EXHIBIT 4.2
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▇▇▇▇▇▇ DRILLING COMPANY
and Subsidiary Guarantors
10 1/8% SENIOR NOTES DUE 2009
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FOURTH SUPPLEMENTAL INDENTURE
Dated as of October 10, 2003
Supplementing the Indenture dated as of May 2, 2002
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JPMORGAN CHASE BANK,
as Trustee
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FOURTH SUPPLEMENTAL INDENTURE
This Fourth Supplemental Indenture (the "Fourth Supplemental
Indenture"), dated and effective as of October 10, 2003, is made and entered
into by and among ▇▇▇▇▇▇ Drilling Company, a Delaware corporation (the
"Company"), the Restricted Subsidiaries executing as Subsidiary Guarantors (the
"Subsidiary Guarantors") and JPMorgan Chase Bank, a New York banking
organization, as Trustee (the "Trustee").
RECITALS OF THE COMPANY AND THE SUBSIDIARY GUARANTORS
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 (as amended by the First
Supplemental Indenture, the Second Supplemental Indenture and the Third
Supplemental Indenture, 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
("Indenture Obligations");
WHEREAS, Section 9.02 of the 2002 Indenture further provides that the
Trustee, the Company and the Subsidiary Guarantors may amend certain provisions
of the 2002 Indenture with the consent of Holders of at least a majority in
aggregate principal amount of the Notes then outstanding; and
WHEREAS, pursuant to the Company's Consent Solicitation Statement,
dated September 24, 2003, the Company has solicited consents from the Holders to
the amendment contained in this Fourth Supplemental Indenture, and the Company
has received valid and unrevoked consents thereto from Holders of at least a
majority in aggregate principal amount of the Notes outstanding as of the record
date fixed by the Company for such purpose, which was September 19, 2003; and
WHEREAS, the execution and delivery of this Fourth Supplemental
Indenture has been duly authorized by resolution of the board of directors of
the Company and the Subsidiary Guarantors; and
WHEREAS, all conditions and requirements necessary to make this Fourth
Supplemental Indenture valid and binding upon the Company and the Subsidiary
Guarantors have been performed and fulfilled;
NOW, THEREFORE, in consideration of the above premises, each of the
parties hereto agrees, for the benefit of the others and for the equal and
proportionate benefit of the 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. Amendment to Section 4.07. Clause (w) of the second full
paragraph of Section 4.07 shall be deleted in its entirety and replaced with the
following:
"(w) any purchase, redemption or other acquisition or
retirement, in each case at a price equal to or less than
100.786% of the principal amount of the Company's 5 1/2%
Convertible Subordinated Notes due 2004, plus accrued and
unpaid interest thereon, of up to $75 million in aggregate
principal amount of the Company's 5 1/2% Convertible
Subordinated Notes due 2004, prior to their stated maturity;"
SECTION 3. Effectiveness; Construction.
Section 3.1 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 11.05 of the
2002 Indenture and addressing the matters required
pursuant to such sections.
Section 3.2 Instruments To Be Read Together. All terms and
conditions in this Fourth Supplemental Indenture shall form a part of
the 2002 Indenture as fully and with the same effect as if all such
terms and conditions had been set forth in the 2002 Indenture. The 2002
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 2002 Indenture
and all supplements thereto, including this Fourth Supplemental
Indenture, shall be read, taken and construed together as one
instrument.
SECTION 4. Particular Representations and Covenants.
Section 4.1. Authority. The Company and the
Subsidiary Guarantors are duly authorized to execute and
deliver this Fourth Supplemental Indenture, and all corporate
action on their part required for the execution and delivery
of this Fourth Supplemental Indenture has been duly and
effectively taken.
Section 4.2. Correctness of Recitals. The Company and
the Subsidiary Guarantors represent and warrant that all
recitals and statements in this Fourth 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 2002 Indenture.
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Section 5.2 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 Subsidiary 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
Fourth Supplemental Indenture, except that the Trustee is duly
authorized to execute and deliver it.
SECTION 6. Miscellaneous Provisions.
Section 6.1 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.
Section 6.2 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 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 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 6.5 Governing Law. The internal laws of the
State of New York shall govern and be used to construe this
Fourth Supplemental Indenture.
Section 6.6 Continuation of 2002 Indenture. Except as
amended by this Fourth Supplemental Indenture, the terms and
conditions of the 2002 Indenture shall remain in full force
and effect.
Section 6.7 References to Indenture. From and after
the date of this Fourth Supplemental Indenture, all references
in the 2002 Indenture to "this Indenture", "hereof", "herein"
or similar terms and all references to the 2002 Indenture in
the Notes and other documents executed and delivered in
connection with the 2002 Indenture shall mean and refer to the
2002 Indenture, as amended by this Fourth Supplemental
Indenture.
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IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Supplemental Indenture to be duly executed, all as of the date first above
written.
▇▇▇▇▇▇ DRILLING COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇.
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇.
Title: President and
Chief Executive Officer
JPMORGAN CHASE BANK, as Trustee
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name:
Title:
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SUBSIDIARY GUARANTORS:
▇▇▇▇▇▇ Drilling Company of Oklahoma, Incorporated
▇▇▇▇▇▇ Drilling Company Limited (Nevada)
Choctaw International Rig Corp.
▇▇▇▇▇▇ Drilling Company of New Guinea, Inc.
▇▇▇▇▇▇ Drilling Company North America, Inc.
▇▇▇▇▇▇-VSE, Inc. (formerly ▇▇▇▇▇ Systems
Engineering, Inc.)
DGH, Inc.
▇▇▇▇▇▇ Drilling Company International Limited
▇▇▇▇▇▇ USA Drilling Company (formerly Parcan
Limited)
▇▇▇▇▇▇ Technology, Inc.
▇▇▇▇▇▇ Drilling Offshore Corporation (formerly
Hercules Offshore Corporation)
▇▇▇▇▇▇ Drilling Offshore International, Inc.
Anachoreta, Inc.
Pardril, Inc.
▇▇▇▇▇▇ Aviation, Inc.
▇▇▇▇▇▇ Drilling (Kazakhstan), Ltd.
▇▇▇▇▇▇ Drilling Company of Niger
▇▇▇▇▇▇ North America Operations, Inc.
Selective Drilling Corporation
Universal Rig Service Corp.
Creek International Rig Corp.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Its: Vice President & Treasurer
▇▇▇▇▇▇ Technology, L.L.C.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Its: Vice President & Manager
▇▇▇▇▇▇ Drilling Offshore USA, L.L.C.
(formerly Mallard Bay Drilling, L.L.C.)
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Its: Treasurer & Manager
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▇▇▇▇▇▇ Drilling Management Services, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Its: President
▇▇▇▇▇▇ Tools, LLC
By: /s/ ▇▇▇ Junk
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Name: ▇▇▇ Junk
Its: President and Manager
Quail USA, LLC
By: /s/ W. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Name: W. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Its: President and Manager
▇▇▇▇▇▇ USA Resources, LLC
By: /s/ ▇▇▇ Junk
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Name: ▇▇▇ Junk
Its: President and Manager
PD Management Resources, L.P.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President of its General Partner,
▇▇▇▇▇▇ Drilling Management
Services, Inc.
▇▇▇▇▇▇ Offshore Resources, L.P.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President of its General Partner,
▇▇▇▇▇▇ Drilling Management
Services, Inc.
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Quail Tools, L.P.
By: /s/ W. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Name: W. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: President of its General Partner, Quail
USA, LLC
Canadian Rig Leasing, Inc.
Indocorp of Oklahoma, Inc
▇▇▇▇▇▇ Drilling Company Eastern Hemisphere, Ltd.
▇▇▇▇▇▇ Drilling Company International, Inc.
▇▇▇▇▇▇ Drilling Company of Argentina, Inc.
▇▇▇▇▇▇ Drilling Company of Bolivia, Inc.
▇▇▇▇▇▇ Drilling Company of Singapore, Ltd.
▇▇▇▇▇▇ Drilling Company of South America, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Its: Vice President
▇▇▇▇▇▇ Drilling Company of Mexico, LLC
By: /s/ ▇▇▇▇▇ ▇. Konus
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Name: ▇▇▇▇▇ ▇. Konus
Its: Vice President
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