exv4w1






Exhibit 4.1




 





PARKER DRILLING COMPANY,

as the Issuer




and



THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Trustee



 





SECOND SUPPLEMENTAL INDENTURE




Dated as of October 26, 2010



Supplementing the Indenture dated as of July 5, 2007



 





2.125% Convertible Senior Notes due 2012



 




 









 





SECOND SUPPLEMENTAL INDENTURE




     SECOND SUPPLEMENTAL INDENTURE, dated as of October 26, 2010, between PARKER DRILLING COMPANY,
a Delaware corporation (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
(successor to The Bank of New York Trust Company, N.A.), as trustee (the “Trustee”).



RECITALS OF THE COMPANY AND THE GUARANTORS




     WHEREAS, the Company and the Trustee have executed and delivered an Indenture dated as of July
5, 2007, among the Company, the Guarantors from time to time parties thereto (the
“Guarantors”) and the Trustee (as supplemented, the “Indenture”), for the benefit
of one another and for the equal and ratable benefit of the Holders of the Company’s 2.125%
Convertible Senior Notes due 2012 (the “Notes”);



     WHEREAS, the Subsidiary Guarantees of the Guarantors under the Indenture were automatically
released and terminated pursuant to Section 11.04 of the Indenture upon the release and termination
of the Guarantors’ guarantees of the Company’s 95⁄8% Senior Notes due 2013 (the “95⁄8% Notes”) on April
21, 2010 as a result of the Company’s redemption on such date of all outstanding 95⁄8% Notes;



     WHEREAS, Section 9.01(n) of the Indenture provides that the Company, the Guarantors and the
Trustee may supplement the Indenture, without the consent of any Holder of a Note, to release any
Guarantor from any of its obligations under its Subsidiary Guarantee or the Indenture as provided
in the Indenture; and



     WHEREAS, all conditions and requirements necessary to make this Second Supplemental Indenture
valid and binding upon the Company have been performed and fulfilled;



     NOW, THEREFORE, in consideration of the above premises, each of the parties hereto agrees, for
the benefit of one another and for the equal and ratable benefit of the Holders of the Notes, as
follows:



     Section 1. Certain Terms Defined in the Indenture. All capitalized terms used and not
otherwise defined herein shall have the meanings ascribed to them in the Indenture.



     Section 2. Release of Subsidiary Guarantees of Guarantors. This Second Supplemental
Indenture evidences, pursuant to Section 11.04 of the Indenture, that the Subsidiary Guarantees of
the Guarantors under the Indenture were released and terminated on April 21, 2010.



     Section 3. Effectiveness. This Second Supplemental Indenture shall become effective
upon:



          (a) the execution and delivery of this Second Supplemental Indenture by the Company and the
Trustee; and




          (b) the delivery by the Company to the Trustee of the Opinion of Counsel and Officer’s
Certificate pursuant to Sections 9.06 and 11.04 of the Indenture.







 









 








     Section 4. Supplemental Indenture Part of Indenture. Except as expressly
supplemented hereby, all of the terms, conditions and provisions of the Indenture shall remain in
full force and effect. This Second Supplemental Indenture shall form a part of the Indenture for
all purposes and every Holder of Notes heretofore or hereafter authenticated and delivered shall be
bound hereby.



     Section 5. Trustee Makes No Representation.




     (a) The recitals of the Company contained herein shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for their correctness. The Trustee
makes no representation as to the validity or sufficiency of this Second Supplemental
Indenture.




     (b) The Trustee accepts the trusts hereunder and agrees to perform the same, but only
upon the terms and conditions set forth in the Indenture.



     Section 6. Counterpart Originals. The parties may sign any number of copies of this
Second Supplemental Indenture. Each signed copy shall be an original, but all of them together
shall represent the same agreement.



     Section 7. Headings. The headings of the Sections of this Second Supplemental
Indenture, which have been inserted for convenience of reference only, are not to be considered a
part of this Second Supplemental Indenture and shall in no way modify or restrict any of the terms
or provisions hereof.



     Section 8. Governing Law. The validity and interpretation of this Second
Supplemental Indenture shall be governed by and construed in accordance with the laws of the state
of New York, but without giving effect to applicable principles of conflicts of law to the extent
that the application of the law of another jurisdiction would be required thereby.



     Section 9. Binding Effect. All covenants and agreements in this Second Supplemental
Indenture by the Company shall bind its successors and assigns, whether so expressed or not.



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     IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be
executed as of the day and year first above written.



	 	 	 	 	 
	 	PARKER DRILLING COMPANY

 	 
	 	By:  	/s/ W. Kirk Brassfield
 	 
	 	 	Name:  	W. Kirk Brassfield 	 
	 	 	Title:  	Senior Vice President

and Chief Financial Officer 	 
	 
	 	THE BANK OF NEW YORK MELLON 
TRUST COMPANY,
N.A., as Trustee

 	 
	 	By:  	/s/ Julie Hoffman-Ramos
 	 
	 	 	Name:  	Julie Hoffman-Ramos 	 
	 	 	Title:  	Senior Associate 	 
	 



Signature Page — Second Supplemental Indenture to 2007 Indenture