EXHIBIT 4.1
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XXXXXX DRILLING COMPANY
and Subsidiary Guarantors
10 1/8% SENIOR NOTES DUE 2009
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FIRST SUPPLEMENTAL INDENTURE
Dated and effective as of May 2, 2002
Supplementing the Indenture dated as of May 2, 2002
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JPMORGAN CHASE BANK,
as Trustee
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FIRST SUPPLEMENTAL INDENTURE
This First Supplemental Indenture dated and effective as of May 2, 2002
(the "First 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"), Xxxxxx Drilling Company of Colombia
Limited, a Nevada corporation, and International Equipment Leasing Company, a
Nevada corporation, which are wholly owned subsidiaries of the Company (the "New
Guarantors") and JPMorgan Chase Bank, a New York banking organization, as
Trustee (the "Trustee").
RECITALS:
WHEREAS, the Company, the Subsidiary Guarantors and the Trustee have
executed and delivered an Indenture dated as of May 2, 2002, by and among the
Company, the Subsidiary Guarantors and the Trustee (the "2002 Indenture") for
the benefit of one another and for the ratable benefit of the Holders of the 10
1/8% Senior Notes due 2009, (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 2002 Indenture and the
Notes by the Company; and
WHEREAS, Section 9.01(a)(vi) of the 2002 Indenture provides that under
certain conditions the Company, the Subsidiary Guarantors and the Trustee may,
without the consent of any Holder of a note, amend or supplement the 0000
Xxxxxxxxx to add any Restricted Subsidiary as an additional Subsidiary Guarantor
as provided in Section 10.02 of the 0000 Xxxxxxxxx; and
WHEREAS, the Company has determined that the New Guarantors are required
to be added as Subsidiary Guarantors pursuant to Section 10.02 of the 0000
Xxxxxxxxx; and
WHEREAS, Section 10.02 of the 2002 Indenture provides that the following
is required: (i) the execution and delivery by the New Guarantors of this First
Supplemental Indenture whereby the New Guarantors agree to be bound by the terms
of the 2002 Indenture as applicable to a Subsidiary Guarantor; and (ii) the
execution by the New Guarantors of a Subsidiary Guarantee in the form prescribed
by the 0000 Xxxxxxxxx; and
WHEREAS, the execution and delivery of this First Supplemental Indenture
has been authorized by resolution of the board of directors of the Company and
the Subsidiary Guarantors and the board of directors of each of the New
Guarantors has authorized this First Supplemental Indenture and the execution of
a Subsidiary Guarantee;
WHEREAS, all conditions and requirements necessary to make this First
Supplemental Indenture valid and binding upon the Company, the Subsidiary
Guarantors and New Guarantors, and enforceable against the New 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 2002 Indenture. All capitalized
terms used and not otherwise defined herein shall have the meanings ascribed to
them in the 2002 Indenture.
SECTION 2. Additional Guarantors; Subsidiary Guarantee.
Section 2.1. The New Guarantors, by execution and delivery of this
First Supplemental Indenture, hereby agree to be bound by the terms of the
2002 Indenture as a Subsidiary Guarantor.
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Section 2.2 Attached hereto as Exhibit A is the form of the
Subsidiary Guarantee to be executed by each New Guarantor as prescribed by
the 2002 Indenture, by which each New Guarantor agrees to guarantee the
obligations of the Company under the 2002 Indenture as set forth in the
Subsidiary Guarantee.
SECTION 3. Effectiveness. This First Supplemental Indenture shall become
effective upon:
(a) the execution and delivery of this First 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 2002 Indenture and addressing
the matters required pursuant to such sections.
SECTION 4. Particular Representations and Covenants.
Section 4.1. Authority. The Company, the Subsidiary Guarantors and
the New Guarantors are duly authorized to execute and deliver this First
Supplemental Indenture, and all corporate action on their part required
for the execution and delivery of this First Supplemental Indenture has
been duly and effectively taken.
Section 4.2. Correctness of Recitals. The Company and the Subsidiary
Guarantors and the New Guarantors represent and warrant that all recitals
and statements in this First Supplemental Indenture are true and correct.
SECTION 5. Concerning the Trustee.
Section 5.1 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 5.2 Responsibility for Recitals. The recitals and statements
contained in this First Supplemental Indenture shall be taken as recitals
and statements of the Company, the Subsidiary Guarantors and the New
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 First Supplemental Indenture, except that the Trustee
is duly authorized to execute and deliver it.
SECTION 6. Miscellaneous Provisions.
Section 6.1 Counterparts. This First 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 6.2 Compliance with Trust Indenture Act. This First
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 First Supplemental Indenture limits, qualifies or
conflicts with the duties imposed by the TIA, the imposed duties shall
control.
Section 6.3 Headings. The section headings herein are for
convenience only and shall not affect the construction hereof.
Section 6.4 Binding Effect. All covenants and agreements in this
First Supplemental Indenture by the Company or by any of the Subsidiary
Guarantors shall bind their successors and assigns, whether so expressed
or not.
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Section 6.5 Governing Law. The internal laws of the State of New
York shall govern and be used to construe this First Supplemental
Indenture.
Section 6.6 Continuation of 2002 Indenture. Except as amended by
this First Supplemental Indenture, the terms and conditions of the 2002
Indenture shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed, all as of the date first above written.
XXXXXX DRILLING COMPANY
By:
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Name: Xxxxx X. Xxxxx
Title: Sr. Vice President-Finance and
Chief Financial Officer
JPMORGAN CHASE BANK, as Trustee
By:
------------------------------------
Name:
Title:
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.
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 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:
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Name: Xxxxx X. Xxxxxx
Its: Vice President & Treasurer
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Xxxxxx Technology, L.L.C.
By:
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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:
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Name: Xxxxx X. Xxxxxx
Its: Treasurer & Manager
Xxxxxx Drilling Management Services, Inc.
By:
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Name: Xxxxx X. Xxxxxx
Its: President
Quail Tools, L.LP.
By:
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Name: Xxxxx X. Xxxxx
Its: Vice President & Treasurer
NEW GUARANTORS:
Xxxxxx Drilling Company of Colombia Limited
By:
----------------------------------------
Name:
Its:
International Equipment Leasing Company
By:
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Name: Xxxxx X. Xxxxxx
Its: Vice President & Treasurer
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