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VTG > SEC Filings for VTG > Form 8-K on 24-May-2013All Recent SEC Filings

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Form 8-K for VANTAGE DRILLING CO


24-May-2013

Entry into a Material Definitive Agreement, Financial Statements and Exhibits


Item 1.01 Entry into a Material Definitive Agreement

On May 22, 2013, Offshore Group Investment Limited ("OGIL"), a wholly-owned subsidiary of Vantage Drilling Company ("Vantage"), entered into a Second Supplemental Indenture which added Vantage's wholly-owned subsidiary, Vantage Driller VI Co ("VD VI Co."), as an additional guarantor to OGIL's existing indenture governing its 7.5% Senior Secured Notes dated as of October 25, 2012, as amended. On the same date, OGIL entered into a First Supplemental Indenture which added VD VI Co. as an additional guarantor to OGIL's existing indenture governing its 7.125% dated as of March 28, 2013.

Further on May 22, 2013, VD VI Co. also entered into a joinder agreement joining it to the Term Loan Agreement dated as of October 25, 2012, among OGIL and Vantage Delaware Holdings, LLC, as Borrowers, the guarantors and lenders party thereto, Citibank N.A. as Administrative Agent, and Wells Fargo Bank, National Association as Collateral Agent (the "2012 Term Loan"), whereby VD VI Co. agreed to guarantee the obligations under the 2012 Term Loan. On the same date, VD VI Co. entered into a joinder agreement joining it to the Term Loan Agreement dated as of March 28, 2013 among OGIL and Vantage Delaware Holdings, LLC, as Borrowers, the guarantors and lenders party thereto, Citibank N.A. as Administrative Agent, and Wells Fargo Bank, National Association as Collateral Agent (the "2013 Term Loan"), whereby VD VI Co. agreed to guarantee the obligations under the 2013 Term Loan.

Further, on May 22, 2013, VD VI Co. entered into a joinder agreement joining it to the Amended and Restated Credit Agreement dated as of March 28, 2013 among OGIL, Vantage, the subsidiary guarantors party thereto, and Royal Bank of Canada, as Administrative Agent, (the "Revolving Facility") as amended, whereby VD VI Co. agreed to guarantee the obligations under the Revolving Facility.

Finally, on May 22, 2013, VD VI Co. entered into an amendment joining it to the Registration Rights Agreement dated as of March 28, 2013 (the "Registration Rights Agreement"), whereby VD VI Co. agreed to be named as an additional guarantor under the Registration Rights Agreement.

The foregoing description of the agreements filed herewith does not purport to be complete and is qualified in its entirety by reference to the full text of the agreements, which are attached hereto as Exhibits 4.1, 4.2, 10.1, 10.2, 10.3, 10.4 and the contents thereof are incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number                               Description of Exhibit

4.1          Second Supplemental Indenture dated as of May 22, 2013 among OGIL,
             Vantage, Vantage Driller VI Co., the subsidiary guarantors party
             thereto and Wells Fargo Bank, National Association, as trustee and
             collateral agent.

4.2          First Supplemental Indenture dated as of May 22, 2013 among OGIL,
             Vantage, Vantage Driller VI Co., the subsidiary guarantors party
             thereto and Wells Fargo Bank, National Association, as trustee and
             collateral agent.

10.1         Joinder Agreement dated as of May 22, 2013 between Vantage Driller VI
             Co. and Citibank, N.A. as administrative agent under the Term Loan
             Agreement dated October 25, 2012.

10.2         Joinder Agreement dated as of May 22, 2013 between Vantage Driller VI
             Co. and Citibank, N.A. as administrative agent under the Term Loan
             Agreement dated March 28, 2013.

10.3         Joinder Agreement dated May 22, 2013 executed by Vantage Driller VI
             Co. relating to the Revolving Facility dated as of March 28, 2013 as
             amended.

10.4         Amendment dated as of May 22, 2013 among Vantage Driller VI Co.,
             Citigroup Global Markets Inc., and Jefferies LLC relating to the
             Registration Rights Agreement dated March 28, 2013.


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