Third Supplemental Indenture



 Exhibit 4.1 

 
  
 OFFSHORE GROUP INVESTMENT LIMITED 
 AND EACH OF THE GUARANTORS PARTY HERETO

 111/2 % SENIOR SECURED FIRST LIEN NOTES DUE 2015 

 
  

THIRD SUPPLEMENTAL INDENTURE 
 Dated as of June 29, 2011 
  

 
 Wells Fargo
Bank, National Association, 
  
  

as Trustee and Noteholder Collateral Agent 
  

 
  

 







 THIS THIRD SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”), dated as of June 29, 2011, is by and among Offshore Group Investment Limited, a Cayman Islands exempted company (the “Company”), Vantage Driller III Co., a Cayman Islands exempted company (the
“Additional Guarantor”), Vantage Drilling Company, a Cayman Islands exempted company (“Parent”), as a guarantor, together with the other existing guarantors to the Indenture (as defined below) (the
“Existing Guarantors,” and together with Parent and the Additional Guarantor, the “Guarantors ”) and Wells Fargo Bank, National Association, and any and all successors thereto, as trustee (in such capacity,
the “Trustee”) and as collateral agent (in such capacity, the “Noteholder Collateral Agent ”). 
 WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of July 30, 2010 providing for the issuance of 111/2% Senior Secured First Lien Notes due 2015 (the “Notes”), as amended by the First Supplemental Indenture
dated as of May 20, 2011 and the Second Supplemental Indenture dated as of June 1, 2011 (the “Indenture”); 
 WHEREAS, the Indenture provides that under certain circumstances certain Subsidiaries of Parent or the Company will be required to become a guarantor under the Indenture and that such additional
guarantors will, among other things, execute and deliver to the Trustee a supplemental indenture and Note Guarantee pursuant to which each such additional guarantor shall unconditionally guarantee all of the Company’s Obligations under the
Notes and the Indenture on the terms and conditions set forth herein and therein; 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 Company, the Guarantors and the Trustee mutually covenant
and agree for the equal and ratable benefit of the Holders of the Notes as follows: 
 1. Agreement to Guarantee.
The Additional Guarantor hereby agrees to provide an unconditional Note Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and the Indenture, including but not limited to Section 4.13 and Article 11 thereof,
and subject to the limitations therein. 
 2. 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. 
 3. Defined Terms. For all purposes of this Supplemental
Indenture, except as otherwise defined or unless the context otherwise requires, terms used in capitalized form in this Supplemental Indenture and defined in the Indenture have the meanings specified in the Indenture. 







 4. Indenture Documents. Except as expressly amended hereby or in connection
herewith, the Indenture Documents are in all respects ratified and confirmed and all the terms shall remain in full force and effect and the Company and every Guarantor acknowledge that they are bound hereby and thereby. This Supplemental Indenture
shall form a part of the Indenture for all purposes and all terms and conditions of both shall be read together as though they constitute a single instrument. 
 5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

6. Successors. All agreements of the Company and the Guarantors in this Supplemental Indenture and the Notes shall bind
their respective successors. All agreements of the Trustee and Noteholder Collateral Agent in this Supplemental Indenture shall bind their successors. 
 7. Duplicate Originals. All parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same
agreement. It is the express intent of the parties to be bound by the exchange of signatures on this Supplemental Indenture via telecopy or other form of electronic transmission. 

8. Severability. In case any one or more of the provisions in this Supplemental Indenture shall be held invalid, illegal or
unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of
the provisions hereof shall be enforceable to the full extent permitted by law. 
 9. Trustee Disclaimer. The
Trustee and Noteholder Collateral Agent accepts this Supplemental Indenture and agrees to execute the trust created by the Indenture as hereby amended, but on the terms and conditions set forth in the Indenture, including the terms and provisions
defining and limiting the liabilities and responsibilities of the Trustee and Noteholder Collateral Agent, which terms and provisions shall in like manner define and limit its liabilities and responsibilities in the performance of the trust created
by the Indenture as hereby amended, and without limiting the generality of the foregoing, the Trustee and Noteholder Collateral Agent shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements
contained herein, all of which recitals or statements are made solely by the Company and the Guarantors, and the Trustee and Noteholder Collateral Agent make no representation with respect to any such matters. Additionally, the Trustee and
Noteholder Collateral Agent make no representations as to the validity or sufficiency of this Supplemental Indenture. 
 10.
Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof. 
 [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 







 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 HOLDING HUNGARY KFT,
 as Guarantor

		
	By:	 	/s/ Julia Varga
		 	Name: Julia Varga
		 	Title:   Managing Director
		
	By:	 	/s/ Linda J. Ibrahim
		 	Name: Linda J. Ibrahim
		 	Title:   Managing Director


 [Signature Page to Third Supplemental Indenture] 







 
			
	VANTAGE DRILLING NETHERLANDS BY,
	as Guarantor
		
	By:	 	/s/ Linda J. Ibrahim
		 	Name: Linda J. Ibrahim
		 	Title:   Managing Director A
		
	By:	 	/s/ J. F. Verhaert
		 	Name: J. F. Verhaert
		 	Title:   Managing Director B
		 	            Attorney in Fact on behalf of
		 	            TMF Management B.V.
		
	By:	 	/s/ Lucas Duysens
		 	Name: Lucas Duysens
		 	Title:   Managing Director B
		 	             Attorney in Fact on behalf of

            TMF Management B.V.

	
	P2021 RIG CO., as Guarantor
		
	By:	 	/s/ Douglas G. Smith
		 	Name: Douglas G. Smith
		 	Title:   Chief Financial Officer and Treasurer
	
	VANTAGE INTERNATIONAL MANAGEMENT CO., as Guarantor
		
	By:	 	/s/ Douglas G. Smith
		 	Name: Douglas G. Smith
		 	Title:   Chief Financial Officer and Treasurer
	
	VANTAGE DRILLER I CO., as Guarantor
		
	By:	 	/s/ Douglas G. Smith
		 	Name: Douglas G. Smith
		 	Title:   Chief Financial Officer and Treasurer


 [Signature Page to Third Supplemental Indenture] 







 
			
	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 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
	
	 MANDARIN DRILLING CORPORATION, 
 as Guarantor

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


 [Signature Page to Third Supplemental Indenture] 







 
			
	P2020 RIG CO.,
	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/ Linda J. Ibrahim
		 	Name: Linda J. Ibrahim
		 	Title:   Director
	
	 VANTAGE DRILLING LABUAN I LTD., 
 as Guarantor

		
	By:	 	/s/ Linda J. Ibrahim
		 	Name: Linda J. Ibrahim
		 	Title:   Director


 [Signature Page to Third Supplemental Indenture] 







 
			
	WELLS FARGO BANK, NATIONAL
	ASSOCIATION, as Trustee
		
	 By:
	 	/s/ Patrick T. Giordano
		 	Name: Patrick T. Giordano
		 	Title:   Vice President
	
	WELLS FARGO BANK, NATIONAL
	ASSOCIATION, as Noteholder Collateral Agent
		
	 By:
	 	/s/ Patrick T. Giordano
		 	Name: Patrick T. Giordano
		 	Title:   Vice President


 [Signature Page to Third Supplemental Indenture]