1
Exhibit 4.7.2
--------------------------------------------------------------------------------
CLIFFS DRILLING COMPANY,
SUBSIDIARY GUARANTORS
NAMED HEREIN
and
STATE STREET BANK AND TRUST COMPANY
Trustee
--------------
SECOND SUPPLEMENTAL INDENTURE
(SERIES C/D SECURITIES)
Dated as of March 2, 1998
-----------
Supplementing and Amending the Indenture
dated as of August 7, 1997
as amended by the First Supplemental Indenture
dated as of August 29, 1997
--------------------------------------------------------------------------------
2
SECOND SUPPLEMENTAL INDENTURE
THIS SECOND SUPPLEMENTAL INDENTURE dated as of March 2, 1998, is
between CLIFFS DRILLING COMPANY, a Delaware corporation (the "Company"), the
SUBSIDIARY GUARANTORS (as defined herein) and STATE STREET BANK AND TRUST
COMPANY, a national banking association (the "Trustee").
RECITALS OF THE COMPANY
A. The Company has duly authorized the creation of an issue of 10.25%
Senior Notes due 2003, Series C (the "Series C Securities") and an issue of
10.25% Senior Notes due 2003, Series D (the "Series D Securities" and the Series
C Securities and the Series D Securities, as amended or supplemented from time
to time in accordance with the terms of the Indenture (as defined herein), being
herein collectively called the "Securities"), of substantially the tenor and in
the aggregate principal amount set forth in the Indenture.
B. The Company and the Subsidiary Guarantors have heretofore made,
executed and delivered to the Trustee an Indenture dated as of August 7, 1997
(referred to herein as the "Original Indenture") pursuant to which the
Securities are issuable, and a First Supplemental Indenture dated as of August
29, 1997 (the Original Indenture as supplemented by the First Supplemental
Indenture being referred to herein as the "Original Supplemented Indenture").
C. The Securities are guaranteed by the Subsidiary Guarantors (as
defined in the Indenture) on the terms provided in the Indenture.
D. It is deemed desirable to supplement and amend the Original
Supplemented Indenture to add three Restricted Subsidiaries of the Company as
Subsidiary Guarantors (the Original Supplemented Indenture, as so supplemented
and amended by this Second Supplemental Indenture, being sometimes referred to
herein as the "Indenture").
E. Article IX, Section 9.1 of the Original Indenture provides that
under certain conditions the Company, the Subsidiary Guarantors and Trustee,
may, without the consent of any Holders, from time to time and at any time,
enter into an indenture or indentures supplemental thereto, for the purpose,
inter alia, of adding any Restricted Subsidiary as an additional Subsidiary
Guarantor (subsection (g)).
F. In addition, Article X, Section 10.13 of the Original Indenture
provides that certain Restricted Subsidiaries of the Company shall become
Subsidiary Guarantors by executing and delivering a supplemental indenture
agreeing to be bound by the terms of the Original Indenture.
-1-
3
G. The Series C Securities were issued on August 7, 1997 under the
Original Indenture, and the Series D Securities were issued in exchange for the
Series D Securities on December 17, 1997.
H. All things necessary to authorize the execution and delivery of this
Second Supplemental Indenture, to effect the modifications of the Original
Supplemented Indenture provided for in this Second Supplemental Indenture, and
to make the Original Supplemented Indenture, as further supplemented and amended
by this Second Supplemental Indenture, a valid agreement of the Company, in
accordance with its terms, have been done.
NOW, THEREFORE, in consideration of the premises and the purchase of
the Securities by the Holders, the Company, the Subsidiary Guarantors and the
Trustee mutually covenant and agree for the equal and proportionate benefit of
the respective Holders from time to time of the Securities as follows:
ARTICLE I
MODIFICATION OF THE ORIGINAL INDENTURE
SECTION 1.1 AMENDMENT OF ARTICLE I OF THE ORIGINAL INDENTURE. Section
1.1 of the Original Indenture is amended by changing the definition of
"Subsidiary Guarantor" to read as follows:
"'Subsidiary Guarantor' means (i) Southwestern Offshore
Corporation (f/k/a Cliffs Drilling Asset Acquisition Company), a
Delaware corporation, (ii) Cliffs Drilling Merger Company, a Delaware
corporation, (iii) Cliffs Drilling International, Inc., a Delaware
corporation, (iv) Cliffs Oil and Gas Company, a Delaware corporation,
(v) DRL, Inc., a Delaware corporation, (vi) Cliffs Drilling Trinidad
Limited, a company organized under the laws of Trinidad and Tobago,
(vii) West Indies Drilling Joint Venture, a joint venture partnership
organized under the laws of Trinidad and Tobago, (viii) Cliffs Drilling
(Barbados) Holdings ESRL, a Barbados exempt societies with restricted
liability, (ix) Cliffs Drilling (Barbados) SRL, a Barbados societies
with restricted liability, (x) Cliffs Drilling Trinidad Offshore
Limited, a company organized under the laws of Trinidad and Tobago,
(xi) each of the Company's other Restricted Subsidiaries, if any,
executing a supplemental indenture in compliance with the provisions of
Section 10.13(a) hereof, and (xii) any Person that becomes a successor
guarantor of the Securities in compliance with the provisions of
Section 13.2 hereof."
-2-
4
ARTICLE II
ADDITIONAL SUBSIDIARY GUARANTOR
SECTION 2.1 ADDITION OF SUBSIDIARY GUARANTORS. Cliffs Drilling
(Barbados) Holdings ESRL, a Barbados exempt societies with restricted liability,
Cliffs Drilling (Barbados) SRL, a Barbados societies with restricted liability,
and Cliffs Drilling Trinidad Offshore Limited, a company organized under the
laws of Trinidad and Tobago, by execution of this Second Supplemental Indenture
each hereby agree to be bound by the terms of the Indenture as a Subsidiary
Guarantor.
SECTION 2.2 SUBSIDIARY GUARANTEE OF THE SECURITIES. Exhibit A, attached
hereto and incorporated herein by reference, sets forth the form of Subsidiary
Guarantee from the Original Indenture to which Cliffs Drilling (Barbados)
Holdings ESRL, Cliffs Drilling (Barbados) SRL and Cliffs Drilling Trinidad
Offshore Limited agree to be bound by execution and delivery of this Second
Supplemental Indenture.
ARTICLE III
PARTICULAR REPRESENTATIONS
AND COVENANTS OF THE COMPANY
SECTION 3.1 AUTHORITY OF THE COMPANY. The Company is duly authorized by
a resolution of the Board of Directors to execute and deliver this Second
Supplemental Indenture, and all corporate action on its part required for the
execution and delivery of this Second Supplemental Indenture has been duly and
effectively taken.
SECTION 3.2 AUTHORITY OF THE SUBSIDIARY GUARANTORS. Each of the
Subsidiary Guarantors is duly authorized by a resolution of its respective Board
of Directors or similar body to execute and deliver this Second Supplemental
Indenture, and all corporate action on the part of each required for the
execution and delivery of this Second Supplemental Indenture has been duly and
effectively taken.
SECTION 3.3 TRUTH OF RECITALS AND STATEMENTS. The Company warrants that
the recitals of fact and statements contained in this Second Supplemental
Indenture are true and correct, and that the recitals of fact and statements
contained in all certificates and other documents furnished hereunder will be
true and correct.
ARTICLE IV
CONCERNING THE TRUSTEE
SECTION 4.1 ACCEPTANCE OF TRUSTS. The Trustee accepts the trusts
hereunder and agrees to perform the same, but only upon the terms and conditions
set forth in the Original Supplemented Indenture and in this Second Supplemental
Indenture, to all of which the Company,
-3-
5
Subsidiary Guarantors and the respective Holders of Securities at any time
hereafter outstanding agree by their acceptance thereof.
SECTION 4.2 RESPONSIBILITY OF TRUSTEE FOR RECITALS, ETC. The recitals
and statements contained in this Second Supplemental Indenture shall be taken as
the recitals and statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no
representations as to the validity or sufficiency of this Second Supplemental
Indenture, except that the Trustee is duly authorized to execute and deliver
this Second Supplemental Indenture.
ARTICLE V
MISCELLANEOUS PROVISIONS
SECTION 5.1 RELATION TO THE INDENTURE. The provisions of this Second
Supplemental Indenture shall become effective immediately upon the execution and
delivery hereof. This Second Supplemental Indenture and all the terms and
provisions herein contained shall form a part of the Indenture as fully and with
the same effect as if all such terms and provisions had been set forth in the
Original Indenture. The Original Indenture is hereby ratified and confirmed and
shall remain and continue in full force and effect in accordance with the terms
and provisions thereof, as supplemented and amended by the First Supplemental
Indenture and this Second Supplemental Indenture; and the Original Indenture,
the First Supplemental Indenture and this Second Supplemental Indenture shall be
read, taken and construed together as one instrument.
SECTION 5.2 MEANING OF TERMS. Any capitalized term used in this Second
Supplemental Indenture and not defined herein that is defined in the Original
Indenture shall have the meaning specified in the Original Indenture, unless the
context shall otherwise require.
SECTION 5.3 COUNTERPARTS OF SECOND SUPPLEMENTAL INDENTURE. This Second
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 5.4 GOVERNING LAW. This Second Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of New York.
-4-
6
IN WITNESS WHEREOF, the parties hereto have cause this Second
Supplemental Indenture to be duly executed, all as of the day and year first
above written.
Company: CLIFFS DRILLING COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------------
Xxxxxx X. Xxxxxxx
Vice President - Finance
Subsidiary Guarantors: CLIFFS DRILLING MERGER COMPANY
CLIFFS DRILLING INTERNATIONAL, INC.
CLIFFS OIL AND GAS COMPANY
SOUTHWESTERN OFFSHORE CORPORATION
(f/k/a Cliffs Drilling Asset Acquisition
Company)
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------------
Xxxxxx X. Xxxxxxx
Vice President - Finance
DRL, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------------
Xxxxxx X. Xxxxxxx
Vice President
CLIFFS DRILLING TRINIDAD LIMITED
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Xxxxxx X. Xxxxxxx, Director
-5-
7
WEST INDIES DRILLING JOINT VENTURE
By: CLIFFS DRILLING TRINIDAD LIMITED,
Partner and Firm Manager
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------
Xxxxxx X. Xxxxxxx, Director
CLIFFS DRILLING (BARBADOS) HOLDINGS ESRL
CLIFFS DRILLING (BARBADOS) SRL
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Xxxxxxx X. Xxxxxxx, Manager
CLIFFS DRILLING TRINIDAD OFFSHORE LIMITED
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Xxxxxx X. Xxxxxxx, Director
Trustee: STATE STREET BANK AND TRUST COMPANY
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------
Xxxxx X. Xxxxxx
Assistant Vice President
-6-
8
EXHIBIT A
FORM OF SUBSIDIARY GUARANTEE
Subject to the limitations set forth in the Indenture, the initial
Subsidiary Guarantors and, if any, all additional Subsidiary Guarantors (as
defined in the Indenture referred to in the Series ____ Security upon which this
notation is endorsed and each being hereinafter referred to as a "Subsidiary
Guarantor," which term includes any additional or successor Subsidiary Guarantor
under the Indenture) have, jointly and severally, unconditionally guaranteed (a)
the due and punctual payment of the principal (and premium, if any) of and
interest on the Securities, whether at maturity, acceleration, redemption or
otherwise, (b) the due and punctual payment of interest on the overdue principal
of and interest on the Securities, if any, to the extent lawful, (c) the due and
punctual performance of all other obligations of the Company to the Holders or
the Trustee, all in accordance with the terms set forth in the Indenture, and
(d) in case of any extension of time of payment or renewal of any Securities or
any of such other obligations, the same will be promptly paid in full when due
or performed in accordance with the terms of the extension or renewal, whether
at Stated Maturity, by acceleration or otherwise.
The obligations of each Subsidiary Guarantor are limited to the maximum
amount as will, after giving effect to all other contingent and fixed
liabilities of such Subsidiary Guarantor and after giving effect to any
collections from or payments made by or on behalf of any other Subsidiary
Guarantor in respect of the obligations of such other Subsidiary Guarantor under
its Subsidiary Guarantee or pursuant to its contribution obligations under the
Indenture, result in the obligations of such Subsidiary Guarantor under the
Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent
transfer under federal or state law. Each Subsidiary Guarantor that makes a
payment or distribution under a Subsidiary Guarantee shall be entitled to a
contribution from each other Subsidiary Guarantor in a pro rata amount based on
the Adjusted Net Assets of each Subsidiary Guarantor.
No stockholder, officer, director, employee, incorporator or Affiliate
as such, past, present or future, of any Subsidiary Guarantor shall have any
personal liability under its Subsidiary Guarantee by reason of his or its status
as such stockholder, officer, director, employee, incorporator or Affiliate, or
any liability for any obligations of any Subsidiary Guarantor under the
Securities or the Indenture or for any claim based on, in respect of, or by
reason of such obligations or their creation.
Any Subsidiary Guarantor may be released from its Subsidiary Guarantee
upon the terms and subject to the conditions provided in the Indenture.
All terms used in this notation of Subsidiary Guarantee which are
defined in the Indenture referred to in this Series ____ Security upon which
this notation of Subsidiary Guarantees is endorsed shall have the meanings
assigned to them in such Indenture.
9
The Subsidiary Guarantees shall be binding upon the Subsidiary
Guarantors and shall inure to the benefit of the Trustee and the Holders and, in
the event of any transfer or assignment of rights by any Holder or the Trustee
respecting the Series _____ Security upon which the foregoing Subsidiary
Guarantees are noted, the rights and privileges herein conferred upon that party
shall automatically extend to and be vested in such transferee or assignee, all
subject to the terms and conditions hereof and in the Indenture.
The Subsidiary Guarantees shall not be valid or obligatory for any
purpose until the certificate of authentication on the Series ____ Security upon
which the foregoing Subsidiary Guarantees are noted shall have been executed by
the Trustee under the Indenture by the manual signature of one of its authorized
signatories.
