exv10w1






Exhibit 10.1




SEVENTH AMENDMENT TO LOAN AGREEMENT




     THIS SEVENTH AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is made and entered into
as of this 30th day of September, 2008, by and among THE CIT GROUP/BUSINESS CREDIT, INC., a New
York corporation (“CITBC”), in its individual capacity as a Lender and as Agent for the
Lenders hereinafter named (the “Agent”), WELLS FARGO FOOTHILL, INC., a California
corporation formerly known as Foothill Capital Corporation (“Wells Fargo”), PNC BANK, NATIONAL
ASSOCIATION, a national banking association (“PNC”), and any other party hereafter becoming a
Lender pursuant to Section 12.4(b) of the Loan Agreement (as hereinafter defined), each
individually sometimes referred to as a “Lender” and, collectively, the “Lenders”),
GREY WOLF DRILLING COMPANY L.P., a Texas limited partnership (the “Borrower”), GREY WOLF,
INC., a Texas corporation (the “Parent”), GREY WOLF HOLDINGS COMPANY, a Nevada corporation
(“Holdings”), GREY WOLF LLC, a Louisiana limited liability company (“GWLLC”), DI
ENERGY, INC., a Texas corporation (“Energy”), GREY WOLF INTERNATIONAL, INC., a Texas
corporation (“International”), DI/PERFENSA INC., a Texas corporation (“Perfensa”),
MURCO DRILLING CORPORATION, a Delaware corporation (“Murco”) (Parent, Holdings, GWLLC,
Energy, International, Perfensa and Murco are referred to collectively herein as the
“Guarantors”).



RECITALS




     1. WHEREAS, pursuant to the terms and subject to the conditions of that certain Loan Agreement
dated as of January 14, 1999 among the parties hereto, as amended by that certain First Amendment
to Loan Agreement dated as of December 20, 2001, that certain Second Amendment to Loan Agreement
dated as of February 7, 2003, that certain Third Amendment to Loan Agreement dated as of May 1,
2003, that certain Fourth Amendment to Loan Agreement dated as of March 25, 2004 and effective as
of March 31, 2004, and that certain Fifth Amendment to Loan Agreement dated as of December 31, 2004
and that certain Sixth Amendment to Loan Agreement entered into as of September 9, 2005 (such Loan
Agreement, as the same was previously amended, is hereby amended and may hereafter be amended from
time to time, being hereinafter referred to as the “Loan Agreement”), the Borrower was
granted a revolving line of credit which included a letter of credit facility;



     2. WHEREAS, the indebtedness of the Borrower to the Lenders is currently evidenced by that
certain Revolving Note dated December 31, 2004 (the “Revolving Note”), executed by the
Borrower and payable to CITBC as Agent for the benefit of the Lenders in the stated principal
amount of $100,000,000;



     3. WHEREAS, payment of the Obligations of the Borrower are supported by the guarantees of the
Guarantors contained in Section 13 of the Loan Agreement;



     4. WHEREAS, to secure, in part, the indebtedness under the Loan Agreement and the Revolving
Note (and all renewals, extensions, modifications and/or rearrangements thereof and in connection
therewith) and all other indebtedness, liabilities and obligations of the



 









 







Borrower and the Guarantors to the Agent for the benefit of the Lenders, then existing or
thereafter arising, the Borrower and the Guarantors have heretofore executed in favor of the Agent
certain Credit Documents (as defined in the Loan Agreement), including, without limitation, the
Security Documents (as defined in the Loan Agreement), which Credit Documents, as amended in
connection herewith, shall continue in full force and effect upon the execution of this Amendment
and shall continue to secure the payment by the Borrower and the Guarantors of the Obligations (as
defined in the Loan Agreement), all as more fully set forth therein and herein;



     5. WHEREAS, the parties hereto desire to amend the Loan Agreement as hereinafter provided.



     NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the
Guarantors, the Agent and the Lenders, intending to be legally bound, agree as follows:



AGREEMENT




ARTICLE I

Definitions




     1.01 Capitalized terms used in this Amendment are defined in the Loan Agreement, as amended
hereby, unless otherwise stated.



ARTICLE II

Amendments and Agreements




     2.01 Amendment and Restatement of Definition of “Final Maturity Date” set forth in Section
10 of the Loan Agreement. Effective as of the date of execution of this Amendment, the
definition of “Final Maturity Date” set forth in Section 10 of the Loan Agreement is
amended and restated to read in its entirety as follows:



     “‘Final Maturity Date’ shall mean March 31, 2009.”



     2.02 Fee. In consideration for the agreements set forth herein, Borrower shall pay to
Agent, for the pro rata benefit of the Lenders, a fee of $75,000, which fee (a) shall be deemed
fully earned on the date of execution of this Amendment, (b) shall be non-refundable and (c) shall
be due and payable in full on the date of execution of this Amendment.



 









 





ARTICLE III

Conditions Precedent




     3.01 Conditions to Effectiveness. The effectiveness of this Amendment is subject to
the satisfaction of the following conditions precedent in a manner satisfactory to Agent,
unless specifically waived in writing by Agent:




     (a) Agent shall have received each of the following, each in form and substance
satisfactory to Agent, in its sole discretion, and, where applicable, each duly executed by
each party thereto, other than Agent:




     (i) This Amendment, duly executed by the Borrower and the Guarantors;
and




     (iii) All other documents Agent may request with respect to any matter
relevant to this Amendment or the transactions contemplated hereby.




     (b) No Default or Event of Default shall have occurred and be continuing, unless such
Default or Event of Default has been otherwise specifically waived in writing by Agent.




     (c) All corporate proceedings taken in connection with the transactions contemplated by
this Amendment and all documents, instruments and other legal matters incident thereto shall
be satisfactory to Agent.




     (d) The representations and warranties contained herein and in the Loan Agreement and
the other Credit Documents (as defined in the Loan Agreement), as each is amended hereby,
shall be true and correct as of the date hereof, as if made on the date hereof.




     (e) Agent shall have received payment, in immediately available funds, of the fee
described in Section 2.2 hereof.



ARTICLE IV

Ratifications, Representations and Warranties




     4.01 Ratifications. The terms and provisions set forth in this Amendment shall modify
and supersede all inconsistent terms and provisions set forth in the Loan Agreement and the other
Credit Documents, and, except as expressly modified and superseded by this Amendment, the terms and
provisions of the Loan Agreement and the other Credit Documents are ratified and confirmed and
shall continue in full force and effect. The Borrower, Guarantors, Agent and Lenders agree that
the Loan Agreement and the other Credit Documents, as amended hereby, shall continue to be legal,
valid, binding and enforceable in accordance with their respective terms.



 









 





     4.02 Representations and Warranties. The Borrower and Guarantor (the “Credit Parties”) hereby represent and warrant to
Agent and the Lenders that (a) the execution, delivery and performance of this Amendment and any
and all other Credit Documents executed and/or delivered in connection herewith have been
authorized by all requisite corporate action on the part of the Credit Parties and will not violate
the organizational documents of the Credit Parties; (b) the Managers or Board of Directors of each
of the Credit Parties (or the Board of Directors of the corporate general partners of any Credit
Party that is a limited partnership) has authorized the execution, delivery and performance of this
Amendment and any and all other Credit Documents executed and/or delivered in connection herewith;
(c) the representations and warranties contained in the Loan Agreement, as amended hereby, and any
other Credit Document are true and correct on and as of the date hereof and on and as of the date
of execution hereof as though made on and as of each such date (except to the extent they relate to
a specific date); (d) no Default or Event of Default under the Loan Agreement, as amended hereby,
has occurred and is continuing, unless such Default or Event of Default has been specifically
waived in writing by Agent; (e) the Credit Parties are in full compliance with all covenants and
agreements contained in the Loan Agreement and the other Credit Documents, as amended hereby; and
(f) since the date of the initial closing of the Loan Agreement, the Credit Parties have not
amended their (i) Articles (or Certificates) of Incorporation or their Bylaws, if a corporation,
(ii) limited partnership agreement or certificate of limited partnership, if a limited partnership,
or (iii) Articles of Organization or operating agreement, if a limited liability company, except as
otherwise disclosed to Agent.



ARTICLE V

Miscellaneous Provisions




     5.01 Survival of Representations and Warranties. All representations and warranties
made in the Loan Agreement or any other Credit Document, including, without limitation, any
document furnished in connection with this Amendment, shall survive the execution and delivery of
this Amendment and the other Credit Documents, and no investigation by Agent or any closing shall
affect the representations and warranties or the right of Agent to rely upon them.



     5.02 Reference to Loan Agreement. Each of the Loan Agreement and the other Credit
Documents, and any and all other Credit Documents, documents or instruments now or hereafter
executed and delivered pursuant to the terms hereof or pursuant to the terms of the Loan Agreement,
as amended hereby, are hereby amended so that any reference in the Loan Agreement and such other
Credit Documents to the Loan Agreement shall mean a reference to the Loan Agreement, as amended
hereby.



     5.03 Expenses of Agent. As provided in the Loan Agreement, the Borrower agrees to pay
on demand all reasonable costs and expenses incurred by Agent in connection with the preparation,
negotiation, and execution of this Amendment and the other Credit Documents executed pursuant
hereto and any and all amendments, modifications, and supplements thereto, including, without limitation,
the reasonable costs and fees of Agent’s legal counsel, and all reasonable costs and expenses
incurred by Agent in connection with the enforcement or



 









 







preservation of any rights under the Loan
Agreement, as amended hereby, or any other Credit Documents, including, without limitation, the
reasonable costs and fees of Agent’s legal counsel.



     5.04 Severabilitv. Any provision of this Amendment held by a court of competent
jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this
Amendment and the effect thereof shall be confined to the provision so held to be invalid or
unenforceable.



     5.05 Successors and Assigns. This Amendment is binding upon and shall inure to the
benefit of Agent, the Lenders, and the Credit Parties and their respective successors and assigns,
except that the Credit Parties may not assign or transfer any of their rights or obligations
hereunder without the prior written consent of Agent.



     5.06 Counterparts. This Amendment may be executed in one or more counterparts, each of
which when so executed shall be deemed to be an original, but all of which when taken together
shall constitute one and the same instrument.



     5.07 Effect of Waiver. No consent or waiver, express or implied, by Agent to or for
any breach of or deviation from any covenant or condition by the Credit Parties shall be deemed a
consent to or waiver of any other breach of the same or any other covenant, condition or duty.



     5.08 Headings. The headings, captions, and arrangements used in this Amendment are for
convenience only and shall not affect the interpretation of this Amendment.



     5.09 Applicable Law. THIS AMENDMENT AND ALL OTHER CREDIT DOCUMENTS EXECUTED PURSUANT
HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE IN AND SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



     5.10 Final Agreement. THE LOAN AGREEMENT AND THE OTHER CREDIT DOCUMENTS, EACH AS
AMENDED HEREBY, REPRESENT THE ENTIRE EXPRESSION OF THE PARTIES WITH
RESPECT TO THE SUBJECT MATTER HEREOF ON THE DATE THIS AMENDMENT IS EXECUTED. THE LOAN
AGREEMENT AND THE OTHER CREDIT DOCUMENTS, AS AMENDED HEREBY, 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. NO MODIFICATION, RESCISSION, WAIVER, RELEASE OR AMENDMENT OF ANY
PROVISION OF THIS AMENDMENT SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT SIGNED BY THE CREDIT
PARTIES AND THE AGENT.



     5.11 Financing Statements. Agent is hereby authorized by each of the Credit Parties to
file (including pursuant to the applicable terms of the UCC) from time to time any financing
statements, continuations or amendments covering the Collateral whether or not the signature of any
such Credit Party appears thereon.



     5.12 Release by Borrower. THE BORROWER HEREBY ACKNOWLEDGES THAT BORROWER HAS NO
DEFENSE, COUNTERCLAIM, OFFSET, CROSS-COMPLAINT,



 









 







CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER
THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY THE
“OBLIGATIONS” OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM AGENT OR THE
LENDERS. THE BORROWER HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES AGENT AND
THE LENDERS, AND THEIR RESPECTIVE PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS (THE
“RELEASED PARTIES”), FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES,
COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED,
SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN
WHOLE OR IN PART ON OR BEFORE THE DATE THIS AMENDMENT IS EXECUTED, WHICH THE BORROWER MAY NOW OR
HEREAFTER HAVE AGAINST THE RELEASED PARTIES, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS
ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM ANY
“LOANS”, INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING,
COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF
ANY RIGHTS AND REMEDIES UNDER THE LOAN AGREEMENT OR OTHER CREDIT DOCUMENTS, AND NEGOTIATION FOR AND
EXECUTION OF THIS AMENDMENT.



     5.13 Release by Guarantors. Each Guarantor hereby consents to the terms of this
Amendment, confirms and ratifies the terms of the guarantee by such Guarantor for the benefit of
Agent and the other Lenders set forth in Section 13 of the Loan Agreement (each a
“Guarantee” and collectively the
“Guarantees”), and acknowledges that such Guarantor’s Guarantee is in full force and
effect and ratifies the same and that such Guarantor has no defense, counterclaim, set-off or any
other claim to diminish such Guarantor’s liability under its Guarantee. EACH GUARANTOR HEREBY
VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES THE RELEASED PARTIES, FROM ALL POSSIBLE
CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER,
KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR
CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS
AMENDMENT IS EXECUTED, WHICH THE GUARANTORS MAY NOW OR HEREAFTER HAVE AGAINST THE RELEASED PARTIES,
IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW
OR REGULATIONS, OR OTHERWISE, AND ARISING FROM ANY “LOANS”, INCLUDING, WITHOUT LIMITATION, ANY
CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE
HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE LOAN AGREEMENT OR
OTHER CREDIT DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT.



 









 





[Remainder of page intentionally left blank; signature page follows]




 









 








     IN WITNESS WHEREOF, this Amendment has been executed and is effective as of the date first
above-written.



	 	 	 	 	 
	 	BORROWER:



GREY WOLF DRILLING COMPANY L.P.

 	 
	 	By:  	Grey Wolf Holdings Company,
 	 
	 	 	its general partner 	 
	 	 	 
	 	By:  	                   /s/ David W. Wehlmann
 	 
	 	 	David W. Wehlmann 	 
	 	 	Executive Vice President and

Chief Financial Officer 	 
	 
	 
	 	GUARANTORS:



GREY WOLF, INC.

GREY WOLF HOLDINGS COMPANY

GREY WOLF LLC

DI ENERGY, INC.

GREY WOLF INTERNATIONAL, INC.

DI/PERFENSA INC.

MURCO DRILLING CORPORATION

 	 
	 	By:  	/s/ David W. Wehlmann
 	 
	 	 	David W. Wehlmann 	 
	 	 	Executive Vice President and

Chief Financial Officer of each of the

foregoing entities 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	LENDERS:





THE CIT GROUP/BUSINESS CREDIT, INC.

as Agent and Lender

 	 
	 	By:  	/s/ Robyn Pingree
 	 
	 	 	Name:  	Robyn Pingree 	 
	 	 	Title:  	Vice President	 
	 	 
Revolving Loan Commitment: $40,000,000 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WELLS FARGO FOOTHILL, INC., formerly known as

Foothill Capital Corporation,
as Lender

 	 
	 	By:  	/s/ Yelena Kravchuk
 	 
	 	 	Name:  	Yelena Kravchuk 	 
	 	 	Title:  	Vice President	 
	 	 
Revolving Loan Commitment: $35,000,000 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	PNC BANK, NATIONAL ASSOCIATION, as Lender

 	 
	 	By:  	/s/ E. Niki Stone
 	 
	 	 	Name:  	E. Niki Stone 	 
	 	 	Title:  	Vice President	 
	 	 
Revolving Loan Commitment: $25,000,000