8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 3, 2012

Vantage Drilling Company

(Exact name of registrant as specified in its charter)

Cayman Islands	001-34094	N/A
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
777 Post Oak Boulevard, Suite 800 Houston, Texas		77056
(Address of principal executive offices)		(Zip Code)

(281) 404-4700

(Registrant’s telephone number, including area code)

(Not Applicable)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following (See General Instruction A.2 below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

On December 3, 2012, Offshore Group Investment Limited (“OGIL”), a wholly-owned subsidiary of Vantage Drilling Company (“Vantage”), entered into a Seventh Supplemental Indenture which added Vantage’s wholly-owned subsidiary, PT. Vantage Drilling Company Indonesia (“Vantage Indonesia”), as an additional guarantor to the existing indenture dated as of July 30, 2010 (the “2015 Notes Indenture”), as amended, and clarified certain timing requirements relating to required deliveries under the 2015 Notes Indenture. On the same date, OGIL entered into a First Supplemental Indenture which added Vantage Indonesia as an additional guarantor to the existing indenture dated as of October 25, 2012.

Further, on December 3, 2012, Vantage Indonesia also entered into a joinder agreement joining it to the Term Loan Agreement dated as of October 25, 2012 among OGIL and Vantage Delaware Holdings, LLC as Borrowers, the guarantors and lenders party thereto, Citibank, N.A. as Administrative Agent, and Wells Fargo Bank, National Association as Collateral Agent (the “Term Loan”), whereby Vantage Indonesia agreed to guarantee the obligations under the Term Loan. On the same date, Vantage Indonesia executed a joinder joining it to the Credit Agreement dated as of June 21, 2012 among OGIL, Vantage, the subsidiary guarantors party thereto, and Royal Bank of Canada, as Administrative Agent, as amended (the “Revolving Facility”), whereby Vantage Indonesia agreed to guarantee the obligations under the Revolving Facility.

The foregoing description of the agreements filed herewith does not purport to be complete and is qualified in its entirety by reference to the full text of the agreements, which are attached hereto as Exhibits 4.1, 4.2, 10.1 and 10.2, and the contents thereof are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Exhibit Description
4.1	Seventh Supplemental Indenture dated as of December 3, 2012 among OGIL, Vantage, PT. Vantage Drilling Company Indonesia, the subsidiary guarantors party thereto, and Wells Fargo Bank, National Association, as trustee and collateral trustee.
4.2	First Supplemental Indenture dated as of December 3, 2012 among PT. Vantage Drilling Company Indonesia, OGIL, Vantage, the subsidiary guarantors party thereto, and Wells Fargo Bank, National Association, as trustee.
10.1	Joinder Agreement dated as of December 3, 2012 between PT. Vantage Drilling Company Indonesia and Citibank, N.A. as administrative agent under the Term Loan Agreement dated October 25, 2012.
10.2	Joinder Agreement dated December 3, 2012 executed by PT. Vantage Drilling Company Indonesia relating to the Revolving Facility dated as of June 21, 2012 as amended.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VANTAGE DRILLING COMPANY
Date: December 6, 2012	By:	/s/ Douglas G. Smith
		Douglas G. Smith Chief Financial Officer

INDEX TO EXHIBITS

Exhibit Number	Exhibit Description
4.1	Seventh Supplemental Indenture dated as of December 3, 2012 among OGIL, Vantage, PT. Vantage Drilling Company Indonesia, the subsidiary guarantors party thereto, and Wells Fargo Bank, National Association, as trustee and collateral trustee.
4.2	First Supplemental Indenture dated as of December 3, 2012 among PT. Vantage Drilling Company Indonesia, OGIL, Vantage, the subsidiary guarantors party thereto, and Wells Fargo Bank, National Association, as trustee.
10.1	Joinder Agreement dated as of December 3, 2012 between PT. Vantage Drilling Company Indonesia and Citibank, N.A. as administrative agent under the Term Loan Agreement dated October 25, 2012.
10.2	Joinder Agreement dated December 3, 2012 executed by PT. Vantage Drilling Company Indonesia relating to the Revolving Facility dated as of June 21, 2012 as amended.

EX-4.1

Exhibit 4.1

OFFSHORE GROUP INVESTMENT LIMITED

AND EACH OF THE GUARANTORS PARTY HERETO

11 ¹/₂% SENIOR SECURED FIRST LIEN NOTES DUE 2015

SEVENTH SUPPLEMENTAL INDENTURE

Dated as of December 3, 2012

Wells Fargo Bank, National Association,

as Trustee and Noteholder Collateral Agent

THIS SEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 3, 2012, is by and among Offshore Group Investment Limited, a Cayman Islands exempted company (the “Company”), Vantage Drilling Company, a Cayman Islands exempted company (“Parent”), as a guarantor, PT. Vantage Drilling Company Indonesia, a company organized under the laws of Indonesia (the “Additional Guarantor”), the other existing guarantors to the Indenture (as defined below) (the “Existing Guarantors”, 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, the Guarantors and the Trustee and Noteholder Collateral Agent have executed and delivered that certain Indenture dated as of July 30, 2010 (the “Original Indenture”), providing for the issuance of the Company’s 11 ¹/₂% Senior Secured First Lien Notes due 2015 (the “Notes”), as amended by the First Supplemental Indenture dated as of May 20, 2011 (the “First Supplemental Indenture”), the Second Supplemental Indenture dated as of June 1, 2011 (the “Second Supplemental Indenture”), the Third Supplemental Indenture dated as of June 29, 2011 (the “Third Supplemental Indenture”), the Fourth Supplemental Indenture dated as of April 2, 2012 (the “Fourth Supplemental Indenture”), the Fifth Supplemental Indenture dated as of April 20, 2012 (the “Fifth Supplemental Indenture”), the Sixth Supplemental Indenture dated as of October 25, 2012 (the “Sixth Supplemental Indenture” and together with the Original Indenture, First Supplemental Indenture, Second Supplemental Indenture, Third Supplemental Indenture, Fourth Supplemental Indenture and Fifth Supplemental Indenture, the “Indenture”);

WHEREAS, Section 9.01 of the Indenture provides that the Indenture or the Notes may be amended without the consent of any Holder to, among other things, cure any ambiguity, defect or inconsistency;

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;

WHEREAS, pursuant to Sections 9.01 and 9.06 of the Indenture, the Trustee and Noteholder Collateral Agent is authorized to execute and deliver this Supplemental Indenture; and

WHEREAS, the Company desires to enter into, and, pursuant to the foregoing authority, has requested the Trustee and Noteholder Collateral Agent to join with it and the Guarantors in entering into, this Supplemental Indenture for the purpose of amending the Indenture and the Notes in certain respects as permitted by Section 9.01 of the Indenture (the “Proposed Amendments”).

NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the benefit of the others and for the equal and ratable benefit of the Holders, as follows:

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ARTICLE I

AMENDMENTS TO THE INDENTURE AND THE NOTES

Section 1.1 Amendments to the Indenture and Notes. The Indenture and the Notes are hereby amended by:

(a) amending and restating the next to last sentence of Section 4.14(b) as follows: “Parent or the Company shall be required to designate each applicable Subsidiary to become a Restricted Subsidiary and a Guarantor and pledge its assets and property as Collateral pursuant to Section 4.13 (“Additional Note Guarantees”) and shall be required to comply with the conditions set forth in this clause (b) of this Section 4.14 in connection therewith within the time period set forth in Section 4.13.”

(b) amending Section 12.08(b) to replace “not later than 10 Business Days after the date of such Contract Winning Trigger” with “within the time period set forth in Section 4.13 (“Additional Note Guarantees”).

Section 1.2 Additional Amendments. Any and all additional provisions of the Indenture and the Notes are hereby deemed to be amended to reflect the intentions of the amendments provided for in this Article I.

ARTICLE II

ADDITIONAL GUARANTORS

Section 2.1 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 (as amended hereby), including but not limited to Section 4.13 and Article 11 thereof, and subject to the limitations therein.

ARTICLE III

MISCELLANEOUS PROVISIONS

Section 3.1 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.

Section 3.2 Indenture. Except as expressly amended hereby, the Indenture and the Notes are in all respects ratified and confirmed and all the terms shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby and all terms and conditions of both shall be read together as though they constitute a single instrument.

Section 3.3 Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

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Section 3.4 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.

Section 3.5 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.

Section 3.6 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.

Section 3.7 Trustee Disclaimer. The Trustee and Noteholder Collateral Agent accepts the amendments of the Indenture effected by 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.

Section 3.8 Effectiveness. The Proposed Amendments effected by this Supplemental Indenture shall take effect immediately upon the provision by the Company to the Trustee of the Officers’ Certificate and Opinion of Counsel described in Section 9.06 of the Indenture.

Section 3.9 TIA Controls. If any provision of this Supplemental Indenture limits, qualifies or conflicts with another provision that is required to be included in this Supplemental Indenture or the Indenture by the TIA, as in force at the date that this Supplemental Indenture is executed, the provisions required by the TIA shall control.

Section 3.10 Supplemental Indenture Controls. In the event there is any conflict or inconsistency between the Indenture and this Supplemental Indenture, the provisions of this Supplemental Indenture shall control.

Section 3.11 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]

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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

PT. VANTAGE DRILLING COMPANY INDONESIA, as Guarantor
By:	/s/ David C. 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

[Signature Page to Seventh Supplemental Indenture]

VANTAGE INTERNATIONAL MANAGEMENT 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
By:	/s/ TMF Management B.V.
	Name:	TMF Management B.V.
	Title:	Managing Director B
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
VANTAGE DRILLER I CO., as Guarantor
By:	/s/ Douglas G. Smith
	Name:	Douglas G. Smith
	Title:	Chief Financial Officer and Treasurer

[Signature Page to Seventh 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

[Signature Page to Seventh Supplemental Indenture]

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
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

[Signature Page to Seventh Supplemental Indenture]

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
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 Seventh 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 Seventh Supplemental Indenture]

EX-4.2

Exhibit 4.2

FIRST SUPPLEMENTAL INDENTURE

This FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is dated as of December 3, 2012, among PT. Vantage Drilling Company Indonesia (the “Guaranteeing Subsidiary”), 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 October 25, 2012 providing for the issuance of 7.5% Senior Secured First Lien Notes due 2019 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary 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 Subsidiary 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 Subsidiary hereby agrees to provide an unconditional Note Guarantee 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.

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 Subsidiary and the Company.

-2-

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:
	Title:

VANTAGE DRILLING COMPANY,
as Parent and as a Guarantor
By:	/s/ Douglas G. Smith
	Name:
	Title:

PT. VANTAGE DRILLING COMPANY INDONESIA, as Guarantor
By:	/s/ David C. Tait
	Name:	David C. 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

[Signature Page to First Supplemental Indenture]

VANTAGE INTERNATIONAL MANAGEMENT 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

By:	/s/ TMF Management B.V.
	Name:	TMF Management B.V.
	Title:	Managing Director B

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

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

[Signature Page to First 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

[Signature Page to First Supplemental Indenture]

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 Nelson
	Name: Ronald Nelson
	Title:   Director
VANTAGE DRILLING LABUAN I LTD., as Guarantor
By:	/s/ Ronald Nelson
	Name: Ronald 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

[Signature Page to First Supplemental Indenture]

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
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 First Supplemental Indenture]

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

[Signature Page to First Supplemental Indenture]

EX-10.1

Exhibit 10.1

JOINDER AGREEMENT

THIS JOINDER AGREEMENT (this “Agreement”), dated as of December 3, 2012, is entered into between PT VANTAGE DRILLING COMPANY INDONESIA, a limited liability company organized under the laws of the Republic of Indonesia (the “New Subsidiary”) and CITIBANK, N.A. as administrative agent (the “Administrative Agent”) under that certain Term Loan Agreement, dated as of October 25, 2012 (as the same may be amended, modified, extended or restated from time to time, the “Term Loan Agreement”) among Offshore Group Investment Limited, a Cayman Islands exempted company (the “Administrative Borrower”), Vantage Delaware Holdings, LLC, a Delaware limited liability company (the “US Borrower” and, together with the Administrative Borrower, the “Borrowers”), the Lenders from time to time party thereto, the Administrative Agent and Wells Fargo, National Association, as collateral agent (the “Collateral Agent” and, together with the Administrative Agent, the “Agents”). All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Term Loan Agreement.

The New Subsidiary and the Administrative Agent hereby agree as follows:

1. The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will be deemed to be a Credit Party under the Term Loan Agreement and a Guarantor for all purposes of the Term Loan Agreement and shall have all of the obligations of a Credit Party and a Guarantor thereunder as if it had executed the Term Loan Agreement. The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Term Loan Agreement, including without limitation (a) all of the representations and warranties of the Credit Parties set forth in Article III of the Term Loan Agreement, (b) all of the covenants set forth in Article VI of the Term Loan Agreement and (c) all of the guarantee obligations set forth in Article IX of the Term Loan Agreement. Without limiting the generality of the foregoing terms of this paragraph 1, the New Subsidiary hereby guarantees, jointly and severally with the other Guarantors, to each Agent and the Lenders, as provided in Article IX of the Term Loan Agreement, the prompt payment of the Loan Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof and agrees that if any of the Loan Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the New Subsidiary will, jointly and severally together with the other Guarantors, promptly pay the same and that in the case of any extension of time of payment or renewal of any of the Loan Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

2. If required, the New Subsidiary is, simultaneously with the execution of this Agreement, executing and delivering such Security Documents (and such other documents and instruments) as requested by the Administrative Agent or the Collateral Agent in accordance with the Term Loan Agreement.

3. The address of the New Subsidiary for purposes of Section 10.02 of the Term Loan Agreement is as follows:

Graha Mampang Building, 5th Floor

JI. Mampang Prapatan Rya No. 100 Kel. Duren Tiga, Kec. Pancoran Jakarta Selatan

Indonesia

4. The New Subsidiary hereby waives acceptance by any Secured Party of the guarantee by the New Subsidiary upon the execution of this Agreement by the New Subsidiary.

5. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.

6. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

[Signature Pages Follow]

IN WITNESS WHEREOF, the New Subsidiary has caused this Agreement to be duly executed by its authorized officer and the Administrative Agent has caused the same to be accepted by its authorized officer, as of the day and year first above written.

PT. VANTAGE DRILLING COMPANY INDONESIA
By:	/s/ David Tait
Name:	David Tait
Title:	Director

[Signature Page to Term Loan Joinder Agreement]

Acknowledged and accepted:
CITIBANK, N.A.
By:	/s/ Christopher Abbate
Name:	Christopher Abbate
Title:	Vice President

[Signature Page to Term Loan Joinder Agreement]

EX-10.2

Exhibit 10.2

JOINDER AGREEMENT

December 3, 2012

Royal Bank of Canada – as the Administrative Agent

WFC Branch

Three World Financial Center

200 Vesey Street

New York, NY 10281-8098

Royal Bank of Canada

3900 Williams Tower

2800 Post Oak Blvd.

Houston, Texas 77056

Attn: Jay Sartain

Re: Credit Agreement, dated as of June 21, 2012 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among OFFSHORE GROUP INVESTMENT LIMITED, a Cayman Islands exempted company (the “Borrower”), the Guarantors party thereto, Royal Bank of Canada, as the Administrative Agent, and the Lenders from time to time party thereto

Ladies and Gentlemen:

Reference is made to the Credit Agreement and to the Guarantee set forth in Article VIII thereof in favor of the Administrative Agent, for the benefit of the Lenders (as heretofore amended, supplemented, modified or restated, the “Original Guaranty”; such Original Guaranty, as in effect on the date hereof and as it may hereafter be amended, supplemented or otherwise modified from time to time, together with this Joinder Agreement, being the “Guaranty”). The capitalized terms defined in the Credit Agreement and not otherwise defined herein are used herein as therein defined.

SECTION 1. GUARANTY.

(a) The undersigned hereby irrevocably, absolutely, and unconditionally guarantees to each Lender the prompt, complete, and full payment when due, and no matter how the same shall become due, of all Obligations, as defined in the Credit Agreement, including all principal of and all interest on the Advances, and all other sums payable in connection therewith.

(b) The undersigned hereby irrevocably, absolutely, and unconditionally guarantees to each Lender the prompt, complete and full payment, when due, and no matter how the same shall become due, of all obligations and undertakings of the Borrower to such Lender under, by reason of, or pursuant to any of the Loan Documents.

(c) If the Borrower shall for any reason fail to pay any Obligation, as and when such Obligation shall become due and payable, whether at its stated maturity, as a result of the exercise of any power to accelerate, or otherwise, each of the undersigned will, upon demand by the Administrative Agent, pay such Obligation in full to the Administrative Agent for the benefit of the Lender to whom such Obligation is owed.

(d) If either the Borrower or any of the undersigned fail to pay any Obligation as described in the immediately preceding subsections (a), (b), or (c), each of the undersigned will incur the additional obligation to pay to the Administrative Agent, and each of the undersigned will forthwith upon demand by the Administrative Agent pay to the Administrative Agent, the amount of any and all reasonable expenses, including fees and disbursements of the Administrative Agent’s counsel and of any experts or agents retained by the Administrative Agent, which the Administrative Agent may incur as a result of such failure.

(e) The liability of each of the undersigned hereunder shall be limited to the maximum amount of liability that can be incurred without rendering this Guaranty, as it relates to such Person, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount.

(f) The books and records of the Lenders showing the amount of any of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantors and conclusive for the purpose of establishing the amount of the Obligations.

SECTION 2. OBLIGATIONS UNDER THE GUARANTY. The undersigned hereby agrees, as of the date first above written, to be bound as a Guarantor by all of the terms and conditions of the Guaranty to the same extent as each of the other Guarantors thereunder. The undersigned further agrees, as of the date first above written, that each reference in the Guaranty to a “Guarantor” shall also mean and be a reference to the undersigned, and each reference in any other Loan Document to a “Guarantor” shall also mean and be a reference to the undersigned.

SECTION 3. COUNTERPARTS; EFFECTIVENESS. This Joinder Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Joinder Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Joinder Agreement.

SECTION 4. GOVERNING LAW; SUBMISSION TO JURISDICTION.

(a) GOVERNING LAW. THIS GUARANTY SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b) SUBMISSION TO JURISDICTION. EACH OF THE UNDERSIGNED IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY SUPPLEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE UNDERSIGNED IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE UNDERSIGNED AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS JOINDER AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE ISSUING BANK MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS JOINDER AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY OF THE UNDERSIGNED OR ANY OF THEIR PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c) WAIVER OF VENUE. EACH OF THE UNDERSIGNED IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY SUPPLEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d) SERVICE OF PROCESS. EACH OF THE UNDERSIGNED HEREBY IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR IN SECTION 10.14 OF THE CREDIT AGREEMENT. NOTHING IN THIS JOINDER AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

Section 5. WAIVER OF JURY TRIAL. EACH OF THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS JOINDER AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY THEORY). EACH OF THE UNDERSIGNED HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS JOINDER AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 6. FINAL AGREEMENT. THIS JOINDER AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETO.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

IN WITNESS WHEREOF, the undersigned has executed and delivered this Joinder Agreement as of the date first written above.

Very truly yours,
PT VANTAGE DRILLING COMPANY INDONESIA
By:	/s/ David Tait
	Name: David Tait
	Title: Director

Address of Guarantor:

c/o Vantage Drilling Company

777 Post Oak Boulevard, Suite 800

Houston, TX 77056

Attention: Douglas Smith, Chief Financial Officer

[Joinder Signature Page]