CREDIT AGREEMENT Dated as of June 12, 2008 Among

Exhibit 10.1

Execution Copy

CREDIT AGREEMENT

Dated as of June 12, 2008

Among

EMERALD DRILLER COMPANY,

SAPPHIRE DRILLER COMPANY,

AQUAMARINE DRILLER COMPANY,

and

TOPAZ DRILLER COMPANY,

as Borrowers,

VANTAGE DRILLING COMPANY
AND CERTAIN SUBSIDIARIES THEREOF PARTY HERETO,

as Guarantors

THE LENDERS FROM TIME TO TIME PARTY HERETO,

as Lenders,

and

NATIXIS,

as Facility Agent and Collateral Agent

NATIXIS, BTMU CAPITAL CORPORATION AND
FORTIS BANK S.A./N.V., NEW YORK BRANCH,
as Mandated Lead Arrangers

and

NATIXIS, BTMU CAPITAL CORPORATION AND
FORTIS BANK S.A./N.V., NEW YORK BRANCH,
as Joint Bookrunners

TABLE OF CONTENTS

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EXHIBITS:

ANNEXES AND SCHEDULES:

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CREDIT AGREEMENT

This Credit Agreement dated as of June 12, 2008 is among Emerald Driller Company, a Cayman Islands exempted company (“Borrower 1”), Sapphire Driller Company, a Cayman Islands exempted company (“Borrower 2”), Aquamarine Driller Company, a Cayman Islands exempted company (“Borrower 3”), Topaz Driller Company, a Cayman Islands exempted company (“Borrower 4”; together with Borrower 1, Borrower 2 and Borrower 3, the “Borrowers”), the Guarantors (as defined below), the Lenders, and Natixis, as Facility Agent and Collateral Agent for the Lenders.

The Borrowers, the Guarantors, the Lenders, the Facility Agent and the Collateral Agent agree as follows:

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 Uniform Commercial Code as adopted in the State of New York (“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 (unless otherwise indicated, such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Acceptable Credit Support” means a performance bond or a letter of credit, each issued from an Acceptable Credit Support Provider, each in a form reasonably acceptable to the Facility Agent and which supports 100% of the obligations of the counterparty to a dayrate drilling contract for the full term of such contract.

“Acceptable Credit Support Provider” means an issuer of Acceptable Credit Support that is a commercial bank (a) organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development (“OECD”), or a political subdivision of any such country, (b) having total assets in excess of $1,000,000,000, provided that such bank is acting through a branch or agency located in the country in which it is organized or another country which is also a member of the OECD and (c) reasonably approved by the Facility Agent.

“Acceptable Flag Jurisdiction” means each of the Bahamas, Liberia, the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ and any other offshore jurisdiction acceptable to the Majority Lenders.

“Acceptable Security Interest” in any Property means a Lien which (a) exists in favor of the Collateral Agent for the benefit of the Secured Parties; (b) is superior to all other Liens except Permitted Prior Liens; (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 is held with a bank that is not the Facility Agent or the Collateral Agent, an agreement or agreements in form and substance reasonably acceptable to the Collateral Agent between the

Collateral Agent and such other bank or banks governing any such deposit accounts of such Loan Party.

“Additional Costs” means, with respect to each Rig, the OFE (as defined in the applicable Rig Construction Contract), project management and start-up costs, legal and bank fees, and interest expense during construction of such Rig.

“Adjusted Base Rate” means, for any day, a fluctuating rate of interest per annum equal to the rate determined by the Facility Agent to be the arithmetic average (rounded in accordance with normal market practice) of the rates reported to the Facility Agent by each Reference Lender as the rate at which such Reference Lender offers to place deposits in U.S. dollars with first class banks in the London interbank market at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, in the approximate amount of such Reference Lender’s relevant Advance and having a maturity equal to an Interest Period of three months.  If any Reference Lender fails to provide such quotation to the Facility Agent, then the Facility Agent shall determine the Adjusted Base Rate on the basis of the quotations of the remaining Reference Lender(s).

“Administrative Entity” means any Subsidiary of the Parent formed in connection with any Bidding Entity or Drillship Entity to provide payroll or other administrative services for a Bidding Entity or a Drillship Entity.

“Administrative Questionnaire” means an administrative questionnaire in a form supplied by the Facility Agent.

“Advance” means any Term Advance, Top-Up Advance or Revolving Advance.

“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.

“Agent” means the Facility Agent or the Collateral Agent, and “Agents” means all such Persons collectively.

“Aggregate Commitment” means, for any Lender, the sum of such Lender’s Term Tranche 1 Commitment, Term Tranche 2 Commitment, Term Tranche 3 Commitment, Term Tranche 4 Commitment, Top-Up Tranche 1 Commitment, Top-Up Tranche 2 Commitment, Top-Up Tranche 3 Commitment, Top-Up Tranche 4 Commitment, and Revolving Commitment.  The Aggregate Commitments of the Lenders as of the Effective Date is $440,000,000.

“Aggregate Revolving Commitments” means the sum of the aggregate Revolving Commitments of the Lenders.  The Aggregate Revolving Commitments of the Lenders as of the Effective Date is $40,000,000.

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“Aggregate Term Commitments” means the sum of the aggregate Term Tranche 1 Commitments, Term Tranche 2 Commitments, Term Tranche 3 Commitments and Term Tranche 4 Commitments of the Lenders.  The Aggregate Term Commitments of the Lenders as of the Effective Date is $320,000,000.

“Aggregate Top-Up Commitments” means the sum of the aggregate Top-Up Tranche 1 Commitments, Top-Up Tranche 2 Commitments, Top-Up Tranche 3 Commitments and Top-Up Tranche 4 Commitments of the Lenders.  The Aggregate Top-Up Commitments of the Lenders as of the Effective Date is $80,000,000.

“Agreement” means this Credit Agreement dated as of June 12, 2008 among the Borrowers, the Guarantors, the Lenders, the Agents, the Documentation Agent, the Syndication Agent, the Mandated Lead Arrangers and the Joint Bookrunners, as it may be amended or modified and in effect from time to time.

“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 Facility Agent from time to time and (b) with respect to the Facility 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.

“Applicable Margin” means, for any day, with respect to Advances of any Class or Tranche or letter of credit fees, the applicable percentage rate per annum set forth below for the status of the applicable Rig for such Tranche in effect as of the relevant date of determination:

“Applicable Maturity Date” means, with respect to any Tranche, the Rig 1 Maturity Date, the Rig 2 Maturity Date, the Rig 3 Maturity Date or the Rig 4 Maturity Date.

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“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.

“Approved Rig Appraiser” means Platou Offshore, Fearnley Offshore, ODS Petrodata, ▇▇▇▇▇▇▇ ▇▇▇▇ or any other first-class, international, independent, sale and purchase offshore drilling rig appraiser acceptable to the Majority Lenders.

“Asset Disposition” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person (or the granting of any option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“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 Facility Agent, in substantially the form of Exhibit A or any other form approved by the Facility Agent.

“Assignment of Earnings” means an Assignment of Earnings in substantially the form of Exhibit B among one or more of the Loan Parties and the Collateral Agent for the benefit of the Secured Parties.

“Assignment of Insurance” means an Assignment of Insurance in substantially the form of Exhibit C among one or more of the Loan Parties and the Collateral Agent for the benefit of the Secured Parties.

“Attributable Indebtedness” means, on any date, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease.

“Audited Financial Statements” means the audited consolidated balance sheet of the Parent and its Subsidiaries for the fiscal year ended December 31, 2007, 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.

“Base Rate Advance” means an Advance that bears interest at a rate determined by reference to the Adjusted Base Rate.

“Bidding Entity” means any Subsidiary of the Parent formed for the purpose of preparing and submitting bid proposals for contracts for any drillship or rig (other than Rig 1, Rig 2, Rig 3, or Rig 4) for a day rate or other rate acceptable to Parent.

“Bluesky” means Bluesky Offshore Group Corp., a corporation formed under the laws of the British Virgin Islands.

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“Borrowing” means a Term Borrowing, a Top-Up Borrowing or a Revolving Borrowing.

“Borrowing Date” means the date on which any Advance is made or any Letter of Credit is issued hereunder.

“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 or Paris, France 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.

“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” of a Person means any lease of any Property by such Person as lessee that would, in accordance with GAAP, be required to be classified and accounted for as a capital lease on the balance sheet of such Person.

“Cash Equivalents” means:

(a)  direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;

(b)  direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, municipalities of the United States of America, in each case maturing within one year from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from ▇▇▇▇▇’▇;

(c)  investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P and from ▇▇▇▇▇’▇;

(d)  investments in certificates of deposit, banker’s acceptances and Dollar and Eurodollar denominated time deposits maturing within one year from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any Lender or any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof that has a combined capital and surplus and undivided profits of not less than $500,000,000;

(e)  fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria of clause (d) above; and

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(f)  investments in “money market funds” within the meaning of Rule 2a-7 of the Investment Company Act of 1940, as amended, substantially all of whose assets are invested in investments of the type described in clauses (a) through (e) above.

“Casualty Event” means, with respect to any Rig owned by any Person, (a) any loss or damage to, or any condemnation or taking of, such Rig other than a Total Loss of any Rig, for which such Person receives, anticipates recovering or has filed a claim for Casualty Proceeds or (b) any Lien imposed by any Governmental Authority pursuant to Environmental Law and that has not been released or bonded within ten Business Days following the applicable Loan Party’s receipt of notice of such imposition unless such Lien is being contested in good faith and by appropriate proceedings.

“Casualty Proceeds” means the proceeds of any insurance, condemnation award or other compensation paid or payable to any Loan Party or the Collateral Agent in respect of any Casualty Event, less the reasonable fees, taxes and expenses paid to collect such proceeds.

“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.

“Change of Control” means (a) any acquisition pursuant to which any Person or group (as defined in Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) other than the Permitted Investors, has become the direct or indirect beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of more than 35% of the Voting Stock of the Parent; (b) the Parent is merged with or into or consolidated with another Person and, immediately after giving effect to the merger or consolidation, less than a majority of the outstanding voting securities entitled to vote generally in the election of directors or persons who serve similar functions of the surviving or resulting Person are then beneficially owned (within the meaning of Rule 13d-3 of the Exchange Act) in the aggregate by (i) the stockholders of the Parent immediately prior to such merger or consolidation, or (ii) if the record date has been set to determine the stockholders of the Parent entitled to vote on such merger or consolidation, the stockholders of the Parent as of such record date; (c) the Parent, either individually or in conjunction with one or more of its Subsidiaries, sells, conveys, transfers or leases, or its Subsidiaries sell, convey, transfer or lease, all or substantially all of the assets of the Parent and its Subsidiaries, taken as a whole (either in one transaction or a series of related transactions), including Equity Interests of its Subsidiaries, to any Person except as otherwise permitted by Section 6.04; (d) the liquidation or dissolution of the Parent, (e) a majority of the individuals who constitute the Board of Directors of the Parent are not Continuing Directors or (f) the Parent shall cease to own, directly or indirectly, 100% of the Equity Interests of any Borrower.

“Charter Assignment” means a Charter Assignment in substantially the form of Exhibit D among one or more of the Loan Parties and the applicable charterer in favor of the Collateral Agent for the benefit of the Secured Parties.

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“Charter Obligations” means all obligations (other than obligations backed by a cash-secured letter of credit) of any Person with respect to potential liquidated damages, fees or other liabilities incurred in connection with the termination or breach of charters or similar contractual arrangements entered into with respect to the charter or lease of vessels, in each case calculated on a probable loss basis in accordance with GAAP.

“Class” has the meaning set forth in Section 1.04.

“Closing Date” means June 12, 2008.

“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 Rigs.

“Collateral Agent” means Natixis acting as collateral agent and/or mortgagee for the Secured Parties.

“Collateral Assignment of Rig Construction Contracts” means a Deed of Assignment with respect to Rig Construction Contracts in substantially the form of Exhibit E among one or more of the Loan Parties and the Shipyard in favor of the Collateral Agent for the benefit of the Secured Parties.

“Collateral Disposition” means (a) the Asset Disposition by any Loan Party of any Rig in its entirety and (b) any Total Loss of any Rig.

“Collateral Disposition Proceeds” means (a) with respect to any Collateral Disposition involving an Asset Disposition of a Rig, the gross proceeds thereof received by any Loan Party less the reasonable fees, taxes and expenses paid by such Person that are directly related to such Asset Disposition and the amount of reserves, if any, recorded in accordance with GAAP for indemnity or other obligations of the Parent or any of its Subsidiaries directly related to such Asset Disposition of the Rig and (b) with respect to any Collateral Disposition involving a Total Loss of a Rig, the proceeds of any insurance proceeds, condemnation award or other compensation paid or payable to any Loan Party or the Collateral Agent in respect of such Total Loss less the reasonable fees, taxes and expenses paid to collect such proceeds and the amount of reserves, if any, recorded in accordance with GAAP for indemnity or other obligations of the Parent or any of its Subsidiaries directly related to such sale of the Rig.

“Commitments” means, as to any Lender, its Term Commitments, its Top-Up Commitments and its Revolving Commitments.

“Compliance Certificate” means a Compliance Certificate signed by a Responsible Officer of the Parent in substantially the form of the attached Exhibit F.

“Confidential Information Memorandum” means the Confidential Information Memorandum dated June 2008 (together with all amendments and supplements thereto) and

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furnished to the initial Lenders in connection with the initial syndication of the Advances made hereunder.

“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, charges against income for foreign, federal, state, and local taxes, depreciation and amortization expense and other non-cash charges (excluding accruals for cash expenses made in the ordinary course of business) minus (c) extraordinary or non-recurring gains for such period plus (d) extraordinary or non-recurring losses for such period minus (e) any gain realized upon the sale or other disposition of any assets of such Person or any of its Subsidiaries for such period plus (f) any loss realized upon the sale or other disposition of any assets of such Person or any of its Subsidiaries for such period minus (g) 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 except to the extent such income is received by such Person or such wholly-owned Subsidiary in a cash distribution during such period, all as determined on a consolidated basis in accordance with GAAP.

“Consolidated Interest Expense” means, for any Person for any period, (a) the interest expense of such Person and its Subsidiaries calculated on a consolidated basis in accordance with GAAP for such period, minus (b) the interest income of such Person and its Subsidiaries for such period and the amortization of any deferred financing costs incurred in connection with this Agreement to the extent otherwise included in the calculations thereof.

“Consolidated Net Debt” means, as of any date of determination for any Person, (a) the Debt minus (b) Free Cash Balances, in each case of such Person and its Subsidiaries calculated on a consolidated basis as of such time.

“Consolidated Net Income” means, for any Person for any period, the net income of such Person and its Subsidiaries calculated on a consolidated basis for such period after taxes, as determined 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 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 Effective Date or (ii) whose nomination for election or election to the Board of Directors of the Parent was approved by vote of at least two-thirds of the directors then still in office who were either directors on the Effective Date or whose election or nomination for election was previously so approved.

“Debt” means, for any Person, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

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(a)           all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(b)           obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business);

(c)           Capital Leases;

(d)           all obligations of such Person in respect of letters of credit, bankers’ acceptances, bank guarantees, surety bonds or similar instruments which are issued upon the application of such Person or upon which such Person is an account party or for which such Person is in any way liable;

(e)           net obligations of such Person under any Swap Contract;

(f)            Off-Balance Sheet Liabilities;

(g)           indebtedness secured by a Lien on Property now or hereafter owned or acquired by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(h)           all Charter Obligations of such Person; and

(h)           all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Debt of any Person shall include the Debt of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Debt is expressly made non-recourse to such Person.  The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date.  The amount of any Capital Lease or Off-Balance Sheet Liability as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.

“Debt Service” means, for any Person for any period, the sum of the aggregate amount of (a) scheduled installments of principal and interest paid or which will be payable by such Person and (b) net settlements paid or payable under interest rate Swap Contracts, each during such period and with respect to the Advances.

“Debt Service Reserve Account” has the meaning set forth in Section 5.14(b)(iii).

“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.

“Delivery Date” means any of the Rig 1 Delivery Date, Rig 2 Delivery Date, Rig 3 Delivery Date and Rig 4 Delivery Date, as the context may require.

“Dollars” and “$” means the lawful money of the United States of America.

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“Drilling Contract” means any dayrate drilling contract (a) having an indicated duration of at least twelve (12) months (including any exercised extensions or committed renewals), (b) has terms and conditions satisfactory to the Joint Bookrunners, and (c) entered into between a Loan Party and a counterparty that (i) is listed on Schedule 1.01(a), (ii) is acceptable to the Joint Bookrunners and has, or whose ultimate parent has, an Investment Grade Rating or (iii) has provided Acceptable Credit Support from an Acceptable Credit Support Provider.

“Drillship Contract 1” means (a) the Contract for the Construction and Sale of One Deepwater Drillship (Hull No. 3601) dated as of September 13, 2007 between Mandarin and Daewoo Shipbuilding & Marine Engineering Co., Ltd., a corporation organized and existing under the laws of the Republic of Korea and (b) the Agreement for the Purchase of One Deepwater Drillship (Hull No. 3601) by and between Mandarin and OGIL dated as of March 24, 2008.

“Drillship Contract 2” means the Contract for the Construction and Sale of One Deepwater Drillship (Hull No. 3602) dated as of December 27, 2007 between Mandarin and Daewoo Shipbuilding & Marine Engineering Co., Ltd., a corporation organized and existing under the laws of the Republic of Korea.

“Drillship Contract Option Agreement” means Section 22 of the Agreement for the Purchase of One Deepwater Drillship (Hull No. 3601) by and between Mandarin and OGIL dated as of March 24, 2008, pursuant to which OGIL has been granted an option to purchase one deepwater drillship (Hull No. 3602) being constructed under Drillship Contract 2.

“Drillship Debt” means Debt for which (a) the drillship constructed pursuant to Drillship Contract 1 or Drillship Contract 2 serves as principal security, or (b) Drillship Contract 1, Drillship Contract 2, or the Drillship Contract Option Agreement, or some combination thereof, serves as principal security; provided, however, that (i) such Debt is non-recourse to OGIL and its Subsidiaries, (ii) neither OGIL nor any of its Subsidiaries shall have any liability whatsoever, whether direct or indirect, contingent or otherwise with respect to such Debt, and (iii) the provider of such Debt shall have no recourse to any assets of, or Equity Interests in, OGIL or its Subsidiaries (other than the Drillship Contract and the Equity Interests of any Drillship Entity).

“Drillship Documents” means (a) the Drillship Contract 1, (b) the Drillship Contract 2, (c) the Drillship Contract Option Agreement, and (d) the Transfer Agreements.

“Drillship Entity” means any Subsidiary of the Parent formed in connection with any Drillship Debt, substantially all of the assets of which consist of (a) the Drillship Contract 1, and the drillship being constructed and purchased pursuant thereto, or (b) the Drillship Contract 2, the Drillship Contract Option Agreement and the drillship being constructed and purchased pursuant thereto.

“Earnings Account” has the meaning set forth in Section 5.14(b)(i).

“Earnings Collateral” means (a) 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, any Loan Party, of whatsoever nature, arising out of or as a result of the use, operation, pooling or chartering by such Loan Party or its agents of any Rig, including, without limitation, all rights arising out of

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the owner’s lien on cargoes and subfreights thereunder, (b) all moneys and claims for moneys due and to become due to any Loan Party, and all claims for damages, arising out of the breach of any and all present and future drilling contracts, 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 Rig and in and to any and all claims and causes of action for money, loss or damages that may accrue or belong to any Loan Party, its successors or assigns, arising out of or in any way connected with the present or future use, operation, pooling or chartering of any Rig 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 any Rig, (c) all moneys and claims due and to become due to any Loan Party, 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 Rig, and (d) any proceeds of any of the foregoing and all interest and earnings from the investment of any of the foregoing and the proceeds thereof.

“Effective Date” means the date on which the conditions precedent set forth in Section 3.01 shall have been satisfied, which date shall not be later than June 30, 2008.

“Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund, (d) a commercial bank organized under the laws of any other country which is a member of the OECD, or a political subdivision of any such country, and having total assets in excess of $1,000,000,000, provided that such bank is acting through a branch or agency located in the country in which it is organized or another country which is also a member of the OECD approved by the Facility Agent; and (e) any other Person (other than a natural person) approved by the Facility Agent, and, so long as no 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 the Parent or any of the Parent’s Affiliates or Subsidiaries.

“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.

“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.

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“Environmental Permit” means any permit, license, order, approval or other authorization under any Environmental Law.

“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.

“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, the applicable British Bankers’ Association Interest Settlement Rate for deposits in Dollars appearing on Reuters Reference LIBOR01 as of 11:00 a.m. (London, England time) two Business Days prior to the first day of such Interest Period, and having a maturity equal to such Interest Period, provided that if the Reuters Reference LIBOR01 is not available to the Facility Agent for any reason, then the applicable Eurodollar Rate for the relevant Interest Period shall instead be the rate determined by the Facility Agent to be the rate at which the Facility Agent or one of its Affiliate banks offers to place deposits in Dollars with first class banks in the London

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interbank market at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, in an amount equal to $10,000,000 and having a maturity equal to 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.

“Events of Default” has the meaning set forth in Section 7.01.

“Excess Cash Flow” has the meaning set forth in Section 7.06(a).

“Excess Cash Flow Certificate” means an Excess Cash Flow Certificate signed by a Responsible Officer of the Parent in substantially the form of the attached Exhibit L.

“Excluded Entity” means any Drillship Entity (including without limitation, Vantage Deepwater) and any Subsidiary thereof, any Bidding Entity and any Subsidiary thereof, any Administrative Entity and any Subsidiary thereof, Vantage Int’l Management (Singapore), Vantage Int’l Payroll (Singapore), and Vantage US Payroll.

“Excluded Taxes” means, with respect to any Mandated Lead Arranger, any Joint Bookrunner, any Agent, any Lender, any 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 (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which such Loan Party is located and (c) in the case of a Foreign Lender, any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new lending office) or is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 2.11(e), except to the extent that such Foreign 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 2.11(a).

“F3 Capital” means F3 Capital, a Cayman Islands exempted company also referred to as “F3 Fund”.

“Facility Agent” means Natixis in its capacity as Facility Agent for the Lenders under the Loan Documents and any successor in such capacity appointed pursuant to Section 9.06.

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“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 Facility 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.

“Fee Letters” means (a) the letter dated as of January 24, 2008 among Vantage Energy, the Joint Bookrunners and the Facility Agent, as amended by amendments dated as of May 15, 2008 and May 22, 2008 and (b) the letter dated as of January 24, 2008 between Vantage Energy and the Facility Agent.

“Final Maturity Date” means the earlier of (a) June 30, 2017 and (b) the earlier acceleration of all Obligations pursuant to Article VII.

“Fixed Charge Coverage Ratio” means, for any Person and its Subsidiaries on a consolidated basis, as of the end of any fiscal quarter, the ratio of (a) Consolidated EBITDA of such Person for such period to (b) the sum (without duplication) of foreign, federal, state, and local taxes paid in cash, Debt Service and Permitted Capital Expenditures, each for such Person and for such period.

“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.

“Free Cash Balances” means, for any Person as at any time, for such Person and its Subsidiaries on a consolidating basis, as of any date of determination, the aggregate amount of unrestricted cash and Cash Equivalents of such Person (including amounts required by this Agreement to be deposited into and held in the Debt Service Reserve Accounts but excluding amounts required by this Agreement to be deposited into and held in the Retention Accounts).

“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

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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.

“Guarantors” the Parent, OGIL, Vantage Energy, Vantage Int’l Management (Caymans), Vantage Int’l Payroll (Caymans) and any other Subsidiary of the Parent (other than any Excluded Entity).

“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 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.

“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.

“Indemnification Proceeds” means any proceeds received by any Loan Party under any Rig Construction Contract pursuant to any indemnity or warranty thereunder, including, without limitation, any payments made by the Shipyard as liquidated damages in connection with any delay in the delivery of any Rig beyond the contracted for delivery date.

“Indemnified Taxes” means any Taxes other than Excluded Taxes.

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“Insurance Advisor” means Bankserve, London Special Risk, Bankassure, AIG or an independent maritime insurance broker selected by the Collateral Agent and reasonably acceptable to the Lenders.

“Insurance Collateral” means (a) all Insurances Policies in respect of the Rigs, whether heretofore, now or hereafter effected, and all renewals of or replacements for the same, (b) all claims, returns of premium and other moneys and claims for moneys due and to become due under or in respect of the Insurance Policies, (c) all other rights of the Loan Parties under or in respect of the Insurance Policies and (d) any proceeds of any of the foregoing.

“Insurance Policies” includes (a) all insurances (including, without limitation, all certificates of entry in protection and indemnity and war risks associations or clubs) in respect of the Rigs, whether heretofore, now or hereafter effected, and all renewals of or replacements for the same, (b) all claims, returns of premium and other moneys and claims for moneys due and to become due under or in respect of said insurances, and (c) all other rights of each owner of a Rig under or in respect of said insurances.

“Interest Period” means, for each Eurodollar Advance comprising part of a Borrowing, the period commencing on the date of such Eurodollar Advance or the date of the conversion of any existing Base Rate 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 by such Borrower pursuant to the provisions below and Section 2.02.  The duration of each such Interest Period shall be one, three or six months, in each case as such Borrower may select; provided, however, that:

(a)           no Borrower may select any Interest Period for any Advance which ends after any principal repayment date unless, after giving effect to such selection, the aggregate unpaid principal amount of Advances having Interest Periods which end on or before such principal repayment date shall be at least equal to the amount of Advances due and payable on or before such date;

(b)           Interest Periods commencing on the same date for Advances by each Lender comprising part of the same Borrowing shall be of the same duration;

(c)           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;

(d)           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;

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(e)           no Borrower may select any Interest Period for any Advance which ends after the Applicable Maturity Date; and

(f)            at the Facility Agent’s sole discretion, no Borrower may select any Interest Period for any Eurodollar Advance longer than one month until the satisfactory completion of the syndication of this Agreement by the Joint Bookrunners.

“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).

“Investment Grade Rating” of a Person means that such Person has a minimum debt rating on its long-term senior unsecured non-credit enhanced debt securities of at least BBB- as determined by S&P and at least Baa3 as determined by ▇▇▇▇▇’▇ (or if such Person has only one debt rating on its long-term senior unsecured non-credit enhanced debt securities, such rating is at least BBB- as determined by S&P or at least Baa3 as determined by ▇▇▇▇▇’▇).

“Issuing Bank” means Natixis or any other Lender designated in writing to the Facility Agent by the Borrower (and consented to by such Lender) as an issuer of Letters of Credit, each in their respective capacity as an issuer of Letters of Credit, and any successor Issuing Bank pursuant to Section 9.06.

“Joint Bookrunners” means Natixis, BTMU Capital Corporation and Fortis Bank S.A./N.V., New York Branch.

“▇▇ ▇▇▇▇ Collateral Account” means a special interest bearing cash collateral account pledged by the applicable Borrower to the Collateral Agent for the ratable benefit of the Secured Parties containing cash deposited pursuant to Section 2.07(c), 2.14(e), 7.02 or 7.03 to be maintained at the Collateral Agent’s office in accordance with Section 2.14(g) and bear interest or be invested in the Collateral Agent’s reasonable discretion.

“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 the lenders listed on the signature pages of this Agreement and any other Person that has become a party hereto pursuant to an Assignment and Acceptance (other than any such Person that has ceased to be a party hereto pursuant to an Assignment and Acceptance).

“Letter of Credit” means any letter of credit issued hereunder.

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“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 an Issuing Bank.

“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 at such time and (b) the aggregate unpaid amount of all Reimbursement Obligations owing with respect to such Letters of Credit at such time.

“Letter of Credit Obligations” means any obligations of the Borrowers under this Agreement in connection with the Letters of Credit.

“Leverage Ratio” means, for any Person as of the end of any fiscal quarter, the ratio of (a) Consolidated Net 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.

“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 Fee Letters 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.

“Majority Lenders” means, as of any date of determination, (a) before all of the Commitments terminate, Lenders holding more than 662/3 % of the then aggregate Revolving Commitments, Unused Term Commitments, Unused Top-Up Commitments, unpaid principal amount of the Term Advances and the Top-Up Advances and (b) thereafter, Lenders holding more than 662/3% of the aggregate unpaid principal amount of the Advances and participation interests in the Letter of Credit Exposure at such time.

“Mandarin” means Mandarin Drilling Corporation, a corporation organized and existing under the laws of the ▇▇▇▇▇▇▇▇ Islands.

“Mandated Lead Arrangers” means Natixis, BTMU Capital Corporation, Fortis Bank S.A./N.V., New York Branch and each other Lender designated as such by the Facility Agent.

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“Market Value” means, as of any date of determination, the fair market value (or to the extent that the Rig Appraisal Reports, if two Rig Appraisal Reports are required to be delivered by this Agreement, provide for different fair market values, the arithmetical average of such fair market values) of each Rig set forth in the most recent Rig Appraisal Report covering such Rig.  To the extent that any Rig Appraisal Report provides a range of fair market values for any Rig, then the fair market value for such Rig shall be the arithmetical average of the highest and lowest fair market values given for such Rig in such Rig Appraisal Report.  Concurrently with delivery of any subsequent Rig Appraisal Reports, the Collateral Agent shall calculate the Market Values as of the date of such reports. The recalculated Market Values shall become effective immediately upon receipt of such subsequent Rig Appraisal Reports by the Collateral Agent.  In addition, each Market Value shall be adjusted from time to time to reflect any Casualty Event or any Collateral Disposition occurring with respect to any Rig to reflect the amount set forth in the Additional Appraisal Report covering such Rig to be delivered by the applicable Borrower pursuant to Section 5.06(g).

“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), condition (financial or otherwise) or prospects of the Loan Parties and their Subsidiaries, taken as a whole, (b) a material impairment of the rights and remedies of any 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.

“Maximum Rate” means the maximum nonusurious interest rate under applicable law (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 ▇▇▇▇▇’▇ Investors Service, Inc.

“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.

“Notice of Borrowing” means a notice of borrowing in the form of the attached Exhibit G signed by a Responsible Officer of the Borrower.

“Notice of Continuation” means a notice of continuation in the form of the attached Exhibit H signed by a Responsible Officer of the 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 Lender or its Affiliate is a party, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding

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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.

“OFE” means owner furnished equipment.

“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).

“OGIL” means Offshore Group Investment Limited, a Cayman Islands exempted company.

“Operating Lease” of a Person means any lease of Property (other than a Capital Lease 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 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.

“Payment Dates” means the last 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 Capital Expenditures” means Capital Expenditures permitted to be made pursuant to Section 6.16.

“Permitted Investor” means F3 Capital, TMT, or any of their Affiliates which are controlled by Hsin Chi Su (referred to as “Nobu” or “Nobu Su”).

“Permitted Liens” has the meaning set forth in Section 6.01.

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“Permitted Operating Expenses” means, for any Person, all costs and expenses incurred by such Person in the ordinary course of its business, excluding Debt Service but including without limitation and without duplication):

(a)           operating costs and expenses incurred in connection with the administration and operation of such Person and the applicable Rig; and

(b)           all other costs and expenses which the Facility Agent acting with the consent of the Majority Lenders and such Person agree may be Permitted Operating Expenses for the applicable Rig;

up to a maximum of the sum of (i) $60,000 a day (which amount shall be escalated annually on the anniversary of the Rig 1 Delivery Date at an annual rate equal to the lesser of (A) 15% or (B) the market escalation rate (as determined by Parent and Majority Lenders)), plus (ii) other expenses or obligations that are required to be reimbursed directly by third party customers, plus (iii) for any liability for taxes which such Person has notified to the Facility Agent.

“Permitted Prior Liens” means, at any time with respect to a Rig:

(i)            Liens for crews’ wages (including the wages of the master of the Rig) that are discharged in the ordinary course of business and have accrued for not more than thirty (30) days 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 Rig to sale, forfeiture or loss;

(ii)           Liens for salvage (including contract salvage) or general average, and Liens for wages of stevedores employed by the owner of the Rig, the master of the Rig or a charterer or lessee of such Rig, which in each case have accrued for not more than thirty (30) days 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 Rig to sale, forfeiture or loss;

(iii)          shipyard Liens and other Liens arising by operation of law arising in the ordinary course of business in operating, maintaining and repairing the Rig (other than those referred to in (i) and (ii) above), which in each case have accrued for not more than thirty (30) days 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 Rig to sale, forfeiture or loss; provided that, except in respect of maritime Liens for necessaries provided in the United States to any Rig registered under a foreign flag, any such Lien shall be permitted only to the extent it is subordinate to the Lien of the relevant Rig Mortgage in respect of such Rig;

(iv)          Liens for damages arising from maritime torts which are unclaimed, or are covered by insurance and any deductible applicable thereto, or in respect of which a bond or

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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 Rig 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 Rig to sale, forfeiture or loss;

(v)           Liens that, as indicated by the written admission of liability therefor by an insurance company, are covered by insurance (subject to reasonable deductibles);

(vi)          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 Rig Mortgage in respect of such Rig, except with respect to any such Lien in existence on the date hereof; and

(vii)         Liens of any Rig Mortgage in favor of the Collateral Agent.

“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.

“Pledge Agreement” means the Pledge Agreement in substantially the form of Exhibit I among one or more of the Loan Parties and the Collateral Agent for the benefit of the Secured Parties.

“Pro Forma Financial Statements” means the unaudited pro forma consolidated and consolidating balance sheet of the Parent and its Subsidiaries as of March 31, 2008 and related consolidated statements of income or operations, stockholders’ equity and cash flows for such period, prepared giving effect to the Transactions as if they had occurred on such date, including, without limitation, sufficient information in order determine the results of operations for OGIL and its Subsidiaries.

“Property” of any Person means any interest of such Person in any property or asset (whether real, personal or mixed, tangible or intangible).

“Pro Rata Share” means, with respect to each Lender at any time, (a) before all of the Commitments terminate, the ratio (expressed as a percentage) of such Lender’s Revolving Commitments, Unused Term Commitments, Unused Top-Up Commitments, and outstanding principal amount of Term Advances and Top-Up Advances at such time to the aggregate Revolving Commitments, Unused Term Commitments, Unused Top-Up Commitments, and aggregate outstanding principal amount of Term Advances and Top-Up Advances at such time and (b) thereafter, the ratio (expressed as a percentage) of such Lender’s aggregate outstanding Advances at such time to the aggregate outstanding Advances of all the Lenders at such time.  The initial Pro Rata Share of each Lender is set forth opposite the name of such Lender on

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Annex I or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“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.

“Proxy Statement” means the Proxy Statement dated as of May 22, 2008 filed by Vantage Energy pursuant to Section 14(a) of the Exchange Act.

“Reference Lenders” means Natixis, Fortis Bank S.A./N.V., New York Branch and The Bank of Tokyo-Mitsubishi UFJ, Ltd. London Branch.

“Regulations T, U, X and D” means Regulations T, U, X, and D of the Federal Reserve Board, as the same is from time-to-time in effect, and all official rulings and interpretations thereunder or thereof.

“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 (whether in cash, securities or other property) with respect to any Equity Interest of such Person; (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; 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.

“Retention Account” has the meaning set forth in Section 5.14(b)(ii).

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“Revolving Advance” means an advance by a Lender to a Borrower as part of a Revolving Borrowing.

“Revolving Borrowing” means a borrowing consisting of simultaneous Revolving Advances made by each Lender to a Borrower pursuant to Section 2.01(c).

“Revolving Commitment” means, for each Lender, its obligation to (a) make Revolving Advances to the Borrowers pursuant to Section 2.01, and (b) purchase participations in L/C Obligations pursuant to Section 2.14(b), each in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Annex I or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“Revolving Tranche 1 Advance” means any Revolving Advance by a Lender to Borrower 1.

“Revolving Tranche 2 Advance” means any Revolving Advance by a Lender to Borrower 2.

“Revolving Tranche 3 Advance” means any Revolving Advance by a Lender to Borrower 3.

“Revolving Tranche 4 Advance” means any Revolving Advance by a Lender to Borrower 4.

“Rig” means any of Rig 1, Rig 2, Rig 3 or Rig 4, and “Rigs” means all such Rigs collectively.

“Rig 1” means the ▇▇▇▇▇ Marine Pacific Class 375 ultra-premium jackup drilling rig hull number P2018, including the related machinery, equipment and gear, including without limitation any OFE.

“Rig 1 Construction Contract” means the Rig Construction Contract (P2018) dated as of January 10, 2007 between Bluesky and the Shipyard, as supplemented by the Supplemental Agreement to Rig Construction Contract dated January 10, 2007 between Bluesky and Shipyard and as modified by the Novation Agreement dated as of  August 30, 2007 among Bluesky, the Shipyard and OGIL, the Forbearance Agreement dated as of November 16, 2007 between OGIL and the Shipyard, the Supplemental Forbearance Agreement dated as of March 24, 2008 between OGIL and the Shipyard and the Third Forbearance Agreement dated as of May 10, 2008 between OGIL and the Shipyard.

“Rig 1 Delivery Date” means the date upon which Rig 1 is delivered by the Shipyard to Borrower 1 completed in accordance with the terms of the Rig 1 Construction Contract, expected to be December 28, 2008, but not later than March 31, 2009.

“Rig 1 Maturity Date” means the earlier of (a) the date that is seven (7) years and three (3) months after the Rig 1 Delivery Date and (b) the Final Maturity Date.

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“Rig 2” means the ▇▇▇▇▇ Marine Pacific Class 375 ultra-premium jackup drilling rig hull number P2017, including the related machinery, equipment and gear, including without limitation any OFE.

“Rig 2 Construction Contract” means the Rig Construction Contract (P2017) dated as of October 27, 2006 between Bluesky and the Shipyard, as modified by the Novation Agreement dated as of August 30, 2007 among Bluesky, the Shipyard and OGIL and the Forbearance Agreement dated as of May 10, 2008 between OGIL and the Shipyard.

“Rig 2 Delivery Date” means the date upon which Rig 2 is delivered by the Shipyard to Borrower 2 completed in accordance with the terms of the Rig 2 Construction Contract, expected to be July 31, 2009, but not later than September 30, 2009.

“Rig 2 Maturity Date” means the earlier of (a) the date that is seven (7) years and three (3) months after the Rig 2 Delivery Date and (b) the Final Maturity Date.

“Rig 3” means the ▇▇▇▇▇ Marine Pacific Class 375 ultra-premium jackup drilling rig hull number P2020, including the related machinery, equipment and gear, including without limitation any OFE.

“Rig 3 Construction Contract” means the Rig Construction Contract (P2020) dated as of  June 3, 2007 between Bluesky and the Shipyard, as supplemented by the Supplemental Agreement to Rig Construction Contract dated June 3, 2007 between Bluesky and Shipyard, as modified by the Novation Agreement dated as of  August 30, 2007 among Bluesky, the Shipyard and OGIL and the Forbearance Agreement dated as of May 30, 2008 between OGIL and the Shipyard.

“Rig 3 Delivery Date” means the date upon which Rig 3 is delivered by the Shipyard to Borrower 3 completed in accordance with the terms of the Rig 3 Construction Contract, expected to be September 30, 2009, but not later than December 31, 2009.

“Rig 3 Maturity Date” means the earlier of (a) the date that is seven (7) years and three (3) months after the Rig 3 Delivery Date and (b) the Final Maturity Date.

“Rig 4” means the ▇▇▇▇▇ Marine Pacific Class 375 ultra-premium jackup drilling rig hull number P2021, including the related machinery, equipment and gear, including without limitation any OFE.

“Rig 4 Construction Contract” means the Rig Construction Contract (P2021) dated as of August 14, 2007 between Bluesky and the Shipyard, as supplemented by the Supplemental Agreement to Rig Construction Contract dated August 14, 2007 between Bluesky and Shipyard and as modified by the Novation Agreement dated as of August 30, 2007 among Bluesky, the Shipyard and OGIL the Forbearance Agreement dated as of March 24, 2008 between OGIL and the Shipyard and the Supplemental Forbearance Agreement dated as of May 10, 2008 between OGIL and the Shipyard.

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“Rig 4 Delivery Date” means the date upon which Rig 4 is delivered by the Shipyard to Borrower 4 completed in accordance with the terms of the Rig 4 Construction Contract, expected to be December 31, 2009, but not later than March 31, 2010.

“Rig 4 Maturity Date” means the earlier of (a) the date that is seven (7) years and three (3) months after the Rig 4 Delivery Date and (b) the Final Maturity Date.

“Rig Appraisal Report” has the meaning set forth in Section 5.06(g).

“Rig Construction Contracts” means the Rig 1 Construction Contract, the Rig 2 Construction Contract, the Rig 3 Construction Contract and the Rig 4 Construction Contract.

“Rig Mortgages” means each of the First Preferred Mortgages (or other ship mortgage, fleet mortgage, naval mortgage or other agreement, document or instrument evidencing a grant of liens in a rig or vessel) executed by any Loan Party which pledges a Rig owned by such Person to the Collateral Agent for the benefit of the Secured Parties as collateral for all or a portion of the Obligations, in form and substance reasonably acceptable to the Facility Agent and as required to create an Acceptable Security Interest.

“S&P” means Standard & Poor’s Rating Agency Group, a division of ▇▇-▇▇▇▇ ▇▇▇▇ 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 Agents, the Mandated Lead Arrangers, the Joint Bookrunners, the Lenders, the Swap Counterparties and their Related Parties.

“Security Agreement” means the Security Agreement in substantially the form of Exhibit K among one or more of the Loan Parties and the Collateral Agent for the benefit of the Secured Parties.

“Security Documents” means the Assignments of Earnings, the Assignments of Insurance, the Charter Assignments, the Collateral Assignments of Rig Construction Contract, the Mortgages, the Security Agreement, the Pledge Agreement and each other document, instrument or agreement executed in connection therewith or otherwise executed in order to secure all or a portion of the Obligations.

“Security Maintenance Ratio” means, as of any date of determination and with respect to any Tranche, the ratio of (a) the Market Value of the applicable Rig as of such date and (b) the outstanding principal amount of the Advances of such Tranche as of such date.

“Shipyard” means PPL Shipyard PTE Ltd., a Singapore corporation.

“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

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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.

“Super-Majority Lenders” means, as of any date of determination, (a) before all of the Commitments terminate, Lenders holding more than 80% of the then aggregate Revolving Commitments, Unused Term Commitments, Unused Top-Up Commitments, unpaid principal amount of the Term Advances and the Top-Up Advances and (b) thereafter, Lenders holding more than 80% of the aggregate unpaid principal amount of the Advances and participation interests in the Letter of Credit Exposure at such time.

“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 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 acceptable to the Facility Agent.

“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 ▇▇▇▇-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).

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“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.

“Technical Advisor” means ▇▇▇▇▇ ▇▇▇▇▇▇, Moonpool, DNV Advisory Services, or another marine surveyor retained by the Facility Agent at the Borrower’s expense.

“Term Advance” means any Term Tranche 1 Advance, Term Tranche 2 Advance, Term Tranche 3 Advance or Term Tranche 4 Advance.

“Term Borrowing” means any Term Tranche 1 Borrowing, Term Tranche 2 Borrowing, Term Tranche 3 Borrowing or Term Tranche 4 Borrowing.

“Term Commitment” means, for each Lender, such Lender’s Term Tranche 1 Commitment, Term Tranche 2 Commitment, Term Tranche 3 Commitment and Term Tranche 4 Commitment.

“Term Tranche 1 Advance” means any advance by a Lender to Borrower 1 as part of a Term Tranche 1 Borrowing.

“Term Tranche 1 Borrowing” means a borrowing consisting of simultaneous Term Tranche 1 Advances made by each Lender pursuant to Section 2.01(a)(i).

“Term Tranche 1 Commitment” means, for each Lender, the commitment of such Lender to make Term Tranche 1 Advances to Borrower 1 in the maximum aggregate amount set forth on Annex I opposite such Lender’s name as its Term Tranche 1 Commitment.  The aggregate Term Tranche 1 Commitments as of the Effective Date are $80,000,000.

“Term Tranche 2 Advance” means any advance by a Lender to Borrower 2 as part of a Term Tranche 2 Borrowing.

“Term Tranche 2 Borrowing” means a borrowing consisting of simultaneous Term Tranche 2 Advances made by each Lender pursuant to Section 2.01(a)(ii).

“Term Tranche 2 Commitment” means, for each Lender, the commitment of such Lender to make Term Tranche 2 Advances to Borrower 2 in the maximum aggregate amount set forth on Annex I opposite such Lender’s name as its Term Tranche 2 Commitment.  The aggregate Term Tranche 2 Commitments as of the Effective Date are $80,000,000.

“Term Tranche 3 Advance” means any advance by a Lender to Borrower 3 as part of a Term Tranche 3 Borrowing.

“Term Tranche 3 Borrowing” means a borrowing consisting of simultaneous Term Tranche 3 Advances made by each Lender pursuant to Section 2.01(a)(iii).

“Term Tranche 3 Commitment” means, for each Lender, the commitment of such Lender to make Term Tranche 3 Advances to Borrower 3 in the maximum aggregate amount set forth on

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Annex I opposite such Lender’s name as its Term Tranche 3 Commitment.  The aggregate Term Tranche 3 Commitments as of the Effective Date are $80,000,000.

“Term Tranche 4 Advance” means any advance by a Lender to Borrower 4 as part of a Term Tranche 4 Borrowing.

“Term Tranche 4 Borrowing” means a borrowing consisting of simultaneous Term Tranche 4 Advances made by each Lender pursuant to Section 2.01(a)(iv).

“Term Tranche 4 Commitment” means, for each Lender, the commitment of such Lender to make Term Tranche 4 Advances to Borrower 4 in the maximum aggregate amount set forth on Annex I opposite such Lender’s name as its Term Tranche 4 Commitment.  The aggregate Term Tranche 4 Commitments as of the Effective Date are $80,000,000.

“TMT” means TMT Co., Ltd., a company incorporated in the Republic of Taiwan.

“TMT Guaranties” means (a) Letter of Guarantee dated as of October 27, 2006, as supplemented by the Letter of Guarantee dated as of  August 30, 2007,  in connection with the Rig 1 Construction Contract, (b) the Performance Guaranty dated as of  January 10, 2007 in connection with the Rig 2 Construction Contract, (c) Performance Guarantee dated as of  June 3, 2007 in connection with the Rig 3 Construction Contract and (d) Performance Guarantee dated as of  August 14, 2007, as supplemented by the Performance Guarantee dated as of  August 30, 2007, each in connection with the Rig 4 Construction Contract.

“Top-Up Advance” means any Top-Up Tranche 1 Advance, Top-Up Tranche 2 Advance, Top-Up Tranche 3 Advance or Top-Up Tranche 4 Advance.

“Top-Up Borrowing” means any Top-Up Tranche 1 Borrowing, Top-Up Tranche 2 Borrowing, Top-Up Tranche 3 Borrowing or Top-Up Tranche 4 Borrowing.

“Top-Up Commitment” means, for each Lender, such Lender’s Top-Up Tranche 1 Commitment, Top-Up Tranche 2 Commitment, Top-Up Tranche 3 Commitment and Top-Up Tranche 4 Commitment.

“Top-Up Tranche 1 Advance” means any advance by a Lender to Borrower 1 as part of a Top-Up Tranche 1 Borrowing.

“Top-Up Tranche 1 Borrowing” means a borrowing consisting of simultaneous Top-Up Tranche 1 Advances made by each Lender pursuant to Section 2.01(b)(i).

“Top-Up Tranche 1 Commitment” means, for each Lender, the commitment of such Lender to make Top-Up Tranche 1 Advances to Borrower 1 in the maximum aggregate amount set forth on Annex I opposite such Lender’s name as its Top-Up Tranche 1 Commitment.  The aggregate Top-Up Tranche 1 Commitments as of the Effective Date are $20,000,000.

“Top-Up Tranche 2 Advance” means any advance by a Lender to Borrower 2 as part of a Top-Up Tranche 2 Borrowing.

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“Top-Up Tranche 2 Borrowing” means a borrowing consisting of simultaneous Top-Up Tranche 2 Advances made by each Lender pursuant to Section 2.01(b)(ii).

“Top-Up Tranche 2 Commitment” means, for each Lender, the commitment of such Lender to make Top-Up Tranche 2 Advances to Borrower 2 in the maximum aggregate amount set forth on Annex I opposite such Lender’s name as its Top-Up Tranche 2 Commitment.  The aggregate Top-Up Tranche 2 Commitments as of the Effective Date are $20,000,000.

“Top-Up Tranche 3 Advance” means any advance by a Lender to Borrower 3 as part of a Top-Up Tranche 3 Borrowing.

“Top-Up Tranche 3 Borrowing” means a borrowing consisting of simultaneous Top-Up Tranche 3 Advances made by each Lender pursuant to Section 2.01(b)(iii).

“Top-Up Tranche 3 Commitment” means, for each Lender, the commitment of such Lender to make Top-Up Tranche 3 Advances to Borrower 3 in the maximum aggregate amount set forth on Annex I opposite such Lender’s name as its Top-Up Tranche 3 Commitment.  The aggregate Top-Up Tranche 3 Commitments as of the Effective Date are $20,000,000.

“Top-Up Tranche 4 Advance” means any advance by a Lender to Borrower 4 as part of a Top-Up Tranche 4 Borrowing.

“Top-Up Tranche 4 Borrowing” means a borrowing consisting of simultaneous Top-Up Tranche 4 Advances made by each Lender pursuant to Section 2.01(b)(iv).

“Top-Up Tranche 4 Commitment” means, for each Lender, the commitment of such Lender to make Top-Up Tranche 4 Advances to Borrower 4 in the maximum aggregate amount set forth on Annex I opposite such Lender’s name as its Top-Up Tranche 4 Commitment.  The aggregate Top-Up Tranche 4 Commitments as of the Effective Date are $20,000,000.

“Total Cost” means, with respect to any Rig, the sum of the Contract Price (as set forth in the applicable Rig Construction Contract) and the Additional Costs.

“Total Loss” means (a) the actual, constructive, arranged, agreed, or compromised total loss of any Rig; (b) the loss, theft or destruction of such Rig or damage thereto to such extent as shall make repair thereof uneconomical or shall render such Rig permanently unfit for normal use for any reason whatsoever; (c) the requisition for title or other compulsory acquisition or forfeiture of any Rig otherwise than by requisition for hire; or (d) the capture, condemnation, seizure, arrest, detention or confiscation of any Rig by any Governmental Authority or by Persons acting or purporting to act on behalf of any Governmental Authority unless such Rig be released from such capture, seizure, arrest, detention or confiscation within one (1) month after the occurrence thereof.

“Tranche” means any Class of Commitments or Advances, whether such Advances or Commitments are Tranche 1 Advances, Tranche 2 Advances, Tranche 3 Advances or Tranche 4 Advances or ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ 2 Commitments, Tranche 3 Commitments or Tranche 4 Commitments, as the case may be.

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“Tranche 1 Advances” means any Revolving Tranche 1 Advance, Term Tranche 1 Advance, or Top-Up Tranche 1 Advance.

“Tranche 2 Advances” means any Revolving Tranche 2 Advance, Term Tranche 2 Advance, or Top-Up Tranche 2 Advance.

“Tranche 3 Advances” means any Revolving Tranche 3 Advance, Term Tranche 3 Advance, or Top-Up Tranche 3 Advance.

“Tranche 4 Advances” means any Revolving Tranche 4 Advance, Term Tranche 4 Advance, or Top-Up Tranche 4 Advance.

“Tranche 1 Commitment” means any Term Tranche 1 Commitment or Top-Up Tranche 1 Commitment.

“Tranche 2 Commitment” means any Term Tranche 2 Commitment or Top-Up Tranche 2 Commitment.

“Tranche 3 Commitment” means any Term Tranche 3 Commitment or Top-Up Tranche 3 Commitment.

“Tranche 4 Commitment” means any Term Tranche 4 Commitment or Top-Up Tranche 4 Commitment.

“Transactions” means the Vantage Acquisition and each of the other transactions contemplated by the Transaction Documents.

“Transaction Documents” means (a) the Share Purchase Agreement dated as of August 30, 2007 among Vantage Energy, F3 Capital, and OGIL, as amended by Amendment No. 1 dated as of December 3, 2007 among Vantage Energy, F3 Capital, OGIL and the Parent, (b) each other material document executed on or before the Effective Date with respect to the Vantage Acquisition, and (c) the Rig Construction Contracts.

“Transfer Agreement” means any agreement pursuant to which any Vendor Agreement is assigned or novated to OGIL.

“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.

“Unused Revolving Commitments” means, with respect to any Tranche, the difference between (a) the Revolving Commitments of such Tranche and (b) the sum of the Revolving Advances of such Tranche and the Letter of Credit Exposure of such Tranche.

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“Unused Term Commitments” means the difference between (a) the Term Commitments and (b) the Term Advances.

“Unused Top-Up Commitments” means the difference between (a) the Top-Up Commitments and (b) the Top-Up Advances.

“Vantage Acquisition” means the acquisition by the Parent of all of the outstanding shares of common stock of OGIL pursuant to the Transaction Documents.

“Vantage Deepwater” means Vantage Deepwater Company, a Cayman Islands exempted company.

“Vantage Driller I” means Vantage Driller I Co, a Cayman Islands exempted company.

“Vantage Driller II” means Vantage Driller II Co, a Cayman Islands exempted company.

“Vantage Energy” means Vantage Energy Services, Inc., a Delaware corporation.

“Vantage Int’l Payroll (Singapore)” means Vantage International Payroll Company Pte. Ltd., a company formed under the laws of Singapore.

“Vantage Int’l Payroll (Caymans)” means Vantage International Payroll Co., a Cayman Islands exempted company.

“Vantage US Payroll” means Vantage US Payroll Company Pte. Ltd., a company formed under the laws of Singapore.

“Vantage Int’l Management (Caymans)” means Vantage International Management Co., a Cayman Islands exempted company.

“Vantage Int’l Management (Singapore)” means Vantage International Management Company, a company formed under the laws of Singapore.

“Vendor Agreement” means any agreement between Bluesky and the suppliers named therein for the provision of certain drilling equipment to Bluesky which is to be furnished to the Shipyard for installation in the Rigs, to be novated or assigned to OGIL pursuant to a Transfer Agreement.

“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.

“Working Capital Ratio” means, at any date of determination, the ratio of (a) the consolidated current assets of the Borrowers and their Subsidiaries determined in accordance with GAAP on such date to (b) the consolidated current liabilities of the Borrowers and their

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Subsidiaries at such time determined in accordance with GAAP minus the current portion of any Debt under this Agreement to the extent otherwise included therein.

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, 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 Facility 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 Facility 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: (A) changes in accounting principles required by GAAP and implemented by the Parent; (B) changes in accounting principles recommended by the Parent’s accountants; and (C) changes in carrying value of Parent’s or any of its Subsidiaries’ assets, liabilities or equity accounts resulting from (i) the application of purchase accounting principles to the Parent’s acquisition of OGIL from F3 Capital or (ii) any other adjustments that, in each case, were applicable to, but not included in, the Pro Forma Financial Statements.

(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           Classes of Advances.  Advances are distinguished by “Class”.  The “Class” of an Advance refers to the determination of whether such Advance is a Term Advance, Revolving Advance or Top-Up Advance, each of which constitutes a Class.

Section 1.05           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.” 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

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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 include such Person’s successors and 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 FACILITIES

Section 2.01           The Advances.

(a)           Term Advances.

(i)            Term Tranche 1 Advances.  Each Lender severally agrees, on the terms and conditions set forth in this Agreement, to make up to four Term Tranche 1 Advances to Borrower 1 from time-to-time on any Business Day during the period from the Effective Date until the Rig 1 Delivery Date in an aggregate amount up to but not to exceed the lesser of (A) the amount of its Term Tranche 1 Commitment and (B) such Lender’s Pro Rata Share of 36% of the Total Cost of Rig 1.  Each Term Tranche 1 Borrowing shall be in an aggregate amount not less than $10,000,000 and in integral multiples of $1,000,000 in excess thereof.  Each Term Tranche 1 Borrowing shall correspond to the applicable installment of the Contract Price (as defined in the Rig 1 Construction Contract) as set forth on Schedule 2.01.  Principal payments made after the Effective Date may not be reborrowed.

(ii)           Term Tranche 2 Advances.  Each Lender severally agrees, on the terms and conditions set forth in this Agreement, to make up to four Term Tranche 2 Advances to Borrower 2 from time-to-time on any Business Day during the period from the Effective Date until the Rig 2 Delivery Date in an aggregate amount up to but not to exceed the lesser of (A) the amount of its Term Tranche 2 Commitment and (B) such Lender’s Pro Rata Share of 36% of the Total Cost of Rig 2.  Each Term Tranche 2 Borrowing shall be in an aggregate amount not less than $10,000,000 and in integral multiples of $1,000,000 in excess thereof.  Each Term Tranche 2 Borrowing shall correspond to the applicable installment of the Contract Price (as defined in the Rig 2 Construction Contract) as set forth on Schedule 2.01.  Principal payments made after the Effective Date may not be reborrowed.

(iii)          Term Tranche 3 Advances.  Each Lender severally agrees, on the terms and conditions set forth in this Agreement, to make up to four Term Tranche 3 Advances

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to Borrower 3 from time-to-time on any Business Day during the period from the Effective Date until the Rig 3 Delivery Date in an aggregate amount up to but not to exceed the lesser of (A) the amount of its Term Tranche 3 Commitment and (B) such Lender’s Pro Rata Share of 36% of the Total Cost of Rig 3.  Each Term Tranche 3 Borrowing shall be in an aggregate amount not less than $10,000,000 and in integral multiples of $1,000,000 in excess thereof.  Each Term Tranche 3 Borrowing shall correspond to the applicable installment of the Contract Price (as defined in the Rig 3 Construction Contract) as set forth on Schedule 2.01.  Principal payments made after the Effective Date may not be reborrowed.

(iv)          Term Tranche 4 Advances.  Each Lender severally agrees, on the terms and conditions set forth in this Agreement, to make up to four Term Tranche 4 Advances to Borrower 4 from time-to-time on any Business Day during the period from the Effective Date until the Rig 4 Delivery Date in an aggregate amount up to but not to exceed the lesser of (A) the amount of its Term Tranche 4 Commitment and (B) such Lender’s Pro Rata Share of 36% of the Total Cost of Rig 4.  Each Term Tranche 4 Borrowing shall be in an aggregate amount not less than $10,000,000 and in integral multiples of $1,000,000 in excess thereof.  Each Term Tranche 4 Borrowing shall correspond to the applicable installment of the Contract Price (as defined in the Rig 4 Construction Contract) as set forth on Schedule 2.01.  Principal payments made after the Effective Date may not be reborrowed.

(b)           Top-Up Advances.

(i)            Top-Up Tranche 1 Advances.  Each Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Top-Up Tranche 1 Advances to Borrower 1 from time-to-time on any Business Day during the period from the Rig 1 Delivery Date to the Rig 1 Maturity Date in an aggregate amount up to but not to exceed the lesser of (A) the amount of its Top-Up Tranche 1 Commitment and (B) 9% of the Total Cost of Rig 1.  Each Top-Up Tranche 1 Borrowing shall be in an aggregate amount not less than $1,000,000 and in integral multiples thereof.  Principal payments made after the Rig 1 Delivery Date may not be reborrowed.

(ii)           Top-Up Tranche 2 Advances.  Each Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Top-Up Tranche 2 Advances to Borrower 2 from time-to-time on any Business Day during the period from the Rig 2 Delivery Date to the Rig 2 Maturity Date in an aggregate amount up to but not to exceed the lesser of (A) the amount of its Top-Up Tranche 2 Commitment and (B) 9% of the Total Cost of Rig 2.  Each Top-Up Tranche 2 Borrowing shall be in an aggregate amount not less than $1,000,000 and in integral multiples thereof.  Principal payments made after the Rig 2 Delivery Date may not be reborrowed.

(iii)          Top-Up Tranche 3 Advances.  Each Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Top-Up Tranche 3 Advances to Borrower 3 from time-to-time on any Business Day during the period from the Rig 3 Delivery Date to the Rig 3 Maturity Date in an aggregate amount up to but not to exceed the lesser of (A) the amount of its Top-Up Tranche 3 Commitment and (B) 9% of the

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Total Cost of Rig 3.  Each Top-Up Tranche 3 Borrowing shall be in an aggregate amount not less than $1,000,000 and in integral multiples thereof.  Principal payments made after the Rig 3 Delivery Date may not be reborrowed.

(iv)          Top-Up Tranche 4 Advances.  Each Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Top-Up Tranche 4 Advances to Borrower 4 from time-to-time on any Business Day during the period from the Rig 4 Delivery Date to the Rig 4 Maturity Date in an aggregate amount up to but not to exceed the lesser of (A) the amount of its Top-Up Tranche 4 Commitment and (B) 9% of the Total Cost of Rig 4.  Each Top-Up Tranche 4 Borrowing shall be in an aggregate amount not less than $1,000,000 and in integral multiples thereof.  Principal payments made after the Rig 4 Delivery Date may not be reborrowed.

(c)           Revolving Advances.  Each Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Revolving Advances to any Borrower from time-to-time on any Business Day during the period from the Rig 1 Delivery Date until the Final Maturity Date in a maximum amount up to but not to exceed at any time outstanding its Revolving Commitment; provided however that the aggregate outstanding principal amount of the sum of (i) all Revolving Advances plus (ii) the Letter of Credit Exposure shall not exceed at any time (A) on or before the Rig 2 Delivery Date, $10,000,000, (B) on or before the Rig 3 Delivery Date, $20,000,000, (C) on or before the Rig 4 Delivery Date, $30,000,000, and (D) thereafter, the Aggregate Revolving Commitments.  Each Revolving Borrowing shall be in an aggregate amount not less than $1,000,000 and in integral multiples thereof.  Within the limits of each Lender’s Revolving Commitment, the Borrowers may from time-to-time borrow, prepay pursuant to Section 2.07(b) and reborrow under this Section 2.01(c).

Section 2.02           Method of Borrowing.

(a)           Notice.  Each Borrowing shall be made pursuant to a Notice of Borrowing, given not later than 10:00 a.m. (Paris, France time) on the third Business Day before the requested Borrowing Date, in each case to the Facility Agent’s Applicable Lending Office.  The Facility Agent shall give to each 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 requested Class and Tranche of Advances comprising such Borrowing, (C) the aggregate amount of such Borrowing, (D) the requested Interest Period and (E) the applicable Borrower.  The Facility Agent shall promptly notify each Lender of the applicable interest rate under Section 2.06(a)(i) or (ii).  Each Lender shall make available its Pro Rata Share of such Borrowing before 12:00 p.m. (New York time) on the Borrowing Date in immediately available funds to the Facility Agent at its Applicable Lending Office or such other location as the Facility Agent may specify by notice to the Lenders.  After the Facility Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Facility Agent will promptly make such funds available to the applicable Borrower not later than 2:00 p.m. (New York time) at such account as such Borrower shall specify in writing to the Facility Agent.

(b)           Continuations.  In order to elect to Continue a Borrowing under this Section, the applicable Borrower shall deliver an irrevocable Notice of Continuation to the Facility Agent at

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its Applicable Lending Office no later than 10:00 a.m. (Paris, France time) at least three Business Days in advance of such requested Continuation.  Each such Notice of Continuation shall be in writing or by telex, telecopier or telephone, confirmed promptly in writing specifying (A) the requested Continuation date (which shall be a Business Day), (B) the amount, Class and Tranche of the Advances comprising the Borrowing to be Continued, and (C) the requested Interest Period.  Promptly after receipt of a Notice of Continuation under this paragraph, the Facility Agent shall provide each Lender with a copy thereof and notify each Lender of the interest rate under Sections 2.06(a)(i) or (ii).

(c)           Certain Limitations.  Notwithstanding anything in paragraphs (a) and (b) above:

(i)            at no time shall there be more than two Interest Periods applicable to each Class and each Tranche of outstanding Eurodollar Advances;

(ii)           if the Facility Agent is unable to determine the Eurodollar Rate for any requested Borrowing and the Facility 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 Borrowing and the obligation of the Lenders to make such Eurodollar Advances shall be suspended until the Facility Agent shall notify the Borrowers and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance;

(iii)          if the Majority Lenders shall, by 11:00 a.m. (New York time) at least one Business Day before the date of any requested Borrowing, notify the Facility Agent that the Eurodollar Rate will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances and the Facility Agent gives telephonic or telecopy notice thereof to the Borrowers as soon as practicable, the right of any Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing and the obligation of the Lenders to make Eurodollar Advances shall be suspended until the Facility Agent shall notify the Borrowers and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance;

(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, the Facility Agent will forthwith so notify such Borrower and the Lenders and such Borrower shall be deemed to have selected an Interest Period of one month’s duration; and

(v)           at any time when a Default or an Event of Default has occurred and is continuing, no Borrower may select an Interest Period for any Eurodollar Advance longer than one month’s duration; provided, however that no Borrower shall be requested to prepay (or convert to an Adjusted Base Rate) any existing Eurodollar Borrowing prior to the end of the Interest Period for such Borrowing.

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(d)           Notices Irrevocable.  Each Notice of Borrowing and each Notice of Continuation delivered by a Borrower shall be irrevocable and binding on such Borrower.  In the case of the initial Borrowing or any Borrowing which the related Notice of Continuation specifies is to be comprised of Eurodollar Advances, each Borrower shall indemnify each Lender against any loss, out-of-pocket cost or expense actually incurred by such Lender as a result of any failure to fulfill on or before the Borrowing Date or the date specified in such Notice of Continuation for such Borrowing the applicable conditions 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 Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date.

(e)           Facility Agent Reliance.  Unless the Facility Agent shall have received notice from a Lender before the Borrowing Date that such Lender will not make available to the Facility Agent such Lender’s Pro Rata Share of the Borrowing, the Facility Agent may assume that such Lender has made its Pro Rata Share of such Borrowing available to the Facility Agent on the Borrowing Date in accordance with paragraph (a) of this Section 2.02 and the Facility 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 Lender shall not have so made its Pro Rata Share of such Borrowing available to the Facility Agent, such Lender and the applicable Borrower severally agree to immediately repay to the Facility 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 Facility 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 Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Facility Agent in accordance with banking industry rules on interbank compensation.  If such Lender shall repay to the Facility Agent such corresponding amount and interest as provided above, such corresponding amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement even though not made on the same day as the other Advances comprising such Borrowing.  If such Lender’s Advance as part of such Borrowing is not made available by such Lender within three Business Days of the Borrowing Date, the applicable Borrower shall repay such Lender’s share of such Borrowing (together with interest thereon at the interest rate applicable during such period to Eurodollar Advances) to the Facility Agent not later than three Business Days after receipt of written notice from the Facility Agent specifying such Lender’s share of such Borrowing that was not made available to the Facility Agent.

(f)            Lender Obligations Several.  The failure of any Lender to make an Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, to make its Advance on the applicable Borrowing Date.  No Lender shall be responsible for the failure of any other Lender to make an Advance to be made by such other Lender on any applicable Borrowing Date.

(g)           Noteless Agreement; Evidence of Indebtedness.

(i)            Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from the Advances made by such Lender from time to time, including the

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amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(ii)           The Facility Agent shall also maintain accounts in which it will record (A) the amount of each Advance made hereunder and the Class and Tranche thereof 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 Lender hereunder and (C) the amount of any sum received by the Facility Agent hereunder from each Borrower and each 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 Facility Agent or any 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 Lender may request that the Advances owing to such Lender be evidenced by a promissory note (a “Note”).  In such event, the applicable Borrower shall execute and deliver to such Lender a Note payable to the order of such Lender and its registered assigns and in form and substance reasonably acceptable to the Facility 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 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.

Section 2.03           Fees.

(a)           Commitment Fees.  The Borrowers jointly and severally agree to pay to the Facility Agent for the account of each Lender a commitment fee (a “Commitment Fee”) equal to the product of 0.75% per annum and the average daily amount by which such Lender’s Aggregate Commitment exceeds the sum of (i) the aggregate principal amount of such Lender’s outstanding Advances and (ii) such Lender’s Pro Rata Share of the Letter of Credit Exposure, from the Effective Date until the Final Maturity Date.  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 Effective Date and continuing thereafter through and including the Final Maturity Date.

(b)           Agency and Arrangement Fees.  The Borrowers jointly and severally agree to pay to the Agents and the Joint Bookrunners the fees as separately agreed upon in the Fee Letters.

(c)           Letter of Credit Fees.

(i)            The Borrowers jointly and severally agree to pay to the Facility Agent for the pro rata benefit of each Lender a letter of credit fee at a per annum rate equal to the Applicable Margin in effect from time to time.  Each such fee shall be based on the maximum amount available to be drawn under such Letter of Credit from the date of

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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 Final Maturity Date.  All such fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days.

(ii)           The Borrowers jointly and severally agree to pay to the applicable Issuing Bank, a fronting fee for each Letter of Credit issued for its account equal to 0.125% per annum of the initial stated amount of such Letter of Credit (or, with respect to any subsequent increase to the stated amount of any such Letter of Credit, such increase in the stated amount).  Each such fee shall be payable annually in advance on the date of issuance (or subsequent increase) of such Letter of Credit and each year thereafter until the earlier of its expiration date or the Final Maturity Date.  All such fees shall be computed on the basis of a year of 360 days.

(iii)          In addition, the Borrowers jointly and severally agree to pay to the Issuing Banks all customary transaction costs and fees charged by such 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 applicable Issuing Bank in the invoice for such costs and fees.

(d)           Generally.  All such fees shall be paid on the dates due, in immediately available Dollars to the Facility Agent for distribution, if and as appropriate, among the Lenders, except that the fees payable pursuant to (i) Section 2.03(b) shall be paid directly to the applicable Agent or Joint Bookrunner and (ii) Section 2.03(c)(ii) and (iii) shall be paid directly to the applicable Issuing Bank.  Once paid, absent manifest error, none of these fees shall be refundable under any circumstances.

Section 2.04           Reduction of the Commitments.

(a)           Optional.  Each Borrower shall have the right, upon at least five days’ irrevocable notice to the Facility Agent, to terminate in whole or reduce ratably in part the unused portion of any Class and Tranche of Commitment; provided that each partial reduction of any Commitment shall be in the minimum aggregate amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof (or such lesser amount as may then be outstanding); provided further that the Aggregate Revolving Commitments may not be reduced below the aggregate principal amount of the outstanding Revolving Advances plus the outstanding Letter of Credit Exposure.

(b)           Mandatory.  Without duplication of any mandatory reduction of the Commitments required pursuant to Section 2.07(c)(vi), upon the Collateral Disposition of any Rig, the Class and Tranche of Commitments related to such Rig shall automatically and permanently terminate and the Revolving Commitments shall automatically and permanently be reduced by $10,000,000.

In connection with any termination of any Class and Tranche of Commitment hereunder, the Borrower shall pay on the effective date of such termination any amounts, if any, required to be paid pursuant to Section 2.07(d) as a result of such termination being made on such date.  Any reduction or termination of the Commitments pursuant to Section 2.04 shall be permanent, with

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no obligation of the Lenders to reinstate such Commitments and the commitment fees provided for in Section 2.03(a) shall thereafter be computed on the basis of the Commitments as so reduced.  The Facility Agent shall give each Lender prompt notice of any commitment reduction or termination.

Section 2.05           Repayment.

(a)           Term Advances.

(i)            Term Tranche 1 Advances.  The aggregate principal amount of the Term Tranche 1 Advances shall be payable by Borrower 1 in quarterly installments equal to $2,000,000 on each of the first twenty-eight (28) consecutive quarterly Payment Dates commencing six (6) months after the Rig 1 Delivery Date.  Any remaining outstanding Term Tranche 1 Advances shall be paid in full by Borrower 1 on the Rig 1 Maturity Date.

(ii)           Term Tranche 2 Advances.  The aggregate principal amount of the Term Tranche 2 Advances shall be payable by Borrower 2 in quarterly installments equal to $2,000,000 on each of the first twenty-eight (28) consecutive quarterly Payment Dates commencing six (6) months after the Rig 2 Delivery Date.  Any remaining outstanding Term Tranche 2 Advances shall be paid in full by Borrower 2 on the Rig 2 Maturity Date.

(iii)          Term Tranche 3 Advances.  The aggregate principal amount of the Term Tranche 3 Advances shall be payable by Borrower 3 in quarterly installments equal to $2,000,000 on each of the first twenty-eight (28) consecutive quarterly Payment Dates commencing six (6) months after the Rig 3 Delivery Date.  Any remaining outstanding Term Tranche 3 Advances shall be paid in full by Borrower 3 on the Rig 3 Maturity Date.

(iv)          Term Tranche 4 Advances.  The aggregate principal amount of the Term Tranche 4 Advances shall be payable by Borrower 4 in quarterly installments equal to $2,000,000 on each of the first twenty-eight (28) consecutive quarterly Payment Dates commencing six (6) months after the Rig 4 Delivery Date.  Any remaining outstanding Term Tranche 4 Advances shall be paid in full by Borrower 4 on the Rig 4 Maturity Date.

(b)           Top-Up Advances.

(i)            Top-Up Tranche 1 Advances.  The aggregate principal amount of the Top-Up Tranche 1 Advances shall be payable in equal quarterly installments determined by the Facility Agent (and the Facility Agent shall promptly notify each Lender of such amortization schedule) on each of the consecutive quarterly Payment Dates occurring during the tenor of the applicable Drilling Contract pursuant to which such Top-Up Tranche 1 Advances were made.

(ii)           Top-Up Tranche 2 Advances.  The aggregate principal amount of the Top-Up Tranche 2 Advances shall be payable in equal quarterly installments determined by the Facility Agent (and the Facility Agent shall promptly notify each Lender of such amortization schedule) on each of the consecutive quarterly Payment Dates occurring during the tenor of the applicable Drilling Contract pursuant to which such Top-Up Tranche 2 Advances were made.

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(iii)          Top-Up Tranche 3 Advances.  The aggregate principal amount of the Top-Up Tranche 3 Advances shall be payable in equal quarterly installments determined by the Facility Agent (and the Facility Agent shall promptly notify each Lender of such amortization schedule) on each of the consecutive quarterly Payment Dates occurring during the tenor of the applicable Drilling Contract pursuant to which such Top-Up Tranche 3 Advances were made.

(iv)          Top-Up Tranche 4 Advances.  The aggregate principal amount of the Top-Up Tranche 4 Advances shall be payable in equal quarterly installments determined by the Facility Agent (and the Facility Agent shall promptly notify each Lender of such amortization schedule) on each of the consecutive quarterly Payment Dates occurring during the tenor of the applicable Drilling Contract pursuant to which such Top-Up Tranche 4 Advances were made.

(c)           Revolving Advances.  The outstanding principal amount of the Revolving Advances shall be payable by the Borrowers on the Final Maturity Date.

(d)           Notwithstanding the foregoing, any remaining outstanding Advances and all other unpaid Obligations shall be paid in full by the Borrowers on the Final Maturity Date.

(e)           In addition, the Borrower shall pay to the applicable Swap Counterparties the Swap Termination Value with respect to any Swap Contracts that terminate in whole or in part as a result of such repayments set forth above.

Section 2.06           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)            Base Rate Advances.  If such Advance is a Base Rate Advance, a rate per annum equal to the Adjusted Base Rate plus the Applicable Margin, payable in arrears on each Payment Date and on the date such Base Rate 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 the Applicable Margin, payable 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 Lender, so long as any such 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 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

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100% minus the Eurodollar Rate Reserve Percentage of such Lender for such Interest Period, payable on each date on which interest is payable on such Advance.  Such additional interest payable to any Lender shall be determined by such Lender and notified to the Borrowers through the Facility 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 affect to all items charged which constitute “interest” under applicable laws, 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.

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 law, pay the Facility Agent for the account of the 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 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 be paid to the Borrower.

(d)           Default Interest.  Upon the occurrence and the during the continuance of an Event of Default, each Borrower shall on demand from time to time 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 2.06 plus 2.00% per annum and (b) in all other cases, at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the rate that would be applicable to an Eurodollar Advance plus 2.00%.

Section 2.07           Prepayments.

(a)           Right to Prepay.  No Borrower shall have the right to prepay any principal amount of any Advance except as provided in this Section 2.07.

(b)           Optional Prepayments.  Any Borrower may elect to prepay, in whole or in part, any Class or Tranche of the Advances owing by it to the Lenders, after giving prior written

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notice of such election to the Facility Agent by 10:00 a.m. (Paris, France time) at least three Business Days before such prepayment stating the proposed date, aggregate principal amount, Class and Tranche of such prepayment.  If any such notice is given, the Facility Agent shall give prompt notice thereof to each Lender and such Borrower shall prepay such Class and Tranche of Advances comprising part of the same Borrowing in whole or ratably in part in an aggregate principal amount equal to the amount specified in such 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 2.08 and any amounts, if any, required to be paid pursuant to Section 2.07(d) as a result of such prepayment being made on such date; provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $2,000,000 and in integral multiples of $1,000,000 in excess thereof (or such lesser amount as may then be outstanding).  Optional prepayments of Term Advances and Top-Up Advances shall be applied to outstanding Advances in the inverse order of maturity of the remaining scheduled principal installments of such Tranche and Class of Advances.  In addition, the Borrower shall pay to the applicable Swap Counterparties the Swap Termination Value with respect to any Swap Contracts that terminate in whole or in part as a result of such optional prepayments set forth above.

(c)           Mandatory Prepayments.

(i)            Excess Cash Flow.  Within 45 days after the end of each fiscal quarter, beginning with the first fiscal quarter ending at least six (6) months after the Rig 1 Delivery Date, each Borrower shall prepay its outstanding Term Advances and Top-Up Advances in an amount equal to its Excess Cash Flow for such prior fiscal quarter as set forth on the Excess Cash Flow Certificate delivered to Facility Agent pursuant to Section 5.06(c).  All such prepayments from Excess Cash Flow shall be applied to in accordance with Section 2.07(c)(vi).

(ii)           Security Maintenance Ratio. If at any time any Borrower shall fail to maintain a Security Maintenance Ratio of at least 1.50 to 1.00, then as soon as possible but in any event no later than 30 days after such failure, to the extent such failure is continuing, either (A) such Borrower will, or will cause the Parent or one of its Subsidiaries (provided that such Subsidiary becomes a Loan Party pursuant to Section 5.12) to, execute and deliver to the Collateral Agent additional Rig Mortgages granting an Acceptable Security Interest in such other rigs or vessels acceptable to the Collateral Agent (acting on the instruction of the Majority Lenders) (together with any required amendments to any applicable Security Agreement and such evidence of corporate authority to enter into and such legal opinions in relation to such Security Documents as the Collateral Agent may reasonably request) that have a Market Value such that the Security Maintenance Ratio is at least 1.50 to 1.00, or (B) at the end of such 30-day period, such Borrower shall prepay its outstanding Advances by an amount necessary so that the Security Maintenance Ratio is at least 1.50 to 1.00.  All such prepayments shall be applied to the applicable Tranche of the Advances in accordance with Section 2.07(c)(vi).

(iii)          Collateral Disposition.  Immediately upon receipt of Collateral Disposition Proceeds, the Borrowers shall prepay the Advances in an amount equal to 100% of such

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Collateral Disposition Proceeds.  All such prepayments shall be applied to the Advances in accordance with Section 2.07(c)(vi).

(iv)          Casualty Event.

(A)          Upon the occurrence of a Casualty Event, if (1) no Event of Default has occurred and is continuing, (2) the applicable Loan Party reasonably believes that all necessary repairs to any Rig affected by a Casualty Event can be commenced within 90 days following such Casualty Event and completed within 180 days thereafter, and (3) during such 180-day period following commencement of such repairs, the applicable Loan Party works diligently to complete all such repairs, then the applicable Loan Party shall hold such Casualty Proceeds in a bank account subject to an Account Control Agreement and shall apply such Casualty Proceeds in payment for all necessary repairs, and following completion of such repairs within 180 days after commencement of such repairs and if no Event of Default has occurred and is continuing, the applicable Loan Party may retain the remainder of such Casualty Proceeds (together with accrued interest thereon), if any, and shall give notice to the Lenders thereof.  If all necessary repairs to any Rig affected by a Casualty Event shall not have been made within 180 days following commencement of such repairs, then the applicable Borrower shall prepay the Advances in an amount equal to 100% of the remaining Casualty Proceeds, and such prepayment shall be applied to the Advances in accordance with Section 2.07(c)(vi), and the Collateral Agent shall give notice to the Lenders thereof.

(B)           Upon the occurrence of a Casualty Event, if an Event of Default has occurred and is continuing, any Casualty Proceeds shall be delivered to the Collateral Agent which shall apply such Casualty Proceeds to the Advances in accordance with Section 2.07(c)(vi).

(C)           Notwithstanding anything to the contrary in the other Loan Documents, all insurance payments in respect of any liability of the Loan Parties to third Persons or damage to Property of third Persons by any Loan Party shall be paid by the underwriter of such Insurance Policy directly to the Person to whom such liability is owed or directly to the applicable Loan Party to reimburse it for any loss, damage or expense incurred by it in connection with the event or condition giving rise to such liability.

(v)           Indemnifications.  All Indemnification Proceeds payable to or received by the Loan Parties shall on the date of receipt by such Loan Party be applied to prepay the Advances in an amount equal to 100% of such Indemnification Proceeds.  All such prepayments shall be applied to the Advances in accordance with Section 2.07(c)(vi).

(vi)          Application of Prepayments.  Each prepayment pursuant to this Section 2.07(c) 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 2.08 as a result of such prepayment being made on such date.  Each prepayment required

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pursuant to this Section 2.07(c) shall be applied (a) to the prepayment of the applicable Tranche of Top-Up Advances in the inverse order of maturity of the remaining scheduled principal installments of such Tranche, (b) to the prepayment of the applicable Tranche of Term Advances in the inverse order of maturity of the remaining scheduled principal installments of such Tranche, (c) to the prepayment of the applicable Tranche of Revolving Advances, and, with respect to mandatory prepayments from Collateral Disposition Proceeds only, make deposits into the ▇▇ ▇▇▇▇ Collateral Account to provide cash collateral for the Letter of Credit Exposure, together with a corresponding reduction of the applicable Tranche of the Revolving Commitment and (d) any remainder shall be applied ratably to each of the other Tranches of Advances, in the order set forth above.  In addition, the Borrower shall pay to the applicable Swap Counterparties the Swap Termination Value with respect to any Swap Contracts that terminate in whole or in part as a result of such mandatory prepayments set forth above.

(d)           Prepayment Premiums.  Each of the following events shall be subject to and accompanied by a premium determined in accordance with the table below based on the period during which such prepayment shall occur:

(i)            all optional prepayments of Term Advances or Top-Up Advances under Section 2.07(b),

(ii)           all mandatory prepayments under Section 2.07(c)(iii); and

(iii)          any termination of any Tranche of the Term Commitments or the Top-Up Commitments before such Commitments have been fully drawn,