exv4w2






Exhibit 4.2




 





SIXTH SUPPLEMENTAL INDENTURE




between




DIAMOND OFFSHORE DRILLING, INC.




and




THE BANK OF NEW YORK MELLON,




as Trustee




Dated as of




May 4, 2009




 





 









 





TABLE OF CONTENTS




 






Page




ARTICLE 1

The 2019 Notes




	 	 	 	 	 
	Section 1.01. Designation of 2019 Notes; Establishment of Form
	 	 	3	 
	Section 1.02. Amount
	 	 	7	 
	Section 1.03. Regular Interest
	 	 	7	 
	Section 1.04. Denominations
	 	 	8	 
	Section 1.05. Place of Payment
	 	 	8	 
	Section 1.06. Redemption
	 	 	8	 
	Section 1.07. Stated Maturity
	 	 	8	 
	Section 1.08. Discharge of Liability on 2019 Notes
	 	 	8	 
	Section 1.09. Other Terms of 2019 Notes
	 	 	8	 






ARTICLE 2

Amendments to the Indenture




	 	 	 	 	 
	Section 2.01. Amendments Applicable Only to 2019 Notes
	 	 	9	 
	Section 2.02. Definitions
	 	 	9	 
	Section 2.03. Registration, Registration of Transfer and Exchange
	 	 	12	 
	Section 2.04. Mutilated, Destroyed, Lost and Stolen Securities
	 	 	12	 
	Section 2.05. Amendment of Article Four of the Indenture
	 	 	13	 
	Section 2.06. Amendment to Section 501 of the Indenture
	 	 	13	 
	Section 2.07. Amendment to Section 801 of the Indenture
	 	 	15	 
	Section 2.08. Amendment to Article Ten of the Indenture
	 	 	16	 






ARTICLE 3

Miscellaneous Provisions




	 	 	 	 	 
	Section 3.01. Integral Part
	 	 	20	 
	Section 3.02. General Definitions
	 	 	20	 
	Section 3.03. Adoption, Ratification and Confirmation
	 	 	20	 
	Section 3.04. Counterparts
	 	 	20	 
	Section 3.05. Governing Law
	 	 	20	 
	Section 3.06. Conflict of Any Provision of Indenture with Trust Indenture Act of 1939
	 	 	20	 
	Section 3.07. Effect of Headings
	 	 	20	 
	Section 3.08. Severability of Provisions
	 	 	20	 
	Section 3.09. Successors and Assigns
	 	 	21	 
	Section 3.10. Benefit of Sixth Supplemental Indenture
	 	 	21	 
	Section 3.11. Acceptance by Trustee
	 	 	21	 
	ANNEX A — Form of Security
	 	 	 	 






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DIAMOND OFFSHORE DRILLING, INC.




SIXTH SUPPLEMENTAL INDENTURE




     THIS SIXTH SUPPLEMENTAL INDENTURE, dated as of May 4, 2009, between Diamond Offshore Drilling,
Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon (formerly known as
The Bank of New York) (as successor under the Indenture to The Chase Manhattan Bank), a banking
corporation organized and existing under the laws of the State of New York (the “Trustee”).



WITNESSETH




     WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated
as of February 4, 1997 (the “Indenture”), providing for the issuance from time to time of its
debentures, notes, bonds or other evidences of indebtedness in one or more fully registered series;



     WHEREAS, Section 901(5) of the Indenture provides that the Company and the Trustee may from
time to time enter into one or more indentures supplemental thereto to establish the form or terms
of Securities of a new series;



     WHEREAS, Sections 901(2) and 901(7) of the Indenture permit the execution of supplemental
indentures without the consent of any Holders to add to the covenants of the Company for the
benefit of, and to add any additional Events of Default with respect to, all or any series of
Securities;



     WHEREAS, Section 301 of the Indenture provides that the Company may enter into supplemental
indentures to establish the terms and provisions of a series of Securities issued pursuant to the
Indenture;



     WHEREAS, the Company desires to issue 5.875% Senior Notes due May 1, 2019 (the “2019 Notes”),
a new series of Security, the issuance of which was authorized by resolution of the Board of
Directors of the Company, dated April 22, 2009, and by a unanimous written consent of the
Securities Committee of the Board of Directors of the Company, dated April 29, 2009;



     WHEREAS, the Company, pursuant to the foregoing authority, proposes in and by this Sixth
Supplemental Indenture to supplement and amend in certain respects the Indenture insofar as it will
apply only to the 2019 Notes (and not to any other series); and



     WHEREAS, all things necessary have been done to make the 2019 Notes, when executed by the
Company and authenticated and delivered hereunder and duly issued by the Company, the valid and
legally binding obligations of the



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Company, and to make this Sixth Supplemental Indenture a valid and legally binding agreement
of the Company, in accordance with their and its terms.




     NOW THEREFORE:



     In consideration of the premises provided for herein, the Company and the Trustee mutually
covenant and agree for the equal and proportionate benefit of all Holders of the 2019 Notes as
follows:



ARTICLE 1

The 2019 Notes




     Section 1.01. Designation of 2019 Notes; Establishment of Form. There shall be a series of
Securities designated “5.875% Senior Notes due May 1, 2019” of the Company, and the form thereof
shall be substantially as set forth in Annex A hereto, which is incorporated into and shall
be deemed a part of this Sixth Supplemental Indenture, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by the Indenture, and may have such
letters, numbers or other marks of identification and such legends or endorsements placed thereon
as may be required to comply with the rules of any securities exchange or as may, consistently
herewith, be determined by the officers of the Company executing such 2019 Notes, as evidenced by
their execution of the 2019 Notes.



     (a) Global Securities. All of the 2019 Notes shall be issued initially in the form of one or
more notes in registered, global form without interest coupons, (collectively, the “Global
Securities”). The Global Securities shall be deposited on behalf of the purchasers of the 2019
Notes represented thereby with the Trustee, at its Corporate Trust Office, as Securities Custodian
for the depositary, The Depository Trust Company (the “DTC”) (such depositary, or any successor
thereto, being hereinafter referred to as the “Depositary”), and registered in the name of its
nominee, Cede & Co., in each case for credit to an account of a direct or indirect participant in
the DTC (including, if applicable, Euroclear System or Clearstream Banking Luxembourg), duly
executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate
principal amount of a Global Security may from time to time be increased or decreased by
adjustments made on the records of the Securities Custodian as hereinafter provided, subject in
each case to compliance with the Applicable Procedures.



     Each Global Security shall represent such of the Outstanding 2019 Notes as shall be specified
therein and each shall provide that it shall represent the aggregate principal amount of
Outstanding 2019 Notes from time to time endorsed thereon and that the aggregate principal amount
of Outstanding 2019 Notes represented thereby may from time to time be reduced or increased, as



3









 




appropriate, to reflect exchanges or redemptions of such 2019 Notes. Any endorsement of a
Global Security to reflect the amount of any increase or decrease in the principal amount of
Outstanding 2019 Notes represented thereby shall be made by the Securities Custodian in accordance
with the standing instructions and procedures existing between the Depositary and the Securities
Custodian.




     Neither any members of, or participants in, the Depositary (“Agent Members”) nor any other
Persons on whose behalf Agent Members may act shall have rights under this Sixth Supplemental
Indenture with respect to any Global Security held in the name of the Depositary or any nominee
thereof, or under the Global Security, and the Depositary (including, for this purpose, its
nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as
the absolute owner and Holder of such Global Security for all purposes whatsoever. Notwithstanding
the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the
Company or the Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or (B) impair, as between the Depositary, its Agent
Members and any other Person on whose behalf an Agent Member may act, the operation of customary
practices governing the exercise of the rights of a Holder of any 2019 Notes.



     (b) Certified Securities. Certificated Securities shall be issued only under the limited
circumstances provided in Section 1.02(a) hereof.



     (c) Paying Agent. The Company shall maintain an office or agency where 2019 Notes may be
presented for payment (“Paying Agent”). The Company shall enter into an appropriate agency
agreement with a Paying Agent. The agreement shall implement the provisions of this Sixth
Supplemental Indenture that relate to such agent. The Company shall notify the Trustee of the name
and address of any such agent. If the Company fails to maintain a Paying Agent, the Trustee shall
act as such and shall be entitled to appropriate compensation therefor pursuant to Section 607 of
the Indenture. The Company or any Subsidiary or an Affiliate of either of them may act as Paying
Agent. The Company initially appoints the Trustee as Paying Agent in connection with the 2019
Notes.



     (d) Similar Debt Securities. Any additional Securities having similar terms to the 2019
Notes, together with the 2019 Notes will constitute a single series of Securities under the
Indenture if such additional Securities are fungible with the 2019 Notes for United States federal
income tax purposes.



Section 1.02 Transfer and Exchange.




     (a) Transfer and Exchange of Global Securities.



4









 





          (1) Certificated Securities. Certificated Securities shall be issued in exchange for
interests in the Global Securities only if (i) the Depositary notifies the Company that it is
unwilling or unable to continue as depositary for the Global Securities or if it at any time ceases
to be a “clearing agency” registered under the Exchange Act if so required by applicable law or
regulation and a successor depositary is not appointed by the Company within 90 days, (ii) the
Company at any time and in its sole discretion determines not to have the 2019 Notes represented by
a Global Security, or (iii) an Event of Default has occurred and is continuing. In each case, the
Company shall execute, and the Trustee shall, upon receipt of a Company Order (which the Company
agrees to deliver promptly), authenticate and deliver Certificated Securities in an aggregate
principal amount equal to the principal amount of such Global Securities in exchange therefor.
Certificated Securities issued in exchange for beneficial interests in Global Securities shall be
registered in such names and shall be in such authorized denominations as the Depositary, pursuant
to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee.
The Trustee shall deliver or cause to be delivered such Certificated Securities to the persons in
whose names such Securities are so registered. Such exchange shall be effected in accordance with
the Applicable Procedures. Nothing herein shall require the Trustee to communicate directly with
beneficial owners, and the Trustee shall in connection with any transfers hereunder be entitled to
rely on instructions received through the registered Holder.



          In the event that Certificated Securities are issued in exchange for beneficial interests in
Global Securities in accordance with the foregoing paragraph and, thereafter, the events or
conditions specified in this Section 1.02(a)(1) which required such exchange shall have ceased to
exist, the Company shall mail notice to the Trustee and to the Holders stating that Holders may
exchange Certificated Securities for interests in Global Securities by complying with the
procedures set forth in this Indenture and briefly describing such procedures and the events or
circumstances requiring that such notice be given.




          (2) Notwithstanding any other provisions of this Indenture, a Global Security may not be
transferred, except as a whole by the Depositary to a nominee of the Depositary or by a nominee of
the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor Depositary. Nothing in this
Section 1.02(a)(2) shall prohibit or render ineffective any transfer of a beneficial interest in a
Global Security effected in accordance with the other provisions of this Section 1.02.




     (b) Restrictions on Transfer of a Beneficial Interest in a Global Security for a Certificated
Security. A beneficial interest in a Global Security may not be exchanged for a Certified Security
except under the limited circumstances provided in Section 1.02(a) hereof and upon satisfaction of
the requirements set



5









 




forth below. Upon receipt by the Trustee of a request in the form satisfactory to the Trustee
from the Depositary or its nominee on behalf of a person having a beneficial interest in a Global
Security to register the transfer of all or a portion of such beneficial interest in accordance
with Applicable Procedures for a Certificated Security, together with:




          (1) written instructions to the Trustee to make, or direct the Security Registrar to make, an
adjustment on its books and records with respect to such Global Security to reflect a decrease in
the aggregate principal amount of the 2019 Notes represented by the Global Security, such
instructions to contain information regarding the Depositary account to be credited with such
decrease; and




          (2) if the Company or the Trustee so requests, a customary opinion of counsel, certificates
and other information reasonably acceptable to them,




then the Trustee shall cause, or direct the Security Registrar to cause, in accordance with the
standing instructions and procedures existing between the Depository and the Security Registrar,
the aggregate principal amount of 2019 Notes represented by the Global Security to be decreased by
the aggregate principal amount of the Certificated Security to be issued, shall authenticate and
deliver such Certificated Security and shall debit or cause to be debited to the account of the
Person specified in such instructions a beneficial interest in the Global Security equal to the
principal amount of the Certificated Security so issued.



     (c) Transfer and Exchange of Certificated Securities. When Certificated Securities are
presented by a Holder to a Security Registrar with a request:



          (1) to register the transfer of the Certificated Securities to a person who will take delivery
thereof in the form of Certificated Securities only; or




          (2) to exchange such Certificated Securities for an equal principal amount of Certificated
Securities of other authorized denominations;



such Security Registrar shall register the transfer or make the exchange as requested; provided,
however, that the Certificated Securities presented or surrendered for register of transfer or
exchange shall be duly endorsed or accompanied by a written instrument of transfer in accordance
with the fifth paragraph of Section 305 of the Indenture.




6









 








     (d) Transfers of Certificated Securities for Beneficial Interest in Global Securities. If
Certificated Securities are presented by a Holder to a Security Registrar with a request:



          (1) to register the transfer of such Certificated Securities to a person who will take
delivery thereof in the form of a beneficial interest in a Global Security; or




          (2) to exchange such Certificated Securities for an equal principal amount of beneficial
interests in a Global Security, which beneficial interests will be owned by the Holder transferring
such Certificated Securities;



the Security Registrar shall register the transfer or make the exchange as requested by canceling
such Certificated Security and causing, or directing the Securities Custodian to cause, the
aggregate principal amount of the applicable Global Security to be increased accordingly and, if no
such Global Security is then outstanding, the Company shall issue and the Trustee shall
authenticate and deliver a new Global Security; provided, however, that the Certificated Securities
presented or surrendered for registration of transfer or exchange shall be duly endorsed or
accompanied by a written instrument of transfer in accordance with the fifth paragraph of Section
305 of the Indenture.




     (e) Transfers to the Company. Nothing in this Indenture or in the Securities shall prohibit
the sale or other transfer of any Securities (including beneficial interests in Global Securities)
to the Company or any of its Subsidiaries. Any Securities purchased by the Company shall thereupon
be canceled in accordance with Section 309 of the Indenture.



Section 103 Amount.




     Section 1.02. Amount. The Trustee shall authenticate and deliver 2019 Notes for original
issue in an aggregate principal amount of up to $500,000,000 upon a Company Order for the
authentication and delivery of 2019 Notes, without any further action by the Company. The
aggregate principal amount of 2019 Notes that may be authenticated and delivered under the
Indenture may not exceed the amount set forth in the foregoing sentence, except for 2019 Notes
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of,
other 2019 Notes pursuant to Section 1.02 of this Sixth Supplemental Indenture or Section 204, 304,
305, 306, 906 or 1107 of the Indenture.



     Section 1.03. Regular Interest. The principal of the 2019 Notes shall bear interest at the
rate of 5.875% per annum from May 4, 2009 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, payable semiannually in arrears on May 1 and November
1 of each year, commencing November 1, 2009, to the Persons in whose names the 2019 Notes



7









 




are registered at the close of business on the April 15 or October 15 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date. Interest on the 2019
Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.




     Section 1.04. Denominations. The 2019 Notes shall be in fully registered form without
coupons in denominations of $2,000 of principal amount or any integral multiple of $1,000 in excess
thereof.



     Section 1.05. Place of Payment. The Place of Payment for the 2019 Notes and the place or
places where the 2019 Notes may be surrendered for registration of transfer, exchange or redemption
and where notices may be given to the Company in respect of the 2019 Notes is at the office of the
Trustee in New York, New York and at the agency of the Trustee maintained for that purpose at the
office of the Trustee; provided, however, that payment of interest may be made at the option of the
Company by check mailed to the address of the Person entitled thereto as such address shall appear
in the Security Register (as defined in the Indenture).



     Section 1.06. Redemption. (a) There shall be no sinking fund for the retirement of the 2019
Notes.



     (b) The Company, at its option, may redeem the 2019 Notes in accordance with the provisions
and at the Redemption Price set forth under the captions “Optional Redemption” and “Notice of
Redemption” in the 2019 Notes and in accordance with the provisions of the Indenture, including,
without limitation, Article Eleven.



     Section 1.07. Stated Maturity. The date on which the principal of the 2019 Notes is due and
payable, unless accelerated, redeemed or required to be repurchased pursuant to the Indenture,
shall be May 1, 2019.



     Section 1.08. Discharge of Liability on 2019 Notes. The 2019 Notes may be discharged by the
Company in accordance with the provisions of Article Four of the Indenture, as amended by Section
2.05 hereof.



     Section 1.09. Other Terms of 2019 Notes. Without limiting the foregoing provisions of this
Article 1, the terms of the 2019 Notes shall be as set forth in the form of the 2019 Notes set
forth in Annex A hereto and as provided in the Indenture.



8









 





ARTICLE 2

Amendments to the Indenture




     Section 2.01. Amendments Applicable Only to 2019 Notes. The amendments contained herein
shall apply to the 2019 Notes only and not to any other series of Security issued under the
Indenture, and any covenants provided herein are expressly being included solely for the benefit of
the 2019 Notes and not for the benefit of any other series of Security issued under the Indenture.
These amendments shall be effective for so long as there remain any 2019 Notes Outstanding.



     Section 2.02. Definitions. Section 101 of the Indenture is hereby amended, subject to
Section 2.01 hereof and with respect to the 2019 Notes only, by inserting or restating, as the case
may be, in their appropriate alphabetical position, the following definitions:



     “Adjusted Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal
to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price
for the Comparable Treasury Issue (expressed as a percentage of the principal amount) equal to the
Comparable Treasury Price for that redemption date. The Adjusted Treasury Rate will be calculated
on the third business day preceding the Redemption Date.



     “Agent Members” has the meaning specified in Section 1.01(a).



     “Applicable Procedures” means, with respect to any transfer or exchange of beneficial
ownership interests in a Global Security, the rules and procedures that are applicable to such
transfer or exchange of the Depositary and its direct or indirect participants, including, if
applicable, those of Euroclear Bank S.A./N.V. (as operator of the Euroclear system) and Clearstream
Banking Luxembourg, which may change from time to time.



     “Capital Stock” or “capital stock” of any Person means any and all shares, interests,
partnership interests, participations, rights or other equivalents (however designated) of equity
interests (however designated) issued by that Person.



     “Certificated Security” means a Security that is in substantially the form attached hereto as
Annex A and that does not include the information or the schedule called for by footnotes
1, 2 and 3 thereof.



     “Comparable Treasury Issue” means the U.S. Treasury security selected by the applicable
Quotation Agent as having a maturity comparable to the remaining term of the 2019 Notes to be
redeemed that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing




9











 




new issues of corporate debt securities of comparable maturity to the remaining term of those 2019
Notes.




     “Comparable Treasury Price” means, with respect to any Redemption Date, (A) the average of
four Reference Treasury Dealer Quotations for that redemption date, after excluding the highest and
lowest of those Reference Treasury Dealer Quotations, or (B) if the Company obtains fewer than four
such Reference Treasury Dealer Quotations, the average of all of those quotations.



     “Consolidated Net Tangible Assets” means the total amount of assets (less applicable reserves
and other properly deductible items) after deducting (1) all current liabilities (excluding the
amount of those which are by their terms extendable or renewable at the option of the obligor to a
date more than 12 months after the date as of which the amount is being determined) and (2) all
goodwill, tradenames, trademarks, patents, unamortized debt discount and expense and other like
intangible assets, all as set forth on the most recent balance sheet of the Company and its
consolidated subsidiaries and determined in accordance with generally accepted accounting
principles.



     “Consolidated Net Worth” means, at any time, the Net Worth of the Company and its Subsidiaries
on a consolidated basis determined in accordance with GAAP.



     “Corporate Trust Office” means the principal office of the Trustee in New York, New York, at
which at any particular time its corporate trust business shall be principally administered, which
office at the date hereof is located at 101 Barclay Street, Floor 8W, New York, New York, 10286,



     “Depositary” has the meaning specified in Section 1.01(a).



     “DTC” has the meaning specified in Section 1.01(a).



     “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor
statute.



     “Funded Debt” means indebtedness of the Company or a Subsidiary owning Restricted Property
maturing by its terms more than one year after its creation and indebtedness classified as long
term debt under generally accepted accounting principles, and in each case ranking at least pari
passu with the Securities.



     “GAAP” means generally accepted accounting principles as in effect on the date of
determination in the United States.



     “Global Security” means a permanent Global Security that is in substantially the form attached
hereto as Annex A and that includes the



10









 







information and schedule called for by footnotes 1,
2 and 3 thereof and which is
deposited with the Depositary or the Securities Custodian and registered in the name of the
Depositary or its nominee.



     “Indenture” has the meaning specified in the recitals.



     “Issue Date” of any 2019 Notes means the date on which the 2019 Notes were originally issued
or deemed issued as set forth on the face of the 2019 Notes.



     “Lien” means any mortgage, pledge, lien, encumbrance, charge or security interest.



     “Net Worth” means, at any time with respect to the Company or a Subsidiary thereof, the net
worth of the Company or such Subsidiary, as the case may be, determined in accordance with GAAP.



     “Quotation Agent” means the Reference Treasury Dealer appointed by the Company for the 2019
Notes.



     “Reference Treasury Dealer” means: (A) Goldman, Sachs & Co. and J.P. Morgan Securities Inc.
and their successors; provided that, if any ceases to be a primary U.S. Government securities
dealer (“Primary Treasury Dealer”), the Company will substitute another Primary Treasury Dealer;
and (B) any other Primary Treasury Dealers selected by the Company.



     “Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer
and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. (New York City
time) on the third Business Day preceding that Redemption Date.



     “Restricted Property” means (1) any drilling rig or drillship which is leased by the Company
or any Subsidiary as a lessee, or greater than a 50% interest in which is owned by the Company or
any Subsidiary, and which is used for drilling offshore oil and gas wells, which, in the opinion of
the Board of Directors, is of material importance to the business of the Company and its
Subsidiaries taken as a whole, but no such drilling rig or drillship, or portion thereof, shall be
deemed of material importance if its net book value is less than 2% of Consolidated Net Tangible
Assets, or (2) any shares of capital stock or indebtedness of any Subsidiary owning any such
drilling rig or drillship.



     “Sale and Leaseback Transaction” means any arrangement with any Person pursuant to which the
Company or any Subsidiary leases any Restricted Property that has been or is to be sold or
transferred by the Company or the



11









 







Subsidiary to such Person, other than (1) leases for a term,
including renewals at the option of the lessee, of not more than five years, (2) leases between the
Company and a Subsidiary or between Subsidiaries, (3) leases of a Restricted
Property executed by the time of, or within 12 months after the latest of, the acquisition,
the completion of construction or improvement, or the commencement of commercial operation of the
Restricted Property, and (4) arrangements pursuant to any provision of law with an effect similar
to the former Section 168(f)(8) of the Internal Revenue Code of 1954.



     “Securities” means any securities authenticated and delivered under the Indenture, as the same
may be amended or supplemented, including 2019 Notes.



     “Securities Custodian” means the Trustee, as custodian with respect to the Securities in
global form, or any successor thereto.



     “Significant Subsidiary” means any Subsidiary, the Net Worth of which represents more than 10%
of the Consolidated Net Worth of the Company and its Subsidiaries.



     “2019 Notes” has the meaning specified in the recitals.



     “Value” means, with respect to a Sale and Leaseback Transaction, an amount equal to the
present value of the lease payments with respect to the term of the lease remaining on the date as
of which the amount is being determined, without regard to any renewal or extension options
contained in the lease (including the effective interest rate on any original issue discount
Securities), which are outstanding on the effective date of such Sale and Leaseback Transaction and
which have the benefit of Section 1010.



     Section 2.03. Registration, Registration of Transfer and Exchange. The Indenture is hereby
amended, subject to Section 2.01 hereof and with respect to the 2019 Notes only, by replacing the
seventh paragraph of Section 305 with the following paragraph:




     The Company shall not be required (i) to issue, register the transfer of or exchange
the Securities of any series during a period beginning at the opening of business 15 days
before the day of the mailing of a notice of redemption of Securities of that series
selected for redemption and ending at the close of business on the day of such mailing or
(ii) to register the transfer of or exchange any 2019 Notes so selected for redemption in
whole or in part, except the unredeemed portion of any 2019 Notes being redeemed in part.



     Section 2.04. Mutilated, Destroyed, Lost and Stolen Securities. The Indenture is hereby
amended, subject to Section 2.01 hereof and with respect to



12









 







the 2019 Notes only, by replacing the
second paragraph of Section 306 with the following paragraph:




     In case any such mutilated, destroyed, lost or stolen Security has or is about to
become due and payable, or is about to be redeemed by the
Company pursuant to Article Eleven, the Company in its discretion may, instead of
issuing a new Security, pay such Security.



     Section 2.05. Amendment of Article Four of the Indenture. Article Four of the Indenture is
hereby amended, subject to Section 2.01 hereof and with respect to the 2019 Notes only, by deleting
Sections 401, 402 and 403 and replacing those sections with the following:




     Section 401 Discharge of Liability on Securities.




     When (i) the Company delivers to the Trustee or any Paying Agent all Outstanding 2019
Notes (other than 2019 Notes replaced pursuant to Section 306) for cancellation or (ii)
all Outstanding 2019 Notes have become due and payable and the Company deposits with the
Trustee or any Paying Agent cash sufficient to pay all amounts due and owing on all
Outstanding 2019 Notes (other than 2019 Notes replaced pursuant to Section 306), and if
the Company pays all other sums payable hereunder by the Company, then this Indenture
shall, subject to Section 607, cease to be of further effect, except for the
indemnification of the Trustee, which shall survive. The Trustee shall join in the
execution of a document prepared by the Company acknowledging satisfaction and discharge
of this Indenture on demand of the Company accompanied by an Officers’ Certificate and
Opinion of Counsel and at the cost and expense of the Company.




     Section 402 Repayment to the Company.




     The Trustee and the Paying Agent shall return to the Company upon written request any
money or securities held by them for the payment of any amount with respect to the 2019
Notes that remains unclaimed for two years, subject to applicable unclaimed property law.
After return to the Company, Holders entitled to the money or securities must look to the
Company for payment as general creditors unless an applicable abandoned property law
designates another person and the Trustee and the Paying Agent shall have no further
liability to the Holders of 2019 Notes with respect to such money or securities for that
period commencing after the return thereof.



     Section 2.06. Amendment to Section 501 of the Indenture. Section 501 of the Indenture is
hereby amended, subject to Section 2.01 hereof and with respect



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to the 2019 Notes only, by deleting
subsections (1), (2), (3), (4), (5) and (6) thereof, and inserting the following as new subsections
(1), (2), (3), (4), (5) and (6) thereof:




     (1) default in the payment of any interest upon any 2019 Notes when it becomes due
and payable, and continuance of such default for a period of 30 days; or




     (2) default in the payment of the principal amount at its Maturity on the 2019 Notes
or the Redemption Price by the Company; or




     (3) a default under any bonds, debentures, notes or other evidences of indebtedness
for money borrowed by the Company or a Subsidiary or under any mortgages, indentures or
instruments under which there may be issued or by which there may be secured or evidenced
any indebtedness for money borrowed by the Company or a Subsidiary, whether such
indebtedness now exists or shall hereafter be created, which indebtedness, individually or
in the aggregate, is in excess of $25.0 million principal amount (excluding any such
indebtedness of any Subsidiary other than a Significant Subsidiary, all the indebtedness
of which Subsidiary is nonrecourse to the Company or any other Subsidiary), which default
shall constitute a failure to pay any portion of the principal of such indebtedness when
due and payable after the expiration of any applicable grace or cure period with respect
thereto or shall have resulted in such indebtedness becoming or being declared due and
payable prior to the date on which it would otherwise have become due and payable, without
such indebtedness having been discharged, or such acceleration having been rescinded or
annulled, within a period of 10 days after there shall have been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the Trustee by the
Holders of at least 25% in principal amount of the Outstanding 2019 Notes a written notice
specifying such default and requiring the Company to cause such indebtedness to be
discharged or cause such acceleration to be rescinded or annulled and stating that such
notice is a “Notice of Default” hereunder; or




     (4) default by the Company in the performance, or breach, of any covenant or warranty
of the Company in this Indenture (other than a covenant or warranty a default in whose
performance or whose breach is elsewhere in this Section 501 specifically dealt with), and
continuance of such default or breach for a period of 60 days after there has been given,
by registered or certified mail, to the Company by the Trustee or to the Company and the
Trustee by the Holders of at least 25% in principal amount of the Outstanding 2019 Notes a
written notice specifying such



14









 







default or breach and requiring it to be remedied and
stating that such notice is a “Notice of Default” hereunder; or




     (5) the entry by a court having jurisdiction in the premises of (A) a decree or order
for relief in respect of the Company or a Significant Subsidiary in an involuntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or
other similar law or (B) a decree or order adjudging the Company or a Significant
Subsidiary a bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect of the Company or
a Significant Subsidiary under any
applicable Federal or State law, or appointing a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Company or a Significant
Subsidiary or of any substantial part of their respective properties, or ordering the
winding up or liquidation of the affairs of the Company or a Significant Subsidiary, and
the continuance of any such decree or order for relief or any such other decree or order
unstayed and in effect for a period of 60 consecutive days; or




     (6) the commencement by the Company or a Significant Subsidiary of a voluntary case
or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization
or other similar law or of any other case or proceeding to be adjudicated a bankrupt or
insolvent, or the consent by either the Company or a Significant Subsidiary to the entry
of a decree or order for relief in respect of the Company or a Significant Subsidiary in
an involuntary case or proceeding under any applicable Federal or State bankruptcy,
insolvency, reorganization or other similar law or to the commencement of any bankruptcy
or insolvency case or proceeding against either the Company or a Significant Subsidiary,
or the filing by either the Company or a Significant Subsidiary of a petition or answer or
consent seeking reorganization or relief under any applicable Federal or State law, or the
consent by either the Company or a Significant Subsidiary to the filing of such petition
or to the appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Company or a Significant
Subsidiary or of any substantial part of their respective properties, or the making by
either the Company or a Significant Subsidiary of an assignment for the benefit of
creditors, or the admission by either the Company or a Significant Subsidiary in writing
of an inability to pay the debts of either the Company or a Significant Subsidiary
generally as they become due, or the taking of corporate action by the Company or a
Significant Subsidiary in furtherance of any such action.



     Section 2.07. Amendment to Section 801 of the Indenture. Section 801 of the Indenture is
hereby amended, subject to Section 2.01 hereof and with respect



15









 







to the 2019 Notes only, by deleting
subsection (1) thereof, and inserting the following as new subsection (1) thereof:




     (1) the Person formed by such consolidation or into which the Company is merged or
the Person which acquires by conveyance or transfer the properties and assets of the
Company substantially as an entirety shall expressly assume, by an indenture supplemental
hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the
due and punctual payment of the principal of (and premium, if any) and interest on all the
Securities on all the Securities and the performance of every covenant of this Indenture
on the part of the Company to be performed or observed;



     Section 2.08. Amendment to Article Ten of the Indenture. Article Ten of the Indenture is
hereby amended, subject to Section 2.01 hereof and with respect to the 2019 Notes only, by adding
the following sections thereto:




     Section 1006 Maintenance of Properties.




     The Company will cause all properties used or useful in the conduct of its business
or the business of any Subsidiary to be maintained and kept in good condition, repair and
working order, normal wear and tear excepted, and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the judgment of the Company may be necessary so that the
business carried on in connection therewith may be properly and advantageously conducted
at all times; provided, however, that nothing in this Section 1006 shall prevent the
Company from discontinuing the operation or maintenance of any of such properties, or
disposing of any of them, if such discontinuance or disposition is, in the judgment of the
Company, desirable in the conduct of its business or the business of any Subsidiary.




     Section 1007 Payment of Taxes and Other Claims.




     The Company will pay or discharge or cause to be paid or discharged, before the same
shall become delinquent, (1) all taxes, assessments and governmental charges levied or
imposed upon the Company or any Subsidiary or upon the income, profits or property of the
Company or any Subsidiary, and (2) all lawful claims for labor, materials and supplies
which, if unpaid, might by law become a material Lien upon the property of the Company or
any Subsidiary; provided, however, that the Company shall not be required to pay or
discharge or cause to be paid or discharged any such tax, assessment, charge or claim
whose amount,



16









 







applicability or validity is being contested in good faith by appropriate
proceedings.




     Section 1008 Waiver of Certain Covenants.




     The Company may omit in any particular instance to comply with any covenant or
condition set forth in Sections 1005 to 1010, inclusive, if before the time for such
compliance the Holders of at least a majority in principal amount of the Outstanding 2019
Notes shall, by Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such covenant or condition, but no such waiver shall
extend to or affect such covenant or condition except to the extent so expressly waived,
and, until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such covenant or condition shall remain in full
force and effect.




     Section 1009 Limitation on Liens.




     The Company shall not create, assume or suffer to exist any Lien on any Restricted
Property to secure any debt of the Company, any Subsidiary or any other Person, or permit
any Subsidiary so to do, without making effective provision whereby the 2019 Notes then
outstanding and having the benefit of this Section shall be secured by a Lien equally and
ratably with such debt for so long as such debt shall be so secured, except that the
foregoing shall not prevent the Company or any Subsidiary from creating, assuming or
suffering to exist Liens of the following character:




     (1) any Lien existing on the Issue Date of the 2019 Notes;




     (2) any Lien existing on Restricted Property owned or leased by a corporation at the
time it becomes a Subsidiary;




     (3) any Lien existing on Restricted Property at the time of the acquisition thereof
by the Company or a Subsidiary;




     (4) any Lien to secure any debt incurred prior to, at the time of, or within 12
months after the acquisition of Restricted Property for the purpose of financing all or
any part of the purchase price thereof and any Lien to the extent that it secures debt
which is in excess of such purchase price and for the payment of which recourse may be had
only against such Restricted Property;




     (5) any Lien to secure any debt incurred prior to, at the time of, or within 12
months after the completion of the construction and commencement of commercial operation,
alteration, repair or



17









 







improvement of Restricted Property for the purpose of financing all
or any part of the cost thereof and any Lien to the extent that it secures debt which is
in excess of such cost and for the payment of which recourse may be had only against such
Restricted Property;




     (6) any Lien securing debt of a Subsidiary owing to the Company or to another
Subsidiary;




     (7) any Lien in favor of the United States of America or any State thereof or any
other country, or any agency, instrumentality of political subdivision try of any of the
foregoing, to secure partial, progress, advance or other payments or performance pursuant
to the provisions of any contract or statute, or any Liens securing industrial
development, pollution control, or similar revenue bonds;




     (8) Liens imposed by law, such as mechanics’, workmen’s, repairmen’s, materialmen’s,
carriers’, warehousemen’s, vendors’ or other similar Liens arising in the ordinary course
of business, or governmental
(federal, state or municipal) Liens arising out of contracts for the sale of products
or services by the Company or any Subsidiary, or deposits or pledges to obtain the release
of any of the foregoing;




     (9) pledges or deposits under workmen’s compensation laws or similar legislation and
Liens of judgments thereunder which are not currently dischargeable, or good faith
deposits in connection with bids, tenders, contracts (other than for the payment of money)
or leases to which the Company or any Subsidiary is a party, or deposits to secure public
or statutory obligations of the Company or any Subsidiary, or deposits in connection with
obtaining or maintaining self insurance or to obtain the benefits of any law, regulation
or arrangement pertaining to unemployment insurance, old age pensions, social security or
similar matters, or deposits of cash or obligations of the United States of America to
secure surety, appeal or customs bonds to which the Company or any Subsidiary is a party,
or deposits in litigation or other proceedings such as, but not limited to, interpleader
proceedings;




     (10) Liens created by or resulting from any litigation or other proceeding which is
being contested in good faith by appropriate proceedings, including Liens arising out of
judgments or awards against the Company or any Subsidiary with respect to which the
Company or such Subsidiary is in good faith prosecuting an appeal or proceedings for
review; or Liens incurred by the Company or any Subsidiary for the purpose of obtaining a
stay or discharge in the course of any litigation or other proceeding to which the Company
or such Subsidiary is a party;



18









 






     (11) Liens for taxes or assessments or governmental charges or levies not yet due or
delinquent, or which can thereafter be paid without penalty, or which are being contested
in good faith by appropriate proceedings;




     (12) any extension, renewal or replacement (or successive extensions, renewals or
replacements) in whole or in part of any Lien referred to in clauses (1) through (11)
above, so long as the principal amount of the debt secured thereby does not exceed the
principal amount of debt so secured at the time of the extension, renewal or replacement
(except that, where an additional principal amount of debt is incurred to provide funds
for the completion of a specific project, the additional principal amount, and any related
financing costs, may be secured by the Lien as well) and the Lien is limited to the same
property subject to the Lien so extended, renewed or replaced (plus improvements on the
property); and




     (13) any Lien not permitted by clauses (1) through (12) above securing debt that,
together with the aggregate outstanding principal amount of all other debt of the Company
and its Subsidiaries secured by
Liens which would otherwise be prohibited by the foregoing restrictions and the
aggregate Value of existing Sale and Leaseback Transactions which would be subject to the
restrictions of Section 1010 but for this clause (13), does not at any time exceed 10% of
Consolidated Net Tangible Assets.




     Section 1010 Limitation on Sale And Leasebacks.




     The Company shall not enter into any Sale and Leaseback Transaction covering any
Restricted Property, nor permit any Subsidiary so to do, unless either:




     (1) the Company or such Subsidiary would be entitled to incur debt, in a principal
amount at least equal to the Value of such Sale and Leaseback Transaction, which is
secured by Liens on the property to be leased (without equally and ratably securing the
Outstanding 2019 Notes) because such Liens would be of such character that no violation of
the provisions of Section 1009 would result, or




     (2) the Company during the six months immediately following the effective date of
such Sale and Leaseback Transaction causes to be applied to (A) the acquisition of
Restricted Property or (B) the voluntary retirement of Funded Debt (whether by redemption,
defeasance, repurchase, or otherwise) an amount equal to the Value of such Sale and
Leaseback Transaction.



19









 





ARTICLE 3

Miscellaneous Provisions




     Section 3.01. Integral Part. This Sixth Supplemental Indenture constitutes an integral part
of the Indenture with respect to the 2019 Notes only.



     Section 3.02. General Definitions. For all purposes of this Sixth Supplemental Indenture:



     (a) capitalized terms used herein without definition shall have the meanings specified in the
Indenture; and



     (b) the terms “herein”, “hereof’, “hereunder” and other words of similar import refer to this
Sixth Supplemental Indenture.



     Section 3.03. Adoption, Ratification and Confirmation. The Indenture, as supplemented and
amended by this Sixth Supplemental Indenture, is in all respects hereby adopted, ratified and
confirmed, and this Sixth Supplemental Indenture shall be deemed part of the Indenture in the
manner and to the extent herein and therein provided. The provisions of this Sixth Supplemental
Indenture
shall, subject to the terms hereof, supersede the provisions of the Indenture to the extent
the Indenture is inconsistent herewith.



     Section 3.04. Counterparts. This Sixth Supplemental Indenture may be executed in any number
of counterparts, each of which when so executed shall be deemed an original; and all such
counterparts shall together constitute but one and the same instrument.



     Section 3.05. Governing Law. THIS SIXTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF
LAW RULES OF SAID STATE.



     Section 3.06. Conflict of Any Provision of Indenture with Trust Indenture Act of 1939. If
and to the extent that any provision of this Sixth Supplemental Indenture limits, qualifies or
conflicts with a provision required under the terms of the Trust Indenture Act of 1939, as amended,
such Trust Indenture Act provision shall control.



     Section 3.07. Effect of Headings. The Article and Section headings herein are for
convenience only and shall not affect the construction hereof.



     Section 3.08. Severability of Provisions. In case any provision in this Sixth Supplemental
Indenture or in the 2019 Notes shall be invalid, illegal or



20









 







unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected or impaired
thereby.



     Section 3.09. Successors and Assigns. All covenants and agreements in this Sixth
Supplemental Indenture by the parties hereto shall bind their respective successors and assigns and
inure to the benefit of their respective successors and assigns, whether so expressed or not.



     Section 3.10. Benefit of Sixth Supplemental Indenture. Nothing in this Sixth Supplemental
Indenture, express or implied, shall give to any Person, other than the parties hereto, any
Security Registrar, any Paying Agent, and their successors hereunder, and the Holders of the 2019
Notes, any benefit or any legal or equitable right, remedy or claim under this Sixth Supplemental
Indenture.



     Section 3.11. Acceptance by Trustee. The Trustee accepts the amendments to the Indenture
effected by this Sixth Supplemental Indenture and agrees to execute the trusts created by the
Indenture as hereby amended, but only upon the terms and conditions set forth in this Sixth
Supplemental Indenture and the Indenture. Without limiting the generality of the foregoing, the
Trustee assumes no responsibility for the correctness of the recitals contained herein, which shall
be taken as the statements of the Company and except as provided in the Indenture the Trustee shall
not be responsible or accountable in any way
whatsoever for or with respect to the validity or execution or sufficiency of this Sixth
Supplemental Indenture and the Trustee makes no representation with respect thereto. In no event
shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage
of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the
Trustee has been advised of the likelihood of such loss or damage and regardless of the form of
action. The Trustee shall not be deemed to have notice of any Default or Event of Default unless a
responsible officer of the Trustee has actual knowledge thereof or unless written notice of any
event which is in fact such a default is received by the Trustee at the Corporate Trust Office of
the Trustee, and such notice references the Securities and this Indenture. The rights, privileges,
protections, immunities and benefits given to the Trustee, including, without limitation, its right
to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its
capacities hereunder, and each agent, custodian and other Person employed to act hereunder. When
the Trustee incurs expenses or renders services in connection with an Event of Default specified
herein, the expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of administration under any
applicable Federal or state bankruptcy, insolvency or other similar law.


Section 3.12. Waiver of Jury Trial. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL


21









 






BY JURY IN
ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS
CONTEMPLATED HEREBY.




     Section 3.13. Force Majeure. In no event shall the Trustee be responsible or liable for any
failure or delay in the performance of its obligations hereunder arising out of or caused by,
directly or indirectly, forces beyond its control, including, without limitation, strikes, work
stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural
catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications
or computer (software and hardware) services; it being understood that the Trustee shall use
reasonable efforts which are consistent with accepted practices in the banking industry to resume
performance as soon as practicable under the circumstances.



[Signature page follows]




22









 





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



	 	 	 	 	 
	 	DIAMOND OFFSHORE DRILLING, INC.

 	 
	 	By:  	/s/ William C. Long
 	 
	 	 	Name:  	William C. Long 	 
	 	 	Title:  	Senior Vice President,
General
 Counsel and Secretary 	 
	 
	 	THE BANK OF NEW YORK MELLON, as Trustee

 	 
	 	By:  	/s/ Cheryl L. Clarke
 	 
	 	 	Name:  	Cheryl L. Clarke 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Sixth Supplemental Indenture]





 









 








ANNEX A




GLOBAL SECURITY




[FORM OF FACE OF SECURITY]





     [THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED
TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF
THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.



     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND
TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
THE RESTRICTIONS SET FORTH IN ARTICLE ONE OF THE INDENTURE REFERRED TO ON THE REVERSE
HEREOF.]1





 




			
	1	 	These paragraphs should be included only if the
Security is a Global Security.




 









 










[FORM OF FACE OF SECURITY]




DIAMOND OFFSHORE DRILLING, INC.




5.875% Senior Notes due 2019




	 	 	 
	Issue Date: May 4, 2009

	 	Principal Amount: $                     
	 
	 	 
	 

	 	CUSIP: 25271C AK8
	 
	 	 
	Registered: No.      

	 	ISIN: US25271CAK80






     Diamond Offshore Drilling, Inc., a Delaware corporation (herein called the “Company”, which
term includes any successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of
                                        DOLLARS ($                    ) on May 1, 2019, [or such greater or lesser
amount as is indicated in the Schedule of Exchanges of Securities on the other side of this 2019
Note]2 and to pay interest thereon from May 4, 2009 or from the most recent date to
which interest has been paid or duly provided for, semiannually on May 1 and November 1 in each
year (each, an “Interest Payment Date”), commencing November 1, 2009, at the rate of 5.875% per
annum, until the principal hereof is paid or duly made available for payment. Interest on these
2019 Notes shall be calculated on the basis of a 360-day year consisting of twelve 30-day months.
The interest so payable and punctually paid or duly provided for on any Interest Payment Date will,
as provided in such Indenture, be paid to the Person in whose name this 2019 Note (or one or more
Predecessor Securities) is registered at the close of business on the Regular Record Date for such
interest, which shall be the April 15 or October 15 (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date. Any interest which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be
payable to the registered Holder hereof on the relevant Regular Record Date by virtue of having
been such Holder, and may be paid to the Person in whose name this 2019 Note (or one or more
Predecessor Securities) is registered at the close of business on a Special Record Date for the
payment of such Defaulted Interest to be fixed by the Company, notice whereof shall be given to the
Holders of 2019 Notes not less than 10 days prior to such Special Record Date, or may be paid at
any time in any other lawful manner not inconsistent with the requirements of any





 




			
	2	 	To be included only if the Security is a Global
Security.




A-2









 









securities exchange on which the 2019 Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in such Indenture.




     Payment of the principal of and interest, if any, on this 2019 Note will be made at the office
or agency of the Company maintained for that purpose in The City of New York, in such coin or
currency of the United States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that at the option of the Company, payment of
interest, if any, may be made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register.



     Reference is hereby made to the further provisions of this 2019 Note set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



     Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this 2019 Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.



A-3









 





     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.



Dated:                                                            




	 	 	 	 	 
	 	DIAMOND OFFSHORE DRILLING, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



                                                            




Corporate Secretary





A-4









 






TRUSTEE’S CERTIFICATE OF AUTHENTICATION




     This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.



	 	 	 	 
	 

	 	THE BANK OF NEW YORK MELLON, 

     as Trustee
	 
	 	 
	 

	 	 
	 

	 	  Authorized Signature
	 
	 	 
	Date
of Authentication:                               
	 	 
	 
	 	 





A-5









 





[FORM OF REVERSE SIDE OF SECURITY]




DIAMOND OFFSHORE DRILLING, INC.




5.875% SENIOR NOTES DUE 2019




     This Security is one of a duly authorized issue of senior securities of the Company (herein
called the “Securities”), issued and to be issued in one or more series under an Indenture, dated
as of February 4, 1997, as amended by the Sixth Supplemental Indenture thereto, dated as of May 4,
2009 (as so amended, herein called the “Indenture”), between the Company and The Bank of New York
Mellon (formerly known as The Bank of New York) (as successor under the Indenture to The Chase
Manhattan Bank), as Trustee (herein called the “Trustee”, which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This Security is one of the
series designated on the face hereof (herein called the “2019 Notes”), limited in aggregate
principal amount to $500,000,000 created pursuant to the Sixth Supplemental Indenture. Capitalized
terms used and not otherwise defined in this 2019 Note are used as defined in the Indenture.



     The 2019 Notes are general unsecured and unsubordinated obligations of the Company. The
Indenture does not limit other indebtedness of the Company, secured or unsecured.



Interest on Overdue Amounts




     If the principal amount hereof or any portion of such principal amount is not paid when due
(whether upon acceleration pursuant to Section 502 of the Indenture, upon the date set for payment
of the Redemption Price as described under “Optional Redemption” or upon the Stated Maturity of
this 2019 Note) or if interest due hereon, if any (or any portion of such interest), is not paid
when due, then in each such case the overdue amount shall, to the extent permitted by law, bear
interest at the rate of 5.875% per annum, compounded semiannually, which interest shall accrue from
the date such overdue amount was originally due to the date payment of such amount, including
interest thereon, has been made or duly provided for. All such interest shall be payable as set
forth in the Indenture.



Method of Payment




     Payments in respect of principal of and interest, if any, on the 2019 Notes shall be made by
the Company in immediately available funds.



A-6









 





Paying Agent and Security Registrar




     Initially, the Trustee will act as Paying Agent and Security Registrar. The Company may
appoint and change any Paying Agent, Security Registrar or co-registrar without notice, other than
notice to the Trustee, except that the Company will maintain at least one Paying Agent in the State
of New York, City of New York, Borough of Manhattan, which shall initially be an office or agency
of the Trustee. The Company or any of its Subsidiaries or any of their Affiliates may act as
Paying Agent, Security Registrar or co-registrar.



Optional Redemption




     No sinking fund is provided for the 2019 Notes. The 2019 Notes are redeemable, in whole or in
part, at the Company’s option at any time. The redemption price for the 2019 Notes to be redeemed
on any date fixed for redemption by or pursuant to the Indenture (the “Redemption Date”), will be
equal to the greater of (i) 100% of the principal amount of the 2019 Notes to be redeemed, or (ii)
as determined by the Quotation Agent, the sum of the present values of the remaining scheduled
payments of principal and interest on such 2019 Notes (not including any portion of any payments of
interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual
basis at the Adjusted Treasury Rate plus 45 basis points; plus, in each case, accrued and unpaid
interest to the Redemption Date, assuming a 360-day year consisting of twelve 30-day months.



     On and after the Redemption Date for the 2019 Notes, interest will cease to accrue on the 2019
Notes or any portion thereof called for redemption, unless the Company defaults in the payment of
the redemption price. On or before the Redemption Date for the 2019 Notes, the Company will
deposit with the Paying Agent or the Trustee (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1003 of the Indenture), funds sufficient to pay
the redemption price of the 2019 Notes to be redeemed on such Redemption Date. If less than all of
the 2019 Notes are to be redeemed, the 2019 Notes to be redeemed will be selected by the Trustee
(i) by lot; (ii) pro rata; or (iii) by another method the Trustee considers fair and appropriate;
provided however that no 2019 Notes of a principal amount of $2,000 or less shall be redeemed in
part.



Notice of Redemption




     Notice of any redemption will be mailed at least 15 days but not more than 60 days before the
Redemption Date to each holder of the 2019 Notes to be redeemed; provided however that if the
Trustee is asked to give such notice it shall be notified in writing of such request at least 15
days prior to the date of the giving of such notice. Once notice of redemption is mailed, the 2019
Notes called



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for redemption will become due and payable on the Redemption Date and at the applicable
redemption price, plus accrued and unpaid interest to the Redemption Date.



Transfer




     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this 2019 Note is registrable in the Security Register, upon surrender of this 2019
Note for registration or transfer at the office or agency in a Place of Payment for the 2019 Notes,
duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new 2019 Notes, of any authorized denominations
and for the same aggregate principal amount, executed by the Company and authenticated and
delivered by the Trustee, will be issued to the designated transferee or transferees.



     The Securities are issuable only in registered form without coupons in denominations of $2,000
and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to
certain limitations set forth therein and on the face of this 2019 Note, 2019 Notes are
exchangeable for a like aggregate principal amount of 2019 Notes of a different authorized
denomination as requested by the Holder surrendering the same.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     Prior to due presentment of this 2019 Note for registration of transfer, the Company, the
Trustee or any agent of the Company or the Trustee may treat the Person in whose name this 2019
Note is registered as the owner hereof for all purposes, whether or not this 2019 Note be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.



Amendment, Supplement and Waiver




     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of a majority in principal amount of the Securities at the
time Outstanding of each series to be affected. The Indenture also contains provisions permitting
the Holders of specified percentages in principal amount of the Securities of each series at the
time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain



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past defaults under the Indenture and their consequences. Any such consent or waiver by the
Holder of this 2019 Note shall be conclusive and binding upon such Holder and upon all future
Holders of this 2019 Note and of any 2019 Notes issued upon the registration of transfer hereof or
in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made
upon this 2019 Note.



Successor Corporation




     When a successor corporation assumes all the obligations of its predecessor under the 2019
Notes and the Indenture in accordance with the terms and conditions of the Indenture, the
predecessor corporation will (except in certain circumstances specified in the Indenture) be
released from those obligations.



Defaults and Remedies




     Under the Indenture, Events of Default include (i) default in the payment of interest when it
becomes due and payable which default continues for a period of 30 days; (ii) default in payment of
the principal amount or Redemption Price, as the case may be, in respect of the Securities when the
same becomes due and payable; (iii) failure by the Company to comply with other agreements in the
Indenture or the Securities, subject to notice and lapse of time; (iv) default under any bond,
debenture, note or other evidence of indebtedness for money borrowed of the Company or any
Subsidiary having an aggregate outstanding principal amount of in excess of $25,000,000 (excluding
such indebtedness of any Subsidiary other than a Significant Subsidiary, all the indebtedness of
which is nonrecourse to the Company or any other Subsidiary), which default shall be with respect
to payment or shall have resulted in such indebtedness being accelerated, without such indebtedness
being discharged or such acceleration having been rescinded or annulled, subject to notice and
passage of time; and (v) certain events of bankruptcy, insolvency or reorganization of the Company
or any Significant Subsidiary. If an Event of Default with respect to Securities of this series
shall occur and be continuing, the principal amount through the acceleration date of and accrued
and unpaid interest on the Securities of this series may be declared due and payable in the manner
and with the effect provided in the Indenture. If an Event of Default occurs as a result of
certain events of bankruptcy, insolvency or reorganization of the Company, the principal amount of
and accrued and unpaid interest on the Securities Outstanding shall become due and payable
immediately without any declaration or other act on the part of the Trustee or any Holder, all as
and to the extent provided in the Indenture.



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No Recourse Against Others




     No recourse shall be had for the payment of the principal of or the interest, if any, on this
2019 Note, for any claim based hereon, or otherwise in respect hereof, or based on or in respect of
the Indenture or any indenture supplemental thereto, against any incorporator, shareholder, officer
or director, as such, past, present or future, of the Company or of any successor corporation,
whether by virtue of any constitution, statute or rule of law or by the enforcement of any
assessment of penalty or otherwise, all such liability being, by acceptance hereof and as part of
the consideration for the issue hereof, expressly waived and released.



Authentication




     This 2019 Note shall not be valid until the Trustee or an authenticating agent manually signs
the certificate of authentication on the other side of this 2019 Note.



Indenture to Control; Governing Law




     In the case of any conflict between the provisions of this 2019 Note and the Indenture, the
provisions of the Indenture shall control.



     THE INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAW RULES OF SAID STATE.



Abbreviations and Definitions




     Customary abbreviations may be used in the name of the Holder or an assignee, such as: TEN COM
(= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common),



CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).




     All terms defined in the Indenture and used in this 2019 Note but not specifically defined
herein are defined in the Indenture and are used herein as so defined.



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SCHEDULE OF EXCHANGES OF SECURITIES3




     The following exchanges or redemptions of a part of this Global Security have been made:



	 	 	 	 	 
	 	 	Amount of Decrease in	 	Amount of Increase in
	 	 	Principal Amount of	 	Principal Amount of the
	Date of Transaction	 	this Global Security	 	Global Security
	 	 	 	 	 







 




			
	3	 	This schedule should be included only if the Security
is a Global Security.






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