SUPPLEMENTAL INDENTURE
EXHIBIT 4.2
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September
13, 2007, but effective as of August 29, 2007, among Advanced Oilwell Services, Inc. (the
“Guaranteeing Subsidiary”), a subsidiary of SESI, L.L.C., a Delaware limited
liability company (the “Company”), the Company, the other Guarantors (as defined in the
Indenture referred to herein) and The Bank of New York Trust Company, N.A., as trustee under the
Indenture referred to below (the “Trustee”).
WITNESSETH
WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated
as of December 12, 2006 (the “Indenture”), providing for the issuance of 1.50% Senior
Exchangeable Notes due 2026 (the “Securities”);
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
Securities and the Indenture on the terms and conditions set forth herein (the
“Guarantee”); and
WHEREAS, pursuant to Section 3.09 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
Securities 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 Guarantee on the terms and subject to the conditions set forth in the Guarantee and
in the Indenture including but not limited to Article 13 thereof.
3. No Recourse Against Others. No past, present or future director, officer, employee,
incorporator, stockholder or agent of the Guaranteeing Subsidiary (other than the Company or a
Guarantor in its capacity as a stockholder of a Subsidiary), as such, shall have any liability for
any obligations of the Company or any Guaranteeing Subsidiary under the Securities, any Guarantees,
the Indenture or this Supplemental Indenture or for any claim based on, in respect of or by reason
of, such obligations or their creation. Each Holder of the Securities by accepting a Security
waives and releases all such liability. The waiver and release are part of the consideration for
issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal
securities laws and it is the view of the SEC that such a waiver is against public policy.
4. New York Law to Govern. THE INTERNAL LAW 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.
[Signature pages follow.]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written.
ADVANCED OILWELL SERVICES, INC. |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Vice President and Treasurer | |||
SESI, L.L.C. |
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By: | SUPERIOR ENERGY SERVICES, INC., | |||
its Managing Member | ||||
By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Executive Vice President and Chief Financial Officer |
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SUPERIOR ENERGY SERVICES, INC. |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Executive Vice President and Chief Financial Officer |
1105 XXXXXX ROAD, X.XX BLOWOUT TOOLS, INC. CONCENTRIC PIPE AND TOOL RENTALS, L.L.C CONNECTION TECHNOLOGY, L.L.C. CSI TECHNOLOGIES, LLC DRILLING LOGISTICS, L.L.C F & F WIRELINE SERVICES, L.L.C. FASTORQ, L.L.C. H.B. RENTALS, L.C. INTERNATIONAL SNUBBING SERVICES, L.L.C J.R.B. CONSULTANTS, INC. NON-MAGNETIC RENTAL TOOLS, L.L.C. PROACTIVE COMPLIANCE, L.L.C. PRODUCTION MANAGEMENT INDUSTRIES, L.L.C. SEGEN LLC SELIM LLC SEMO, L.L.C. SEMSE, L.L.C. SPN RESOURCES, LLC STABIL DRILL SPECIALTIES, L.L.C. SUB-SURFACE TOOLS, L.L.C. SUPERIOR CANADA HOLDINGS, INC. SUPERIOR ENERGY SERVICES, L.L.C. SUPERIOR INSPECTION SERVICES, INC. UNIVERSAL FISHING AND RENTAL TOOLS, INC. WARRIOR ENERGY SERVICES CORPORATION WILD WELL CONTROL, INC. WORKSTRINGS, L.L.C. |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Authorized Representative | |||
SE FINANCE L.P. |
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By: | SEGEN, L.L.C., as general partner | |||
By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Authorized Representative |
THE BANK OF NEW YORK TRUST COMPANY, as Trustee |
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By: | /s/ Xxxxxxxx Xxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxx | |||
Title: | Assistant Vice President | |||