exhibit10_1.htm


    

    


    BRONCO
DRILLING COMPANY, INC.

    Corporate
Headquarters

    16217
N. May Avenue

    Edmond,
OK 73013

    


    CONFIDENTIAL

    January
29, 2010

    


    Via
Overnight Courier and Email

    


    Banco
Inbursa S.A., Institución de Banca Múltiple, Grupo Financiero
Inbursa

    Paseo de
las Palmas No. 736,

    Col.
Lomas de Chapultepec,

    C.P.
11000 Mexico, D.F.

    Attn:
Luis R. Frias Humphrey

    


    
      	
               
      

            	
              Re:

            	
              Credit
      Agreement (the “Credit
      Agreement”), dated as of September 18, 2009, among Bronco Drilling
      Company, Inc., a Delaware corporation (“Bronco”), the
      Guarantors, Banco Inbursa S.A., Institución de Banca Múltiple, Grupo
      Financiero Inbursa, as Lender and as Issuing Bank (“Inbursa”).

            


    

    


    Dear Mr.
Frias:

    


    As you
know, the sharp decline in oil and natural gas prices and deterioration of the
global economy significantly decreased demand for contract oil and gas
drilling.  As illustrated in Exhibit 1, the precipitous drop in
operating rigs last year significantly decreased our EBITDA; the key covenant
metric utilized in the current Credit Agreement.  However, we believe
our core United States market has stabilized and see demand for our services
increasing.  Looking forward we believe Bronco has the opportunity to
best serve its stockholders and Inbursa’s interests by focusing all efforts on
increasing utilization and margins as well as reducing costs.  To help
us achieve that end, we hereby respectfully request that Inbursa consent to
waive Bronco’s compliance with certain provisions of Credit Agreement as set
forth herein.  Capitalized terms used but not otherwise defined herein
shall have the meanings set forth in the Credit Agreement.

    


    By your
execution of this letter, Inbursa, as Lender and Issuing Bank agrees, for good
and valuable consideration, to  waive (a) Borrower’s compliance with
the covenant contained in Section 6.15 of the Credit Agreement from the date
hereof until the quarter ended June 30, 2010 and (b) any Default or Event of
Default that may occur as a result of the Borrower’s non-compliance with the
covenant contained in Section 6.15 of the Credit Agreement from the date hereof
until the quarter ended June 30, 2010.

    


    Except as
provided herein, the Credit Agreement and the Loan Documents remain in full
force and effect as originally executed.  The express waivers set
forth herein are limited to the extent described herein and shall not be
construed to be a permanent waiver of Section 6.15 of the Credit
Agreement.

    


    Thank you
for your attention to this matter.

    


    Yours
truly,

    


    BRONCO
DRILLING COMPANY, INC. AND EACH GUARANTOR

    


    


    


    By:/s/ MATT
PORTER                                                               

                                                                         
Matt
Porter, CFO

    


    


    


    


    AGREED
AND ACCEPTED:

    


    


    BANCO
INBURSA S.A., INSTITUCIÓN DE BANCA

     

    MÚLTIPLE,
GRUPO FINANCIERO INBURSA, as

     

    Lender
and Issuing Bank

     

    
      	
              By:/s/ LUIS R. FRIAS
      HUMPHREY

            	 


    

    
      	
                    Luis
      R. Frias Humphrey, Attorney in Fact

            


    

     

    Date:  February 9,
2010

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
 

    *For purposes hereof, EBITDA is
calculated pursuant to the definition of Consolidated EBITDA under the Credit
Agreement, which differs from our calculation of EBITDA for financial reporting
purposes.