T-3 1 d222607dt3.htm T-3 T-3

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM T-3

 

 

FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES

UNDER THE TRUST INDENTURE ACT OF 1939

 

 

OFFSHORE GROUP INVESTMENT LIMITED

(Issuer)

 

 

DRAGONQUEST HOLDINGS COMPANY

EMERALD DRILLER COMPANY

P2020 RIG CO.

P2021 RIG CO.

PT. VANTAGE DRILLING COMPANY INDONESIA

SAPPHIRE DRILLER COMPANY

VANTAGE DEEPWATER COMPANY

VANTAGE DEEPWATER DRILLING, INC.

VANTAGE DELAWARE HOLDINGS, LLC

VANTAGE DRILLER I CO

VANTAGE DRILLER II CO

VANTAGE DRILLER III CO

VANTAGE DRILLER IV CO.

VANTAGE DRILLER VI CO.

VANTAGE DRILLER ROCO S.R.L.

VANTAGE DRILLING AFRICA

VANTAGE DRILLING LABUAN I LTD.

VANTAGE DRILLING (MALAYSIA) I SDN. BHD.

VANTAGE DRILLING NETHERLANDS B.V.

VANTAGE HOLDING HUNGARY LIMITED LIABILITY COMPANY

VANTAGE HOLDINGS CYPRUS ODC LIMITED

VANTAGE HOLDINGS MALAYSIA I CO.

VANTAGE INTERNATIONAL MANAGEMENT CO.

(Guarantors)

(Name of Applicants)

777 Post Oak Boulevard, Suite 800

Houston, Texas 77056

(Address of principal executive offices)

 

 

Securities to be Issued under the Indenture to be Qualified

 

 

 

Title of Class   Amount

1% / 12% Step-up Senior Subordinated Secured

Third Lien Convertible Notes due 2030

  $750 million aggregate principal amount plus amounts paid-in-kind and additional notes as permitted by the indenture

Approximate date of proposed public offering: As soon as practicable after the Effective Date under the Plan of Reorganization.

 

Name and registered address of agent for service:

 

  With a copy to:

Nicolas Evanoff

777 Post Oak Boulevard, Suite 800

Houston, Texas 77056

(281) 404-4700

 

Ted S. Waksman

Frank R. Adams

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

(212) 310-8000

 

 

The Applicants hereby amend this Application for Qualification on such date or dates as may be necessary to delay its effectiveness until (i) the 20th day after the filing of an amendment which specifically states that it shall supersede this Application for Qualification, or (ii) such date as the Securities and Exchange Commission, acting pursuant to Section 307(c) of the Trust Indenture Act of 1939 (the “Trust Indenture Act”), may determine upon the written request of the Applicants.

 

 

 


GENERAL

1. General Information.

Offshore Group Investment Limited (the “Company”) is a Cayman Island exempted company with limited liability. The guarantors identified below (the “Guarantors” and, together with the Company, the “Applicants”) have the following forms of organization or incorporation and jurisdictions of formation.

 

Guarantor

 

Form

 

Jurisdiction

Dragonquest Holdings Company   Exempted Company   Cayman Islands
Emerald Driller Company   Exempted Company   Cayman Islands
P2020 Rig Co.   Exempted Company   Cayman Islands
P2021 Rig Co.   Exempted Company   Cayman Islands
PT. Vantage Drilling Company Indonesia   Limited Liability Company   Indonesia
Sapphire Driller Company   Exempted Company   Cayman Islands
Vantage Deepwater Company   Exempted Company   Cayman Islands
Vantage Deepwater Drilling, Inc.   Corporation   Delaware
Vantage Delaware Holdings, LLC   Limited Liability Company   Delaware
Vantage Driller I Co   Exempted Company   Cayman Islands
Vantage Driller II Co   Exempted Company   Cayman Islands
Vantage Driller III Co   Exempted Company   Cayman Islands
Vantage Driller IV Co.   Exempted Company   Cayman Islands
Vantage Driller VI Co.   Exempted Company   Cayman Islands
Vantage Driller ROCO S.R.L.   Limited Liability Company   Romania
Vantage Drilling Africa   Exempted Company   Cayman Islands
Vantage Drilling Labuan I LTD.   Labuan Company   Malaysia
Vantage Drilling (Malaysia) I Sdn. Bhd.   Limited Liability Company   Malaysia
Vantage Drilling Netherlands B.V.   Limited Liability Company   Netherlands
Vantage Holding Hungary Limited Liability Company   Limited Liability Company   Hungary
Vantage Holdings Cyprus ODC Limited   Limited Liability Company   Cyprus
Vantage Holdings Malaysia I. Co.   Exempted Company   Cayman Islands
Vantage International Management Co.   Exempted Company   Cayman Islands

2. Securities Act Exemption Applicable.

The Company’s 1% / 12% Step-up Senior Subordinated Secured Third Lien Convertible Notes due 2030 (the “New Notes”), to be issued under the indenture to be qualified hereby (the “Indenture”), will be offered to (i) lenders under the Company’s amended and restated term loan agreement, dated as of October 25, 2012, as amended, modified or otherwise supplemented from time to time, and (ii) holders of the Company’s 7.5% Senior Secured First Lien Notes due 2019 and 7.125% Senior Secured Notes due 2023 (collectively, the “Claim Holders”), pursuant to the terms of the Joint Prepackaged Chapter 11 Plan of Offshore Group Investment Limited and its Affiliated Debtors (the “Plan”), under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). The Plan will become effective on the date on which all conditions to the effectiveness of the Plan have been satisfied or waived (the “Effective Date”). The New Notes are being offered, together with certain other securities of the Company, in exchange for all outstanding claims of the Claim Holders, as described in the Disclosure Statement, dated December 2, 2015, which is attached hereto as Exhibit T3E.1.

The issuance of the New Notes is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the exemption provided by Section 1145(a)(1) of the Bankruptcy Code. Section 1145(a)(1) of the Bankruptcy Code exempts an offer and sale of securities under a plan of reorganization from registration under the Securities Act and state securities laws if three principal requirements are satisfied: (i) the securities must be offered and sold under a plan of reorganization and must be securities of the debtor, an affiliate participating in a joint plan with the debtor or a successor to the debtor under the plan of reorganization; (ii) the recipients of the securities must hold a prepetition or administrative expense claim against the debtor or an interest in the debtor; and (iii) the securities must be issued entirely in exchange for the recipient’s claim against or interest in the debtor, or principally in such exchange and partly for cash or property. The Applicant believes that the issuance of the New Notes to the holders of the indebtedness held by the Claim Holders will satisfy the aforementioned requirements. See “Article VI Summary of the Plan — F. Distributions — 13. Exemption From Securities Laws” of the Plan.

 

1


AFFILIATIONS

3. Affiliates.

The following is a list of affiliates of the Applicants as of the date of this Application. Other than Vantage Drilling Company, it is expected that each of the entities listed below will be an affiliate of the Applicants as of the Effective Date as a result of the Plan. In addition, as a result of the Plan, Vantage Drilling Company is expected to receive approximately 12.6% to 16.0% of the equity interests in the Company. In connection with the Plan, it is expected that a petition will be filed with respect to Vantage Drilling Company commencing an official liquidation proceeding under the laws of the Cayman Islands. Furthermore, in connection therewith, it is also expected that all remaining assets of Vantage Drilling Company, including its equity interests in the Company, will be liquidated and/or distributed to its creditors.

 

Company Name

  

Jurisdiction of

Formation/

Incorporation

  

Owner

   Percentage

Advantage Drilling ODC Limited

   Cyprus    Vantage Holdings Caymans    100%

Cobalt Explorer Company

   Cayman Islands    Vantage Holdings Caymans    100%

Cobalt Explorer Holdings Company

   Cayman Islands    Vantage Deepwater Holdings Company    100%

Dragonquest Holdings Company

   Cayman Islands    Offshore Group Investment Limited    100%

Emerald Driller Company

   Cayman Islands    Offshore Group Investment Limited    100%

P2020 Rig Co.

   Cayman Islands    Offshore Group Investment Limited    100%

P2021 Rig Co.

   Cayman Islands    Offshore Group Investment Limited    100%

Platinum Explorer Company

   Cayman Islands    Vantage Holdings Caymans    100%

PT. Vantage Drilling Company Indonesia

   Indonesia   

Offshore Group Investment Limited

Tessar Rifianto

   95%

5%

Sapphire Driller Company

   Cayman Islands    Offshore Group Investment Limited    100%

Titanium Explorer Company

   Cayman Islands    Vantage Holdings Caymans    100%

Vantage Angola Holdings Company

   Cayman Islands    Vantage Holdings Caymans    100%

Vantage Deepwater Company

   Cayman Islands    Offshore Group Investment Limited    100%

Vantage Deepwater Drilling, Inc.

   Delaware    Vantage Deepwater Company    100%

Vantage Deepwater Holdings Company

   Cayman Islands    Vantage Drilling Company    100%

Vantage Delaware Holdings LLC

   Delaware    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%

Vantage Driller V Co.

   Cayman Islands    Vantage Drilling Company    100%

Vantage Driller VI Co.

   Cayman Islands    Offshore Group Investment Limited    100%

Vantage Driller ROCO S.R.L.

   Romania    Vantage Holdings Cyprus ODC Limited    100%

Vantage Drilling Company (1)

   Cayman Islands   

F3 Capital

FMR LLC

Anchorage Capital Group, L.L.C.

   32.9%

14.0%

9.3%

Vantage Drilling Africa

   Cayman Islands    Offshore Group Investment Limited    100%

Vantage Drilling de Mexico, S. de R.L. de C.V.

   Mexico   

Vantage Driller V Co.

Vantage Holdings Caymans

   99%

1%

Vantage Drilling do Brasil Servicios de Petroleo Ltda.

   Brazil   

Vantage Driller V Co.

Vantage Holdings Caymans

   99%

1%

Vantage Drilling Labuan I Ltd.

   Malaysia    Vantage Holdings Malaysia I Co.    100%

Vantage Drilling (Malaysia) I Sdn. Bhd.

   Malaysia    Vantage Holdings Malaysia I Co.    100%

Vantage Drilling Netherlands B.V.

   The Netherlands    Vantage Holding Hungary Limited Liability Company    100%

Vantage Energy Services Inc.

   Delaware    Vantage Drilling Company    100%

Vantage Holding Hungary Limited Liability Company

   Hungary    Vantage Drilling Company    100%

Vantage Holdings Caymans

   Cayman Islands    Vantage Drilling Company    100%

Vantage Holdings Cyprus ODC Ltd.

   Cyprus   

Offshore Group Investment Limited

Dragonquest Holdings Company

   99.97%

0.03%

Vantage Holdings Malaysia I Co.

   Cayman Islands    Offshore Group Investment Limited    100%

Vantage International Management Co.

   Cayman Islands    Offshore Group Investment Limited    100%

Vantage International Management Company Pte. Ltd.

   Singapore    Vantage Drilling Company    100%
Vantage International Payroll Co.    Cayman Islands    Vantage Drilling Company    100%
Vantage Luxembourg I SARL    Luxembourg    Vantage Holding Hungary Limited Liability Company    100%
Vantage Nigeria Holding Co.    Cayman Islands    Vantage Holdings Caymans    100%
Vantage Project Holdings Company    Cayman Islands    Vantage Drilling Company    100%

 

2


Except as otherwise disclosed above, the Company expects all of these entities to exist upon consummation of the Plan, in the ownership structure shown above. Additional entities may be formed in connection with the consummation of the Plan or thereafter.

Certain directors and officers of the Applicant may be deemed to be “affiliates” of the Applicants by virtue of their positions with the Applicants. See Item 4, “Directors and Executive Officers.”

Certain persons may be deemed to be “affiliates” of the Applicants by virtue of their anticipated holdings of voting securities of the Applicant. See Item 5, “Principal Owners of Voting Securities.”

MANAGEMENT AND CONTROL

4. Directors and Executive Officers.

The following tables list the names and offices held by all directors and executive officers of each applicant as of the date of this Application. New directors of the Company will be designated on the Effective Date in accordance with the applicable provisions of the Plan and shall be comprised of seven members, all of whom shall be designated by certain of the Company’s existing creditors; provided, however, it is expected that one of the board members so designated shall be Paul A. Bragg, who is expected to continue in office as Chief Executive Officer of the Company. The new board of the Company is then expected to select the board members for each of the Guarantors listed further below; provided that Paul A. Bragg is also expected to be one of the board members so designated. The composition of the boards of each of the Applicants shall be disclosed prior to the entry of the order confirming the Plan. Unless otherwise stated in any of the tables set forth below, the mailing address for each of the individuals listed in each of the tables for each of the entities set forth below is: c/o Offshore Group Investment Limited, 777 Post Oak Boulevard, Suite 800, Houston, TX 77056.

The Company

The directors and executive officers of the Company are the following individuals.

 

Name

  

Office

Paul A. Bragg    Chief Executive Officer and Director (Principal executive officer)
Douglas G. Smith    Chief Financial Officer and Treasurer (Principal financial and accounting officer)
Douglas W. Halkett    Chief Operating Officer
Edward G. Brantley    Chief Accounting Officer
Christopher G. DeClaire    Chief Administrative Officer
Michel R.C. Derbyshire    Vice President – Marketing
William Thomson    Vice President – Engineering & Construction
Linda Ibrahim    Vice President of Tax and Governmental Compliance
Nicolas Evanoff    Vice President, Secretary and General Counsel
Steven M. Bradshaw    Director
Jorge E. Estrada    Director
Robert Grantham    Director
Marcelo D. Guiscardo    Director
Duke R. Ligon    Director

John C.G. O’Leary

   Director

Ong Tian Khiam

   Director

Steinar Thomassen

   Director

 

3


The Guarantors

The directors and executive officers of Dragonquest Holdings Company are the following individuals.

 

Name

  

Office

Paul A. Bragg

   Chief Executive Officer and Director

Douglas G. Smith

   Chief Financial Officer and Treasurer

Christopher G. DeClaire

   Secretary and Vice President

Douglas W. Halkett

   Vice President

William Thomson

   Vice President

The directors and executive officers of Emerald Driller Company are the following individuals.

 

Name

  

Office

Paul A. Bragg

   Chairman of the Board, Director, Chief Executive Officer and President

Douglas G. Smith

   Chief Financial Officer and Treasurer

Christopher G. DeClaire

   Secretary and Vice President

Douglas W. Halkett

   Vice President

David Tait

   Vice President

William Thomson

   Vice President

The directors and executive officers of P2020 Rig Co. are the following individuals.

 

Name

  

Office

Paul A. Bragg

   Chairman of the Board, Director, Chief Executive Officer and President

Douglas G. Smith

   Chief Financial Officer and Treasurer

Christopher G. DeClaire

   Secretary

Douglas W. Halkett

   Vice President

David Tait

   Vice President

William Thomson

   Vice President

The directors and executive officers of P2021 Rig Co. are the following individuals.

 

Name

  

Office

Paul A. Bragg

   Chairman of the Board, Director, Chief Executive Officer and President

Douglas G. Smith

   Chief Financial Officer and Treasurer

Christopher G. DeClaire

   Secretary and Vice President

Douglas W. Halkett

   Vice President

David Tait

   Vice President

William Thomson

   Vice President

 

4


The directors and executive officers of PT. Vantage Drilling Company Indonesia are the following individuals. The mailing address for each of the individuals listed in the table below is: Graha Mampang Bldg., 5th Floor, J1. Mampang Prapatan Raya No. 100, Kec. Pancoran, Jakarta Selatan, Indonesia.

 

Name

  

Office

James W. Young

   Commissioner

Guy Dawson-Smith

   President Director

Alisdair H. Semple

   Director

Haji Setiantoro

   Director

David Tait

   Director

The directors and executive officers of Sapphire Driller Company are the following individuals.

 

Name

  

Office

Paul A. Bragg

   Chairman of the Board, Director, Chief Executive Officer and President

Douglas G. Smith

   Chief Financial Officer and Treasurer

Christopher G. DeClaire

   Secretary and Vice President

Douglas W. Halkett

   Vice President

David Tait

   Vice President

William Thomson

   Vice President

The directors and executive officers of Vantage Deepwater Company are the following individuals.

 

Name

  

Office

Paul A. Bragg

   Chairman of the Board, Director, Chief Executive Officer and President

Douglas G. Smith

   Chief Financial Officer and Treasurer

Christopher G. DeClaire

   Secretary and Vice President

Douglas W. Halkett

   Chief Operating Officer

William Thomson

   Vice President

The directors and executive officers of Vantage Deepwater Drilling, Inc. are the following individuals.

 

Name

  

Office

Paul A. Bragg

   Chief Executive Officer, President and Director

Douglas G. Smith

   Chief Financial Officer and Treasurer

Christopher G. DeClaire

   Secretary and Vice President

The directors and executive officers of Vantage Delaware Holdings, LLC are the following individuals.

 

Name

  

Office

Paul A. Bragg

   President

Douglas G. Smith

   Treasurer and Vice President

Christopher G. DeClaire

   Secretary and Vice President

 

5


The directors and executive officers of Vantage Driller I, Co are the following individuals.

 

Name

  

Office

Paul A. Bragg

   Chairman of the Board, Director, Chief Executive Officer and President

Douglas G. Smith

   Chief Financial Officer and Treasurer

Christopher G. DeClaire

   Secretary and Vice President

Douglas W. Halkett

   Vice President

David Tait

   Vice President

William Thomson

   Vice President

The directors and executive officers of Vantage Driller II Co are the following individuals. .

 

Name

  

Office

Paul A. Bragg

   Chairman of the Board, Director, Chief Executive Officer and President

Douglas G. Smith

   Chief Financial Officer and Treasurer

Christopher G. DeClaire

   Secretary and Vice President

Douglas W. Halkett

   Director

William Thomson

   Vice President

The directors and executive officers of Vantage Driller III Co are the following individuals. .

 

Name

  

Office

Paul A. Bragg

   Chairman of the Board, Director, Chief Executive Officer and President

Douglas G. Smith

   Chief Financial Officer and Treasurer

Christopher G. DeClaire

   Secretary and Vice President

Douglas W. Halkett

   Chief Operating Officer

David Tait

   Vice President

William Thomson

   Vice President

The directors and executive officers of Vantage Driller IV Co. are the following individuals.

 

Name

  

Office

Paul A. Bragg

   Chairman of the Board, Director, Chief Executive Officer and President

Douglas G. Smith

   Chief Financial Officer and Treasurer

Christopher G. DeClaire

   Secretary and Vice President

Douglas W. Halkett

   Vice President

David Tait

   Vice President

William Thomson

   Vice President

The directors and executive officers of Vantage Driller VI Co. are the following individuals. .

 

Name

  

Office

Paul A. Bragg

   Chairman of the Board, Director, Chief Executive Officer and President

Douglas G. Smith

   Chief Financial Officer and Treasurer

Christopher G. DeClaire

   Vice President

Douglas W. Halkett

   Vice President

David Tait

   Vice President

William Thomson

   Vice President

 

6


The directors and executive officers of Vantage Driller ROCO S.R.L. are the following individuals. .

 

Name

  

Office

Ronald J. Nelson

   Director

Georgiana Vasile

   Director

The directors and executive officers of Vantage Drilling Africa are the following individuals.

 

Name

  

Office

Paul A. Bragg

   Chief Executive Officer and Director

Douglas G. Smith

   Chief Financial Officer and Treasurer

Christopher G. DeClaire

   Secretary and Vice President

Douglas W. Halkett

   Vice President

William Thomson

   Vice President

The directors and executive officers of Vantage Drilling Labuan I LTD are the following individuals. The mailing address for each of the individuals listed in the table below is: Tiara Labuan, Jalan Tanjung Batu, 87000 F.T. Labuan, Malaysia.

 

Name

  

Office

Limited Island Services

   Secretary

Ronald J. Nelson

   Director

The directors and executive officers of Vantage Drilling (Malaysia) I Sdn. Bhd. are the following individuals. The mailing address for each of the individuals listed in the table below is: Business Suite 19A-19-3, Level 25, Wisma UOA Centre, 19 Jalan Pinang, Kuala Lumpur, Malaysia 50450.

 

Name

  

Office

Sally Ng

   Secretary

Chan Hooi Li Celine

   Director

Ronald J. Nelson

   Director

Chin Nan Soh

   Director

The directors and executive officers of Vantage Drilling Netherlands B.V. are the following individuals. The mailing address for each of the individuals listed in the table below is: 1076 AZ Amsterdam, Locatellikade 1, Netherlands.

 

Name

  

Office

Myrthe Marie Louise Gortzen

   Managing Director B

Linda Ibrahim

   Managing Director A

Joost M. van der Eerden

   Managing Director B

 

7


The directors and executive officers of Vantage Holding Hungary Limited Liability Company are the following individuals. The mailing address for each of the individuals listed in the table below is: Wesselenyi utca, 16, Budapest, Hungary H-1077.

 

Name

  

Office

Krisztina Zsuzsanna Tothne

   Managing Director

Linda Ibrahim

   Managing Director

The directors and executive officers of Vantage Holdings Cyprus ODC Limited are the following individuals. The mailing address for each of the individuals listed in the table below is: c/o Offshore Group Investment Limited, Diagoru 2, ERA HOUSE, 10th Floor, Nicosia, Cyprus 1097.

 

Name

  

Office

Ltd. Omniserve

   Secretary

Ronald J. Nelson

   Director

Omnium Corporate and Trustee Services, Limited

   Director

Omnium Services, Limited

   Director

Sansovino Limited

   Director

The directors and executive officers of Vantage Holdings Malaysia I Co. are the following individuals. .

 

Name

  

Office

Paul A. Bragg

   Chairman of the Board, Chief Executive Officer and President

Douglas G. Smith

   Chief Financial Officer and Treasurer

Christopher G. DeClaire

   Secretary and Vice President

David Tait

   Vice President

Douglas W. Halkett

   Vice President

William L. Thomson

   Vice President

The directors and executive officers of Vantage International Management Co. are the following individuals.

 

Name

  

Office

Paul A. Bragg

   Chairman of the Board, Director, Chief Executive Officer and President

Douglas G. Smith

   Chief Financial Officer and Treasurer

Christopher G. DeClaire

   Secretary and Vice President

Douglas W. Halkett

   Vice President

David Tait

   Vice President

William Thomson

   Vice President

Edward Bartimmo

   Vice President

 

8


5. Principal Owners of Voting Securities.

(a) The following tables set forth certain information regarding each person known to the Company to own 10 percent or more of the voting securities of the Company as of the date of this Application.

(1) The Company

 

Name and Complete Mailing Address

   Title of
Class Owned
   Amount Owned    Percentage of Voting
Securities Owned

Vantage Drilling Company

777 Post Oak Boulevard, Suite 800

Houston, Texas 77056

   Ordinary Shares    1    100%

In addition, it is expected that Vantage Drilling Company and certain (i) lenders under (x) that certain Amended and Restated Term Loan Agreement, dated as of October 25, 2012 and amended and restated as of November 22, 2013 and (y) that certain Second Term Loan Agreement, dated as of March 28, 2013 and (ii) holders of the Company’s (x) 7.5% Senior Secured First Lien Notes due 2019 and (y) 7.125% Senior Secured First Lien Notes due 2023 may receive 10% or more of a class of the Company’s securities under the terms of the Plan.

(2) The Guarantors

Certain information regarding the ownership of the voting securities of each of the Guarantors as of the date of this Application is set forth in Item 3, and the address of all such owners is 777 Post Oak Boulevard, Suite 800, Houston, Texas 77056.

 

9


UNDERWRITERS

6. Underwriters.

(a) Within three years prior to the date of the filing of this Application, no person acted as an underwriter of any securities of the Applicants that are currently outstanding on the date of this application. Vantage Drilling Company, as a result of receiving certain new common shares in the reorganized Company in respect of a certain promissory note expected to be issued to Vantage Drilling Company as consideration for certain subsidiaries of Vantage Drilling Company to be acquired by the Company, may be deemed an underwriter and a principal underwriter as defined in the Trust Indenture Act.

(b) There is no proposed principal underwriter for the New Notes that are to be issued in connection with the Indenture that is to be qualified under this Application.

 

10


CAPITAL SECURITIES

7. Capitalization.

(a) The following tables set forth certain information with respect to each authorized class of securities of the Company as of the date of this Application.

(1) The Company

 

Title of Class

   Amount Authorized      Amount Outstanding  

7.50% Senior Notes due 2019

   $ 1,150,000,000.00       $ 1,086,815,000.00   

7.125% Senior Notes due 2023

   $ 775,000,000.00       $ 727,622,000.00   

Ordinary Shares, par value of $1.00 per share

     50,000 shares         1 share   

It is expected that, upon consummation of the Plan, the Company’s authorized share capital shall be comprised of the New Notes, approximately $76.125 million principal amount of 10% Senior Secured Second Lien Notes (the “Second Lien Notes”) to be issued in connection with an expected rights offering, and new Ordinary Shares of the reorganized Company to be issued, inter alia, to certain of the Company’s existing creditors.

(2) The Guarantors

The 7.50% Senior Notes due 2019 and the 7.125% Senior Notes due 2023 are each guaranteed by each of the Guarantors; such notes will be cancelled and discharged pursuant to the Plan. It is also expected that the New Notes and the Second Lien Notes will be guaranteed by each of the Guarantors.

(b) Each holder of Ordinary Shares of the Company, both prior to and subsequent to the Effective Date of the Plan, is entitled to one vote for each such security held on all matters submitted to a vote of securityholders. Holders of New Notes subsequent to the Effective Date will have no voting rights with respect to such New Notes, but upon a conversion of any New Notes into new Ordinary Shares of the Company, will be expected to have voting rights with respect to such new Ordinary Shares.

 

11


INDENTURE SECURITIES

8. Analysis of Indenture Provisions.

The New Notes will be subject to the new Indenture to be entered into among the Company, the Guarantors and the trustee named therein (the “Trustee”). The following is a general description of certain provisions of the Indenture, and the description is qualified in its entirety by reference to the form of Indenture to be filed as Exhibit T3C.1 herewith. The Company has not entered into the New Indenture as of the date of this filing, and the terms of the Indenture are subject to change before it is executed. The expected terms of the New Notes are described in the term sheet relating to the New Notes, which is included as part of Exhibit B to the Disclosure Statement. Capitalized terms used below and not defined herein have the meanings ascribed to them in the Indenture.

 

  (a) Events of Default; Withholding of Notice.

The occurrence of any of the following events will constitute an Event of Default under the Indenture: (1) failure to pay interest on the New Notes (after a 30-day grace period), (2) failure to pay the principal of the New Notes when due, (3) failure by the Company or any Guarantor to comply with any other covenants or agreements in the Indenture for a period of 45 days after proper notice thereof, (4) certain involuntary or voluntary insolvency and similar events in respect of the Company or any Guarantor, (5) the acceleration of any indebtedness of the Company or any Guarantor in an amount greater than $30 million dollars prior to its stated maturity, (6) entry by a court or courts of competent jurisdiction of a final, non-appealable judgment or government fine or penalty (whether by agreement, consent decree, or otherwise), or entry by the Company, any Guarantor, or any other subsidiary or entity controlled by the Company into any settlement agreement, consent decree, or similar agreement with respect to any investigations involving, or claims against, such entity, that would individually or in the aggregate, exceed $50.0 million, (7) default under the Collateral Documents for a period of 30 days after notice and (8) default under any Mortgage, indenture or instrument evidencing Indebtedness for money borrowed by the Company or any of Guarantor, if that default (A) is caused by a failure to make any payment when due at the Stated Maturity of such Indebtedness or (B) results in the acceleration of such Indebtedness prior to its Stated 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 $30.0 million or more.

Pursuant to the Indenture, if an Event of Default (other than an Event of Default arising from clause (5) listed above) shall have occurred and be continuing, then the Trustee or the holders of not less than 25% in aggregate principal amount of the New Notes then outstanding may declare to be immediately due and payable the entire principal amount of all the New Notes then outstanding plus accrued interest to the date of acceleration. Notwithstanding the foregoing, if an Event of Default specified in clause (5) above occurs with respect to the Company, all outstanding New Notes shall become due and payable immediately without further action, notice or declaration on the part of the Trustee or any holder.

If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to each holder of New Notes notice of the Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or interest on any New Note, the Trustee may withhold the notice if and so long as the Trustee in good faith determines that withholding the notice is in the interests of the Holders of the New Notes.

 

  (b) Authentication and Delivery of New Notes; Application of Proceeds.

The Trustee shall authenticate the initial amount of the New Notes upon a written order of the Company signed by two officers. Thereafter, the Trustee shall authenticate additional New Notes in unlimited amount, as and to the extent permitted by the Indenture, upon a written order of the Company in aggregate principal amount as specified in such order.

The New Notes may be executed on behalf of the Company by any two Officers. The signature of these Officers on the New Notes may be by facsimile or manual signature in the name and on behalf of the Company. A New Note shall not be valid until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the New Note has been authenticated under the Indenture. The Trustee shall, upon a written order of the Company signed by two Officers, authenticate the New Notes for original issue. The Trustee may appoint an authenticating agent to authenticate the New Notes. An authenticating agent may authenticate the New Notes whenever the Trustee may do so. Notwithstanding the foregoing, if any New Note shall have been authenticated and delivered under the Indenture but never issued and sold by the Company, and the Company shall deliver such New Notes to the Trustee for cancellation as provided in the cancellation section of the Indenture, for all purposes of the Indenture such New Notes shall be deemed never to have been authenticated and delivered thereunder and shall never be entitled to the benefits of the Indenture.

The New Notes shall be issuable only in registered form without coupons in denominations of $1.00 principal amount and any integral multiple of $1.00 thereafter.

 

  (c) Release of Collateral.

With certain exceptions, Collateral may be released from the Lien and security interest created by the Collateral Documents at

 

12


any time or from time to time in accordance with the provisions of the Collateral Documents or as provided in the Indenture. In addition, upon the request of the Company pursuant to an Officers’ Certificate certifying that all conditions precedent under the Indenture have been met, then (at the Company’s expense) the Collateral Agent shall release (or cause to be released) any Collateral permitted to be released pursuant to the Indenture or the Collateral Documents.

 

  (d) Satisfaction and Discharge.

The Indenture will be discharged and will cease to be of further effect as to all outstanding New Notes hereunder, and the Trustee, upon receipt from the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent to satisfaction and discharge have been satisfied, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when either

(1) all New Notes that have been authenticated (except lost, stolen or destroyed New Notes that have been replaced or paid and New Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company) have been delivered to the Trustee for cancellation; or

(2) (A) all New Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing 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 thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the New Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (B) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit (except a Default or Event of Default resulting from the borrowing of funds to such deposit or the grant of liens securing such borrowing); (C) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture and not provided for by the deposit required by clause (A) above; and (D) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the New Notes at maturity or the redemption date, as the case may be.

 

  (e) Evidence of Compliance with Conditions and Covenants.

The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year, a certificate signed by the Company’s principal executive officer, principal financial officer or principal accounting officer 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 officer with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to the officer signing such certificate, that to the best of his or her 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 shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her 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 New 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.

The Company shall, so long as any of the New Notes are outstanding, deliver to the Trustee, forthwith upon the Company or 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.

9. Other Obligors.

Other than the Applicants, no other person is an obligor with respect to the New Notes.

 

13


CONTENTS OF APPLICATION FOR QUALIFICATION

This Application for Qualification comprises:

 

  (a) Pages numbered 1 to 21, consecutively.

 

  (b) The Statement of Eligibility and Qualification on Form T-1 of the trustee under the Indenture to be qualified.*

 

  (c) The following exhibits in addition to those filed as part of the Statement of Eligibility and Qualification of the trustee:

 

Exhibit T3A.1    Certificate of Incorporation of Offshore Group Investment Limited (Incorporated by reference to Exhibit 3.3 of the registration statement on Form S-4 (File No. 333-170841)).
Exhibit T3B.1    Amended and Restated Memorandum and Articles of Association of Offshore Group Investment Limited (Incorporated by reference to Exhibit 3.4 of the registration statement on Form S-4 (File No. 333-170841)).
Exhibit T3A.2    Certificate of Incorporation of Dragonquest Holdings Company (Incorporated by reference to Exhibit 3.33 of the registration statement on Form S-4 (File No. 333-181890) filed with the SEC on June 5, 2012).
Exhibit T3B.2    Memorandum and Articles of Association of Dragonquest Holdings Company (Incorporated by reference to Exhibit 3.34 of the registration statement on Form S-4 (File No. 333-181890) filed with the SEC on June 5, 2012).
Exhibit T3A.3    Certificate of Incorporation of Emerald Driller Company (Incorporated by reference to Exhibit 3.11 of the registration statement on Form S-4 (File No. 333-170841)).
Exhibit T3B.3    Memorandum and Articles of Association of Emerald Driller Company (Incorporated by reference to Exhibit 3.12 of the registration statement on Form S-4 (File No. 333-170841)).
Exhibit T3A.4    Certificate of Incorporation of P2020 Rig Co. (Incorporated by reference to Exhibit 3.19 of the registration statement on Form S-4 (File No. 333-174851)).
Exhibit T3B.4    Amended and Restated Memorandum and Articles of Association of P2020 Rig Co. (Incorporated by reference to Exhibit 3.20 of the registration statement on Form S-4 (File No. 333-174851)).
Exhibit T3A.5    Certificate of Incorporation of P2021 Rig Co. (Incorporated by reference to Exhibit 3.17 of the registration statement on Form S-4 (File No. 333-170841)).
Exhibit T3B.5    Amended and Restated Memorandum and Articles of Association of P2021 Rig Co. (Incorporated by reference to Exhibit 3.18 of the registration statement on Form S-4 (File No. 333-170841)).
Exhibit T3A.6    Deed of Establishment of PT. Vantage Drilling Company Indonesia and corresponding Ministry of Law and Human Rights approval letter (filed herewith).
Exhibit T3B.6    Articles of Association of PT. Vantage Drilling Company Indonesia (Incorporated by reference to Exhibit 3.45 of Amendment No. 1 to the registration statement filed with the SEC on February 27, 2013).
Exhibit T3A.7    Certificate of Incorporation of Sapphire Driller Company (Incorporated by reference to Exhibit 3.13 of the registration statement on Form S-4 (File No. 333-170841).
Exhibit T3B.7    Memorandum and Articles of Association of Sapphire Driller Company (Incorporated by reference to Exhibit 3.14 of the registration statement on Form S-4 (File No. 333-170841)).
Exhibit T3A.8    Certificate of Incorporation of Vantage Deepwater Company (Incorporated by reference to Exhibit 3.41 of the registration statement on Form S-4 (File No. 333-181890) filed with the SEC on June 5, 2012).
Exhibit T3B.8    Memorandum and Articles of Association of Vantage Deepwater Company (Incorporated by reference to Exhibit 3.42 of the registration statement on Form S-4 (File No. 333-181890) filed with the SEC on June 5, 2012).
Exhibit T3A.9    Certificate of Incorporation of Vantage Deepwater Drilling, Inc. (Incorporated by reference to Exhibit 3.39 of the registration statement on Form S-4 (File No. 333-181890) filed with the SEC on June 5, 2012).
Exhibit T3B.9    Bylaws of Vantage Deepwater Drilling, Inc. (Incorporated by reference to Exhibit 3.40 of the registration statement on Form S-4 (File No. 333-181890) filed with the SEC on June 5, 2012).
Exhibit T3A.10    Certificate of Formation of Vantage Delaware Holdings, LLC (Incorporated by reference to Exhibit 3.43 of the registrations statement on Form S-4 (File No. 333-185117) filed with the SEC on November 21, 2012).
Exhibit T3B.10    Limited Liability Company Agreement of Vantage Delaware Holdings, LLC (Incorporated by reference to Exhibit 3.44 of the registrations statement on Form S-4 (File No. 333-185117) filed with the SEC on November 21, 2012).
Exhibit T3A.11    Certificate of Incorporation of Vantage Driller I Co (Incorporated by reference to Exhibit 3.5 of the registration statement on Form S-4 (File No. 333-170841)).
Exhibit T3B.11    Amended and Restated Memorandum and Articles of Association of Vantage Driller I Co (Incorporated by reference to Exhibit 3.6 of the registration statement on Form S-4 (File No. 333-170841)).
Exhibit T3A.12    Certificate of Incorporation of Vantage Driller II Co (Incorporated by reference to Exhibit 3.7 of the registration statement on Form S-4 (File No. 333-170841)).
Exhibit T3B.12    Amended and Restated Memorandum and Articles of Association of Vantage Driller II Co (Incorporated by reference to Exhibit 3.8 of the registration statement on Form S-4 (File No. 333-170841)).
Exhibit T3A.13    Certificate of Incorporation of Vantage Driller III Co (Incorporated by reference to Exhibit 3.9 of the registration statement on Form S-4 (File No. 333-174851)).
Exhibit T3B.13    Second Amended and Restated Memorandum and Articles of Association of Vantage Driller III Co (Incorporated by reference to Exhibit 3.10 of the registration statement on Form S-4 (File No. 333-174851)).
Exhibit T3A.14    Certificate of Incorporation of Vantage Driller IV Co. (Incorporated by reference to Exhibit 3.9 of the registration statement on Form S-4 (File No. 333-170841)).
Exhibit T3B.14    Amended and Restated Memorandum and Articles of Association of Vantage Driller IV Co. (Incorporated by reference to Exhibit 3.10 of the registration statement on Form S-4 (File No. 333-170841)).

 

14


Exhibit T3A.15    Certificate of Incorporation of Vantage Driller VI Co. (Incorporated by referenced to Exhibit 3.46 of the registration statement on Amendment No. 1 to Form S-4 (File No. 333-188263).
Exhibit T3B.15    Memorandum and Articles of Association of Vantage Driller VI Co. (Incorporated by referenced to Exhibit 3.47 of the registration statement on Amendment No. 1 to Form S-4 (File No. 333-188263).
Exhibit T3A.16    Certificate of Incorporation of Vantage Driller ROCO S.R.L. —English translation from Romanian (filed herewith).
Exhibit T3B.16    Articles of Association of the Limited Liability Company Vantage Driller ROCO S.R.L. (filed herewith).
Exhibit T3A.17    Certificate of Incorporation on Change of Name of Vantage Drilling Africa (filed herewith).
Exhibit T3B.17    Amended and Restated Memorandum and Articles of Association of Vantage Drilling Africa (filed herewith).
Exhibit T3A.18    Certificate of Incorporation of Vantage Drilling Labuan I Ltd. (Incorporated by reference to Exhibit 3.29 of the registration statement on Form S-4 (File No. 333-174851)).
Exhibit T3B.18    Memorandum and Articles of Association of Vantage Drilling Labuan I Ltd. (Incorporated by reference to Exhibit 3.30 of the registration statement on Form S-4 (File No. 333-174851)).
Exhibit T3A.19    Certificate of Incorporation of Vantage Drilling (Malaysia) I Sdn. Bhd. (Incorporated by reference to Exhibit 3.31 of the registration statement on Form S-4 (File No. 333-174851)).
Exhibit T3B.19    Memorandum and Articles of Association of Vantage Drilling (Malaysia) I Sdn. Bhd. (Incorporated by reference to Exhibit 3.32 of the registration statement on Form S-4 (File No. 333-174851)).
Exhibit T3A.20    Certified Registry of Vantage Drilling Netherlands B.V. as administered by the Chamber of Commerce for Amsterdam (filed herewith).
Exhibit T3B.20    Articles of Association of Vantage Drilling Netherlands B.V.—English translation from Dutch (Incorporated by reference to Exhibit 3.20 of the registration statement on Form S-4 (File No. 333-170841)).
Exhibit T3A.21    Certificate of Incorporation of Vantage Holding Hungary Limited Liability Company—English translation from Hungarian (Incorporated by reference to Exhibit 3.19 of the registration statement on Form S-4 (File No. 333-170841).
Exhibit T3B.21    Deed of Foundation of Vantage Holding Hungary Limited Liability Company (filed herewith).
Exhibit T3A.22    Certificate of Incorporation of Vantage Holdings Cyprus ODC Limited (Incorporated by reference to Exhibit 3.35 of the registration statement on Form S-4 (File No. 333-181890) filed with the SEC on June 5, 2012).
Exhibit T3B.22    Memorandum and Articles of Association of Vantage Holdings Cyprus ODC Limited (Incorporated by reference to Exhibit 3.36 of the registration statement on Form S-4 (File No. 333-181890) filed with the SEC on June 5, 2012).
Exhibit T3A.23    Certificate of Incorporation of Vantage Holdings Malaysia I Co. (Incorporated by reference to Exhibit 3.23 of the registration statement on Form S-4 (File No. 333-174851)).
Exhibit T3B.23    Memorandum and Articles of Association of Vantage Holdings Malaysia I Co. (Incorporated by reference to Exhibit 3.24 of the registration statement on Form S-4 (File No. 333-174851)).
Exhibit T3A.24    Certificate of Incorporation of Vantage International Management Co. (Incorporated by reference to Exhibit 3.15 of the registration statement on Form S-4 (File No. 333-170841)).
Exhibit T3B.24    Amended and Restated Memorandum and Articles of Association of Vantage International Management Co. (Incorporated by reference to Exhibit 3.16 of the registration statement on Form S-4 (File No. 333-170841)).
Exhibit T3C.1    Form of Indenture of Offshore Group Investment Limited, the guarantors named therein and the trustee and collateral agent for the 1% / 12% Step-up Senior Subordinated Secured Third Lien Convertible Notes due 2030.*
Exhibit T3D.1    Not Applicable.
Exhibit T3E.1    Disclosure Statement relating to the Joint Prepackaged Chapter 11 Plan of Offshore Group Investment Limited and its Affiliated Debtors, dated December 2, 2015 (filed herewith).
Exhibit T3F.1    Cross-reference sheet showing the location in the Indenture of the provisions inserted therein pursuant to Section 310 through 318(a), inclusive, of the Trust Indenture Act of 1939 (included in Exhibit T3C.1 hereto).*
Exhibit 25.1    Statement of Eligibility and Qualification on Form T-1 of the trustee under the Indenture to be qualified.*

 

* To be filed by amendment.

 

15


SIGNATURES

Pursuant to the requirements of the Trust Indenture Act of 1939, Offshore Group Investment Limited, a Cayman Island exempted company with limited liability, has duly caused this Application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Houston and State of Texas, on December 2, 2015.

 

(SEAL)     OFFSHORE GROUP INVESTMENT LIMITED
Attest:   /s/ Mira Haykal     By:   /s/ Christopher G. DeClaire
  Name: Mira Haykal       Name:   Christopher G. DeClaire
        Title:   Authorized Officer

Pursuant to the requirements of the Trust Indenture Act of 1939, Dragonquest Holdings Company, a Cayman Island exempted company with limited liability, has duly caused this Application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Houston and State of Texas, on December 2, 2015.

 

(SEAL)     DRAGONQUEST HOLDINGS COMPANY
Attest:   /s/ Mira Haykal     By:   /s/ Christopher G. DeClaire
  Name: Mira Haykal       Name:   Christopher G. DeClaire
        Title:   Authorized Officer

Pursuant to the requirements of the Trust Indenture Act of 1939, Emerald Driller Company, a Cayman Island exempted company with limited liability, has duly caused this Application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Houston and State of Texas, on December 2, 2015.

 

(SEAL)     EMERALD DRILLER COMPANY
Attest:   /s/ Mira Haykal     By:   /s/ Christopher G. DeClaire
  Name: Mira Haykal       Name:   Christopher G. DeClaire
        Title:   Authorized Officer

Pursuant to the requirements of the Trust Indenture Act of 1939, P2020 Rig Co., a Cayman Islands exempted company with limited liability, has duly caused this Application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Houston and State of Texas, on December 2, 2015.

 

(SEAL)     P2020 RIG CO.
Attest:   /s/ Mira Haykal     By:   /s/ Christopher G. DeClaire
  Name: Mira Haykal       Name:   Christopher G. DeClaire
        Title:   Authorized Officer

 

16


Pursuant to the requirements of the Trust Indenture Act of 1939, P2021 Rig Co., a Cayman Island exempted company with limited liability, has duly caused this Application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Houston and State of Texas, on December 2, 2015.

 

(SEAL)     P2021 RIG CO.
Attest:   /s/ Mira Haykal     By:   /s/ Christopher G. DeClaire
  Name: Mira Haykal       Name:   Christopher G. DeClaire
        Title:   Authorized Officer

Pursuant to the requirements of the Trust Indenture Act of 1939, PT. Vantage Drilling Company Indonesia, a limited liability company organized under the laws of Indonesia, has duly caused this Application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Singapore and the Republic of Singapore, on December 2, 2015.

 

(SEAL)    

PT. VANTAGE DRILLING COMPANY

INDONESIA

Attest:   /s/ Amanda Chen     By:   /s/ Guy Dawson-Smith
  Name: Amanda Chen       Name:   Guy Dawson-Smith
        Title:   President Director

Pursuant to the requirements of the Trust Indenture Act of 1939, Sapphire Drilling Company, a Cayman Island exempted company with limited liability, has duly caused this Application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Houston and State of Texas, on December 2, 2015.

 

(SEAL)     SAPPHIRE DRILLING COMPANY
Attest:   /s/ Mira Haykal     By:   /s/ Christopher G. DeClaire
  Name: Mira Haykal       Name:   Christopher G. DeClaire
        Title:   Authorized Officer

Pursuant to the requirements of the Trust Indenture Act of 1939, Vantage Deepwater Company, a Cayman Island exempted company with limited liability, has duly caused this Application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Houston and State of Texas, on December 2, 2015.

 

(SEAL)     VANTAGE DEEPWATER COMPANY
Attest:   /s/ Mira Haykal     By:   /s/ Christopher G. DeClaire
  Name: Mira Haykal       Name:   Christopher G. DeClaire
        Title:   Authorized Officer

 

17


Pursuant to the requirements of the Trust Indenture Act of 1939, Vantage Deepwater Drilling, Inc., a corporation organized and existing under the laws of the State of Delaware, has duly caused this Application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Houston and State of Texas, on December 2, 2015.

 

(SEAL)     VANTAGE DEEPWATER DRILLING, INC.
Attest:   /s/ Mira Haykal     By:   /s/ Christopher G. DeClaire
  Name: Mira Haykal       Name:   Christopher G. DeClaire
        Title:   Authorized Officer

Pursuant to the requirements of the Trust Indenture Act of 1939, Vantage Delaware Holdings, LLC, a limited liability company organized under the laws of the State of Delaware, has duly caused this Application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Houston and State of Texas, on December 2, 2015.

 

(SEAL)     VANTAGE DELAWARE HOLDINGS, LLC
Attest:   /s/ Mira Haykal     By:   /s/ Christopher G. DeClaire
  Name: Mira Haykal       Name:   Christopher G. DeClaire
        Title:   Authorized Officer

Pursuant to the requirements of the Trust Indenture Act of 1939, Vantage Driller I Co, a Cayman Island exempted company with limited liability, has duly caused this Application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Houston and State of Texas, on December 2, 2015.

 

(SEAL)     VANTAGE DRILLER I CO
Attest:   /s/ Mira Haykal     By:   /s/ Christopher G. DeClaire
  Name: Mira Haykal       Name:   Christopher G. DeClaire
        Title:   Authorized Officer

Pursuant to the requirements of the Trust Indenture Act of 1939, Vantage Driller II Co, a Cayman Island exempted company with limited liability, has duly caused this Application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Houston and State of Texas, on December 2, 2015.

 

(SEAL)     VANTAGE DRILLER II CO
Attest:   /s/ Mira Haykal     By:   /s/ Christopher G. DeClaire
  Name: Mira Haykal       Name:   Christopher G. DeClaire
        Title:   Authorized Officer

 

18


Pursuant to the requirements of the Trust Indenture Act of 1939, Vantage Driller III Co, a Cayman Island exempted company with limited liability, has duly caused this Application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Houston and State of Texas, on December 2, 2015.

 

(SEAL)     VANTAGE DRILLER III CO
Attest:   /s/ Mira Haykal     By:   /s/ Christopher G. DeClaire
  Name: Mira Haykal       Name:   Christopher G. DeClaire
        Title:   Authorized Officer

Pursuant to the requirements of the Trust Indenture Act of 1939, Vantage Driller IV Co., a Cayman Island exempted company with limited liability, has duly caused this Application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Houston and State of Texas, on December 2, 2015.

 

(SEAL)     VANTAGE DRILLER IV CO.
Attest:   /s/ Mira Haykal     By:   /s/ Christopher G. DeClaire
  Name: Mira Haykal       Name:   Christopher G. DeClaire
        Title:   Authorized Officer

Pursuant to the requirements of the Trust Indenture Act of 1939, Vantage Driller VI Co., a Cayman Island exempted company with limited liability, has duly caused this Application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Houston and State of Texas, on December 2, 2015.

 

(SEAL)     VANTAGE DRILLER VI CO.
Attest:   /s/ Mira Haykal     By:   /s/ Christopher G. DeClaire
  Name: Mira Haykal       Name:   Christopher G. DeClaire
        Title:   Authorized Officer

Pursuant to the requirements of the Trust Indenture Act of 1939, Vantage Driller ROCO S.R.L., a limited liability company organized under the laws of Romania, has duly caused this Application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Singapore and the Republic of Singapore, on December 2, 2015.

 

(SEAL)     VANTAGE DRILLER ROCO S.R.L.
Attest:   /s/ Amanda Chen     By:   /s/ Ronald J. Nelson
  Name: Amanda Chen       Name:   Ronald J. Nelson
        Title:   Director

 

19


Pursuant to the requirements of the Trust Indenture Act of 1939, Vantage Driller Africa, a Cayman Island exempted company with limited liability, has duly caused this Application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Houston and State of Texas, on December 2, 2015.

 

(SEAL)     VANTAGE DRILLING AFRICA
Attest:   /s/ Mira Haykal     By:   /s/ Christopher G. DeClaire
  Name: Mira Haykal       Name:   Christopher G. DeClaire
        Title:   Authorized Officer

Pursuant to the requirements of the Trust Indenture Act of 1939, Vantage Drilling Labuan I LTD., a Labuan company duly incorporated under the Labuan Companies Act of 1990 and validly existing under the laws applicable to the Federal Territory of Labuan, Malaysia, has duly caused this Application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Houston and State of Texas, on December 2, 2015.

 

(SEAL)     VANTAGE DRILLING LABUAN I LTD.
Attest:   /s/ Mira Haykal     By:   /s/ Christopher G. DeClaire
  Name: Mira Haykal       Name:   Christopher G. DeClaire
        Title:   Authorized Officer

Pursuant to the requirements of the Trust Indenture Act of 1939, Vantage Drilling (Malaysia) I Sdn. Bhd., a limited liability company organized under the laws of Malaysia, has duly caused this Application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Houston and State of Texas, on December 2, 2015.

 

(SEAL)    

VANTAGE DRILLING (MALAYSIA) I

SDN. BHD.

Attest:   /s/ Mira Haykal     By:   /s/ Christopher G. DeClaire
  Name: Mira Haykal       Name:   Christopher G. DeClaire
        Title:   Authorized Officer

Pursuant to the requirements of the Trust Indenture Act of 1939, Vantage Drilling Netherlands B.V., a limited liability company organized under the laws of the Netherlands, has duly caused this Application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Houston and State of Texas, on December 2, 2015.

 

(SEAL)     VANTAGE DRILLING NETHERLANDS B.V.
Attest:   /s/ Mira Haykal     By:   /s/ Christopher G. DeClaire
  Name: Mira Haykal       Name:   Christopher G. DeClaire
        Title:   Authorized Officer

 

20


Pursuant to the requirements of the Trust Indenture Act of 1939, Vantage Holding Hungary Limited Liability Company, a limited liability company organized under the laws of Hungary, has duly caused this Application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Houston and State of Texas, on December 2, 2015.

 

(SEAL)    

VANTAGE HOLDING HUNGARY

LIMITED LIABILITY COMPANY

Attest:   /s/ Mira Haykal     By:   /s/ Linda J. Ibrahim
  Name: Mira Haykal       Name:   Linda J. Ibrahim
        Title:   Managing Director

Pursuant to the requirements of the Trust Indenture Act of 1939, Holdings Cyprus ODC Limited, a limited liability company organized under the laws of Cyprus, has duly caused this Application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Singapore and Republic of Singapore, on December 2, 2015.

 

(SEAL)    

VANTAGE HOLDINGS CYPRUS

ODC LIMITED

Attest:   /s/ Mira Haykal     By:   /s/ Christopher G. DeClaire
  Name: Mira Haykal       Name:   Ronald J. Nelson
        Title:   Director

Pursuant to the requirements of the Trust Indenture Act of 1939, Vantage Holdings Malaysia I Co., a Cayman Island exempted company with limited liability, has duly caused this Application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Houston and State of Texas, on December 2, 2015.

 

(SEAL)     VANTAGE HOLDINGS MALAYSIA I CO.
Attest:   /s/ Mira Haykal     By:   /s/ Christopher G. DeClaire
  Name: Mira Haykal       Name:   Christopher G. DeClaire
        Title:   Authorized Officer

Pursuant to the requirements of the Trust Indenture Act of 1939, Vantage International Management Co., a Cayman Island exempted company with limited liability, has duly caused this Application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Houston and State of Texas, on December 2, 2015.

 

(SEAL)    

VANTAGE INTERNATIONAL

MANAGEMENT CO.

Attest:   /s/ Mira Haykal     By:   /s/ Christopher G. DeClaire
  Name: Mira Haykal       Name:   Christopher G. DeClaire
        Title:   Authorized Officer

 

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