Exhibit 4.13




 




FIRST AMENDMENT

TO




FIRST AMENDED

AND RESTATED LOAN AGREEMENT




 




Date: July 20, 2002




 




 








	

  BORROWER:


  	

   


  	

  LENDER:


  
	

   


  	

   


  	

   


  
	

  PIONEER

  DRILLING SERVICES,  LTD.


  	

   


  	

  THE

  FROST NATIONAL BANK


  
	

  formerly

  known as Pioneer Drilling Co., Ltd.


  	

   


  	

  P.O.

  Box 1600


  
	

  9310

  Broadway, Building 1


  	

   


  	

  San

  Antonio, Texas 78296


  
	

  San

  Antonio, Texas 78217


  	

   


  	

   


  










 




 




This First Amendment to First

Amended and Restated Loan Agreement (“Amendment”) is made as of the above date

by and between Borrower and Lender and modifies certain terms of a Loan Agreement

dated as of March 19, 2002 between Borrower and Lender, relating to a Line of

Credit in the amount of $1,000,000.00 (“Loan Agreement”). The Loan Agreement is

hereby amended to read as follows:




 




1.                                       Page 1, Section 1 (a) Borrowing Base Line of

Credit. - The last sentence is hereby deleted in its entirety and the

following is inserted in lieu thereof:




 




The

sums advanced under the Borrowing Base Line of Credit shall be used for support

of short term operating cash needs and to issue from time to time one or more

Letters of Credit for the account of Borrower. 

The aggregate face amount of the Letters of Credit at any time may not

exceed $1,000,000.00.  Borrower has

agreed to pay Lender in advance a fee of 1.00% of the amount of each Letter of

Credit.




 




2.                                       Page 2, definition of the term “Borrowing Base”

is hereby deleted in its entirety and the following inserted in lieu thereof:




 




As

used in this Loan Agreement the term “Borrowing Base” shall have the meaning

set forth herein below:




 




An

amount equal to 75% of the Borrower’s Eligible Accounts less the amount of all

outstanding Letters of Credit issued by Lender for Borrower’s account.




 




3.                                       All liens and security interests securing the

Line of Credit are expressly renewed and carried forward to secure the Line of

Credit as amended pursuant to this First Amendment.




 




4.                                       Unless otherwise defined herein, terms defined in

the Loan Agreement and used herein shall have the respective meanings set forth

in the Loan Agreement.




 




5.                                       All of the terms, provisions, covenants, warranties

and agreements contained in the Loan Agreement shall remain in full force and

effect as therein written, except as amended hereby. The Loan Agreement, as

amended, is hereby ratified and confirmed in all respects.




 




The parties hereto have caused

this First Amendment to Loan Agreement to be duly executed as of the date set

forth above.




 





























 




NOTICE TO

OBLIGOR




(Required by

State Law)




 




For the purpose of this Notice,

the term “WRITTEN AGREEMENT” shall include the document set forth above,

together with each and every other document relating to and/or securing the

same loan transaction, regardless of the date of execution.




 




THIS WRITTEN

AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN 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 BETWEEN THE PARTIES.




 




	

  BORROWER:


  	

   


  	

  LENDER:


  
	

   


  	

   


  	

   


  
	

  PIONEER

  DRILLING SERVICES, LTD.


  	

   


  	

  THE

  FROST NATIONAL BANK


  
	

  formerly

  known as Pioneer Drilling Co., Ltd.


  	

   


  	

   


  
	

  By:  PDC Mgmt.

  Co., general partner


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  By:


  	

   


  	

   


  	

  By:


  	

   


  	

   


  
	

  Wm. Stacy Locke, President and CEO


  	

   


  	

  Jim

  Crosby, Executive Vice President


  
						





 




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