First Amendment to Credit Agreement dated as of August 13, 2012


 Exhibit 4.1 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
 THIS FIRST AMENDMENT TO CREDIT
AGREEMENT (this “Amendment”) dated as of August 13, 2012, is among OFFSHORE GROUP INVESTMENT LIMITED, a Cayman Islands exempted company (“Subsidiary Borrower”), VANTAGE DRILLING COMPANY, a Cayman
Islands exempted company (“Parent”), the Guarantors party hereto, the lenders party hereto (collectively, the “Lenders” and individually, a “Lender”), and ROYAL BANK OF CANADA, as Collateral
Agent for the Lenders. 
 W I T N E S S E T H 

WHEREAS, the Subsidiary Borrower, the Parent, the other Guarantors, the Lenders and the Collateral Agent are parties to the Credit
Agreement dated as of June 21, 2012 (as further amended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”); and 
 WHEREAS, the Subsidiary Borrower and the Parent have requested that the Credit Agreement be amended in the manner set forth herein. 

NOW, THEREFORE, in consideration of the premises and the mutual agreements, representations and warranties herein set forth, the Loan
Parties, the Lenders and the Collateral Agent do hereby agree as follows: 
 1. Amendments. 

(a) The Parent hereby ceases to be a Borrower under the Credit Agreement. The Parent represents and warrants that no Advances made to the
Parent are outstanding as of the date hereof and that the Parent shall not have the right to request further Advances or Letters of Credit under the Credit Agreement. 
 (b) Section 6.02(a) of the Credit Agreement is hereby amended by (a) deleting the word “and” at the end of subparagraph (xv) thereof; (b) replacing the period at the end of
subparagraph (xvi) with “; and”; and (c) adding the following new subparagraph (xvii) immediately following existing subparagraph (xvi): 
 “(xvii) the incurrence, from time to time in one or more offerings, by Parent of up to $125,000,000 aggregate principal amount of Debt convertible into ordinary shares of Parent, the proceeds of
which will be used to invest in Parent’s business.” 
 2. Conditions Precedent. This Amendment shall not become
effective until the date on which the Collateral Agent shall have received from the Loan Parties and each Lender counterparts of this Amendment signed on behalf of such part. 
 3. Representations True; No Default. The Loan Parties represent and warrant that the representations and warranties contained in the Loan Documents are true and correct in all material respects
(except that any such representations and warranties that are qualified by materiality shall be true and correct in all respects) on and as of the date hereof as though made 






 
on and as of such date, except to the extent any such representation or warranty is expressly limited to an earlier date, in which case, on and as of the date hereof, such representation
or warranty shall continue to be true and correct in all material respects as of such specified earlier date. The Subsidiary Borrower and the Parent hereby certify that no Default or Event of Default has occurred and is continuing. 

4. Ratification. Except as expressly amended hereby, the Loan Documents shall remain in full force and effect. The Credit
Agreement, as hereby amended, and all rights and powers created thereby or thereunder and under the other Loan Documents are in all respects ratified and confirmed and remain in full force and effect. 

5. Definitions and References. Any term used in this Amendment that is defined in the Credit Agreement shall have the meaning
therein ascribed to it. The terms “Agreement” and “Credit Agreement” as used in the Loan Documents or any other instrument, document or writing furnished to the Collateral Agent or the Lenders by the Loan Parties and referring to
the Credit Agreement shall mean the Credit Agreement as hereby amended. 
 6. Miscellaneous. This Amendment
(a) shall be binding upon and inure to the benefit of the Loan Parties, the Lenders and the Collateral Agent and their respective successors and assigns (provided, however, no party may assign its rights hereunder except in accordance with the
Agreement); (b) may be modified or amended only in accordance with the Agreement; (c) may be executed in several counterparts, and by the parties hereto on separate counterparts, and each counterpart, when so executed and delivered, shall
constitute an original agreement, and all such separate counterparts shall constitute but one and the same agreement, and (d) together with the other Loan Documents, embodies the entire agreement and understanding between the parties with
respect to the subject matter hereof and supersedes all prior agreements, consents and understandings relating to such subject matter. Delivery of an executed counterpart of a signature page to this Amendment by telecopy or as an attachment to an
email shall be effective as delivery of a manually executed counterpart of this Amendment. 
 7. Governing Law. This
Amendment is governed by and will be construed in accordance with the laws of the State of New York. 
 [Signature Pages
Follow] 

  
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 The parties hereto have caused this Amendment to be duly executed as of the day and year
first above written. 
  

			
	SUBSIDIARY BORROWER:
	
	OFFSHORE GROUP INVESTMENT LIMITED
		
	By: 	 	/s/ Douglas Smith
		 	Name: Douglas G. Smith
		 	Title:   CFO and Treasurer
	
	PARENT:
	
	VANTAGE DRILLING COMPANY
		
	By: 	 	/s/ Douglas Smith
		 	Name: Douglas G. Smith
		 	Title:   CFO and Treasurer


 Signature Page to First Amendment to Credit Agreement 






 
			
	GUARANTORS:
	
	VANTAGE DRILLING COMPANY
		
	By: 	 	/s/ Douglas Smith
		 	Name: Douglas G. Smith
		 	Title: CFO and Treasurer
	
	OFFSHORE GROUP INVESTMENT LIMITED
		
	By:	 	/s/ Douglas Smith
		 	Name: Douglas G. Smith
		 	Title: CFO and Treasurer
	
	VANTAGE HOLDING HUNGARY KFT.
		
	By:	 	/s/ Mark Howell
		 	Name: Mark Howell
		 	Title: Director
		
	By:	 	/s/ Julia Varga
		 	Name: Julia Varga
		 	Title: Managing Director
	
	VANTAGE INTERNATIONAL MANAGEMENT CO.
		
	By:	 	/s/ Douglas Smith
		 	Name: Douglas G. Smith
		 	Title: CFO and Treasurer
	
	VANTAGE DRILLING NETHERLANDS B.V.
		
	By:	 	/s/ Linda Ibrahim
		 	Name: Linda Ibrahim
		 	Title: Managing Director A
		
	By:	 	/s/ TMF Management, B.V.
		 	Name: TMF Management, B.V.
		 	Title: Managing Director B
	
	P2021 RIG CO.
		
	By:	 	/s/ Douglas Smith
		 	Name: Douglas G. Smith
		 	Title: CFO and Treasurer



  
 Signature Page
to First Amendment to Credit Agreement 







 
			
	 P2020 RIG CO.

		
	By: 	 	/s/ Douglas Smith
		 	Name: Douglas G. Smith
		 	Title: CFO and Treasurer
	
	 VANTAGE DRILLER I CO

		
	By:	 	/s/ Douglas Smith
		 	Name: Douglas G. Smith
		 	Title: CFO and Treasurer
	
	 VANTAGE DRILLER II CO

		
	By:	 	/s/ Douglas Smith
		 	Name: Douglas G. Smith
		 	Title: CFO and Treasurer
	
	 VANTAGE DRILLER III CO

		
	By:	 	/s/ Douglas Smith
		 	Name: Douglas G. Smith
		 	Title: CFO and Treasurer
	
	 VANTAGE DRILLER IV CO.

		
	By:	 	/s/ Douglas Smith
		 	Name: Douglas G. Smith
		 	Title: CFO and Treasurer
	
	 SAPPHIRE DRILLER COMPANY

		
	By:	 	/s/ Douglas Smith
		 	Name: Douglas G. Smith
		 	Title: CFO and Treasurer
	
	 EMERALD DRILLER COMPANY

		
	By:	 	/s/ Douglas Smith
		 	Name: Douglas G. Smith
		 	Title: CFO and Treasurer



  
 Signature Page
to First Amendment to Credit Agreement 







 
			
	VANTAGE HOLDINGS MALAYSIA I CO.
		
	By:	 	/s/ Douglas Smith
		 	Name: Douglas G. Smith
		 	Title: CFO and Treasurer
	
	VANTAGE DRILLING (MALAYSIA) I SDN. BHD.
		
	By:	 	/s/ Ronald J. Nelson
		 	Name: Ronald J. Nelson
		 	Title: Director
	
	VANTAGE DRILLING LABUAN I LTD.
		
	By:	 	/s/ Ronald J. Nelson
		 	Name: Ronald J. Nelson
		 	Title: Director
	
	DRAGONQUEST HOLDINGS COMPANY
		
	By:	 	/s/ Douglas Smith
		 	Name: Douglas G. Smith
		 	Title: CFO and Treasurer
	
	VANTAGE DRILLING POLAND – LUXEMBOURG BRANCH
		
	By:	 	/s/ Ian Foulis
		 	Name: Ian Foulis
		 	Title: Branch Manager
	
	VANTAGE HOLDINGS CYPRUS ODC LIMITED
		
	By:	 	/s/ Mark Howell
		 	Name: Mark Howell
		 	Title: Director
	
	 VANTAGE DEEPWATER COMPANY

		
	By:	 	/s/ Douglas Smith
		 	Name: Douglas G. Smith
		 	Title: CFO and Treasurer



  
 Signature Page
to First Amendment to Credit Agreement 







 
			
	VANTAGE DEEPWATER DRILLING, INC.
		
	By:	 	/s/ Douglas Smith
		 	Name: Douglas G. Smith
		 	Title: CFO and Treasurer



  
 Signature Page
to First Amendment to Credit Agreement 







 
			
	ROYAL BANK OF CANADA, as Collateral Agent and as a Lender
		
	By:	 	/s/ Jay T. Sartain
		 	Name: Jay T. Sartain
		 	Title: Authorized Signatory



  
 Signature Page
to First Amendment to Credit Agreement