Exhibit 10.1
[Execution Version]
SECOND AMENDMENT TO CREDIT AGREEMENT
This SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as
of July 31, 2009 by and among the parties hereto for the purpose of amending
that certain Credit Agreement dated as of June 12, 2008 (as amended,
supplemented, or otherwise modified from time to time, the "Credit Agreement"),
by and among Emerald Driller Company ("Borrower 1"), Sapphire Driller Company
("Borrower 2"), Aquamarine Driller Company ("Borrower 3"), Topaz Driller Company
("Borrower 4"), Vantage Drilling Company and certain subsidiaries of Vantage
Drilling Company party thereto (the "Guarantors"), the lenders from time to time
party thereto (the "Lenders") referred to therein, Natixis as Facility Agent and
Collateral Agent, and Natixis, BTMU Capital Corporation, and Fortis Bank
S.A./N.V., New York Branch, as Mandated Lead Arrangers and Joint Bookrunners (as
defined in the Credit Agreement).
WHEREAS, pursuant to the Consent and First Amendment to the Credit Agreement
dated as of December 22, 2008, availability of the Term Tranche 3 Commitments,
Term Tranche 4 Commitments, Top-Up Tranche 1 Commitments in excess of
$10,800,000, Top-Up Tranche 2 Commitments, Top-Up Tranche 3 Commitments, Top-Up
Tranche 4 Commitments, and Revolving Commitments in excess of $10,000,000 were
conditioned on receipt of commitments therefor from lenders acceptable to the
Joint Bookrunners, and the Parent and Borrower 3 and/or Borrower 4, as
applicable, were authorized to seek alternative financing for Rig 3 and Rig 4;
WHEREAS, the Parent has arranged for alternative financing for Rig 3 and Rig 4
from third party lenders, and in connection therewith has requested that the
liens with respect to Rig 3 and Rig 4 be released;
WHEREAS, the Mandated Lead Arrangers and the Lenders have agreed to release such
liens, and the Mandated Lead Arrangers, the Lenders, and Borrower 1, Borrower 2,
Borrower 3, and Borrower 4 have agreed to amend the Credit Agreement in
connection therewith, all as described below.
NOW, THEREFORE, in consideration of the premises and the mutual agreements,
representations and warranties set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:
Section 1. Defined Terms. Unless otherwise defined in this Amendment, each
capitalized term used in this Amendment has the meaning given such term in the
Credit Agreement.
Section 2. Amendment of Credit Agreement.
(a) The first paragraph of the preamble of the Credit Agreement is hereby
amended by replacing it in its entirety with the following:
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; together with
Borrower 1, the "Borrowers"), the Guarantors (as defined below), the Lenders,
and Natixis, as Facility Agent and Collateral Agent for the Lenders.
(b) Section 1.01 of the Credit Agreement is hereby amended by replacing the
definition of "Aggregate Commitment" in its entirety with the following:
"Aggregate Commitment" means, for any Lender, the sum of