exv10wc



 





Exhibit 10(c)




          SECOND AMENDMENT, dated as of February 9, 2007 (this “Second Amendment”) to the Credit
Agreement, dated as of December 20, 2004, as amended by the First Amendment, dated as of March 1,
2006 (as so amended, 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 Second 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 and other extensions of credit to the Borrower; and



          WHEREAS, the Borrower has requested that the Lenders amend, and upon this Second 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 3.1(a): Section 3.1(a) of the Credit Agreement is hereby
amended by:




     (a) restating in its entirety clause (i) set forth in the last sentence thereof as
follows:




     ”(i) be denominated in Dollars, or any other currency deemed acceptable by the
Administrative Agent and the Issuing Lender, each in its sole discretion and”; and




     (b) adding a new sentence at the end thereof as follows:




     “In the case of any Letter of Credit denominated in any currency other than
Dollars, it is understood and agreed that, for all purposes of this Agreement, the
face amount and drawable amount thereof at the time of issuance, and the amount of
any unreimbursed drawing in respect thereof at the end of each subsequent L/C Fee
Payment Date or on any applicable date of measurement hereunder, shall be deemed to
be the equivalent in Dollars of such amount at such time, in each case as reasonably
determined by the Administrative Agent in a manner acceptable to the Administrative
Agent, the Borrower and the Issuing Lender in respect of such Letter of Credit.”



          2. Representations and Warranties. As of the date hereof and after giving effect to
this Second 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 and (b) represents and warrants that (i) the persons named in the
signature blocks below are duly authorized to execute and deliver, on



 









 







behalf of the Borrower and the other Loan Parties, this Second Amendment, (ii) such persons
are now duly elected and qualified officers of the Borrower and the other Loan Parties, holding the
offices indicated below their respective names and (iii) the signature set forth on the signature
line above their respective names is such officer’s 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 Second Amendment.



          3. 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
Second 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, subject to the Administrative Agent’s
approval of such fees.



          4. 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.



          5. Effectiveness. This Second 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
Second Amendment, duly executed and delivered by the Administrative Agent, the Borrower, the
Issuing Lender and the Required Lenders.



          6. Limited Amendment. This Second 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.



          7. Counterparts. This Second Amendment may be executed by one or more of the parties
to this Second 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 Second Amendment by facsimile transmission shall be effective as delivery of
a manually executed counterpart hereof.



          8. GOVERNING LAW. THIS SECOND 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 Second 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 & CFO 	 
	 



	 	 	 	 	 
	 	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/ Michael J. Dillon
 	 
	 	 	Name:  	Michael J. Dillon 	 
	 	 	Title:  	Senior Vice President 	 
	 



	 	 	 	 	 
	 	LEHMAN COMMERCIAL PAPER INC.,

as a Lender

 	 
	 	By:  	s/ Ritam Bhalla
 	 
	 	 	Name:  	Ritam Bhalla 	 
	 	 	Title:  	 	 
	 



[Signature page to the Second Amendment]




 









 










          Each of the undersigned hereby consents to the foregoing Second Amendment and hereby confirms,
reaffirms and restates that its obligations under or in respect of the Credit Agreement, the other
Loan Documents and the documents related thereto to which it is a party are and shall remain in
full force and effect after giving effect to the foregoing Second Amendment.



	 	 	 
	 

	 	DGH, INC.
	 

	 	PADRIL, INC.
	 

	 	PARKER AVIATION, INC.
	 

	 	PARKER DRILLING COMPANY NORTH AMERICA, INC.
	 

	 	PARKER DRILLING COMPANY OF NIGER
	 

	 	PARKER DRILLING COMPANY OF OKLAHOMA, INCORPORATED
	 

	 	PARKER DRILLING COMPANY OF SOUTH AMERICA, INC.
	 

	 	PARKER DRILLING OFFSHORE CORPORATION
	 

	 	PARKER DRILLING OFFSHORE INTERNATIONAL, INC.
	 

	 	PARKER NORTH AMERICA OPERATIONS, INC.
	 

	 	PARKER TECHNOLOGY, INC.
	 

	 	PARKER TECHNOLOGY, L.L.C.
	 

	 	QUAIL USA, LLC
	 

	 	SELECTIVE DRILLING CORPORATION






	 	 	 	 	 
	 	 	 
	 	By:  	                                      s/ David W. Tucker
 	 
	 	 	Name:  	David W. Tucker 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	PARKER DRILLING OFFSHORE USA, L.L.C.

 	 
	 	By:  	s/ David W. Tucker
 	 
	 	 	Name:  	David W. Tucker 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	PARKER DRILLING MANAGEMENT SERVICES, INC.

 	 
	 	By:  	s/ David W. Tucker
 	 
	 	 	Name:  	David W. Tucker 	 
	 	 	Title:  	President 	 
	 



[Signature page to the Second Amendment]





 









 





	 	 	 	 	 
	 
	 	 	 	 
	 	 	PD MANAGEMENT RESOURCES, L.P.
	 
	 	 	 	 
	 

	 	By:
	 	Parker Drilling Management Services, Inc., its
	 

	 	 	 	General Partner
	 
	 	 	 	 
	 

	 	By:
	 	s/ David W. Tucker
	 

	 	 	 	 
	 

	 	 	 	Name: David W. Tucker
	 

	 	 	 	Title: President
	 
	 	 	 	 
	 	 	QUAIL TOOLS, L.P.
	 
	 	 	 	 
	 

	 	By:
	 	Quail USA, LLC, its General Partner
	 
	 	 	 	 
	 

	 	By:
	 	s/ David W. Tucker
	 

	 	 	 	 
	 

	 	 	 	Name: David W. Tucker
	 

	 	 	 	Title: Vice President






[Signature page to the Second Amendment]