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 Companys 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 Companys 9⅝% Senior Notes due 2013 (the 9⅝% Notes) on April
21, 2010 as a result of the Companys redemption on such date of all outstanding 9⅝% 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 Officers
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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