exv4w3



 





Exhibit 4.3




 





PARKER DRILLING COMPANY,

as the Issuer,




EACH OF THE GUARANTORS PARTY HERETO,

as Guarantors



and




THE BANK OF NEW YORK TRUST COMPANY, N.A. (successor in interest to

JPMORGAN CHASE BANK NATIONAL ASSOCIATION),

as Trustee




 






FIRST SUPPLEMENTAL INDENTURE




Dated
as of November 8, 2006




Supplementing the Indenture dated as of October 10, 2003




 






9 5/8% Senior Notes due 2013




 





 









 





FIRST SUPPLEMENTAL INDENTURE




     FIRST
SUPPLEMENTAL INDENTURE, dated as of November 8, 2006, among PARKER DRILLING COMPANY, a
Delaware corporation (the “Company”), the subsidiary guarantors party to the Indenture (as
defined herein) (the “Guarantors”), Parker Intex, LLC, a Delaware limited liability company
(“LLC 1”), Parker Drilltech, LLC, a Delaware limited liability company (“LLC 5”),
Parker Drillserv, LLC, a Delaware limited liability company (“LLC 6”), Parker Drillex, LLC,
a Delaware limited liability company (“LLC 7”), Parker Rigsource, LLC, a Delaware limited
liability company (“LLC 9”), Parker Drilling Eurasia, Inc., a Delaware corporation (“US
NewCo 1”), and Parker Drilling Pacific Rim, Inc., a Delaware corporation (“US NewCo 2”)
(LLC 1, LLC 5, LLC 6, LLC 7, LLC 9, US NewCo 1 and US NewCo 2 being collectively referred to as the
“New Guarantors”), and THE BANK OF NEW YORK TRUST COMPANY, N.A. (successor in interest to
JPMORGAN CHASE BANK NATIONAL ASSOCIATION), as trustee (the “Trustee”).



RECITALS OF THE COMPANY AND THE GUARANTORS




     WHEREAS, the Company, the Guarantors and the Trustee have executed and delivered an Indenture
dated as of October 10, 2003, among the Company, the Guarantors and the Trustee (the
“Indenture”), for the benefit of one another and for the equal and ratable benefit of the
Holders of the Company’s 9 5/8% Senior Notes due 2013 (the “Notes”);



     WHEREAS, the Company has acquired or invested in the New Guarantors, and each of the New
Guarantors meets the definition of “Restricted Subsidiary” contained in the Indenture;



     WHEREAS, pursuant to Section 11.05 of the Indenture, each New Guarantor shall execute and
deliver a supplemental indenture pursuant to which such New Guarantor shall become a Guarantor and
guarantee the obligations of the Company under the Indenture and the Notes;



     WHEREAS, Section 9.01(g) 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 add any
Restricted Subsidiary as an additional Guarantor as set forth in Section 11.05 of the Indenture;



     WHEREAS, the execution and delivery of this First Supplemental Indenture has been duly
authorized by resolution of the board of directors of the Company and the Guarantors, and the
managers or the boards of directors of each of the New Guarantors, as applicable, has authorized
this First Supplemental Indenture and the guarantee of the obligations of the Company under the
Indenture and the Notes; and



     WHEREAS, all conditions and requirements necessary to make this First Supplemental Indenture
valid and binding upon the Company, the Guarantors and the New Guarantors and enforceable against
the New Guarantors in accordance with its terms, 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. Additional Guarantors; Guarantee. Each New Guarantor, by execution and
delivery of this First Supplemental Indenture, hereby agrees to be bound by the terms of the
Indenture as a Guarantor.



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



          (a) the execution and delivery of this First Supplemental Indenture by the Company, the
Guarantors, the New Guarantors and the Trustee; and




          (b) the delivery by the Company to the Trustee of the Opinion of Counsel and Officers’
Certificate pursuant to Section 11.05 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 First 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 and the Guarantors contained herein shall be taken as
the statements of the Company and the Guarantors, and the Trustee assumes no responsibility
for their correctness. The Trustee makes no representation as to the validity or
sufficiency of this First 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
First 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 First Supplemental
Indenture, which have been inserted for convenience of reference only, are not to be considered a
part of this First 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 First 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.



-2-









 





     Section 9. Binding Effect. All covenants and agreements in this First Supplemental
Indenture by the Company or by any of the Subsidiary Guarantors shall bind their successors and
assigns, whether so expressed or not.



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



	 	 	 	 	 
	 	PARKER DRILLING COMPANY

 	 
	 	By:  	 	/s/ Ronald C. Potter
 	 
	 	 	Name:  	Ronald C. Potter 	 
	 	 	Title:  	Vice President, General Counsel &
Corporate Secretary 	 
	 



Signature Page — First Supplemental Indenture to 2003 Indenture





 









 








	 	 	 	 	 
	 	GUARANTORS:	 
	 
	 	
Anachoreta, Inc.

Canadian Rig Leasing, Inc.

Choctaw International Rig Corp.

Creek International Rig Corp.

DGH, Inc.

Indocorp of Oklahoma, Inc.

Pardril, Inc.

Parker Aviation, Inc.

Parker Drilling (Kazakstan), LLC

Parker Drilling Company Eastern Hemisphere, Ltd.

Parker Drilling Company International, LLC

Parker Drilling Company International Limited

Parker Drilling Company Limited LLC

Parker Drilling Company North America, Inc.

Parker Drilling Company of Argentina, Inc.

Parker Drilling Company of Bolivia, Inc.

Parker Drilling Company of New Guinea, LLC

Parker Drilling Company of Niger

Parker Drilling Company of Oklahoma, Incorporated

Parker Drilling Company of Singapore, LLC

Parker Drilling Company of South America, Inc.

Parker Drilling Offshore Corporation

Parker Drilling Offshore International, Inc.

Parker North America Operations, Inc.

Parker Technology, Inc.

Parker Technology, LLC

Parker USA Drilling Company

Parker-VSE, Inc.

Quail USA, LLC

Selective Drilling Corporation

Universal Rig Service LLC

 	 
	 	By:  	/s/ David W. Tucker
 	 
	 	 	David W. Tucker 	 
	 	 	Vice President 	 
	 



Signature Page — First Supplemental Indenture to 2003 Indenture





 









 








	 	 	 	 	 
	 	Parker Drilling Company of Mexico, LLC

Parker Drilling Offshore USA, LLC

 	 
	 	By:  	/s/ Bruce J. Korver
 	 
	 	 	Bruce J. Korver 	 
	 	 	Vice President 	 
	 



	 	 	 	 	 
	 	Parker Drilling Management Services, Inc.

 	 
	 	By:  	/s/ David W. Tucker
 	 
	 	 	David W. Tucker 	 
	 	 	President 	 
	 



	 	 	 	 	 
	 	Parker Offshore Resources, L.P.

 	 
	 	By:  	/s/ David W. Tucker
 	 
	 	 	David W. Tucker 	 
	 	 	President, Parker Drilling Management
Services, Inc., General Partner 	 
	 



	 	 	 	 	 
	 	Parker Tools, LLC

 	 
	 	By:  	/s/ Daryl McBride
 	 
	 	 	Daryl McBride 	 
	 	 	President 	 
	 



	 	 	 	 	 
	 	Parker USA Resources, LLC

 	 
	 	By:  	/s/ Daryl McBride
 	 
	 	 	Daryl McBride 	 
	 	 	President 	 
	 



Signature Page — First Supplemental Indenture to 2003 Indenture





 









 








	 	 	 	 	 
	 	PD Management Resources, L.P.

 	 
	 	By:  	/s/ David W. Tucker
 	 
	 	 	David W. Tucker 	 
	 	 	President, Parker Drilling Management
Services, Inc., General Partner 	 
	 



	 	 	 	 	 
	 	Quail Tools, LP

 	 
	 	By:  	/s/ David W. Tucker
 	 
	 	 	David W. Tucker 	 
	 	 	Vice President, Quail USA, LLC,
General Partner 	 
	 



	 	 	 	 	 
	 	NEW GUARANTORS:	 
	 
	 	
Parker Intex, LLC

Parker Drilltech, LLC

 	 
	 	By:  	/s/ Ronald L. Taylor
 	 
	 	 	Ronald L. Taylor 	 
	 	 	Vice President 	 
	 



	 	 	 	 	 
	 	Parker Drillserv, LLC

Parker Rigsource, LLC

 	 
	 	By:  	     /s/ Steven L. Carmichael
 	 
	 	 	Steven L. Carmichael 	 
	 	 	Vice President 	 
	 



Signature Page — First Supplemental Indenture to 2003 Indenture




 









 








	 	 	 	 	 
	 	Parker Drillex, LLC

Parker Drilling Eurasia, Inc.

Parker Drilling Pacific Rim, Inc.

 	 
	 	By:  	/s/ David W. Tucker
 	 
	 	 	David W. Tucker 	 
	 	 	Vice President 	 


 Signature Page — First Supplemental Indenture to 2003 Indenture




 









 






	 	 	 	 	 



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

(successor in interest to JPMORGAN CHASE BANK

NATIONAL ASSOCIATION)

as Trustee

 	 
	 	By:  	
/s/ Mauri J. Cowen 	 
	 	 	Name:  	Mauri J. Cowen 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page — First Supplemental Indenture to 2003 Indenture