EXHIBIT 4(j)
FIRST AMENDMENT, dated as of March 1, 2006 (this First Amendment) to the Credit
Agreement, dated as of December 20, 2004 (the Credit Agreement), among Parker Drilling
Company (the Borrower), the several banks and other financial institutions or entities
from time to time parties thereto (the Lenders), Lehman Brothers Inc. as sole advisor,
sole lead arranger and sole bookrunner, Bank of America, N.A., as syndication agent, and Lehman
Commercial Paper Inc., as administrative agent (in such capacity, the Administrative
Agent). Terms defined in the Credit Agreement shall be used in this First Amendment with their
defined meanings unless otherwise defined herein.
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made,
certain Loans to the Borrower; and
WHEREAS, the Borrower has requested that the Lenders amend, and upon this First Amendment
becoming effective, the Lenders have agreed to amend, certain provisions of the Credit Agreement;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Amendment to Section 1.1. Section 1.1 of the Credit Agreement is hereby amended by
deleting the definition of L/C Commitment in its entirety and inserting in lieu thereof the
following new definition:
L/C Commitment: $40,000,000.
2. Amendment to Section 7.7. Section 7.7 of the Credit Agreement is hereby amended by
deleting clause (a) thereof in its entirety and by relettering clauses (b) and (c) thereof as
clauses (a) and (b) thereof, respectively.
3. Representations and Warranties. As of the date hereof and after giving effect to
this First Amendment, the Borrower hereby (a) confirms, reaffirms and restates the representations
and warranties made by it in Section 4 of the Credit Agreement and otherwise in the other Loan
Documents to which it is a party, (b) represents and warrants that no Default or Event of Default
has occurred and is continuing and (c) represents and warrants that (i) the person named in the
signature block below is duly authorized to execute and deliver, on behalf of the Borrower, this
First Amendment, (ii) such person is now a duly elected and qualified officer of the Borrower,
holding the office indicated below the name of such officer and (iii) the signature set forth on
the signature line above the name of such officer is such officers true and genuine signature;
provided that each reference to the Credit Agreement therein shall be deemed to be a
reference to the Credit Agreement after giving effect to this First Amendment.
4. Payment of Fees and Expenses. The Borrower agrees to pay or reimburse the
Administrative Agent for its out-of-pocket costs and expenses incurred in connection with this
First Amendment, any documents prepared in connection herewith and the transactions contemplated
hereby including, without limitation, the reasonable fees, charges and disbursements of Simpson
Thacher & Bartlett LLP, counsel to the Administrative Agent.
5. No Change. Except as expressly provided herein, no term or provision of the Credit
Agreement shall be amended, waived, modified or supplemented, and each term and provision of the
Credit Agreement shall remain in full force and effect.
6. Effectiveness. This First Amendment shall become effective as of the date set
forth above upon the receipt by the Administrative Agent (or its counsel) of counterparts of this
First Amendment, duly executed and delivered by the Administrative Agent, the Borrower, the Issuing
Lender and each of the Lenders.
7. Limited Amendment. This First Amendment shall not be deemed to be a waiver of, or
consent to, or a modification or amendment of, any other term or condition of the Credit Agreement
or any other Loan Document or to prejudice any other right or rights which the Lenders may now have
or may have in the future under or in connection with the Credit Agreement or any of the
instruments or agreements referred to therein, as the same may be amended from time to time.
8. Counterparts. This First Amendment may be executed by one or more of the parties
to this First Amendment on any number of separate counterparts, and all of said counterparts taken
together shall be deemed to constitute one and the same instrument. Delivery of an executed
signature page of this First Amendment by facsimile or electronic transmission shall be effective
as delivery of a manually executed counterpart hereof.
9. GOVERNING LAW. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE
LAW OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties have caused this First Amendment to be duly executed and
delivered by their respective proper and duly authorized officers as of the day and year first
above written.
|
|
|
|
|
|
PARKER DRILLING COMPANY
|
|
|
By: |
/s/ W.
Kirk Brassfield |
|
|
|
Name: |
W.
Kirk Brassfield |
|
|
|
Title: |
Senior Vice President and Chief Financial Officer |
|
|
|
LEHMAN COMMERCIAL PAPER INC.,
as Administrative Agent
|
|
|
By: |
/s/ Ritam
Bhalla |
|
|
|
Name: |
Ritam
Bhalla |
|
|
|
Title: |
Authorized Signatory |
|
|
|
BANK OF AMERICA, N.A.,
as Syndication Agent, Issuing Lender and a Lender
|
|
|
By: |
/s/ Claire
Liu |
|
|
|
Name: |
Claire
Liu |
|
|
|
Title: |
Senior Vice President |
|
|
|
LEHMAN BROTHERS COMMERCIAL BANK,
as a Lender
|
|
|
By: |
/s/ Darren
S. Lane |
|
|
|
Name: |
Darren
S. Lane |
|
|
|
Title: |
Vice President |
|
|