ex10_1.htm


    
      

    

    Exhibit
99.1

     

    
      
        
          	
                  Vantage
      Drilling Company

                	
                  F3
      Capital

                
	
                  PO
      Box 309

                	
                  c/o
      Campbell Corporate Services Limited

                
	
                  Ugland
      House

                	
                  Scotia
      Centre

                
	
                  Grand
      Cayman KY1-1104

                	
                  PO
      Box 268

                
	
                  Cayman
      Islands

                	
                  Grand
      Cayman KY1-1104

                
	
                  (“Borrower”)

                	
                  Cayman
      Islands

                
	 
      	
                  (“Lender”)

                


        

      

      


       

       

      Date:  March
3, 2009

      


      


      


      Dear
Sirs

      


      
        	
                1.

              	
                The
      Lender will make available to the Borrower a loan in the principal sum of
      US$4,000,000 (the “Loan”) on the terms and
      conditions of this letter.   The Borrower may draw the Loan
      in tranches or as one lump sum.  The Lender will make advances
      in respect of the Loan in US dollars to the Borrower within four (4)
      business days of receipt of written notice (the “Notice”) from the
      Borrower setting out the Borrower’s projection of how the Borrower intends
      to use the Loan and the account to which the funds from such Loan should
      be wired.  For the purposes of this letter “business day” shall mean
      any day (other than a Saturday) when banks are open in the City of London
      and the City of Houston, Texas for the transaction of ordinary banking
      business.

              


      

      


      
        	
                2.

              	
                Unless
      the Lender has converted the Loan in accordance with paragraph 7, the
      Borrower will repay the Loan together with accrued interest on it or
      before 30 June 2009 (the “Repayment
      Date”).  The Borrower may repay the Loan or any part of
      it early, but may not re-borrow any amount so repaid.  If the
      Lender has not converted the Loan on or before the Repayment Date, the
      Borrower, with the prior written consent of the Lender, may repay the Loan
      plus the amount of the accrued interest through the date of conversion by
      issuance to the Lender of ordinary shares, par value $.001 per share
      (“Ordinary
      Shares”), of the Borrower at a price equal to the average closing
      price of the Ordinary Shares as reported on the NYSE Alternext US (the
      “Exchange”) for
      the five (5) trading days preceding such
  payment.

              


      

      


      
        	
                3.

              	
                The
      principal amount of the Loan outstanding from time to time will carry
      interest at the rate of 8 per cent per annum accruing daily.  If
      the Loan is not repaid prior to or on the earlier of the Repayment Date or
      on the date when the Loan is declared to be due and payable pursuant to
      paragraph 14, the Loan shall thereafter bear interest at the rate of 10
      per cent per annum (the “Default Rate”) until the
      date paid or converted in accordance with paragraph
  7.

              


      

      


      
        	
                4.

              	
                The
      Loan will be unsecured.

              


      

      


      
        	
                5.

              	
                The
      Borrower will make all payments due under or in respect of the Loan on the
      Repayment Date in US dollars to the Lender to such account as the Lender
      will instruct the Borrower in writing.  If any payment becomes
      due on a day which is not a business day, the due date of such payment
      will be extended to the next business day.  The Borrower will
      make all payments under or in respect of the Loan without set-off or
      counterclaim and free and clear of any withholding or deduction for or on
      account of tax, except as may be required by
  law.

              


      


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      
        	
                6.

              	
                If
      any deduction or withholding is required by law, then the Borrower shall
      pay to the Lender additional amounts as shall be required to ensure that
      the Lender receives the amount it would have received had such withholding
      or deduction not been made.

              


      

      


      
        	
                7.

              	
                At
      any time following receipt by the Lender of the Notice but always prior to
      the Repayment Date, subject to shareholder approval of the Charter
      Amendment (as defined below), the Lender may convert all (but not some
      only) of the amount of the Loan plus the amount of the accrued interest up
      to the date of conversion into fully paid Ordinary Shares of the Borrower
      at a price (the “Conversion Price”) equal
      to the closing price of the Ordinary Shares as reported on the Exchange on
      the business day immediately preceding the date the Lender elects to so
      convert.

              


      

      


      
        	
                8.

              	
                In
      order to exercise its rights of conversion as set out in paragraph 7, the
      Lender shall serve a written notice on the Borrower (the “Conversion Notice”)
      stating that it wishes to convert the amount of the Loan plus all accrued
      interest on the Loan up to the date of conversion (the “Loan Amount”) into such
      number of Ordinary Shares as is equal to the Loan Amount divided by the
      Conversion Price (the “New
      Shares”).

              


      

      


      
        	
                9.

              	
                Within
      fifteen business days of receiving the Conversion Notice from the Lender,
      the Borrower shall issue and allot the New Shares to the Lender and
      deliver the share certificates in respect of the New Shares to the Lender;
      provided, however, that the proceeds of the Loan have actually been
      received by Borrower.  In the event that the unissued share
      capital of the Borrower is insufficient to meet the number of New Shares,
      the Borrower undertakes to use its best endeavours to procure that the
      share capital of the Borrower is increased by such amount as is necessary
      to enable the Borrower to issue the New Shares to the Lender. On receipt
      by the Lender of the share certificates evidencing the New Shares
      registered in the name of the Lender, the Loan Amount will be deemed to
      have been repaid and the Borrower will have no further obligation to the
      Lender under the terms of this letter.  To the extent that the
      Borrower is unable to issue all of the New Shares at the time the Lender
      requests conversion because the Charter Amendment has not yet been
      approved and the Exchange has not approved the listing of the New Shares,
      then the Loan and the Loan Amount not so converted shall remain
      outstanding and shall continue to bear interest on such unpaid amount
      until the Charter Amendment is approved and the balance of the Loan Amount
      is converted at the Conversion
Price.

              


      

      


      
        	
                10.

              	
                Within
      thirty days following the date of this agreement, the Borrower shall
      prepare in accordance with the provisions of the Securities Exchange Act
      of 1934, as amended, a preliminary proxy statement (in its preliminary
      form, and after receipt of final SEC clearance, the “Proxy Statement”)
      relating to among other thing an amendment to the Borrower’s charter
      documents authorizing the conversion of the Loan pursuant to paragraph 7
      above and approving the issuance of the New Shares to the Lender
      (collectively, the “Charter Amendment”), and
      file the Proxy Statement with the United States Securities and Exchange
      Commission (the “SEC”).  The
      Borrower will use its reasonable best efforts to have the Proxy Statement
      cleared by the SEC as promptly as practicable after such
      filing.

              


      

      


      
        	
                11.

              	
                The
      Borrower shall, acting through its Board of Directors and in accordance
      with applicable law and the charter documents of the Borrower, (i) duly
      take all lawful action to call, give notice of, convene and hold a special
      meeting of its shareholders on a date as soon as reasonably practicable
      (and in no event later than 45 days after the mailing of the Proxy
      Statement to the shareholders of the Borrower) after the Proxy Statement
      is cleared by the SEC to consider and vote upon the Charter Amendment and
      (ii) use all lawful efforts to solicit proxies in favour of the adoption
      of the Charter Amendment.

              


      


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      
        	
                12.

              	
                The
      Borrower will use commercially reasonable efforts to cause the Proxy
      Statement to be mailed to the Company’s shareholders as promptly as
      practicable after the Proxy Statement is cleared by the
      SEC.  The Borrower shall as promptly as practicable notify the
      Lender of the receipt of any oral or written comments from the SEC
      relating to the Proxy Statement and any request by the SEC for any
      amendment to the Proxy Statement for additional information. The Borrower
      shall cooperate and provide the Lender with a reasonable opportunity to
      review and comment on the  Proxy Statement (including each
      amendment or supplement thereto) and all responses to requests for
      additional information by and replies to comments of the
    SEC

              


      

      


      
        	
                13.

              	
                The
      Borrower shall prepare and submit to the Exchange a listing application
      covering the Ordinary Shares issued or issuable (a) upon conversion, or in
      repayment, of the Loan, and (b) or in connection with any ancillary or
      related agreements. Borrower shall use its commercially reasonable efforts
      to obtain as promptly as reasonably practicable, approval of the Exchange
      for the listing of all Ordinary Shares covered by such application,
      subject to official notice of issuance, under the trading symbol “VTG” on
      the Exchange.

              


      

      


      
        	
                14.

              	
                Notwithstanding
      the above provisions of this letter, the Loan and all interest on it will
      become due and payable or repayable by the Borrower immediately on demand
      by the Lender if (i) the Borrower fails to pay any sum under this letter
      when due or the Borrower is in breach of any other provision of this
      letter; or (ii) an administration order is made in relation to the
      Borrower or a receiver or manager or administrative receiver is appointed
      of the Borrower or any of the Borrower’s assets or the Borrower enters
      into liquidation or such analogous proceedings as are applicable in the
      Cayman Islands; or (iii) any petition is presented, any resolution is
      proposed or any other steps or proceedings are taken which may lead to any
      such occurrence referred to in (ii) above; or (iv) the Borrower ceases to
      carry on business.  In such event, the Loan and the Loan Amount
      shall thereafter bear interest at the Default
  Rate.

              


      

      


      
        	
                15.

              	
                Any
      demand or notice in respect of this letter and/or the Loan will be in
      writing and (without prejudice to any other effective means of serving it)
      may be served on the Borrower personally or by post or facsimile and
      either by delivering it to the Borrower’s registered or principal office
      for the time being or by sending it to the following fax number: (281) 404
      4749. Notice shall be effective, in the case of a letter, on delivery, and
      in the case of a facsimile, on receipt by the sender of a confirmed
      transmission report.

              


      

      


      
        	
                16.

              	
                Time
      shall be of the essence in respect of the Borrower’s obligations under or
      in respect of this Loan, but no failure by the Lender to exercise, or
      delay by the Lender in exercising any right or remedy under or in respect
      of this facility shall operate as a waiver of it, nor shall any single,
      partial or defective exercise by the Lender of any such right or remedy
      preclude any other or further exercise of that or any other right or
      remedy.

              


      

      


      
        	
                17.

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

              


      


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      
        	
                18.

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

              


      

      


      
        	
                19.

              	
                This
      letter is governed by English law and it is agreed that both parties shall
      submit to the exclusive jurisdiction of the High Court of Justice in
      England in relation to any claim, or dispute or difference which may arise
      under or in respect of this letter.

              


      

      


      Yours
faithfully

      


      


      


      for
and on behalf of F3 Capital

      


      Director

      


      /s/ Hsin
Chisu


      


      Agreed
and accepted

      


      Date
March 3, 2009

      


      


      


      For
and on behalf of Vantage Drilling Company

      


      


      


      By:  /s/ Paul A.
Bragg                                     
     

      


      Name: Paul A.
Bragg                                         
 

      


      Title: Chairman and Chief
Executive Officer     


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      EXHIBIT
A

      


      FORM
OF NOTICE OF BORROWING

      


      ___________
__, 2009

      


      F3
Capital

      c/o
Campbell Corporate Services Limited

      Scotia
Centre

      PO Box
268

      Grand
Cayman KY1-1104

      Cayman
Islands

      


      Ladies
and Gentlemen:

      


      The
undersigned, Vantage Drilling
Company, a Cayman Islands exempted company, (“Vantage”) and F3
Capital, a Cayman Islands exempted company (“Lender”), are parties
to that certain Loan Agreement dated on or around 3 March, 2009 (as the same may
be amended or modified from time-to-time, the “Loan Agreement”, the
defined terms of which are used in this Notice of Borrowing unless otherwise
defined in this Notice of Borrowing).  The undersigned gives you
notice pursuant to Article 1 of the Loan Agreement that the undersigned hereby
requests the full amount of the Loan from the Lender, and in connection with
that request sets forth below the information relating to such Loan as required
by Article 1 of the Loan Agreement:

      


      
        	
                 
      

              	
                (a)

              	
                Loan
      Amount of FOUR MILLION DOLLARS
  (USD$4,000,000.00).

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      Loan Amount is intended to be used for general corporate working capital
      purposes.

              


      

      


      


      
        
          
            
              
                
                  
                    
                      
                        	 
      	
                                Very
      truly yours,

                              
	 
      	 
      	 
      	 
      
	 
      	
                                VANTAGE
      DRILLING COMPANY

                              
	 
      	 
      	 
      	 
      
	 
      	
                                By:

                              	 
      	 
      
	 
      	
                                Name:

                              	 
      
	 
      	
                                Title:

                              	 
      


                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      Vantage Energy
Services

      


      
        
          	
                  Beneficiary
      Bank:

                	
                  JPMorgan
      Chase Bank NA

                
	
                  Swift/BIC
      Code:

                	
                  CHASUS33

                
	
                  ABA
      Number:

                	
                  021000021

                
	
                  Beneficiary
      Name:

                	
                  Vantage
      Energy Services

                
	
                  Beneficiary
      Acct No.:

                	
                  706660867

                
	
                  Amount
      of Transfer:

                	
                  USD$
      4,000,000.00

                
	
                  Reference:

                	
                  Loan
      Proceeds from F3 Capital to Vantage Drilling Company pursuant to that
      certain Loan Agreement between F3 Capital and Vantage Drilling Company
      dated March 3, 2009.

                


        

      


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      EXHIBIT
B

      


      FORM
OF CONVERSION NOTICE

      


      ___________
__, 2009

      


      Vantage
Drilling Company

      C/o
Maples Corporate Services Limited

      PO Box
309

      Ugland
House

      Grand
Cayman, KY1-1104

      Cayman
Islands

      


      Ladies
and Gentlemen:

      


      The
undersigned, F3 Capital,
a Cayman Islands exempted company, (“Lender”) and Vantage
Drilling Company, a Cayman Islands exempted company (“Vantage”), are
parties to that certain Loan Agreement dated on or around 3 March, 2009 (as the
same may be amended or modified from time-to-time, the “Loan Agreement”, the
defined terms of which are used in this Conversion Notice unless otherwise
defined in this Conversion Notice).  The undersigned gives you notice
pursuant to Article 8 of the Loan Agreement that the undersigned hereby converts
the Loan Amount into such number of Ordinary Shares as is equal to the Loan
Amount divided by the Conversion Price.

      


      


      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 
      	
                                    Very
      truly yours,

                                  
	 
      	 
      	 
      	 
      
	 
      	
                                    F3
      CAPITAL

                                  
	 
      	 
      	 
      	 
      
	 
      	
                                    By:

                                  	 
      	 
      
	 
      	
                                    Name:

                                  
	 
      	
                                    Title:

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

       

       

      7