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EXHIBIT 4.2
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▇▇▇▇▇▇ DRILLING COMPANY
and Subsidiary Guarantors
9 3/4% SENIOR NOTES DUE 2006
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FIRST SUPPLEMENTAL INDENTURE
Dated as of April 1, 1997
Supplementing the Indenture dated as of November 12, 1996
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TEXAS COMMERCE BANK NATIONAL ASSOCIATION,
as Trustee
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FIRST SUPPLEMENTAL INDENTURE
This First Supplemental Indenture dated and effective as of April 1, 1997
(the "First Supplemental Indenture") is made and entered into by and among
▇▇▇▇▇▇ Drilling Company, a Delaware corporation (the "Company"), ▇▇▇▇▇▇
Drilling Company Limited, an Oklahoma Corporation and a wholly-owned subsidiary
of the Company ("PDC Limited"), Parcan, Limited, a Nevada corporation and a
wholly-owned subsidiary of the Company ("Parcan"), Quail Tools, LLP, an
Oklahoma limited liability partnership which is wholly-owned indirectly by the
Company ("Quail"), ▇▇▇▇▇▇ Technology, LLC, a Louisiana limited liability
company which is wholly-owned indirectly by the Company ("Partech") and Mallard
Bay Drilling, LLC, an Oklahoma limited liability company which is wholly-owned
indirectly by the Company ("Mallard," together with PDC Limited, Parcan, Quail
and Partech, the "New Guarantors") and Texas Commerce Bank National
Association, a national banking association, as trustee (the "Trustee").
RECITALS OF THE COMPANY AND THE NEW GUARANTORS
WHEREAS, the Company, the Subsidiary Guarantors and the Trustee have
executed and delivered an Indenture dated as of November 12, 1996 by and among
the Company, the Trustee and the Subsidiary Guarantors thereof (the "Original
Indenture"), providing for the issuance by the Company of $300,000,000 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 Original Indenture and the Notes by the Company (the
"Indenture Obligations");
WHEREAS, Section 9.01(a)(vi) of the Original 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 Original Indenture to add any
Restricted Subsidiary as an additional Subsidiary Guarantor as provided in
Section 10.02 of the Original Indenture or to evidence the succession of
another Person to any Subsidiary Guarantor pursuant to Section 10.04 of the
Original Indenture and the assumption by any such successor of the covenants
and agreements of such Subsidiary Guarantor contained in the Original Indenture
and in the Subsidiary Guarantee of such Subsidiary Guarantor;
WHEREAS, the Company and certain Restricted Subsidiaries, including the New
Guarantors, have determined that considerable operating and financial
efficiencies can be achieved by reorganizing the legal status of said
Restricted Subsidiaries, restructuring the legal and financial relationships
among said Restricted Subsidiaries and consolidating the operations of said
Restricted Subsidiaries, which efficiencies will accrue to the benefit of all
Restricted Subsidiaries involved in said reorganization and restructuring;
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WHEREAS, the foregoing restructuring will involve transferring assets or
real property or equipment having a fair market value or book value in excess
of $1M to certain of the New Guarantors and the making of an investment in
certain of the New Guarantors in excess of $1M and the providing of a guarantee
under the Senior Credit Facility by the New Guarantors (the "Proposed
Actions");
WHEREAS, Section 10.02 of the Original Indenture provides that the
undertaking of the Proposed Actions requires: (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 Original Indenture as
applicable to a Subsidiary Guarantor; and (ii) the execution of a Subsidiary
Guarantee of the Notes by the New Guarantors;
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 premises and other good and
valuable consideration, the parties hereto mutually covenant and agree for the
equal and ratable benefit of the respective Holders of the Notes as follows:
ARTICLE I
ADDITIONAL GUARANTORS
Section 1.1 Addition of Guarantors. Each of the New Guarantors, by
execution and delivery of this First Supplemental Indenture, hereby agrees to
be bound by the terms of the Indenture as Subsidiary Guarantors.
Section 1.2 Guarantees of Subsidiary Guarantors. Attached as Exhibit A
and incorporated herein by reference, are the respective Subsidiary Guarantees
of the New Guarantors in the form prescribed in the Original Indenture, by
which each of the New Guarantors agrees to guarantee the obligations of the
Company, in accordance with the terms set out in such form of Subsidiary
Guarantee.
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ARTICLE II
PARTICULAR REPRESENTATIONS OF THE COMPANY
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 Firsts Supplemental Indenture has been duly and effectively
taken.
Section 2.2 Correctness of Recitals. The Company represents and warrants
that all recitals and statements contained 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 Original 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 Original Indenture as fully
and with the same effect as if all such terms and conditions 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 its terms, as supplemented by this First Supplemental Indenture. The
Original 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 Original Indenture.
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.
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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 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.
▇▇▇▇▇▇ DRILLING COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Sr. Vice President
▇▇▇▇▇▇ DRILLING COMPANY LIMITED
By: /s/ I.E. ▇▇▇▇▇▇▇
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Name: I.E. ▇▇▇▇▇▇▇
Title: Vice President
PARCAN, LIMITED
By: /s/ I. E. ▇▇▇▇▇▇▇
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Name: I. E. ▇▇▇▇▇▇▇
Title: Vice President
QUAIL TOOLS, LLP
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Treasurer
▇▇▇▇▇▇ TECHNOLOGY, LLC
By: /s/ I. E. ▇▇▇▇▇▇▇
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Name: I. E. ▇▇▇▇▇▇▇
Title: Treasurer
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▇▇▇▇▇▇▇ ▇▇▇ DRILLING, LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, as Trustee
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇
Vice President