SECOND SUPPLEMENTAL INDENTURE
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 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 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]