ex10_1.htm


    
      

    

    
      
        
          
            
               

              
                	
                        DATED

                      	 	
                        7
      January
2009

                      


              

            

          

        

      

    

    
      


    

    
      MANDARIN
DRILLING CORPORATION

    

    
      


    

    
      and

    

    
      


    

    
      OFFSHORE
GROUP INVESTMENT LIMITED

    

    
      and

    

    
      


    

    
      VALENCIA
DRILLING CORPORATION

    

    
      


    

    
      and

    

    
      


    

    
      VANTAGE
DEEPWATER COMPANY

    

    
      


    

    
      and

    

    
      


    

    
      F3
CAPITAL

    

    
       

      
        
          

        

      

    

    
      TERMINATION
AGREEMENT

    

    
      relating
to a Purchase Agreement in respect of

    

    the
Drillship having hull number 3601

    
      

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      THIS AGREEMENT is made on the
7 day of January 2009

    

    
      


    

    
      BETWEEN:

    

    
      


    

    
      
        	
                (1)

              	
                MANDARIN DRILLING CORPORATION,
      is a company organised and existing under the laws of the Marshall
      Islands having its registered office at Trust Company Complex, Ajeltake
      Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (the Seller);
      and

              


      

    

    
      


    

    
      
        	
                (2)

              	
                OFFSHORE GROUP INVESTMENT
      LIMITED a company organised
      and existing under the laws of the Cayman Islands, having its registered
      office at c/o Maples Corporate
      Services Limited, P.O. Box 309 Ugland House, Grand Cayman, Kyl-1104,
      Cayman Island, (the Buyer);
    and

              


      

    

    
      


    

    
      
        	
                (3)

              	
                VALENCIA DRILLING CORPORATION,
      a corporation organized and existing under the laws of the Marshall
      Islands (Valencia);
  and

              


      

    

    
      


    

    
      
        	
                (4)

              	
                VANTAGE DEEPWATER COMPANY,
      a Cayman Islands exempted company (Vantage);
      and

              


      

    

    
      


    

    
      
        	
                (5)

              	
                F3 CAPITAL, a company organized
      and existing under the laws of the Cayman Islands, having its registered
      office at c/o Campbell Corporate Services Limited, Scotia Centre, PO Box
      268, Grand Cayman KYl-1104, Cayman Islands (F3)

              


      

    

    
      


    

    
      (referred
to collectively as the parties)

    

    
      


    

    
      WHEREAS:

    

    
      


    

    
      
        	
                (A)

              	
                On 13 September 2007
      the Seller entered into a shipbuilding contract with Daewoo Shipbuilding
      & Marine Engineering Co. Ltd in respect of the construction of one
      drillship having ship number 3601 (the Vessel).

              


      

    

    
      


    

    
      
        	
                (B)

              	
                By
      a purchase agreement dated 24 March 2008 (the Purchase Agreement) the
      Seller has agreed to sell the Vessel to the
  Buyer.

              


      

    

    
      


    

    
      
        	
                (C)

              	
                The
      parties wish to terminate the Purchase
  Agreement.

              


      

    

    
      


    

    
      
        	
                (D)

              	
                On
      18 November 2008 F3 Capital and Vantage Deepwater Company entered into a
      Share Sale and Purchase Agreement pursuant to which F3 Capital has agreed
      to sell shares in the capital of the Seller to Vantage Deepwater Company
      (the Share Sale and Purchase
      Agreement).

              


      

    

    
      


    

    
      	
              (E)

            	
              Valencia
      and not the Seller as premised in clause 22 of the Purchase Agreement has
      entered into a contract with Daewoo Shipbuilding & Marine Engineering
      Co. Ltd for the construction and purchase of the ultra-deepwater
      drillship, hull #3602 (the Second Vessel), and
      clause 22 of the Purchase Agreement should have stated that Valencia, and
      not the Seller, grants the Buyer an option to purchase the Second Vessel
      (the Option).

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      IT IS AGREED as
follows:

    

    
      


    

    
      
        	
                1.

              	
                Words
      and expressions used in this Agreement shall, to the extent applicable and
      unless defined in this Agreement or the context otherwise requires, have
      the meaning ascribed to them in the Purchase
  Agreement

              


      

    

    
      


    

    
      
        	
                2.

              	
                Termination
      of the Purchase Agreement shall not affect the terms of any of the clauses
      or agreements referred to in clause 4. Except as provided in the preceding
      sentence, termination of the Purchase Agreement shall relieve each party
      from any liability or obligation for any matter, undertaking or condition
      which has not been done, observed or performed by that party, before
      termination or is required to be observed or performed by that party,
      after termination.

              


      

    

    
      


    

    
      
        	
                3.

              	
                The
      parties agree that the Purchase Agreement shall terminate effective as of
      the initial closing date of the Share Sale and Purchase Agreement and
      shall immediately cease to be of any effect
  thereafter.

              


      

    

    
      


    

    
      
        	
                4.

              	
                The
      following provisions of the Purchase Agreement,
  namely:

              


      

    

    
      


    

    
      
        	
              	
                (a)

              	
                23(a)
      (Notices);

              


      

    

    
      


    

    
      
        	
              	
                (b)

              	
                23(f)
      (Severability);
      and

              


      

    

    
      


    

    
      
        	
              	
                (c)

              	
                23(g)
      (Governing Law and
      Jurisdiction),

              


      

    

    
      


    

    
      are to
apply as if they were set out in this Agreement, but with references in those
clauses of the Purchase Agreement being replaced by references to this
Agreement.

    

    
      


    

    
      
        	
                5.

              	
                Satisfaction of the
      Option

              


      

    

    
      


    

    
      
        	
                5.1

              	
                In
      lieu of the $10,000,000 fee that the Buyer is obliged to pay to the Seller
      for the lapse of the Option which was granted to the Buyer pursuant to
      clause 22 of the Purchase Agreement, Vantage hereby agrees to issue to F3,
      7,299,270 ordinary shares of Vantage (the Shares) in full
      settlement of such
obligation.

              


      

    

    
      


    

    
      
        	
                5.2

              	
                Within
      2 business days of execution of this agreement, Vantage shall file an
      Additional Listing Application with the American Stock Exchange seeking
      approval for the listing of the Shares. The Shares shall be issued by
      Vantage to F3 and Vantage will deliver to F3 a share certificate for all
      of the Shares, in each case as soon as practicable, after receipt by
      Vantage of approval by AMEX of such Additional Listing
      Application.

              


      

    

    
      


    

    
      
        	
                6.

              	
                Representation and
      Covenants of the
Seller.

              


      

    

    
      


    

    
      
        	
                6.1

              	
                The
      Seller hereby represents, warrants and covenants to the Buyer, as
      follows:

              


      

    

    
      


    

    
      	
               
      

            	
              (a)

            	
              Due
      Organization. The Seller has
      been duly organized, validly exists and is in good standing, as
      applicable, under the laws of the jurisdiction of its
      organization.

            


    

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


    
      
        	
              	
                (b)

              	
                Power; Due
      Authorization; Binding Agreement. The Seller has
      full legal capacity, power and authority to execute and deliver this
      agreement, to perform its obligations hereunder, and to consummate the
      transactions contemplated hereby. The execution and delivery of this
      agreement, and the consummation of the transactions contemplated hereby by
      the Seller, have been duly and validly authorized by all necessary action
      on the part of the Seller, and no other proceedings on the part of the
      Seller are necessary to authorize this Agreement, or to consummate the
      transactions contemplated hereby. This Agreement has been duly and validly
      executed and delivered by the Seller and constitutes a valid and binding
      agreement of the Seller, enforceable against the Seller in accordance with
      its terms, except that enforceability may be subject to the effect
      of:

              


      

    

    
      


    

    
      
        	
              	
                (i)

              	
                any
      applicable bankruptcy, reorganization, receivership, conservatorship,
      insolvency, moratorium or other similar laws affecting or relating to the
      enforcement of creditors' rights generally and to general principles of
      equity and;

              


      

    

    
      


    

    
      
        	
              	
                (ii)

              	
                any
      laws relating to the availability of specific performance, injunctive
      relief, or other equitable remedies, regardless of whether considered in a
      proceeding in law or equity.

              


      

    

    
      


    

    
      
        	
              	
                (c)

              	
                No
      Conflicts. The execution and
      delivery of this Agreement by the Seller does not, and the performance of
      the terms of this agreement by the Seller will
  not:

              


      

    

    
      


    

    
      
        	
              	
                (i)

              	
                require
      the Seller to obtain the consent or approval of any other person pursuant
      to any agreement, obligation or instrument binding on the Seller or its
      properties and assets; or

              


      

    

    
      


    

    
      
        	
              	
                (ii)

              	
                conflict
      with or violate any organizational document or law, rule, regulation,
      order, judgment or decree applicable to the Seller or by which any
      property or asset of the Seller is bound;
or

              


      

    

    
      


    

    
      
        	
              	
                (iii)

              	
                violate
      any other agreement to which the Seller is a
  party.

              


      

    

    
      


    

    
      
        	
                7.

              	
                Representations and
      Warranties of the
Buyer.

              


      

    

    
      


    

    
      
        	
                7.1

              	
                The
      Buyer hereby represents and warrants to as
  follows.

              


      

    

    
      


    

    
      
        	
              	
                (a)

              	
                Due
      Organization. The Buyer has
      been duly organized, validly exists and is in good standing, as
      applicable, under the laws of the jurisdiction of its
      organization.

              


      

    

    
      


    

    
      	
               
      

            	
              (b)

            	
              Power; Due
      Authorization; Binding Agreement. The Buyer has
      full legal capacity, power and authority to execute and deliver this
      agreement, to perform its obligations hereunder, and to consummate the
      transactions contemplated hereby. The execution and delivery of this
      agreement, and the consummation of the transactions contemplated hereby by
      the Buyer, have been duly and validly authorized by all necessary action
      on the part of the Buyer, and no other proceedings on the part of the
      Buyer are necessary to authorize this, agreement,
  or

            


    

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    
      to
consummate the transactions contemplated hereby. This agreement has been duly
and validly executed and delivered by the Buyer and constitutes a valid and
binding agreement of the Buyer, enforceable against the Buyer in accordance with
its terms, except that enforceability may be subject to the effect
of

    

    
      


    

    
      
        	
              	
                (i)

              	
                any
      applicable bankruptcy, reorganization, receivership, conservatorship,
      insolvency, moratorium or other similar laws affecting or relating to the
      enforcement of creditors' rights generally and to general principles of
      equity; and

              


      

    

    
      


    

    
      
        	
              	
                (ii)

              	
                any
      laws relating to the availability of specific performance, injunctive
      relief, or other equitable remedies, regardless of whether considered in a
      proceeding in law or equity.

              


      

    

    
      


    

    
      
        	
              	
                (c)

              	
                No
      Conflicts. The execution and
      delivery of this agreement by the Buyer does not, and the performance of
      the terms of this agreement by the Buyer will
  not:

              


      

    

    
      


    

    
      
        	
              	
                (i)

              	
                require
      the Buyer to obtain the consent or approval of any governmental or
      regulatory authority, domestic or foreign;
or

              


      

    

    
      


    

    
      
        	
              	
                (ii)

              	
                conflict
      with or violate the organizational documents of the Buyer;
    or

              


      

    

    
      


    

    
      
        	
              	
                (iii)

              	
                require
      the consent or approval of any other person pursuant to any agreement,
      obligation or instrument binding on the Buyer or its properties and
      assets; or

              


      

    

    
      


    

    
      
        	
              	
                (iv)

              	
                conflict
      with or violate any organizational document or law, rule, regulation,
      order, judgment or decree applicable to the Buyer or by which any property
      or asset of the Buyer is bound;
or

              


      

    

    
      


    

    
      
        	
              	
                (v)

              	
                violate
      any other agreement to which the Buyer is a
  party.

              


      

    

    
      


    

    
      
        	
                8.

              	
                Each
      party undertakes that it shall not at any time after the date of this
      agreement use, divulge or communicate to any person (except to its
      professional representatives or advisers or as may be required by law or
      any legal or regulatory authority) any confidential information concerning
      the terms of this agreement or the Purchase Agreement and each of the
      parties shall use its reasonable endeavours to prevent the publication or
      disclosure of any confidential information concerning such
      matters.

              


      

    

    
      


    

    
      
        	
                9.

              	
                This
      Agreement may be executed in any number of counterparts and by the parties
      to it on separate counterparts, each of which shall be an original but all
      of which together shall constitute one and the same
      instrument.

              


      

    

    
      


    

    
      
        	
                10.

              	
                A
      person who is not a party to this Agreement shall have no right under the
      Contracts (Rights of Third Parties) Act 1999 to enforce any of its
      terms.

              


      

    

    
      


    

    AS WITNESS this Agreement has been
executed as a deed on the day and year first before written.

    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      	
                              SIGNED
      and DELIVERED

                            	
                              )

                            	 	 
      	 
	
                              as
      a DEED

                            	
                              )

                            	 	 
      	 
	
                              by Hsin
      Chi Su

                            	
                              )

                            	 	
                              /s/
      Hsin Chi Su

                            	 
	
                              for
      and on behalf of

                            	
                              )

                            	 	
                              Authorised
      Signatory

                            	 
	
                              MANDARIN
      DRILLING CORPORATION

                            	
                              )

                            	 	 
      	 
	 
      	
                              )

                            	 	 
      	 
	
                              SIGNED
      and DELIVERED

                            	
                              )

                            	 	 
      	 
	
                              as
      a DEED

                            	
                              )

                            	 	 
      	 
	
                              by
      

                            	
                              )

                            	 	
                              

                                /s/
      Paul A. Bragg

                              

                            	 
	
                              for
      and on behalf of

                            	
                              )

                            	 	
                              Authorised
      Signatory

                            	 
	
                              OFFSHORE
      GROUP INVESTMENT LIMITED

                            	
                              )

                            	 	 
      	 
	 
      	 
      	 	 
      	 
	
                              SIGNED
      and DELIVERED

                            	
                              )

                            	 	 
      	 
	
                              as
      a DEED

                            	
                              )

                            	 	 
      	 
	
                              by Hsin
      Chi Su

                            	
                              )

                            	 	
                              

                                /s/
      Hsin Chi Su

                              

                            	 
	
                              for
      and on behalf of

                            	
                              )

                            	 	
                              Authorised
      Signatory

                            	 
	
                              VALENCIA
      DRILLING CORPORATION

                            	
                              )

                            	 	 
      	 
	 
      	 
      	 	 
      	 
	
                              SIGNED
      and DELIVERED

                            	
                              )

                            	 	 
      	 
	
                              as
      a DEED

                            	
                              )

                            	 	 
      	 
	
                              by
      

                            	
                              )

                            	 	
                              /s/
      Paul A. Bragg

                            	 
	
                              for
      and on behalf of

                            	
                              )

                            	 	
                              Authorised
      Signatory

                            	 
	
                              VANTAGE
      DEEPWATER COMPANY

                            	
                              )

                            	 	 
      	 
	 
      	 
      	 	 
      	 
	
                              SIGNED
      and DELIVERED

                            	
                              )

                            	 	 
      	 
	
                              as
      a DEED

                            	
                              )

                            	 	 
      	 
	
                              by Hsin
      Chi Su

                            	
                              )

                            	 	
                              

                                /s/
      Hsin Chi Su

                              

                            	 
	
                              for
      and on behalf of

                            	
                              )

                            	 	
                              Authorised
      Signatory

                            	 
	
                              F3
      CAPITAL

                            	
                              )

                            	 	 
      	 


                    

                  

                

              

            

          

        

      

    

     

     

    6