Second Supplemental Indenture, dated as of January 24, 2019, among Vantage Drilling International (f/k/a Offshore Group Investment Limited), Rig Finance Ltd., the other guarantors party thereto and U.S. Bank National Association, as trustee and as noteholder collateral agent, to the Third Lien Indenture dated as of February 10, 2016
Exhibit 4.5
Execution Version
SECOND SUPPLEMENTAL THIRD LIEN INDENTURE
SECOND SUPPLEMENTAL THIRD LIEN INDENTURE (this Supplemental Indenture), dated as of January 24, 2019, among Vantage Drilling International (f/k/a Offshore Group Investment Limited), a Cayman Islands exempted company (the Company), Rig Finance Ltd., an exempted company limited by shares incorporated under the laws of Bermuda (the Guaranteeing Subsidiary), a subsidiary of the Company, the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as Trustee and as Noteholder Collateral Agent under the Indenture referred to below (in such capacities, collectively, the Trustee).
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the Original Indenture), dated as of February 10, 2016, providing for the issuance of 1% / 12% Step-Up Senior Secured Third Lien Convertible Notes due 2030 (the Notes), as amended by the first supplemental indenture thereto, dated as of June 8, 2016 (the First Supplemental Indenture, and the Original Indenture, as amended and supplemented by the First Supplemental Indenture, the Indenture);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Companys Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the Note Guarantee); and
WHEREAS, pursuant to Section 9.01 (Without Consent of Holders) of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Note Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 11 thereof, and subject to the limitations therein.
3. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture or the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.
4. NEW YORK LAW TO GOVERN. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.
5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.
COMPANY:
VANTAGE DRILLING INTERNATIONAL, as the Company | ||
By: | /s/ Douglas E. Stewart | |
Name: | Douglas E. Stewart | |
Title: | Vice President, General Counsel & Secretary | |
GUARANTEEING SUBSIDIARY:
RIG FINANCE LTD. as Guarantor | ||
By: | /s/ Douglas E. Stewart | |
Name: | Douglas E. Stewart | |
Title: | Director |
[Second Supplemental Indenture to Third Lien Indenture]
EXISTING GUARANTORS:
DRAGONQUEST HOLDINGS COMPANY, as Guarantor | ||
By: | /s/ Douglas E. Stewart | |
Name: | Douglas E. Stewart | |
Title: | Vice President, General Counsel & Secretary | |
EMERALD DRILLER COMPANY, as Guarantor | ||
By: | /s/ Douglas E. Stewart | |
Name: | Douglas E. Stewart | |
Title: | Vice President, General Counsel & Secretary | |
P2021 RIG CO., as Guarantor | ||
By: | /s/ Douglas E. Stewart | |
Name: | Douglas E. Stewart | |
Title: | Vice President, General Counsel & Secretary | |
P2020 RIG CO., as Guarantor | ||
By: | /s/ Douglas E. Stewart | |
Name: | Douglas E. Stewart | |
Title: | Vice President, General Counsel & Secretary |
[First Supplemental Indenture to Third Lien Indenture]
PT. VANTAGE DRILLING COMPANY INDONESIA, as Guarantor | ||
By: | /s/ Douglas E. Stewart | |
Name: | Douglas E. Stewart | |
Title: | Commissioner | |
By: | /s/ Alisdair Henry Semple | |
Name: | Alisdair Henry Semple | |
Title: | Director | |
By: | /s/ Haji Setiantoro | |
Name: | Haji Setiantoro | |
Title: | Director | |
By: | /s/ Kenneth Howden | |
Name: | Kenneth Howden | |
Title: | President Director | |
By: | /s/ Ronald J. Nelson | |
Name: | Ronald J. Nelson | |
Title: | Director | |
SAPPHIRE DRILLER COMPANY, as Guarantor | ||
By: | /s/ Douglas E. Stewart | |
Name: | Douglas E. Stewart | |
Title: | Vice President, General Counsel & Secretary | |
VANTAGE DEEPWATER COMPANY, as Guarantor | ||
By: | /s/ Douglas E. Stewart | |
Name: | Douglas E. Stewart | |
Title: | Vice President, General Counsel & Secretary | |
VANTAGE DEEPWATER DRILLING, INC., as Guarantor | ||
By: | /s/ Douglas E. Stewart | |
Name: | Douglas E. Stewart | |
Title: | Vice President, General Counsel & Secretary |
[First Supplemental Indenture to Third Lien Indenture]
VANTAGE DELAWARE HOLDINGS, LLC, as Guarantor | ||
By: | /s/ Douglas E. Stewart | |
Name: | Douglas E. Stewart | |
Title: | Vice President, General Counsel & Secretary | |
VANTAGE DRILLER I CO, as Guarantor | ||
By: | /s/ Douglas E. Stewart | |
Name: | Douglas E. Stewart | |
Title: | Vice President, General Counsel & Secretary | |
VANTAGE DRILLER II CO, as Guarantor | ||
By: | /s/ Douglas E. Stewart | |
Name: | Douglas E. Stewart | |
Title: | Vice President, General Counsel & Secretary | |
VANTAGE DRILLER III CO, as Guarantor | ||
By: | /s/ Douglas E. Stewart | |
Name: | Douglas E. Stewart | |
Title: | Vice President, General Counsel & Secretary | |
VANTAGE DRILLER IV CO., as Guarantor | ||
By: | /s/ Douglas E. Stewart | |
Name: | Douglas E. Stewart | |
Title: | Vice President, General Counsel & Secretary | |
VANTAGE DRILLER VI CO., as Guarantor | ||
By: | /s/ Douglas E. Stewart | |
Name: | Douglas E. Stewart | |
Title: | Vice President, General Counsel & Secretary | |
VANTAGE DRILLING AFRICA, as Guarantor | ||
By: | /s/ Douglas E. Stewart | |
Name: | Douglas E. Stewart | |
Title: | Vice President, General Counsel & Secretary |
[First Supplemental Indenture to Third Lien Indenture]
VANTAGE DRILLING (MALAYSIA) I SDN. BHD., as Guarantor | ||
By: | /s/ Kenneth Howden | |
Name: | Kenneth Howden | |
Title: | Director | |
By: | /s/ Mohammed Izad Bin Ariffin | |
Name: | Mohammed Izad Bin Ariffin | |
Title: | Director | |
VANTAGE DRILLING LABUAN I LTD., as Guarantor | ||
By: | /s/ Ronald J. Nelson | |
Name: | Ronald J. Nelson | |
Title: | Director | |
VANTAGE DRILLING NETHERLANDS B.V., as Guarantor | ||
By: | /s/ Linda J. Ibrahim | |
Name: | Linda J. Ibrahim | |
Title: | Managing Director A | |
By: | /s/ Paul Zwagerman | |
Name: | Paul Zwagerman | |
Title: | Managing Director B | |
VANTAGE DRILLER ROCO S.R.L., as Guarantor | ||
By: | /s/ Ronald J. Nelson | |
Name: | Ronald J. Nelson | |
Title: | Director | |
VANTAGE ENERGY SERVICES, INC., as Guarantor | ||
By: | /s/ Douglas E. Stewart | |
Name: | Douglas E. Stewart | |
Title: | Vice President, General Counsel & Secretary |
[First Supplemental Indenture to Third Lien Indenture]
VANTAGE HOLDING HUNGARY KFT., as Guarantor | ||
By: | /s/ Linda J. Ibrahim | |
Name: | Linda J. Ibrahim | |
Title: | Managing Director | |
By: | /s/ Jeno Csaba Kleiber | |
Name: | Jeno Csaba Kleiber | |
Title: | Managing Director | |
VANTAGE HOLDINGS CYPRUS ODC LIMITED, as Guarantor | ||
By: | /s/ Linda J. Ibrahim | |
Name: | Linda J. Ibrahim | |
Title: | Director | |
By: | /s/ Omnium Corporate and Trustee Services, Limited | |
Name: | Omnium Corporate and Trustee Services, Limited | |
Title: | Director | |
By: | /s/ Omnium Services, Limited | |
Name: | Omnium Services, Limited | |
Title: | Director | |
By: | /s/ Sansovino, Limited | |
Name: | Sansovino, Limited | |
Title: | Director | |
VANTAGE HOLDINGS MALAYSIA I CO., as Guarantor | ||
By: | /s/ Douglas E. Stewart | |
Name: | Douglas E. Stewart | |
Title: | Vice President, General Counsel & Secretary | |
VANTAGE INTERNATIONAL MANAGEMENT CO., as Guarantor | ||
By: | /s/ Douglas E. Stewart | |
Name: | Douglas E. Stewart | |
Title: | Vice President, General Counsel & Secretary |
[First Supplemental Indenture to Third Lien Indenture]
VANTAGE INTERNATIONAL MANAGEMENT COMPANY PTE. LTD., as Guarantor | ||
By: | /s/ Thomas J. Cimino | |
Name: | Thomas J. Cimino | |
Title: | Director | |
By: | /s/ Ronald J. Nelson | |
Name: | Ronald J. Nelson | |
Title: | Director | |
By: | /s/ Kenneth Howden | |
Name: | Kenneth Howden | |
Title: | Director | |
By: | /s/ Derek Massie | |
Name: | Derek Massie | |
Title: | Director | |
By: | /s/ Howe Chong, Caleb Tey | |
Name: | Howe Chong, Caleb Tey | |
Title: | Director |
[First Supplemental Indenture to Third Lien Indenture]
TRUSTEE:
U.S. BANK NATIONAL ASSOCIATION | ||
By: | /s/ Melissa F. Vachon | |
Name: | Melissa F. Vachon | |
Title: | Vice President |
[First Supplemental Indenture to Third Lien Indenture]