EXHIBIT 4.2
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XXXXXX DRILLING COMPANY
and Subsidiary Guarantors
9 3/4% SENIOR NOTES DUE 2006
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FOURTH SUPPLEMENTAL INDENTURE
Dated as of May 2, 2002
Supplementing the Indenture dated as of March 11, 1998
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JPMORGAN CHASE BANK,
as Trustee
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FOURTH SUPPLEMENTAL INDENTURE
This Fourth Supplemental Indenture dated and effective as of May 2,
2002 (the "Fourth Supplemental Indenture") is made and entered into by and among
Xxxxxx Drilling Company, a Delaware corporation (the "Company"), each of the
parties identified under the caption "Subsidiary Guarantors" on the signature
pages hereof (the "Subsidiary Guarantors") and JPMorgan Chase Bank, a New York
banking organization, as Trustee (the "Trustee"), formerly known as The Chase
Manhattan Bank and successor by merger to Chase Bank of Texas, National
Association.
RECITALS:
WHEREAS, the Company, the Subsidiary Guarantors and the Trustee have
executed and delivered an Indenture dated as of March 11, 1998 by and among the
Company, the Trustee and the Subsidiary Guarantors (as supplemented by the
First, Second and Third Supplemental Indentures, the "1998 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 pursuant to which the
Subsidiary Guarantors have agreed, jointly and severally, to unconditionally
guarantee the due and punctual payment of the principal of, premium, if any, and
interest on the Notes and all other amounts due and payable under the 1998
Indenture and the Notes by the Company; and
WHEREAS, the Company has made an exchange offer pursuant to which the
Company has agreed to exchange up to $250,000,000 of the outstanding Notes for
an equal principal amount of its 10 1/8 % Senior Notes due 2009 ("New Notes") as
more fully described in the Company's Confidential Offering Circular dated April
1, 2002 (the "Exchange Offer"); and
WHEREAS, in accordance with Section 9.02 of the 1998 Indenture, the
Trustee, the Company and the Subsidiary Guarantors may waive, amend or
supplement provisions of the 1998 Indenture with the consent of the Holders of
at least a majority in aggregate principal amount of the Notes then outstanding,
including consents obtained in connection with a purchase of, or tender offer or
exchange offer for, the Notes; and
WHEREAS, concurrently with and as a condition to the Holders
participating in the Exchange Offer, the Company has solicited consents from the
Holders to the amendments contained in this Fourth Supplemental Indenture, and
the Company has received consents thereto from Holders of at least a majority in
principal amount of the Notes outstanding as of the date hereof; and
WHEREAS, all conditions and requirements necessary to make this Fourth
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 1998 Indenture. All capitalized
terms used and not otherwise defined herein shall have the meanings ascribed to
them in the 1998 Indenture.
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SECTION 2. Amendment of Certain Definitions. The following definitions
in Section 1.01 of the 1998 Indenture shall be amended as follows:
(a) Amend the definition of Net Income by deleting clause
(iii) and inserting the word "and" immediately before
clause (ii);
(b) Amend the definition of Permitted Investments by
changing the reference to $12 million in clause (vii)
to $35 million; and
(c) Amend the definition of Permitted Investments by
adding the following clause (viii) to the end of the
definition: "; and (viii) Investments in AralParker
CJSC represented by its note payable in a principal
amount of up to $50 million."
SECTION 3. Amendment to Certain Covenants. The following provisions
shall be amended by this Fourth Supplemental Indenture as follows:
Section 3.1 Amendment to Section 4.07 (Restricted
Payments). Section 4.07 shall be amended by
(a) adding the following clause (w) to the second
paragraph of the section immediately before clause (y) : "(w)
any purchase, redemption or other acquisition or retirement,
in each case at a price less than par, of up to $75 million
aggregate principal amount of the Company's 5 1/2% convertible
Subordinated Notes due 2004 prior to their stated maturity;"
and adding "(w)," before the reference to "(y) and (z)" in
paragraph (c) of that section; and
(b) adding the words "and Affiliates" immediately
after "Unrestricted Subsidiaries" in clause (iii) of paragraph
(c) of that section and, in that same clause (iii), adding the
words "Affiliate or" immediately after the words "Unrestricted
Subsidiary or".
Section 3.2 Amendment to Section 4.10 (Asset Sales).
Section 4.10 shall be amended by adding the following proviso
to the end of the first paragraph of that section: "and
provided further, that the Company may engage in the sale or
transfer of properties or assets, including two drilling rigs
and related inventories and equipment and a contract with
Tengizchevroil, to AralParker CJSC, in consideration of a note
payable by AralParker CJSC in a principal amount of up to $50
million."
SECTION 4. Effectiveness; Construction.
Section 4.1 Effectiveness. This Fourth Supplemental
Indenture shall become effective upon:
(a) the execution and delivery of this Fourth
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
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11.05 of the 1998 Indenture and addressing
the matters required pursuant to such
sections.
Section 4.2 Operative Date. The waivers and
amendments contained in this Fourth Supplemental Indenture
shall not become operative until the later of (i) the time at
which the Exchange Offer is consummated and (ii) the Company
has accepted a majority in aggregate principal amount of the
Notes outstanding in exchange for the New Notes. After this
Fourth Supplemental Indenture becomes effective, the Company
shall provide the notice required by Section 9.02 of the 1998
Indenture.
Section 4.3 Instruments To Be Read Together. All
terms and conditions in this Fourth Supplemental Indenture
shall form a part of the 1998 Indenture as fully and with the
same effect as if all such terms and conditions had been set
forth in the 1998 Indenture. The 1998 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 Fourth Supplemental Indenture. The 1998 Indenture and
all supplements thereto, including this Fourth Supplemental
Indenture shall be read, taken and construed together as one
instrument.
SECTION 5. Particular Representations and Covenants.
Section 5.1. Authority. The Company is duly
authorized by a resolution of its Board of Directors to
execute and deliver this Fourth Supplemental Indenture, and
all corporate action on its part required for the execution
and delivery of this Fourth Supplemental Indenture has been
duly and effectively taken.
Section 5.2. Correctness of Recitals. The Company
represents and warrants that all recitals and statements in
this Fourth 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 Fourth Supplemental Indenture
shall be taken as recitals and statements of the Company, and
the Trustee assumes no responsibility for the correctness of
same. The Trustee makes no representations as to the validity
or sufficiency of this Fourth Supplemental Indenture, except
that the Trustee is duly authorized to execute and deliver it.
SECTION 7. Miscellaneous Provisions.
Section 7.1 Counterparts. This Fourth 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.
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Section 7.2 Compliance with Trust Indenture Act. This
Fourth 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 Fourth
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 Fourth 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
Fourth Supplemental Indenture.
Section 7.6 Continuation of 1998 Indenture. Except as
amended by this Fourth Supplemental Indenture, the terms and
provisions of the 1998 Indenture shall remain in full force
and effect.
Section 7.7 References to 1998 Indenture. From and
after the operative date referred to in Section 4.2 hereof,
all references in the 1998 Indenture to "this Indenture",
"hereof", "herein" or similar terms and all references to the
1998 Indenture in the Notes and other documents executed and
delivered in connection with the 1998 Indenture shall mean and
refer to the 1998 Indenture, as amended by this Fourth
Supplemental Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Supplemental Indenture to be duly executed, all as of the date first above
written.
XXXXXX DRILLING COMPANY
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Sr. Vice President-Finance and
Chief Financial Officer
JPMORGAN CHASE BANK, as Trustee
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Vice President and Trust Officer
SUBSIDIARY GUARANTORS :
Xxxxxx Drilling Company of Oklahoma, Incorporated
Xxxxxx Drilling Company Limited (Nevada)
Xxxxxx Drilling Company Limited (Oklahoma)
Choctaw International Rig Corp.
Xxxxxx Drilling Company of New Guinea, Inc.
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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, L.L.C.
Xxxxxx Technology, Inc.
Xxxxxx Drilling U.S.A. Ltd.
Xxxxxx Drilling Offshore Corporation (formerly
Hercules Offshore Corporation)
Xxxxxx Drilling Offshore International, Inc.
Anachoreta, Inc.
Pardril, Inc.
Xxxxxx Aviation, Inc.
Xxxxxx Drilling (Kazakstan), Ltd.
Xxxxxx Drilling Company of Niger
Xxxxxx North America 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
Quail Tools, L.LP.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Its: Vice President & Treasurer
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