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EXHIBIT 4.3
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XXXXXX DRILLING COMPANY
and Subsidiary Guarantors
9 3/4% SENIOR NOTES DUE 2006
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SECOND SUPPLEMENTAL INDENTURE
Dated as of May 30, 1997
Supplementing and Amending the Indenture
dated as of November 12, 1996
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TEXAS COMMERCE BANK NATIONAL ASSOCIATION,
AS TRUSTEE
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THIS SECOND SUPPLEMENTAL INDENTURE, dated as of May 30, 1997, among
Xxxxxx Drilling Company, a Delaware corporation (the "Company"), the
Subsidiary Guarantors named on the signature page hereof, and Texas Commerce
Bank National Association, a national banking association (the "Trustee"), as
Trustee under the Original Indenture referred to below,
W I T N E S S E T H:
WHEREAS, the Company has duly authorized the issuance of its 9 3/4%
Senior Notes due 2006 (the "Notes"); and the Company has heretofore made,
executed, and delivered to the Trustee its Indenture dated as of November 12,
1996 (such Indenture, as supplemented by the First Supplemental Indenture dated
April 1, 1997, being sometimes referred to herein as the "Original Indenture")
pursuant to which the Notes were issued;
WHEREAS, it is deemed desirable to supplement and amend the Original
Indenture to correct an inconsistency between the definitions of "Non-Recourse
Purchase Money Indebtedness" and "Permitted Liens" therein;
WHEREAS, Section 9.01 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, amend or
supplement the Original Indenture or the Notes, for the purpose, inter alia, of
curing any ambiguity, defect or inconsistency existing therein, provided such
action shall not affect the rights, duties or immunities of the Trustee; and
WHEREAS, all things necessary to authorize the execution and delivery
of this Second Supplemental Indenture, to effect the modification of the
Original Indenture provided for in this Second Supplemental Indenture, and to
make the Original Indenture, as supplemented and amended by this Second
Supplemental Indenture, a valid agreement of the Company, in accordance with
its terms, have been done;
NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH that for
and in consideration of the premises and the acceptances or purchases of the
Notes 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 Notes as follows:
ARTICLE I
MODIFICATION OF THE ORIGINAL INDENTURE
Section 1.1 Amendment to Article One of the Original Indenture.
(a) Section 1.01 of the Original Indenture is amended by deleting,
from the end of clause (i) of subparagraph (x) within the paragraph defining
"Permitted Liens," the text "and any proceeds therefrom" and inserting the
following text in the place of such deleted text:
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"(or, in the case of the acquisition of all of the outstanding
Capital Stock of a Person, the underlying properties and assets of
such Person at the time of such acquisition, including proceeds
thereof)"
ARTICLE 2
PARTICULAR REPRESENTATIONS AND COVENANTS OF THE COMPANY
Section 2.1 Authority of the Company. Each of the Company and the
Subsidiary Guarantors is duly authorized 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 2.2 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 thereunder will be
true and correct.
ARTICLE 3
CONCERNING THE TRUSTEE
Section 3.1 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 Indenture and in this Second Supplemental
Indenture, to all of which the Company and the Subsidiary Guarantors and the
respective Holders of Notes at any time hereafter outstanding agree by their
acceptance thereof.
Section 3.2 No 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 4
MISCELLANEOUS PROVISIONS
Section 4.1 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 Original Indenture as
fully and with the same effect as if all such terms and provisions had been set
forth in the Original Indenture and each and every term and condition contained
in the Original Indenture shall apply to this Second Supplemental Indenture
with the same force and effect as if the same were in this Second Supplemental
Indenture set forth in full, with such omissions, variations and modifications
thereof as may be appropriate to make each such term and condition conform to
this Second Supplemental Indenture. The Original Indenture is hereby ratified
and confirmed and shall
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remain and continue in full force and effect in accordance with the terms and
provisions thereof, as supplemented and amended by this Second Supplemental
Indenture, and the Original Indenture and this Second Supplemental Indenture
shall be read, taken and construed together as one instrument.
Section 4.2 Meaning of Terms. Any term used in this Second
Supplemental Indenture which is defined in the Original Indenture shall have
the meaning specified in the Original Indenture, unless the context shall
otherwise require.
Section 4.3 Counterparts of First 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 4.4 Governing Law. This Second Supplemental Indenture shall
be governed by and construed in accordance with the laws of the State of New
York.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental indenture to be duly executed, all as of the date first above
written.
XXXXXX DRILLING COMPANY
By: /s/ I. E. XXXXXXX, JR.
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Name: I. E. Xxxxxxx, Jr.
Title: Vice President
SUBSIDIARY GUARANTORS:
QUAIL TOOLS, INC.
By: /s/ XXXXX X. XXXX
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Name: Xxxxx X. Xxxx
Title: President
MALLARD BAY DRILLING, INC.
By: /s/ XXXXX X. XXXXX
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Name: Xxxxx X. Xxxxx
Title: Vice President
BAY DRILLING CORPORATION
By: /s/ XXXXX X. XXXXX
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Name: Xxxxx X. Xxxxx
Title: Vice President
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AWI DRILLING AND WORKOVER, INC.
By: /s/ I. E. XXXXXXX, JR.
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Name: I. E. Xxxxxxx, Jr.
Title: Vice President
XXXXXX DRILLING COMPANY OF
OKLAHOMA, INC.
By: /s/ XXXXXX X. XXXXXXXXX
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Name: Xxxxxx X. Xxxxxxxxx
Title: President
XXXXXX TECHNOLOGY, INC.
By: /s/ XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President
XXXXXX DRILLING COMPANY
INTERNATIONAL LTD.
By: /s/ XXXX X. XXXX
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Name: Xxxx X. Xxxx
Title: President
CHOCTAW INTERNATIONAL RIG
CORPORATION
By: /s/ XXXXXX X. XXXXXXXXX
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Name: Xxxxxx X. Xxxxxxxxx
Title: President
XXXXXX DRILLING COMPANY LIMITED
By: /s/ I. E. XXXXXXX, JR.
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Name: I. E. Xxxxxxx, Jr.
Title: Vice President
XXXXXX DRILLING COMPANY OF
ALASKA LIMITED
By: /s/ XXXXXX X. XXXXXXXXX
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Name: Xxxxxx X. Xxxxxxxxx
Title: President
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XXXXX SYSTEMS ENGINEERING, INC.
By: /s/ XXXXXX X. XXXXXXXXXXX
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Name: Xxxxxx X. Xxxxxxxxxxx
Title: Vice President
DGH, INC.
By: /s/ XXXXXX X. XXXXXXXXX
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Name: Xxxxxx X. Xxxxxxxxx
Title: President
XXXXXX DRILLING U.S.A. LTD.
By: /s/ XXXXXX X. XXXXXXXXX
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Name: Xxxxxx X. Xxxxxxxxx
Title: President
XXXXXX DRILLING COMPANY OF
NEW GUINEA, INC.
By: /s/ T. XXXXX XXXXXXXX
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Name: T. Xxxxx Xxxxxxxx
Title: President
XXXXXX DRILLING COMPANY
NORTH AMERICA, INC.
By: /s/ XXXXXX X. XXXXXXXXX
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Name: Xxxxxx X. Xxxxxxxxx
Title: President
PARCAN, LIMITED
By: /s/ XXXXXX X. XXXXXXXXX
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Name: Xxxxxx X. Xxxxxxxxx
Title: President
QUAIL TOOLS, L.L.P.
By: /s/ XXXXX X. XXXX
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Name: Xxxxx X. Xxxx
Title: President and Manager
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XXXXXX TECHNOLOGY, L.L.C.
By: /s/ I. E. XXXXXXX, JR.
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Name: I. E. Xxxxxxx, Jr.
Title: Treasurer
MALLARD BAY DRILLING, L.L.C.
By: /s/ XXXXX X. XXXXX
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Name: Xxxxx X. Xxxxx
Title: Vice President
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, Trustee
By: /s/ XXXXX XXXXX
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Name: Xxxxx Xxxxx
Title: Vice President
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