EXHIBIT 4.4
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XXXXXX DRILLING COMPANY
and Subsidiary Guarantors
9 3/4% SENIOR NOTES DUE 2006
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SEVENTH SUPPLEMENTAL INDENTURE
Dated as of October 10, 2003
Supplementing the Indenture dated as of March 11, 1998
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JPMORGAN CHASE BANK,
as Trustee
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SEVENTH SUPPLEMENTAL INDENTURE
This Seventh Supplemental Indenture dated as of October 10,
2003 (the "Seventh Supplemental Indenture") is made and entered into by and
among Xxxxxx Drilling Company, a Delaware corporation (the "Company"), the
Restricted Subsidiaries executing as Subsidiary Guarantors (the "Subsidiary
Guarantors") and JPMorgan Chase Bank, a New York banking organization, as
Trustee (the "Trustee").
RECITALS OF THE COMPANY AND THE SUBSIDIARY GUARANTORS:
WHEREAS, the Company, the Subsidiary Guarantors and the
Trustee are parties to that certain Indenture dated as of March 11, 1998 (as
supplemented, the "Indenture") for the benefit of one another and for the
ratable benefit of the Holders of the 9 3/4% Senior Notes due 2006, Series D
(the "Notes"); and
WHEREAS, the Company has offered to purchase for cash any and
all of the outstanding Notes upon the terms and subject to the conditions set
forth in the Company's Offer to Purchase and Consent Solicitation Statement
dated September 24, 2003 (the "Offer to Purchase"); and
WHEREAS, in accordance with Section 9.02 of the Indenture, the
Trustee, the Company and the Subsidiary Guarantors may waive, amend or
supplement certain provisions of the Indenture with the consent of the Holders
of at least a majority of the aggregate principal amount of the Notes then
outstanding, including consents obtained in connection with a purchase of, or
tender offer for, the Notes; and
WHEREAS, Section 9.02 of the Indenture further provides that
the Trustee, the Company and the Subsidiary Guarantors may waive, amend or
supplement certain other provisions of the Indenture with the consent of Holders
of at least 66 2/3% of the aggregate principal amount of the Notes then
outstanding, including consents obtained in connection with a purchase of, or
tender offer for, the Notes; and
WHEREAS, concurrently with and as a condition to the Holders
participating in the Offer to Purchase, the Company has solicited consents from
the Holders to the amendments contained in this Seventh Supplemental Indenture,
and the Company has received consents thereto from Holders of at least 66 2/3%
of the aggregate principal amount of the Notes outstanding as of the date
hereof; and
WHEREAS, all conditions and requirements necessary to make
this Seventh Supplemental Indenture valid and binding upon the Company and the
Subsidiary Guarantors, and enforceable against the Company and the Subsidiary
Guarantors in accordance with its terms, have been performed and fulfilled;
NOW, THEREFORE, in consideration of the above premises, the
parties hereto mutually covenant and agree for the equal and ratable benefit of
the respective Holders of the Notes, as follows:
SECTION 1. Certain Terms Defined in the Indenture. All
capitalized terms used and not otherwise defined herein shall have the meanings
ascribed to them in the Indenture.
SECTION 2. Amendment of Certain Definitions.
The definition of Subsidiary Guarantor is amended to
delete "or any other Restricted Subsidiary that
provides a guarantee under the Senior Credit
Facility" from (i) thereof.
SECTION 3. Amendment to Certain Covenants.
(a) Sections 3.09, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08,
4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 5.01,
6.01(iii), 10.02 and 10.04 are deleted in their
entirety.
(b) Section 5.02 is amended to delete "in accordance with
Section 5.01 hereof" and "that meets the requirements
of Section 5.01 hereof".
(c) Section 10.05 is amended to delete "that any Net
Proceeds of such sale or other disposition are
applied in accordance with Section 4.10 hereof and
provided, further, however," therefrom.
SECTION 4. Effectiveness; Construction.
Section 4.1 Effectiveness. This Seventh Supplemental Indenture
shall become effective upon:
(a) the execution and delivery of this Seventh
Supplemental Indenture by the Company, the Subsidiary
Guarantors and the Trustee; and
(b) the delivery by the Company to the Trustee of the
Opinion of Counsel and an Officers' Certificate as
required pursuant to Sections 11.04 and 11.05 of the
Indenture and addressing the matters required
pursuant to such sections.
Section 4.2 Operative Time. The amendments contained in this
Seventh Supplemental Indenture shall become operative upon the purchase
by the Company of at least 66 2/3% of the aggregate principal amount of
the Notes outstanding on the date hereof pursuant to the Offer to
Purchase. After this Seventh Supplemental Indenture becomes effective,
the Company shall provide the notice required by Section 9.02 of the
Indenture.
Section 4.3 Instruments To Be Read Together. All terms and
conditions in this Seventh Supplemental Indenture shall form a part of
the Indenture as fully and with the same effect as if all such terms
and conditions had been set forth in the Indenture. The Indenture is
hereby ratified and confirmed and shall remain and continue in full
force and effect in accordance with its terms, as supplemented by this
Seventh Supplemental Indenture. The Indenture and all supplements
thereto, including this Seventh Supplemental Indenture shall be read,
taken and construed together as one instrument.
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SECTION 5. Particular Representations and Covenants.
Section 5.1. Authority. The Company and the Subsidiary
Guarantors are duly authorized by a resolution of its Board of
Directors to execute and deliver this Seventh Supplemental Indenture,
and all corporate action on its part required for the execution and
delivery of this Seventh Supplemental Indenture has been duly and
effectively taken.
Section 5.2. Correctness of Recitals. The Company and the
Subsidiary Guarantors represent and warrant that all recitals and
statements in this Seventh Supplemental Indenture are true and correct.
SECTION 6. Concerning the Trustee.
Section 6.1 Acceptance of Trusts. The Trustee accepts the
trusts hereunder and agrees to perform same, but only upon the terms
and conditions set forth in the Indenture.
Section 6.2 Responsibility for Recitals. The recitals and
statements contained in this Seventh Supplemental Indenture shall be
taken as recitals and statements of the Company and the Subsidiary
Guarantors, and the Trustee assumes no responsibility for the
correctness of same. The Trustee makes no representations as to the
validity or sufficiency of this Seventh Supplemental Indenture, except
that the Trustee is duly authorized to execute and deliver it.
SECTION 7. Miscellaneous Provisions.
Section 7.1 Counterparts. This Seventh Supplemental Indenture
may be executed in several counterparts, each of which shall be deemed
an original, but all of which together shall constitute one instrument.
Section 7.2 Compliance with Trust Indenture Act. This Seventh
Supplemental Indenture shall be interpreted to comply in every respect
with the Trust Indenture Act of 1939, as amended, (the "TIA"). If any
provision of this Seventh Supplemental Indenture limits, qualifies or
conflicts with the duties imposed by the TIA, the imposed duties shall
control.
Section 7.3 Headings. The section headings herein are for
convenience only and shall not affect the construction hereof.
Section 7.4 Binding Effect. All covenants and agreements in
this Seventh Supplemental Indenture by the Company or by any of the
Subsidiary Guarantors shall bind their successors and assigns, whether
so expressed or not.
Section 7.5 Governing Law. The internal laws of the State of
New York shall govern and be used to construe this Seventh Supplemental
Indenture.
Section 7.6 Continuation of Indenture. Except as amended by
this Seventh Supplemental Indenture, the terms and provisions of the
Indenture shall remain in full force and effect.
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Section 7.7 References to Indenture. From and after the time
that the amendments contained in this Seventh Supplemental Indenture
become operative in accordance with Section 3.2 hereof, all references
in the Indenture to "this Indenture", "hereof", "herein" or similar
terms and all references to the Indenture in the Notes and other
documents executed and delivered in connection with the Indenture shall
mean and refer to the Indenture, as amended by this Seventh
Supplemental Indenture.
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IN WITNESS WHEREOF, the parties hereto have caused this Seventh
Supplemental Indenture to be duly executed, all as of the date first above
written.
XXXXXX DRILLING COMPANY
By: /s/ Xxxxxx X. Xxxxxx Xx.
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Name: Xxxxxx X. Xxxxxx Xx.
Title: President and
Chief Executive Officer
JPMORGAN CHASE BANK, as Trustee
By: /s/ Xxxxxxx Xxxxxx
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Name:
Title:
SUBSIDIARY GUARANTORS :
Xxxxxx Drilling Company of Oklahoma, Incorporated
Xxxxxx Drilling Company Limited (Nevada)
Choctaw International Rig Corp.
Xxxxxx Drilling Company of New Guinea, Inc.
Xxxxxx Drilling Company North America, Inc.
Xxxxxx-VSE, Inc. (formerly Xxxxx Systems
Engineering, Inc.)
DGH, Inc.
Xxxxxx Drilling Company International Limited
Xxxxxx USA Drilling Company (formerly Parcan Limited)
Xxxxxx Technology, Inc.
Xxxxxx Drilling Offshore Corporation (formerly Hercules
Offshore Corporation)
Xxxxxx Drilling Offshore International, Inc.
Anachoreta, Inc.
Pardril, Inc.
Xxxxxx Aviation, Inc.
Xxxxxx Drilling (Kazakhstan), Ltd.
Xxxxxx Drilling Company of Niger
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Xxxxxx Xxxxx Xxxxxxx Operations, Inc.
Selective Drilling Corporation
Universal Rig Service Corp.
Creek International Rig Corp.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Its: Vice President & Treasurer
Xxxxxx Technology, L.L.C.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Its: Vice President & Manager
Xxxxxx Drilling Offshore USA, L.L.C. (formerly Mallard
Bay Drilling, L.L.C.)
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Its: Treasurer & Manager
Xxxxxx Drilling Management Services, Inc.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Its: President
Xxxxxx Tools, LLC
By: /s/ Xxx Junk
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Name: Xxx Junk
Its: President and Manager
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Quail USA, LLC
By: /s/ W. Xxxx Xxxxxxxxxx
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Name: W. Xxxx Xxxxxxxxxx
Its: President and Manager
Xxxxxx USA Resources, LLC
By: /s/ Xxx Junk
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Name: Xxx Junk
Its: President and Manager
PD Management Resources, X.X.
Xxxxxx Offshore Resources, L.P.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: President of its General Partner, Xxxxxx
Drilling Management Services, Inc.
Quail Tools, L.P.
By: /s/ W. Xxxx Xxxxxxxxxx
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Name: W. Xxxx Xxxxxxxxxx
Title: President of its General Partner, Quail USA,
LLC
Canadian Rig Leasing, Inc.
Indocorp of Oklahoma, Inc
Xxxxxx Drilling Company Eastern Hemisphere, Ltd.
Xxxxxx Drilling Company International, Inc.
Xxxxxx Drilling Company of Argentina, Inc.
Xxxxxx Drilling Company of Bolivia, Inc.
Xxxxxx Drilling Company of Singapore, Ltd.
Xxxxxx Drilling Company of South America, Inc.
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By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Its: Vice President
Xxxxxx Drilling Company of Mexico, LLC
By: /s/ Xxxxx X. Konus
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Name: Xxxxx X. Konus
Its: Vice President
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