SECOND SUPPLEMENTAL INDENTURE

EX-4.2 3 d613118dex42.htm EX-4.2 EX-4.2

Exhibit 4.2

SECOND SUPPLEMENTAL INDENTURE

This SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 15, 2013, among Vantage Driller ROCO S.R.L. and Vantage Drilling Gabon (the “Guaranteeing Subsidiaries”), a subsidiary of Vantage Drilling Company, a Cayman Islands exempted company (the “Parent”), Offshore Group Investment Limited, a Cayman Islands exempted company (the “Company”), the other Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, National Association, as Trustee under the Indenture referred to below (the “Trustee”).

WITNESSETH

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of March 28, 2013 providing for the issuance of 7.125% Senior Secured First Lien Notes due 2023 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Company’s 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 Subsidiaries 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 Subsidiaries hereby agree to provide unconditional Note Guarantees 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.

 

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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 Subsidiaries and the Company.

 

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year written above.

 

OFFSHORE GROUP INVESTMENT LIMITED, as the Company
By:  

/s/ Douglas G. Smith

Name:   Douglas G. Smith
Title:   Chief Financial Officer and Treasurer

VANTAGE DRILLING COMPANY,

as Parent and as a Guarantor

By:  

/s/ Douglas G. Smith

Name:   Douglas G. Smith
Title:   Chief Financial Officer and Treasurer
VANTAGE DRILLER ROCO S.R.L., as Guarantor
By:  

/s/ Ronald J. Nelson

Name:   Ronald J. Nelson
Title:   Director
VANTAGE DRILLING GABON, as Guarantor
By:  

/s/ Douglas G. Smith

Name:   Douglas G. Smith
Title:   Chief Financial Officer and Treasurer
VANTAGE DRILLER VI CO., as Guarantor
By:  

/s/ Douglas G. Smith

Name:   Douglas G. Smith
Title:   Chief Financial Officer and Treasurer

 

[Signature Page to Second Supplemental Indenture]


PT. VANTAGE DRILLING COMPANY INDONESIA, as Guarantor
By:  

/s/ David Tait

Name:   David Tait
Title:   Director

VANTAGE HOLDING HUNGARY KFT,

as Guarantor

By:  

/s/ Linda Ibrahim

Name:   Linda Ibrahim
Title:   Managing Director
By:  

/s/ Julia Varga

Name:   Julia Varga
Title:   Managing Director
VANTAGE INTERNATIONAL MANAGEMENT CO., as Guarantor
By:  

/s/ Douglas G. Smith

Name:   Douglas G. Smith
Title:   Chief Financial Officer and Treasurer
P2021 RIG CO., as Guarantor
By:  

/s/ Douglas G. Smith

Name:   Douglas G. Smith
Title:   Chief Financial Officer and Treasurer
P2020 RIG CO., as Guarantor
By:  

/s/ Douglas G. Smith

Name:   Douglas G. Smith
Title:   Chief Financial Officer and Treasurer

 

[Signature Page to Second Supplemental Indenture]


VANTAGE DRILLER I CO, as Guarantor
By:  

/s/ Douglas G. Smith

Name:   Douglas G. Smith
Title:   Chief Financial Officer and Treasurer
VANTAGE DRILLER II CO, as Guarantor
By:  

/s/ Douglas G. Smith

Name:   Douglas G. Smith
Title:   Chief Financial Officer and Treasurer
VANTAGE DRILLER III CO, as Guarantor
By:  

/s/ Douglas G. Smith

Name:   Douglas G. Smith
Title:   Chief Financial Officer and Treasurer

VANTAGE DRILLING NETHERLANDS BV,

as Guarantor

By:  

/s/ Linda Jovana Ibrahim

Name:   Linda Jovana Ibrahim
Title:   Managing Director A
 

/s/ Joost Marcel van der Eerden

Name:   Joost Marcel van der Eerden
Title:   Managing Director B

 

[Signature Page to Second Supplemental Indenture]


VANTAGE DRILLER IV CO., as Guarantor
By:  

/s/ Douglas G. Smith

Name:   Douglas G. Smith
Title:   Chief Financial Officer and Treasurer

SAPPHIRE DRILLER COMPANY,

as Guarantor

By:  

/s/ Douglas G. Smith

Name:   Douglas G. Smith
Title:   Chief Financial Officer and Treasurer

EMERALD DRILLER COMPANY,

as Guarantor

By:  

/s/ Douglas G. Smith

Name:   Douglas G. Smith
Title:   Chief Financial Officer and Treasurer

VANTAGE HOLDINGS MALAYSIA I CO.,

as Guarantor

By:  

/s/ Douglas G. Smith

Name:   Douglas G. Smith
Title:   Chief Financial Officer and Treasurer

VANTAGE DRILLING (MALAYSIA) I SDN.

BHD.,

as Guarantor

By:  

/s/ Ronald J. Nelson

Name:   Ronald J. Nelson
Title:   Director

 

[Signature Page to Second Supplemental Indenture]


VANTAGE DRILLING LABUAN I LTD.,

as Guarantor

By:  

/s/ Ronald J. Nelson

Name:   Ronald J. Nelson
Title:   Director

DRAGONQUEST HOLDINGS COMPANY,

as Guarantor

By:  

/s/ Douglas G. Smith

Name:   Douglas G. Smith
Title:   Chief Financial Officer and Treasurer
VANTAGE DRILLING POLAND – LUXEMBOURG BRANCH, as Guarantor
By:  

/s/ Ian Foulis

Name:   Ian Foulis
Title:   Branch Manager
VANTAGE HOLDINGS CYPRUS ODC LIMITED, as Guarantor
By:  

/s/ Mark Howell

Name:   Mark Howell
Title:   Director
VANTAGE DEEPWATER COMPANY, as Guarantor
By:  

/s/ Douglas G. Smith

Name:   Douglas G. Smith
Title:   Chief Financial Officer and Treasurer

 

[Signature Page to Second Supplemental Indenture]


VANTAGE DEEPWATER DRILLING INC., as Guarantor

By:  

/s/ Douglas G. Smith

Name:   Douglas G. Smith
Title:   Chief Financial Officer and Treasurer
TUNGSTEN EXPLORER COMPANY, as Guarantor
By:  

/s/ Douglas G. Smith

Name:   Douglas G. Smith
Title:   Chief Financial Officer and Treasurer
VANTAGE DELAWARE HOLDINGS, LLC, as Guarantor
By:  

/s/ Douglas G. Smith

Name:   Douglas G. Smith
Title:   Chief Financial Officer and Treasurer

 

[Signature Page to Second Supplemental Indenture]


WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:  

/s/ Patrick T. Giordano

Name:   Patrick T. Giordano
Title:   Vice President

 

[Signature Page to Second Supplemental Indenture]