Exhibit 10.1
AMENDMENT TO CREDIT AGREEMENT
THIS AMENDMENT TO CREDIT AGREEMENT (this Amendment), dated as of June 30, 2008, but
effective as of May 15, 2008 (the Effective Date), is entered into by and among PARKER
DRILLING COMPANY, a Delaware corporation (the Borrower), each lender from time to time
party to the Credit Agreement defined below (collectively, the Lenders and individually,
a Lender), BANK OF AMERICA, N.A., as Administrative Agent and an L/C Issuer, LEHMAN
COMMERCIAL PAPER INC., as Syndication Agent, and ABN AMRO BANK N.V., as Documentation Agent.
WITNESSETH:
WHEREAS, the Borrower, the Lenders, the L/C Issuers, the Administrative Agent, the Syndication
Agent and the Documentation Agent have entered into that certain Credit Agreement, dated as of May
15, 2008, by and among the Borrower, the Lenders, the L/C Issuer, the Administrative Agent, the
Syndication Agent and the Documentation Agent (as may be amended, restated, supplemented or
otherwise modified, the Credit Agreement); and
WHEREAS, the Borrower, the Lenders, the L/C Issuers, the Administrative Agent, the Syndication
Agent and the Documentation Agent intend to waive certain provisions of the Credit Agreement and
amend certain provisions of the Credit Agreement as set forth herein.
NOW THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein,
the parties hereto agree as follows:
SECTION 1. Definitions. Unless otherwise defined in this Amendment, each capitalized
term used in this Amendment has the meaning assigned to such term in the Credit Agreement.
SECTION 2. Limited Waiver of Section 4.01(a). Effective on (and subject to the
occurrence of) the Effective Date, the Administrative Agent, each L/C Issuer and each Lender hereby
waives until June 13, 2008, (a) compliance with the delivery requirements set forth in clauses (i),
(iii), (v), (vi), (vii), (viii) and (xi) of Section 4.01(a) of the Credit Agreement solely with
respect to each of Parker Drilling Company International LLC, a Delaware limited liability company,
and Parker Drilling (Kazakhstan), LLC, a Delaware limited liability company, as a Loan Party and
(b) any Event of Default that occurred, or may occur, pursuant to Section 8.01(c) or (d) of the
Credit Agreement, solely as a result of such non-compliance.
SECTION 3. Amendment of Section 9.10 of the Credit Agreement. Section 9.10 of the
Credit Agreement is hereby amended by deleting clause (c) thereof and replacing it in its entirety
with the following:
(c) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty
and Collateral Documents (i) if such Person ceases to be a Subsidiary or (ii) in the case of each
Subsidiary Guaranty that is a guarantor of obligations under any Indenture but would otherwise
qualify as an Excluded Subsidiary at the time such Person became a Subsidiary Guarantor, if such
Person ceases to be a guarantor of the obligations under any Indenture so that
such Person qualifies as an Excluded Subsidiary, in each case (with respect to the foregoing
clauses (i) and (ii)), as a result of a transaction permitted hereunder.
SECTION 4. Representations and Warranties, Etc. To induce the Lenders and L/C Issuers
to enter into this Amendment, the Borrower represents and warrants to the Administrative Agent,
each L/C Issuer and the Lenders that as of the date hereof (giving effect to Section 2 hereof):
(a) each of the representations and warranties by the Borrower contained in the Credit
Agreement and in the other Loan Documents are true and correct on and as of the date hereof in all
material respects as though made as of the date hereof, except those that by their terms relate
solely as to an earlier date, in which event they shall be true and correct on and as of such
earlier date;
(b) the execution, delivery and performance of this Amendment has been duly authorized by all
requisite organizational action on the part of the Borrower;
(c) the Credit Agreement and each other Loan Document constitute valid and legally binding
agreements enforceable against each Loan Party that is a party thereto in accordance with their
respective terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or
affecting creditors rights generally and by general principles of equity, regardless of whether
considered in a proceeding in equity or at law; and
(d) no Default or Event of Default exists under the Credit Agreement or any of the other Loan
Documents.
SECTION 5. Ratification. The Borrower hereby ratifies and confirms, as of the
Effective Date, (a) the covenants and agreements contained in each Loan Document to which it is a
party, including, in each case, as such covenants and agreements may be modified by this Amendment
and the transactions contemplated thereby and (b) all of the Obligations under the Credit Agreement
and the other Loan Documents. This Amendment is an amendment to the Credit Agreement, and the
Credit Agreement as amended hereby, is hereby ratified, approved and confirmed in each and every
respect.
SECTION 6. Effectiveness. This Amendment shall become effective as of the Effective
Date when all of the conditions set forth in this Section have been satisfied.
(a) The Administrative Agent shall have received duly executed counterparts of this Amendment
from the Borrower, the Administrative Agent, each L/C Issuer, the Syndication Agent, the
Documentation Agent and each Lender; and
(b) The Administrative Agent shall have received (i) all reasonable out-of-pocket fees, costs
and expenses incurred in connection with the negotiation, preparation, execution and delivery of
this Amendment and related documents (including the fees, charges and disbursements of counsel to
the Administrative Agent), and (ii) all other fees, costs and expenses due and payable pursuant to
Section
10.04 of the Credit Agreement, in each case under either clause (i) or (ii) above, to the extent
then invoiced.
SECTION 7. Governing Law; Severability; Integration. THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. If any provision of this
Amendment or any other Loan Document is held to be illegal, invalid or unenforceable, (a) the
legality, validity and enforceability of the remaining provisions of this Amendment and the other
Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good
faith negotiations to replace the illegal, invalid or unenforceable provisions with valid
provisions the economic effect of which comes as close as possible to that of the illegal, invalid
or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction. This Amendment and the
other Loan Documents constitute the entire contract among the parties relating to the subject
matter hereof and supersede any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof.
SECTION 8. Execution in Counterparts. This Amendment may be executed by the parties
hereto in several counterparts (and by different parties hereto in different counterparts), each of
which shall constitute an original and all of which when taken together shall constitute a single
document.
SECTION 9. Successors and Assigns. This Amendment shall be binding upon and inure to
the benefit of the parties hereto and their respective permitted successors and assigns;
provided, however, that (a) the Borrower may not assign or transfer its rights or
obligations hereunder without the prior written consent of the Administrative Agent and each
Lender; and (b) the rights of sale, assignment and transfer of the Lenders are subject to Section
10.06 of the Credit Agreement.
SECTION 10. Miscellaneous. (a) On and after the effectiveness of this Amendment, each
reference in each Loan Document to the Credit Agreement, thereunder,
thereof or words of like import referring to the Credit Agreement shall mean and be a
reference to the Credit Agreement as amended or otherwise modified by this Amendment; (b) the
execution, delivery and effectiveness of this Amendment shall not, except as expressly provided
herein, operate as a waiver of any default of the Borrower or any right, power or remedy of the
Administrative Agent, the L/C Issuers, the Syndication Agent, the Documentation Agent or the
Lenders under any of the Loan Documents, nor constitute a waiver of any provision of any of the
Loan Documents; (c) this Amendment is a Loan Document executed pursuant to the Credit Agreement and
shall (unless otherwise expressly indicated therein) be construed, administered and applied in
accordance with the terms and provisions of the Credit Agreement; and (d) a facsimile signature of
any party hereto shall be deemed to be an original signature for purposes of this Amendment.
SECTION 11. ENTIRE AGREEMENT. THlS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL
AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
[Remainder of Page Left Intentionally Blank]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the date first above written.
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PARKER DRILLING COMPANY
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By: |
/s/ David W. Tucker
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Name: |
David W. Tucker |
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Title: |
Treasurer and Assistant Secretary |
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BANK OF AMERICA, N.A., as
Administrative Agent
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By: |
/s/ Shelley A. McGregor
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Name: |
Shelley A. McGregor |
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Title: |
Senior vice President |
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BANK OF AMERICA, N.A., as a Lender and an
L/C Issuer
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By: |
/s/ Shelley A. McGregor
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Name: |
Shelley A. McGregor |
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Title: |
Senior Vice President |
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LEHMAN COMMERCIAL PAPER INC., as Syndication Agent and a Lender
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By: |
/s/ Ritam Bhalla
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Name: |
Ritam Bhalla |
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Title: |
Authorized Signatory |
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ABN AMRO BANK N.V., as Documentation
Agent and a Lender
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By: |
/s/ John D. Reed
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Name: |
John D. Reed |
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Title: |
Director |
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By: |
/s/ Todd D. Vaubel
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Name: |
Todd D. Vaubel |
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Title: |
Vice President |
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CATERPILLAR FINANCIAL SERVICES CORPORATION, as a Lender
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By: |
/s/ Roger Scott Freistat
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Name: |
Roger Scott Freistat |
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Title: |
Credit Manager |
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NATIXIS, as a Lender
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By: |
/s/ Tim Polvado
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Name: |
Tim Polvado |
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Title: |
Managing Director |
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By: |
/s/ Liana Tchernysheva
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Name: |
Liana Tchernysheva |
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Title: |
Director |
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WHITNEY NATIONAL BANK, as a Lender
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By: |
/s/ Paul Cole
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Name: |
Paul Cole |
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Title: |
Vice President |
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WELLS FARGO BANK, N.A. as a Lender
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By: |
/s/ Corbin Womac
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Name: |
Corbin Womac |
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Title: |
Assistant Vice President |
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DUEUTSCHE BANK AG NEW YORK
BRANCH, as a Lender
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By: |
/s/ Evelyn Thierry
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Name: |
Evelyn Thierry |
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Title: |
Vice President |
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By: |
/s/ Dusan Lazarov
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Name: |
Dusan Lazarov |
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Title: |
Vice President |
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HSBC BANK USA, NATIONAL
ASSOCIATION, as a Lender
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By: |
/s/ Steven F. Larsen
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Name: |
Steven F. Larsen |
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Title: |
First Vice President |
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NORTHERN BANK, as a Lender
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By: |
/s/ Leonard F. Horst
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Name: |
Leonard F. Horst |
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Title: |
Senior Vice President |
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