CREDIT AGREEMENT

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 Marshall Islands, Panama, Singapore 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 Ó

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, Kennedy Marr 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 Moody’s;

(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 Moody’s;

(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 in