Exhibit 10(a)
AMENDMENT TO CREDIT AGREEMENT
AMENDMENT TO CREDIT AGREEMENT dated as of May 2nd, 1994, among Parker
Drilling Company, a Delaware corporation (the "Borrower"), Morgan Guaranty
Trust Company of New York ("Morgan") and International Nederlanden (U.S.)
Capital Corporation ("INCC"), as assignor of the interest of Internationale
Nederlanden Bank, N.V. ("ING") (individually referred to herein as a "Bank"
and collectively referred to as "Banks").
WITNESSETH:
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WHEREAS, the Borrower and the Banks are parties to the Credit Agreement
dated as of September 24, 1992, (as heretofore amended by amendment dated as
of December 12, 1993, the "Agreement"); and
WHEREAS, ING assigned to INCC all of ING's rights, interests and
obligations under the Agreement pursuant to a certain Assignment and
Assumption dated September 8, 1993; and
WHEREAS, the Borrower has requested INCC, and INCC has agreed, to extend
the Loan Commitment Period with regard to INCC's Loan Commitment by amending
the Termination Date to March 1, 1996, and the Borrower has requested the
Banks, and the Banks have agreed, to amend certain covenants; and
WHEREAS, the parties hereto have agreed to such Amendment subject to the
terms contained herein;
NOW, THEREFORE, in consideration of the premises and the mutual
agreement herein contained, the Borrower and the Banks agree as follows:
1. AMENDMENT TO DEFINITION OF ING AND BANKS. All references to "ING"
in the Agreement are amended to read "INCC" and the definition of "INCC" is
added as follows:
"INCC" means International Nederlanden (U.S.) Capital Corporation
and any successors thereto or assignees thereof.
The definition of "Banks" is amended to read as follows:
"shall mean Morgan and INCC and any successors thereto or
assignees thereof; provided, however, that from and after the
later of September 1, 1994, or the date on which all amounts owing
to Morgan shall have been paid in full, "Banks" and "Bank" shall
be deemed to refer solely to INCC;"
2. AMENDMENT TO BASE RATE AND EURODOLLAR RATE. The definition of
"Base Rate" is hereby amended by deleting the phrase, "provided that if ING
shall cease to announce a prime commercial lending rate, then 'Base Rate'
shall mean," and inserting in lieu thereof, provided that with respect to INCC
'Base Rate' shall mean". The definition of "Eurodollar Base Rate" is hereby
amended by deleting the phrase, "provided that if ING shall cease to make such
offers, 'Eurodollar Base Rate' shall mean, "and inserting in place thereof,
"provided that with respect to INCC 'Eurodollar Base Rate' shall mean".
3. AMENDMENT OF TERMINATION DATE. The definition of Termination Date
shall be amended to read as follows:
"Termination Date" shall mean with regard to the Loan Commitment
of INCC the date of March 1, 1996, but shall mean September 1,
1994, with regard to the Loan Commitment of Morgan;"
4. NOTE OF INCC. Company shall execute and deliver to INCC a Note
dated as of the date of this Amendment otherwise in the form of Exhibit A to
the Agreement, with appropriate insertions as to date and principal amount,
payable to the order of INCC, which Note shall be stated to mature on the
Termination Date with respect to the Loan Commitment of INCC. Such Note shall
represent the obligation of the Company to pay INCC the aggregate principal
amount of all Loans made by INCC. All references in the Agreement to "Note"
shall refer to such Note. The Company's obligation to execute and deliver
said Note shall be contingent upon receipt by Company of any and all notes in
favor of ING by the Company duly stamped "Canceled".
5. AMENDMENT TO ARTICLE 2. Article 2 is hereby amended by adding the
following additional Subsection 2.19:
"2.19 TERMINATION DATE OF MORGAN. Notwithstanding the provisions
of Subsection 2.17 and 2.18, on the Termination Date with respect
to the Loan Commitment of Morgan, provided no Default or event of
Default shall have occurred which is continuing, the Company shall
pay to Morgan the outstanding principal of and interest on the
Loans made by Morgan to the Company under this Agreement. From
and after such payment of the outstanding principal of and
interest on the Loans made by Morgan to the Company, the
provisions of Subsection 2.17 and 2.18 shall no longer apply and
other than as provided in the next sentence, all references to
"Bank" or "Banks" in the Agreement shall refer only to INCC. The
provisions of Subsection 8.5 of the Agreement shall continue to
inure to the benefit of Morgan from and after the Termination Date
with respect to the Loan Commitment of Morgan with respect to any
liabilities, losses, damages, costs and expenses arising or
relating circumstances occurring, prior to the Termination Date
with respect to the Loan Commitment of Morgan."
6. AMENDMENT TO SUBSECTION 6.8. Subsection 6.8 is hereby amended by
deleting subpart (i) and inserting in lieu thereof:
"(i) cash expenditures not exceeding, in the aggregate for the
Company and the Restricted Subsidiaries, $50,000,000 for the
fiscal year ending August 31, 1994, and $30,000,000 for any fiscal
year thereafter on a non cumulative basis."
7. AMENDMENT TO SUBSECTION 6.12. Subsection 6.12 is hereby amended to
read as follows:
"Minimum Consolidated Operating Cash Flow. As of the end of each fiscal
quarter of the Company, the Company and Restricted Subsidiaries shall not
permit Consolidated Operating Cash Flow for the period of four consecutive
fiscal quarters ending on the date of determination thereof to be less than
$500,000; provided, however, if on the date of determination the Company has
any outstanding Indebtedness to the Bank pursuant to this Agreement or other
additional senior indebtedness allowable under this Agreement (specifically
excluding purchase money indebtedness), the Company shall not permit the
average quarterly Consolidated Operating Cash Flow for the previous four
consecutive fiscal quarters ending on the date of determination thereof to be
less than an amount equal to one-seventh (1/7) of the average outstanding
Adjusted Indebtedness of the Company during the fiscal quarter ending on the
date of determination thereof. (For the purposes of this Agreement, Adjusted
Indebtedness shall be calculated as the sum of the following: (i)
indebtedness to the Bank pursuant to this Agreement, as amended, and (ii)
other additional senior indebtedness excluding purchase money and undrawn
letters of credit. For the purposes of this subsection 6.12, Consolidated
Operating Cash Flow for any period shall mean the sum of (i) consolidated Net
Income of the Company and the Restricted Subsidiaries for such period and (ii)
any non-cash charges, including, but not limited to, deductions for
depreciation expense and amortization of intangible assets, for such period.)"
8. EFFECTIVENESS. This Amendment shall be effective as of the date
first written above when all of the following shall have occurred:
(a) "This amendment shall have been executed and delivered by the
Company and the Bank;
(b) The Bank shall have received a legal opinion of legal counsel
to the Company, in form and substance satisfactory to the Bank;
and
(c) The Bank shall have received, in form and substance
satisfactory to the Bank, a certificate dated as of the date of
this Amendment signed by a duly authorized officer of the Company
certifying as true and correct the Articles of Incorporation and
Bylaws of the Company previously delivered to the Bank (or such
amendments thereof as shall accompany such certificate) and
Resolutions of the Board of Directors of the Company approving the
execution, delivery and performance of this Amendment.
9. REPRESENTATIONS AND WARRANTIES. The Company, without limiting the
representations and warranties provided in the Agreement, hereby represents
and warrants, with respect to and as they shall apply to this Amendment, that
the representations and warranties contained in the Agreement are true and
correct as of the effective date of this Amendment and after giving effect to
the transactions contemplated hereby. Any factual information heretofore or
contemporaneously furnished by or on behalf of the Company and relied upon by
the Bank for the purposes of or in connection with this Amendment does not
contain any untrue statement of material fact or omit to state any material
fact necessary to make the statements contained herein or in said information
not misleading.
10. EXPENSES. The Company agrees to pay on demand all reasonable
costs and expenses necessarily incurred in connection with the preparation,
negotiation, execution and delivery of this Amendment, including reasonable
fees and expenses of counsel for the Bank.
11. DEFINITIONS. The terms defined in the Agreement shall have their
defined meanings when used herein.
12. EFFECT OF AGREEMENT. Except as amended and modified by this
Amendment, the Agreement shall continue to be, and shall remain, in full force
and effect in accordance with its terms.
13. MULTIPLE COUNTERPARTS. This Amendment may be executed in separate
counterparts by the Company and the Banks, all of which taken together shall
constitute one and the same Agreement.
14. GOVERNING LAW. This Amendment 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 Amendment to be
executed and delivered by their respective duly authorized officers as of the
date first written above.
PARKER DRILLING COMPANY
By: /s/I. E. Hendrix
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Its: Vice President and Treasurer
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By: /s/Bill Jenks
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Its: Vice President
INTERNATIONAL NEDERLANDEN
(U.S.) CAPITAL CORPORATION
By: /s/John T. Catchpole
--------------------------
Its: Vice President
CONSENT AND AGREEMENT
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Each of the undersigned Guarantors hereby consents to the provisions of
this Amendment and the transactions contemplated herein and hereby ratifies
and confirms the guaranty dated as of September 24, 1992, made by it for the
benefit of the Bank, and agrees that its obligations and covenants thereunder
are unimpaired hereby and shall remain in full force and effect.
Anachoreta, Inc. Mining Investments and Services
Establishment
By: /s/Thomas L. Wingerter By: /s/Ronnie McKenzie
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Title: Vice President Title: Director
Canadian Rig Leasing, Inc. OIME Export Corporation
By: /s/Jack Williams By: /s/I. E. Hendrix
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Title: President Title: Treasurer
Choctaw International Rig Corp. OIME, Inc.
By: /s/Thomas L. Wingerter By: /s/William Pritchard
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Title: Vice President Title: Vice President
Creek International Rig Corp. OIME International Division, Inc.
By: /s/Thomas L. Wingerter By: /s/I. E. Hendrix
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Title: Vice President Title: Treasurer
DGH, Inc. OIME International, Inc.
By: /s/William Pritchard By: /s/I. E. Hendrix
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Title: Vice President Title: Treasurer
Equipment Leasing Establishment Parco, Inc.
By: /s/Ronnie McKenzie By: /s/Thomas L. Wingerter
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Title: Director Title: Vice President
Parco Mast & Substructures, Inc. Parker Drilling Company of
Kuwait, Ltd.
By: /s/I. E. Hendrix By: /s/Ronnie McKenzie
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Title: Treasurer Title: President
Pardril, Inc. Parker Drilling Company of New
Guinea, Inc.
By: /s/William Pritchard By: /s/Ronnie McKenzie
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Title: Vice President Title: President
Parker Aviation Inc. Parker Drilling Company of New
Zealand, Ltd.
By: /s/I. E. Hendrix By: /s/Ronnie McKenzie
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Title: Treasurer Title: Director
Parker Drilling Company Parker Drilling Company of
International Limited Oklahoma, Incorporated
By: /s/Ronnie McKenzie By: /s/I. E. Hendrix
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Title: President Title: Treasurer
Parker Drilling Company of Parker Drilling Company of
Bolivia, Inc. Singapore, Ltd.
By: /s/Ronnie McKenzie By: /s/Ronnie McKenzie
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Title: President Title: President
Parker Drilling Company of
Eastern Hemisphere, Ltd.
By: /s/Ronnie McKenzie
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Title: President
Parker Drilling Company of
Indonesia, Inc.
By: /s/Ronnie McKenzie
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Title: President
Parker Drilling Company of Vance Systems Engineering Inc.
South American, Inc.
By: /s/Ronnie McKenzie By: /s/I. E. Hendrix
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Title: President Title: Treasurer
Parker Drilling International
of New Zealand, Ltd.
By: /s/Ronnie McKenzie
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Title: Director
Parker Drilling U.S.A. Ltd.
By: /s/William Pritchard
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Title: Vice President
Parker Kinetic Designs, Inc.
By: /s/Clif Drummond
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Title: President
Parker Technology, Inc.
By: /s/Joe Brown
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Title: President
Parker Valve Company
By: /s/William Pritchard
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Title: Vice President
Total Coverage Services
By: /s/William Pritchard
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Title: Vice President