EXHIBIT 4.1
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XXXXXX DRILLING COMPANY
and Subsidiary Guarantors
9 3/4% SENIOR NOTES DUE 2006
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FIRST SUPPLEMENTAL INDENTURE
Dated as of May 3, 2000
Supplementing the Indenture dated as of March 11, 1998
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CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
as Trustee
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FIRST SUPPLEMENTAL INDENTURE
This First Supplemental Indenture dated and effective as of May 3, 2000
(the "First Supplemental Indenture") is made and entered into by and among
Xxxxxx Drilling Company, a Delaware corporation (the "Company"), and Xxxxxx
Drilling Offshore International, Inc., a Cayman Islands corporation and Xxxxxx
Drilling Offshore Corporation, a Texas corporation which are wholly-owned
indirectly by the Company, the "New Guarantors", and Chase Bank of Texas,
National Association, a national banking association, as Trustee (the
"Trustee").
RECITALS OF THE COMPANY AND THE NEW GUARANTOR
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, (the "1998 Indenture")
providing for the issuance by the Company of $150,000,000 in aggregate principal
amount of the Company's 9 3/4% Senior Notes due 2006 (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 (the "Indenture
Obligations");
WHEREAS, Section 9.01(a)(vi) of the 1998 Indenture provides that under
certain conditions the Company 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 or to evidence the succession of another Person to any
Subsidiary Guarantor pursuant to Section 10.04 of the 1998 Indenture and the
assumption by any such successor of the covenants and agreements of such
Subsidiary Guarantor contained in the 1998 Indenture and in the Subsidiary
Guarantee of such Subsidiary Guarantor and to release a Subsidiary Guarantor
from its obligations under this Indenture and its Subsidiary Guarantee pursuant
to Section 10.05 hereof;
WHEREAS, the Company has determined that the New Guarantors are
required to be added as Subsidiary Guarantors pursuant to Section 10.02 of the
1998 Indenture as a result of the transfer of certain assets from one Subsidiary
Guarantor to the New Guarantors;
WHEREAS, Section 10.02 of the 1998 Indenture provides that as a result
of said actions 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 1998 Indenture as applicable to a
Subsidiary Guarantor; and (ii) the execution of a Subsidiary Guarantee of the
Notes by the New Guarantors; and
WHEREAS, the execution and delivery of this First Supplemental
Indenture has been duly authorized by a Board Resolution of the respective
Boards of the Company and each of the New Guarantors; and
WHEREAS, all conditions and requirements necessary to make this First
Supplemental Indenture valid and binding upon the Company and the New
Guarantors, and enforceable against the Company and 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:
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ARTICLE I
ADDITIONAL GUARANTOR
Section 1.1. Addition of Guarantors. The New Guarantors, by execution
and delivery of this First Supplemental Indenture, hereby agree to be bound by
the terms of the Indenture as a Subsidiary Guarantor.
Section 1.2. Guarantee of Each Subsidiary Guarantor. Attached as
Exhibit A-1 and A-2 and incorporated here by reference, are the notations of
Subsidiary Guarantees of each New Guarantor in the form prescribed in the 1998
Indenture, by which the New Guarantor agrees to guarantee the obligations of the
Company, in accordance with the terms set out in such notation of Subsidiary
Guarantee.
ARTICLE II
PARTICULAR REPRESENTATIONS AND COVENANTS
Section 2.1. Authority. The Company is duly authorized by a resolution
of its Board of Directors to execute and deliver this First Supplemental
Indenture, and all corporate action on its part required for the execution and
delivery of this First Supplemental Indenture has been duly and effectively
taken.
Section 2.2. Correctness of Recitals. The Company represents and
warrants that all recitals and statements in this First Supplemental Indenture
are true and correct.
ARTICLE III
CONCERNING THE TRUSTEE
Section 3.1 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 3.2 Responsibility for Recitals. The recitals and statements
contained in this First 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 First Supplemental Indenture, except that the Trustee is
duly authorized to deliver it.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.1 Relation to the 1998 Indenture. This First Supplemental
Indenture shall become effective immediately upon execution and delivery. All
terms and conditions in it 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 First Supplemental Indenture. The 1998 Indenture and the
First Supplemental Indenture shall be read, taken and construed together as one
instrument. Capitalized terms used but not defined in this First Supplemental
Indenture have the meaning ascribed to such terms in the 1998 Indenture.
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Section 4.2 Execution in 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 4.3 Governing Law. The internal laws of the State of New York
shall govern and be used to construe this First Supplemental Indenture and the
new notations of Subsidiary Guarantees executed and delivered pursuant to it.
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
XXXXXX DRILLING OFFSHORE INTERNATIONAL, INC.
By:
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Name: Xxxx X. Xxxx
Title: President
XXXXXX DRILLING OFFSHORE CORPORATION
By:
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Name: Xxxxxx X. Xxxxxxxxx
Title: President
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
By:
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Name:
Title:
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