees with respect to filings required to be made with FINRA in connection with any underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws as provided in Section 5(h) hereof (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h), in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing Prospectuses if the printing

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of Prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) messenger, telephone and delivery expenses incurred in connection with the performance of their obligations hereunder, (iv) fees and disbursements of counsel for the Company, the Guarantors and, subject to 6(b), the Holders, (v) fees and disbursements of all independent certified public accountants referred to in Section 6 (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees and the fees and expenses incurred in connection with the listing of the Securities to be registered on any securities exchange, (vii) Securities Act liability insurance, if the Company and the Guarantors desire such insurance, (viii) fees and expenses of all other Persons retained by the Company and the Guarantors, (ix) fees and expenses of any “qualified independent underwriter” or other independent appraiser participating in an offering pursuant to Section 3 of Schedule E to the By-laws of FINRA, but only where the need for such a “qualified independent underwriter” arises due to a relationship with the Company and the Guarantors, (x) internal expenses of the Company and the Guarantors (including, without limitation, all salaries and expenses of officers and employees of the Company or the Guarantors performing legal or accounting duties), (xi) the expense of any annual audit, (xii) the fees and expenses of the Trustee and the Exchange Agent and (xiii) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. Notwithstanding the foregoing or anything to the contrary, each Holder shall pay all underwriting discounts and commissions of any underwriters with respect to any Registrable Notes sold by or on behalf of it.

(b) The Company and the Guarantors shall reimburse the Holders for the reasonable fees and disbursements of not more than one counsel chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in any Registration Statement. The Company and the Guarantors shall pay all documentary, stamp, transfer or other transactional taxes attributable to the issuance or delivery of the Exchange Notes or Private Exchange Notes in exchange for the Notes; provided that the Company shall not be required to pay taxes payable in respect of any transfer involved in the issuance or delivery of any Exchange Note or Private Exchange Note in a name other than that of the Holder of the Note in respect of which such Exchange Note or Private Exchange Note is being issued. The Company and the Guarantors shall reimburse the Holders for fees and expenses (including reasonable fees and expenses of counsel to the Holders) relating to any enforcement of any rights of the Holders under this Agreement.

7. Indemnification

(a) Indemnification by the Company and the Guarantors. The Company and the Guarantors jointly and severally agree to indemnify and hold harmless each Holder of Registrable Notes, Exchange Notes or Private Exchange Notes and each Participating Broker-Dealer selling Exchange Notes during the Applicable Period, each Person, if any, who controls each such Holder (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act) and the officers, directors and partners of each such Holder, Participating Broker-Dealer and controlling person, to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and reasonable attorneys’ fees as provided in

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this Section 7) and expenses (including, without limitation, reasonable costs and expenses incurred in connection with investigating, preparing, pursuing or defending against any of the foregoing) (collectively, “Losses”), as incurred, directly or indirectly caused by, related to, based upon, arising out of or in connection with any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or form of prospectus, or in any amendment or supplement thereto, or in any preliminary prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except insofar as such Losses are caused by, arise out of or are based upon, information relating to such Holder or Participating Broker-Dealer and furnished in writing to the Company and the Guarantors by such Holder or Participating Broker-Dealer or their counsel expressly for use therein. The foregoing indemnity with respect to any Prospectus shall not inure to the benefit of any Holder or Participating Broker-Dealer from whom the Person asserting such Losses purchased Registrable Notes if (x) it is established in the related proceeding that such Holder or Participating Broker-Dealer failed to send or give a copy of the Prospectus (as amended or supplemented if such amendment or supplement was furnished to such Holder or Participating Broker-Dealer prior to the written confirmation of such sale) to such Person with or prior to the written confirmation of such sale, if required by applicable law, and (y) the untrue statement or omission or alleged untrue statement or omission was completely corrected in the Prospectus (as amended or supplemented if amended or supplemented as aforesaid) and such Prospectus does not contain any other untrue statement or omission or alleged untrue statement or omission that was the subject matter of the related proceeding. This indemnity agreement will be in addition to any liability that the Company may otherwise have, including, but not limited to, liability under this Agreement. The Company and the Guarantors also agree to indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers, directors, agents and employees and each Person who controls such Persons (within the meaning of Section 5 of the Securities Act or Section 20(a) of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders or the Participating Broker-Dealer.

(b) Indemnification by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantors, their respective directors and each Person, if any, who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) of the Exchange Act), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement

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or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained in or omitted from any information so furnished in writing by such Holder to the Company and the Guarantors expressly for use therein. Notwithstanding the foregoing, in no event shall the liability of any selling Holder be greater in amount than such Holder’s Maximum Contribution Amount (as defined below).

(c) Conduct of Indemnification Proceedings. If any proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the party or parties from which such indemnity is sought (the “Indemnifying Party” or “Indemnifying Parties”, as applicable) in writing; but the omission to so notify the Indemnifying Party (i) will not relieve such Indemnifying Party from any liability under paragraph (a) or (b) above unless and only to the extent it is materially prejudiced as a result thereof and (ii) will not, in any event, relieve the Indemnifying Party from any obligations to any Indemnified Party other than the indemnification obligation provided in paragraphs (a) and (b) above.

The Indemnifying Party shall have the right, exercisable by giving written notice to an Indemnified Party, within 20 Business Days after receipt of written notice from such Indemnified Party of such proceeding, to assume, at its expense, the defense of any such proceeding; provided, that an Indemnified Party shall have the right to employ separate counsel in any such proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or parties unless: (1) the Indemnifying Party has agreed to pay such fees and expenses; or (2) the Indemnifying Party shall have failed promptly to assume the defense of such proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnified Party; or (3) the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party or any of its affiliates or controlling persons, and such Indemnified Party shall have been advised by counsel that there may be one or more defenses available to such Indemnified Party that are in addition to, or in conflict with, those defenses available to the Indemnifying Party or such affiliate or controlling person (in which case, if such Indemnified Party notifies the Indemnifying Parties in writing that it elects to employ separate counsel at the expense of the Indemnifying Parties, the Indemnifying Parties shall not have the right to assume the defense and the reasonable fees and expenses of such counsel shall be at the expense of the Indemnifying Party; it being understood, however, that, the Indemnifying Party shall not, in connection with any one such proceeding or separate but substantially similar or related proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for such Indemnified Party).

No Indemnifying Party shall be liable for any settlement of any such proceeding effected without its written consent, which shall not be unreasonably withheld, but if settled with its written consent, or if there be a final judgment for the plaintiff in any such proceeding, each Indemnifying Party jointly and severally agrees, subject to the exceptions and limitations set forth above, to indemnify and hold harmless each Indemnified Party from and against any and all Losses by reason of such settlement or judgment. The Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement unless such judgment or settlement (i) includes as an unconditional term thereof the giving by the claimant or plaintiff to each Indemnified Party of a release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such proceeding for which such Indemnified Party would be entitled to indemnification hereunder (whether or not any Indemnified Party is a party thereto) and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party.

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(d) Contribution. If the indemnification provided for in this Section 7 is unavailable to an Indemnified Party or is insufficient to hold such Indemnified Party harmless for any Losses in respect of which this Section 7 would otherwise apply by its terms (other than by reason of exceptions provided in this Section 7), then each applicable Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall have a joint and several obligation to contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party, on the one hand, and such Indemnified Party, on the other hand, in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party, on the one hand, and Indemnified Party, on the other hand, shall be determined by reference to, among other things, whether any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent any such statement or omission. The amount paid or payable by an Indemnified Party as a result of any Losses shall be deemed to include any legal or other fees or expenses incurred by such party in connection with any proceeding, to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in Section 7(a) or 7(b) was available to such party.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7(d) were determined by pro rata allocation or by other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 7(d), a selling Holder shall not be required to contribute, in the aggregate, any amount in excess of such Holder’s Maximum Contribution Amount. A selling Holder’s “Maximum Contribution Amount” shall equal the excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 7(d) are several in proportion to the respective principal amount of the Registrable Securities held by each Holder hereunder and not joint. The Company’s and Guarantors’ obligations to contribute pursuant to this Section 7(d) are joint and several.

The indemnity and contribution agreements contained in this Section 7 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

8. Rules 144 and 144A

(a) Parent and the Company covenant that they shall (a) file the reports required to be filed by them (if so required) under the Securities Act and the Exchange Act in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time Parent and the Company are not required to file such reports, they will, upon the written request of any Holder of Registrable Notes, make publicly available other information necessary to permit sales pursuant to Rule 144 and 144A and (b) take such further action as any Holder may reasonably request in writing, all to the extent required from time to time to enable such Holder to sell Registrable Notes without registration under the Securities Act pursuant to the exemptions provided by Rule 144 and Rule 144A. Upon the request of any Holder, Parent and the Company shall deliver to such Holder a written statement as to whether they have complied with such information and requirements.

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(b) Availability of Rule 144 Not Excuse for Obligations under Section 2. The fact that holders of Registrable Notes may become eligible to sell such Registrable Notes pursuant to Rule 144 shall not (1) cause such Notes to cease to be Registrable Notes or (2) excuse the Company’s and the Guarantors’ obligations set forth in Section 2 of this Agreement, including without limitation the obligations in respect of an Exchange Offer, Shelf Registration and Additional Interest.

9. Underwritten Registrations of Registrable Notes

If any of the Registrable Notes covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable Notes included in such offering; provided, however, that such investment banker or investment bankers and manager or managers must be reasonably acceptable to the Company.

No Holder of Registrable Notes may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s Registrable Notes on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

10. Miscellaneous

(a) Remedies. In the event of a breach by either the Company or any of the Guarantors of any of their respective obligations under this Agreement, each Holder, in addition to being entitled to exercise all rights provided herein, in the Indenture or, in the case of the Initial Purchasers, in the Purchase Agreement, or granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company and the Guarantors agree that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by either the Company or any of the Guarantors of any of the provisions of this Agreement and hereby further agree that, in the event of any action for specific performance in respect of such breach, Parent and the Company shall (and shall cause each Guarantor to) waive the defense that a remedy at law would be adequate.

(b) No Inconsistent Agreements. The Company and each of the Guarantors have not entered, as of the date hereof, and the Company and each of the Guarantors shall not enter, after the date of this Agreement, into any agreement with respect to any of its securities that is inconsistent with the rights granted to the Holders of Securities in this Agreement or otherwise conflicts with the provisions hereof. The Company and each of the Guarantors have not entered and will not enter into any agreement with respect to any of its securities that will grant to any Person piggy-back rights with respect to a Registration Statement.

(c) Adjustments Affecting Registrable Notes. Neither the Company nor any Guarantor shall, directly or indirectly, take any action with respect to the Registrable Notes as a class that would adversely affect the ability of the Holders to include such Registrable Notes in a registration undertaken pursuant to this Agreement.

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(d) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, otherwise than with the prior written consent of the Holders of not less than a majority in aggregate principal amount of the then outstanding Registrable Notes in circumstances that would adversely affect any Holders of Registrable Notes; provided, however, that Section 7 and this Section 10(d) may not be amended, modified or supplemented without the prior written consent of each Holder. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders of Registrable Notes whose securities are being tendered pursuant to the Exchange Offer or sold pursuant to a Notes Registration Statement and that does not directly or indirectly affect, impair, limit or compromise the rights of other Holders of Registrable Notes may be given by Holders of at least a majority in aggregate principal amount of the Registrable Notes being tendered or being sold by such Holders pursuant to such Notes Registration Statement.

(e) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, registered first-class mail, next-day air courier or telecopier:

(i) if to a Holder of Securities or to any Participating Broker-Dealer, at the most current address of such Holder or Participating Broker-Dealer, as the case may be, set forth on the records of the registrar of the Notes, with a copy in like manner to Citigroup Global Markets Inc. and Jefferies LLC, on behalf of the Initial Purchasers, as follows:

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Facsimile: (212) 816-7912

Attention: General Counsel

Jefferies LLC

520 Madison Avenue

New York, New York 10022

Facsimile: (646) 619-4437

Attention: General Counsel

with a copy to:

Jones Day

222 East 41st Street

New York, New York 10017

Facsimile: (212) 755-7306

Attention: Alexander A. Gendzier, Esq.

(ii) if to the Initial Purchasers, at the address specified in Section 10(e)(i);

(iii) if to the Company or any Guarantor, as follows:

c/o Vantage Drilling Company

777 Post Oak Blvd., Suite 800

Houston, Texas 77056

Facsimile: (281) 404-4700

Attention: Douglas Smith, Chief Financial Officer

25

with a copy to:

Fulbright & Jaworski L.L.P.

Fulbright Tower

1301 McKinney, Suite 5100

Houston, Texas 77010

Facsimile: (713) 651-5246

Attention: Joshua P. Agrons, Esq.

All such notices and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered; five business days after being deposited in the United States mail, postage prepaid, if mailed, one business day after being deposited in the United States mail, postage prepaid, if mailed; one business day after being timely delivered to a next-day air courier guaranteeing overnight delivery; and when receipt is acknowledged by the addressee, if telecopied.

Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee under the Indenture at the address specified in such Indenture.

(f) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto, the Holders and the Participating Broker-Dealers including, without limitation and without the need for an express assignment, subsequent Holders of Securities; provided, however, that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign holds Registrable Notes.

(g) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(h) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE COMPANY AND EACH GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND IRREVOCABLY ACCEPTS FOR ITS AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS. THE COMPANY AND EACH GUARANTOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY

26

SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. THE COMPANY AND EACH GUARANTOR IRREVOCABLY CONSENTS, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE COMPANY AT ITS SAID ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY HOLDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY OR ANY GUARANTOR IN ANY OTHER JURISDICTION.

(j) Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(k) Securities Held by the Company or Its Affiliates. Whenever the consent or approval of Holders of a specified percentage of Securities is required hereunder, Securities held by the Company or its affiliates (as such term is defined in Rule 405 under the Securities Act) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

(l) Third Party Beneficiaries. Holders and Participating Broker-Dealers are intended third party beneficiaries of this Agreement and this Agreement may be enforced by such Persons.

(m) Entire Agreement. This Agreement, together with the Purchase Agreement, the Indenture and the Collateral Agreements, is intended by the parties as a final and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein and any and all prior oral or written agreements, representations, or warranties, contracts, understanding, correspondence, conversations and memoranda between the Initial Purchasers on the one hand and the Company and the Guarantors on the other, or between or among any agents, representatives, parents, subsidiaries, affiliates, predecessors in interest or successors in interest with respect to the subject matter hereof and thereof are merged herein and replaced hereby.

27

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

OFFSHORE GROUP INVESTMENT LIMITED
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer
VANTAGE DRILLING COMPANY, as Guarantor
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer
VANTAGE HOLDING HUNGARY KFT, as Guarantor
By:	/s/ Mark Howell
	Name:	Mark Howell
	Title:	Managing Director
By:	/s/ Julia Varga
	Name:	Julia Varga
	Title:	Managing Director
VANTAGE DRILLING NETHERLANDS BV, as Guarantor
By:	/s/ Linda J. Ibrahim
	Name:	Linda Jovana Ibrahim
	Title:	Managing Director A
By:	/s/ TMF Management B.V.
	Name:	TMF Management B.V.
	Title:	Managing Director B
By:	/s/ TMF Management B.V.
	Name:	TMF Management B.V.
	Title:	Managing Director B

[Registration Rights Agreement]

P2021 RIG CO., as Guarantor
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer
VANTAGE INTERNATIONAL MANAGEMENT CO., as Guarantor
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer
VANTAGE DRILLER I CO., as Guarantor
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer
VANTAGE DRILLER II CO., as Guarantor
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer
VANTAGE DRILLER III CO., as Guarantor
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer
VANTAGE DRILLER IV CO., as Guarantor
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer

[Registration Rights Agreement]

SAPPHIRE DRILLER COMPANY, as Guarantor
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer
EMERALD DRILLER COMPANY, as Guarantor
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer
P2020 RIG CO., as Guarantor
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer
VANTAGE HOLDINGS MALAYSIA I CO., as Guarantor
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer
VANTAGE DRILLING (MALAYSIA) I SDN. BHD., as Guarantor
By:	/s/ Ronald J. Nelson
	Name:	Ronald J. Nelson
	Title:	Director
VANTAGE DRILLING LABUAN I LTD., as Guarantor
By:	/s/ Ronald J. Nelson
	Name:	Ronald J. Nelson
	Title:	Director

[Registration Rights Agreement]

VANTAGE DEEPWATER COMPANY, as Guarantor
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer
VANTAGE DEEPWATER DRILLING, INC., as Guarantor
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer
VANTAGE HOLDINGS CYPRUS ODC LIMITED, as Guarantor
By:	/s/ Mark Howell
	Name:	Mark Howell
	Title:	Director
VANTAGE DRILLING POLAND – LUXEMBOURG BRANCH., as Guarantor
By:	/s/ Ian Foulis
	Name:	Ian Foulis
	Title:	Branch Manager
DRAGONQUEST HOLDINGS COMPANY, as Guarantor
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer
TUNGSTEN EXPLORER COMPANY., as Guarantor
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer

[Registration Rights Agreement]

VANTAGE DELAWARE HOLDINGS, LLC, as Guarantor
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Vice President and Treasurer
PT. VANTAGE DRILLING COMPANY INDONESIA., as Guarantor
By:	/s/ David Tait
	Name:	David Tait
	Title:	Director

[Registration Rights Agreement]

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee
By:	/s/ John C. Stohlmann
	Name:	John C. Stohlmann
	Title:	Vice President
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Noteholder Collateral Agent
By:	/s/ John C. Stohlmann
	Name:	John C. Stohlmann
	Title:	Chief Financial Officer and Treasurer

[Registration Rights Agreement]

ACCEPTED AND AGREED TO:
CITIGROUP GLOBAL MARKETS INC.
By:	/s/ Christopher Abatz
Name:	Christopher Abatz
Title:	Managing Director
JEFFERIES LLC
By:	/s/ Craig Zaph
Name:	Craig Zaph
Title:	Managing Director

[Registration Rights Agreement]

SCHEDULE I

INITIAL PURCHASERS

Citigroup Global Markets Inc.

Jefferies LLC

Credit Suisse Securities (USA) LLC

Deutsche Bank Securities Inc.

Merrill Lynch, Pierce, Fenner & Smith Incorporated

RBC Capital Markets, LLC

CIS Capital Markets LLC

FBR Capital Markets & Co.

Global Hunter Securities, LLC

J.P. Morgan Securities LLC

Johnson Rice & Company L.L.C.

Pareto Securities AS

RS Platou Markets AS

EX-99.1

Exhibit 99.1

VANTAGE DRILLING ANNOUNCES RESULTS OF THE PREVIOUSLY

ANNOUNCED TENDER OFFER AND CONSENT SOLICITATION BY ITS WHOLLY-

OWNED SUBSIDIARY OFFSHORE GROUP INVESTMENT LIMITED

HOUSTON, TX — 3/28/2013 — Vantage Drilling Company (“Vantage”) (NYSE MKT: VTG) announced today that Offshore Group Investment Limited, Vantage’s wholly-owned subsidiary (“OGIL”), has received the requisite consents in connection with the previously announced cash tender offer (the “Offer”) for any and all of OGIL’s outstanding 11 ¹/₂% Senior Secured First Lien Notes due 2015 (the “Notes”) and the related consent solicitation (the “Consent Solicitation”).

As of 5:00 p.m., New York City time, on March 27, 2013 (the “Consent Payment Date”), Notes representing approximately 79.45% of the then-outstanding principal amount of Notes had been tendered. OGIL has exercised its option to accept for payment and settle $794,510,000 of Notes (the “Early Settlement”). Such Early Settlement is expected to occur concurrently with the closing of OGIL’s offering of $775,000,000 of 7.125% Senior Secured First Lien Notes due 2023 (the “New Notes”) and its entry into a new $350,000,000 term loan facility (the “Term Loan”). The closing of each of the Offer and Consent Solicitation, the offering of the New Notes and the entry into the Term Loan are conditioned on one another. At the time of the Early Settlement, we intend to call for redemption any and all Notes not tendered in the Offer.

As part of the Offer, OGIL solicited consents from the holders of the Notes for certain proposed amendments to the indenture pursuant to which the Notes were issued (the “Proposed Amendments”). Adoption of the Proposed Amendments required consents from holders of at least a majority in aggregate principal amount outstanding of the Notes. Vantage announced today that OGIL has received the requisite consents in the Consent Solicitation to execute a supplemental indenture to effect the Proposed Amendments pursuant to the Offer to Purchase and Consent Solicitation Statement dated March 18, 2013 (the “Offer to Purchase”). The supplemental indenture is expected to become effective concurrently with the closing of OGIL’s offering of New Notes and its entry into the Term Loan.

The Offer will expire at midnight, New York City time, on April 12, 2013, unless the Offer is extended or earlier terminated (the “Expiration Date”). Under the terms of the Offer, holders of Notes who validly tender the Notes after the Consent Payment Date but on or before the Expiration Date, and whose notes are accepted for purchase, will receive tender offer consideration of $1,061.25 per $1,000.00 in principal amount of Notes validly tendered plus accrued and unpaid interest from and including the most recent interest payment date, and up to, but excluding, the final settlement date. Other than in the limited circumstances set forth in the Offer to Purchase, tenders of Notes may not be withdrawn and consents may not be revoked following the Consent Payment Date.

Citigroup Global Markets Inc. is serving as dealer manager and Global Bondholder Services Corporation is serving as depository and information agent in connection with the Offer. Questions about the Offer may be directed to Citigroup Global Markets Inc. at (800) 558-3745 (U.S. Toll Free) or (212) 723-6106 (collect). Requests for additional copies of the Offer to Purchase should be directed to Global Bondholder Services Corporation at (212) 430-3774 (bankers and brokers) or (866) 389-1500 (U.S. Toll Free).

This press release does not constitute an offer to sell or solicitation of an offer to buy any security, nor will there be any sale of such security in any jurisdiction in which such offer, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About Vantage

Vantage, a Cayman Islands exempted company, is an offshore drilling contractor, with an owned fleet of two ultra-deepwater drillships, the Platinum Explorer and the Titanium Explorer, as well as an additional ultra-deepwater drillship, the Tungsten Explorer, now under construction, and four Baker Marine Pacific Class 375 ultra-premium jackup drilling rigs. Vantage’s primary business is to contract drilling units, related equipment and work crews primarily on a dayrate basis to drill oil and natural gas wells. Vantage also provides construction supervision services for, and will operate and manage, drilling units owned by others. Through its fleet of seven owned drilling units, Vantage is a provider of offshore contract drilling services globally to major, national and large independent oil and natural gas companies.

Forward-Looking Statements

Certain statements contained in this news release constitute “forward-looking statements”. These forward-looking statements represent Vantage’s expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Vantage’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements.

Any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by law, Vantage does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time and it is not possible for management to predict all such factors.

EX-99.2

Exhibit 99.2

VANTAGE DRILLING ANNOUNCES CLOSING OF SENIOR SECURED FINANCING

TRANSACTIONS AND REDEMPTION OF OUTSTANDING 11 ¹/₂% SENIOR SECURED

FIRST LIEN NOTES DUE 2015 BY ITS WHOLLY-OWNED SUBSIDIARY OFFSHORE

GROUP INVESTMENT LIMITED

HOUSTON, TX — 3/28/2013 — Vantage Drilling Company (“Vantage”) (NYSE MKT: VTG) announced today that its wholly-owned subsidiary Offshore Group Investment Limited (“OGIL”) closed an offering of $775 million aggregate principal amount of 7.125% Senior Secured First Lien Notes due 2023 (the “Notes”), a Term Loan in the aggregate principal amount of $350 million (the “Term Loan” and collectively with the Notes, the “Financings”) and an Amended and Restated Credit Agreement in the amount of $200 million (the “Credit Agreement”).

In addition, Vantage announced today that OGIL has delivered notice to the holders of all of its outstanding 11 ¹/₂% Senior Secured First Lien Notes due 2015 (the “2015 Notes”) of its intention to redeem any and all of the 2015 Notes pursuant to the Indenture governing the 2015 Notes. The redemption price for the 2015 Notes will be 108.625% of the outstanding principal amount of the 2015 Notes. The redemption of the 2015 Notes is expected to be completed on April 29, 2013.

The Notes were issued at par and are guaranteed by Vantage and each of OGIL’s existing and future subsidiaries and by certain of Vantage’s other subsidiaries. The Notes and the related guarantees are secured by all of OGIL’s assets including a first priority security interest in the Emerald Driller, the Sapphire Driller, the Topaz Driller, the Aquamarine Driller, the Platinum Explorer, the Titanium Explorer and, upon its delivery, the Tungsten Explorer, and by a pledge of the stock of OGIL and the guarantors (other than Vantage), in each case, subject to certain exceptions and permitted liens.

The Term Loan was issued at 98.50% of its face value and will bear interest at adjusted LIBOR plus a margin of 4.50% per annum, with a LIBOR floor of 1.25% per annum or the alternative base rate (based on the highest of Citibank’s prime rate, the federal funds rate minus 0.50% and one-month adjusted LIBOR plus 1.00%) plus a margin of 3.50% per annum. The Term Loan will amortize in equal quarterly installments in aggregate annual amounts equal to 1.00% of the original principal amount of the Term Loan, with the balance payable on the sixth anniversary of the Term Loan. The Term Loan is secured by the same collateral securing the Notes.

The Credit Agreement has a maturity date of April 25, 2017 and will bear interest at the adjusted base rate plus a margin of 2.50% per annum or LIBOR plus a margin of 3.50% per annum, at our option. Under the Credit Agreement, we can draw amounts for advances and letters of credit up to an aggregate principal amount of $200 million. The Credit Agreement is secured by the same collateral as the Notes and the Term Loan.

The net proceeds from the Financings will be used by OGIL (i) to pay the total consideration and accrued and unpaid interest on the 2015 Notes purchased in accordance with the terms of the tender offer and consent solicitation for the outstanding 2015 Notes, (ii) for general corporate purposes and (iii) to pay fees and expenses related to the Financings. The Credit Agreement may be used by Vantage and OGIL from time to time for the issuance of letters of credit and for general corporate purposes.

The Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws, and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act. The Notes were offered only to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the United States pursuant to Regulation S of the Securities Act. Unless so registered, the Notes may not be offered or sold in the United States except pursuant to an exemption under the Securities Act and applicable state securities laws.

This press release does not constitute an offer to sell or solicitation of an offer to buy any security, nor will there be any sale of such security in any jurisdiction in which such offer, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About Vantage

Vantage, a Cayman Islands exempted company, is an offshore drilling contractor, with an owned fleet of two ultra-deepwater drillships, the Platinum Explorer and the Titanium Explorer, as well as an additional ultra-deepwater drillship, the Tungsten Explorer, now under construction, and four Baker Marine Pacific Class 375 ultra-premium jackup drilling rigs. Vantage’s primary business is to contract drilling units, related equipment and work crews primarily on a dayrate basis to drill oil and natural gas wells. Vantage also provides construction supervision services for, and will operate and manage, drilling units owned by others. Through its fleet of seven owned drilling units, Vantage is a provider of offshore contract drilling services globally to major, national and large independent oil and natural gas companies.

Forward-Looking Statements

Certain statements contained in this news release constitute “forward-looking statements”. These forward-looking statements represent Vantage’s expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Vantage’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements.

Any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by law, Vantage does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time and it is not possible for management to predict all such factors.