DEED OF GUARANTEE

(1)

VANTAGE DRILLING COMPANY , a company incorporated in the Cayman Islands, with its registered office at c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the " Guarantor "); and

(2)

PPL SHIPYARD PTE LTD, a company incorporated in Singapore with its registered office at 21 Pandan Road, Singapore 609273 as beneficiary (" PPL ").

(A)

PPL and Bluesky Offshore Group Corp. (" Original Purchaser ") entered into a construction contract dated 14 August 2007 under which PPL has agreed to, inter alia , design and construct and deliver to Original Purchaser one unit of a Baker Marine Pacific Class 375 jack-up drilling rig bearing PPL's Hull number P2021 (the " Rig Construction Contract ").

(B)

PPL, Original Purchaser and Offshore Group Investment Limited (" OGIL ") entered into a novation agreement dated 30 August 2007 under which all rights and obligations of Original Purchaser under the Rig Construction Contract were novated to OGIL (the " Novation Agreement ") in accordance with the terms and conditions of the Novation Agreement.

(C)

PPL and OGIL entered into a forbearance agreement dated 24 May 2008 and a supplemental forbearance agreement dated 10 May 2008 under which PPL and OGIL agreed to an extension of time for the payment of the fourth instalment due and payable by OGIL to PPL pursuant to the Rig Construction Contract and the Novation Agreement (the " Forbearance Agreement ").

(D)

Pursuant to a letter dated on or about the date of this Guarantee between PPL and OGIL, PPL and OGIL have agreed to an extension of time for the payment of the fifth and sixth instalments due and payable by OGIL to PPL pursuant to the Rig Construction Contract and the Novation Agreement (the " Letter ").

(E)

In connection with the Rig Construction Contract, the Novation Agreement and the Letter, PPL requires the Guarantor to execute this Guarantee in its favour.

1.

DEFINITIONS AND INTERPRETATION

1.1

Definitions

(a)

references to this Guarantee or any other document include references to this Guarantee or such other document as varied, supplemented, restated and/or replaced in any manner from time to time;

(b)

references to clauses are references to clauses to this Guarantee;

(c)

references to any enactment shall be deemed to include references to such enactment as re-enacted, amended or extended and any subsidiary legislation made from time to time under it;

(d)

references to a "person" shall include any individual, company, firm, partnership, joint venture, association, organisation, institution, trust or agency, whether or not having a separate legal personality;

(e)

references to one gender include all genders (including the neuter gender), and references to the singular shall include the plural and vice versa;

(f)

headings are inserted for convenience only and shall be ignored in construing this Guarantee; and

(g)

references to "including" shall not be construed restrictively but shall be construed as meaning "including, without prejudice to the generality of the foregoing".

2.

GUARANTEE

(a)

guarantees to PPL prompt performance by OGIL of all its obligations under, or arising out of, the Documents and the payment of all sums due to PPL pursuant to or in connection with the Documents;

(b)

undertakes with PPL that if and whenever OGIL shall be in default in the payment of any such sums as aforesaid, the Guarantor shall on demand pay the same to PPL as if the Guarantor instead of OGIL was expressed to be the primary obligor; and

(c)

undertakes with PPL that it shall pay any interest accrued in respect of the amounts and liabilities referred to in sub-clauses (a) and (b) above (and so that as against the Guarantor interest shall be deemed to continue to accrue and to be a liability of OGIL hereby guaranteed notwithstanding that for any reason interest may have ceased to accrue against OGIL).

3.

CONTINUING SECURITY AND CONDITIONS FOR RELEASE

3.1

This Guarantee shall be a continuing security for the Guaranteed Obligations and shall be in addition to and independent of every other security or guarantee which PPL may hold for the Guaranteed Obligations.

3.2

This Guarantee shall continue in full force and effect until:

(a)

all amounts due from the Guarantor under this Guarantee have been paid in full; and

(b)

OGIL has no liability in respect of the Guaranteed Obligations.

4.

PRINCIPAL DEBTOR

5.

NO COMPETING

5.1

The Guarantor undertakes to PPL that so long as OGIL has any actual or contingent liability to PPL, the Guarantor shall not exercise any rights which the Guarantor may at any time have whether by reason of performance by it of its obligations under this Guarantee or otherwise:

(a)

to be indemnified by OGIL or to claim or enforce payment of any money which may be due owing or incurred by OGIL to the Guarantor on any account whatsoever, or exercise any other right, claim or remedy in respect of such money;

(b)

to prove in competition with PPL for any money owing by OGIL to the Guarantor on any account whatsoever and/or in respect of any money due or owing from OGIL to PPL but will give to PPL the benefit of any proof which the Guarantor may be able to make in bankruptcy/liquidation of OGIL or in any arrangement or composition with creditors;

(c)

to take any steps to enforce any rights against OGIL or receive or claim or have the benefit of any payment or distribution from or on account of OGIL or exercise any right of set-off or counterclaim against OGIL provided always that on making a claim against the Guarantor pursuant to this Guarantee, PPL may at its sole discretion instruct the Guarantor to take any steps referred to in this sub-clause and any monies or other benefit thereby obtained by the Guarantor will thereafter be paid or transferred (as the case may be) to PPL;

(d)

to claim any contribution from any other guarantor of OGIL's obligations; or

(e)

to participate in any security held, or money received, by PPL on account of the Guaranteed Obligations or to stand in PPL's place in respect of any such security or money and the liability of the Guarantor under this Guarantee will not be reduced or discharged by any amount held by PPL on account for OGIL.

5.2