EX-4.4



 Exhibit 4.4 

EXECUTION VERSION 
  

 
 SUPPLEMENTAL INDENTURE 

Dated as of June 8, 2016 

Among 
 VANTAGE DRILLING
INTERNATIONAL (f/k/a 
 OFFSHORE GROUP INVESTMENT LIMITED), 

as Company, 
 THE GUARANTORS PARTY
HERETO, 
 as Guarantors, 
 and

 U.S. BANK NATIONAL ASSOCIATION, 

as Trustee and Noteholder Collateral Agent 

1% / 12% STEP-UP SENIOR SECURED THIRD LIEN CONVERTIBLE NOTES DUE 2030 

 
  







 THIS SUPPLEMENTAL INDENTURE (“Supplemental Indenture”), dated as of June 8,
2016 (the “Amendment Date”), among Vantage Drilling International (f/k/a Offshore Group Investment Limited), a Cayman Islands exempted company (the “Company”), the guarantors listed on the signature pages hereto
(the “Guarantors”) and U.S. Bank National Association, not in its individual capacity but solely as trustee (together with its successors and assigns, in such capacity, the “Trustee”) and not in its individual
capacity but solely as noteholder collateral agent (together with its successors and assigns, in such capacity, the “Noteholder Collateral Agent”) to the indenture dated as of February 10, 2016 (the “Existing
Indenture”, and the Existing Indenture, as amended and supplemented by this Supplemental Indenture, the “Indenture”). 

W I T N E S S E T H 

WHEREAS, pursuant to the Existing Indenture, the Company has issued a total of $749,983,372.99 aggregate principal amount of 1% / 12%
Step-Up Senior Secured Third Lien Convertible Notes due 2030 (the “Notes”); 
 WHEREAS, the Company, the
Guarantors and certain Holders of the Notes (the “Consenting Holders”) have determined that it is in the best interests of the Company and the Consenting Holders to make certain amendments to the Existing Indenture, as set forth in
this Supplemental Indenture; 
 WHEREAS, the Company and Guarantors have each duly authorized the execution and delivery of this
Supplemental Indenture; 
 WHEREAS, the Company requests that the Trustee and Noteholder Collateral Agent enter into and effect this
Supplemental Indenture; 
 WHEREAS, pursuant to Section 9.02 of the Existing Indenture, the parties hereto are authorized to execute
and deliver this Supplemental Indenture to effect the amendments specified herein with the consent of the Holders of a majority in principal amount of Notes then outstanding voting as a single class; 

WHEREAS, the Holders of a majority of the outstanding aggregate principal amount of the Notes have delivered to the Trustee and Noteholder
Collateral Agent written evidence of their consent to and direction to the Trustee and Collateral Agent to effect the amendments set forth in Section 2 hereof; 

WHEREAS, the Company and the Guarantors have been authorized by a resolution of their respective Boards of Directors or like governing body,
or the Board of Directors or like governing body of their ultimate sole or managing member, as the case may be, to enter into this Supplemental Indenture; and 

WHEREAS, all other acts and proceedings required by law, by the Existing Indenture and by the organizational documents of the Company and the
Guarantors to make this Supplemental Indenture a valid and binding agreement for the purposes expressed herein, in accordance with its terms, have been duly done and performed. 







 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, the Trustee and the Noteholder Collateral Agent mutually covenant and agree for the benefit of the Holders of the Notes as follows: 

1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Existing Indenture or in the preamble or recital
hereto are used herein as so defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any
particular section hereof. 
 2. Amendment to the Existing Indenture. Effective as of the Amendment Date: 

(i) Section 12.01(a)(1) of the Existing Indenture is hereby amended and restated in its entirety as follows (the language being added
pursuant to this amendment is underlined): 
 “(a) The Company and the Guarantors: 

 

	 	(1)	shall grant a Required Priority security interest in the Collateral as set forth in the Collateral Agreements to the Noteholder Collateral Agent for the benefit of the Third Lien Secured Parties, to secure the due and
punctual payment of the principal of, premium (including the Applicable Premium), if any, and interest on the Notes and amounts due hereunder and under the Note Guarantees when and as the same shall be due and payable, whether at Stated Maturity
thereof, on an Interest Payment Date, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (including the Applicable Premium), if any, and interest (to the extent permitted by law), if
any, on the Notes and the performance of all the Note Obligations of the Company and the Guarantors to the Holders, the Noteholder Collateral Agent and the Trustee under this Indenture, the Collateral Agreements, the Note Guarantees and the Notes,
subject to the terms of the Third Lien Intercreditor Agreement and any other Permitted Liens; provided that any capital stock and other securities of any of the Guarantors shall be excluded from the Collateral to
the extent the pledge of such capital stock or other securities to secure the Notes would cause such Guarantor to be required to file separate financial statements with the SEC pursuant to Rule 3-16 of Regulation S-X (as in
effect from time to time);” 








 (ii) Section 12.03(a) of the Existing Indenture is hereby amended and restated by deleting
the word “or” at the end of clause (6) thereof, and by amending and restating in its entirety clause (7) thereof to provide for an additional clause (8) as follows (the language being added pursuant to this amendment is
underlined): 
 “(7) as provided in the Third Lien Intercreditor Agreement; or 

(8) pursuant to and to give effect to the proviso in Section 12.01(a)(1).” 

3. Existing Indenture in Full Force and Effect. Except as expressly provided herein, all of the terms, provisions and conditions
of the Existing Indenture and the Notes shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be
bound hereby. 
 4. Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS
SUPPLEMENTAL INDENTURE. 
 5. Counterparts and Delivery. 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. The Trustee
and the Noteholder Collateral Agent. The Trustee and the Noteholder Collateral Agent 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 Company and Guarantors. 
 7. Headings. The
headings of the Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions
hereof. 
 [Signature Pages Follow] 







 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed, all as of the date first written above. 
  

			
	The Company:
	
	VANTAGE DRILLING INTERNATIONAL
		
	By:	 	 /s/ Douglas G. Smith

		 	    Name: Douglas G. Smith
		 	    Title:   Chief Financial Officer


  

			
	Guarantors:
	
	DRAGONQUEST HOLDINGS COMPANY
		
	By:	 	 /s/ Douglas G. Smith

		 	    Name: Douglas G. Smith
		 	    Title:   Chief Financial Officer
	
	EMERALD DRILLER COMPANY
		
	By:	 	 /s/ Douglas G. Smith

		 	    Name: Douglas G. Smith
		 	    Title:   Chief Financial Officer
	
	P2020 RIG CO.
		
	By:	 	 /s/ Douglas G. Smith

		 	    Name: Douglas G. Smith
		 	    Title:   Chief Financial Officer









 
			
	P2021 RIG CO.
		
	By:	 	 /s/ Douglas G. Smith

		 	    Name: Douglas G. Smith
		 	    Title:   Chief Financial Officer


  

			
	PT. VANTAGE DRILLING COMPANY INDONESIA
		
	By:	 	 /s/ James Angus Goudie

		 	    Name: James Angus Goudie
		 	    Title:   President Director
	
	SAPPHIRE DRILLER COMPANY
		
	By:	 	 /s/ Douglas G. Smith

		 	    Name: Douglas G. Smith
		 	    Title:   Chief Financial Officer
	
	VANTAGE DEEPWATER COMPANY
		
	By:	 	 /s/ Douglas G. Smith

		 	    Name: Douglas G. Smith
		 	    Title:   Chief Financial Officer
	
	VANTAGE DEEPWATER DRILLING, INC.
		
	By:	 	 /s/ Douglas G. Smith

		 	    Name: Douglas G. Smith
		 	    Title:   Chief Financial Officer









 
			
	VANTAGE DELAWARE HOLDINGS, LLC
		
	By:	 	 /s/ Douglas G. Smith

		 	    Name: Douglas G. Smith
		 	    Title:   Chief Financial Officer


  

			
	VANTAGE DRILLER I CO.
		
	By:	 	 /s/ Douglas G. Smith

		 	    Name: Douglas G. Smith
		 	    Title:   Chief Financial Officer
	
	VANTAGE DRILLER II CO.
		
	By:	 	 /s/ Douglas G. Smith

		 	    Name: Douglas G. Smith
		 	    Title:   Chief Financial Officer
	
	VANTAGE DRILLER III CO.
		
	By:	 	 /s/ Douglas G. Smith

		 	    Name: Douglas G. Smith
		 	    Title:   Chief Financial Officer
	
	VANTAGE DRILLER IV CO.
		
	By:	 	 /s/ Douglas G. Smith

		 	    Name: Douglas G. Smith
		 	    Title:   Chief Financial Officer









 
			
	VANTAGE DRILLER VI CO.
		
	By:	 	 /s/ Douglas G. Smith

		 	    Name: Douglas G. Smith
		 	    Title:   Chief Financial Officer


  

			
	VANTAGE DRILLING AFRICA
		
	By:	 	 /s/ Douglas G. Smith

		 	    Name: Douglas G. Smith
		 	    Title:   Chief Financial Officer
	
	VANTAGE DRILLING (MALAYSIA) I SDN. BHD.
		
	By:	 	 /s/ Kenneth Howden

		 	    Name: Kenneth Howden
		 	    Title:   Director
	
	VANTAGE DRILLING LABUAN I LTD.
		
	By:	 	 /s/ Ronald J. Nelson

		 	    Name: Ronald J. Nelson
		 	    Title:   Director
	
	VANTAGE DRILLING NETHERLANDS B.V.
		
	By:	 	 /s/ Rui Miguel Silva Gomes

		 	    Name: Rui Miguel Silva Gomes
		 	    Title:   Managing Director









 
			
	VANTAGE DRILLER ROCO S.R.L.
		
	By:	 	 /s/ Ronald J. Nelson

		 	    Name: Ronald J. Nelson
		 	    Title:   Director
	
	VANTAGE DRILLER ROCO – LUXEMBOURG BRANCH
		
	By:	 	 /s/ Ronald J. Nelson

		 	    Name: Ronald J. Nelson
		 	    Title:   Director
	
	VANTAGE ENERGY SERVICES, INC.
		
	By:	 	 /s/ Douglas G. Smith

		 	    Name: Douglas G. Smith
		 	    Title:   Chief Financial Officer
	
	VANTAGE HOLDING HUNGARY KFT.
		
	By:	 	 /s/ Rui Miguel Silva Gomes

		 	    Name: Rui Miguel Silva Gomes
		 	    Title:   Managing Director
	
	VANTAGE HOLDINGS CYPRUS ODC LIMITED
		
	By:	 	 /s/ Rui Miguel Silva Gomes

		 	    Name: Rui Miguel Silva Gomes
		 	    Title:   Director









 
			
	VANTAGE HOLDINGS MALAYSIA I CO.
		
	By:	 	 /s/ Douglas G. Smith

		 	    Name: Douglas G. Smith
		 	    Title:   Chief Financial Officer
	
	VANTAGE INTERNATIONAL MANAGEMENT CO.
		
	By:	 	 /s/ Douglas G. Smith

		 	    Name: Douglas G. Smith
		 	    Title:   Chief Financial Officer
	
	VANTAGE INTERNATIONAL MANAGEMENT COMPANY PTE. LTD.
		
	By:	 	 /s/ Ronald J. Nelson

		 	    Name: Ronald J. Nelson
		 	    Title:   Director


  







 
			
	U.S. BANK NATIONAL ASSOCIATION,
	as Noteholder Collateral Agent
		
	By:	 	     /s/ Melissa F. Vachon

		 	Name: Melissa F. Vachon
		 	Title:   Vice President


  

			
	U.S. BANK NATIONAL ASSOCIATION,
	as Trustee
		
	By:	 	     /s/ Melissa F. Vachon

		 	Name: Melissa F. Vachon
		 	Title:   Vice President