Exhibit
4.2


 


FIRST
AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT


 


THIS FIRST AMENDMENT TO
AMENDED AND RESTATED LOAN AGREEMENT (the “First Amendment”) is entered
into as of January 29, 2004, by and between PIONEER DRILLING SERVICES, LTD., a Texas limited partnership (“Pioneer
Services”), PIONEER DRILLING COMPANY, a Texas corporation (“Pioneer
Company”), (Pioneer Services and Pioneer Company being collectively
referred to herein as “Pioneer”) and THE FROST NATIONAL BANK, a
national banking association (“Lender”).


 


RECITALS


 


A.                                   On
or about December 15, 2003, Pioneer Services, Pioneer Company and Lender
entered into that certain Amended and Restated Loan Agreement (the “Loan
Agreement”), concerning, among other things, the terms, conditions and
covenants of those certain Credit Facilities (as defined in the Loan
Agreement).


 


B.                                     Borrower
and Lender have agreed to further amend the Loan Agreement as contained herein.


 


C.                                     All
capitalized terms not otherwise defined in this First Amendment shall have the
same meanings as are set forth in the Loan Agreement.


 


NOW, THEREFORE, for and
in consideration of the premises and mutual covenants herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Borrower and Lender hereby agree as follows:


 


AGREEMENTS


 


1.                                       Amendment.  Section 8(f) of the Loan Agreement is
hereby amended in its entirety to read as follows:


 


(f)                                    Transfer of Ownership. 
Permit the sale, pledge or other transfer of any of the ownership
interests in Pioneer Services.


 


2.                                       No
Other Amendment.  Except as
specifically modified or amended herein, all terms, provisions and requirements
of the Loan Agreement shall remain as written, and as amended from time to
time.


 


3.                                       Reaffirmation.  Borrower hereby reaffirms all covenants,
conditions, representations and warranties contained in the Loan Agreement, as
amended by this First Amendment.


 


NOTICE TO COMPLY
WITH 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.


 

















 


NOTICE
OF FINAL AGREEMENT


 


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.


 


 


[Balance
of Page Intentionally Left Blank]


 


[Signature(s)
on Following Page(s)]


 


2

















 


IN WITNESS WHEREOF, the
parties hereto have caused this First Amendment to be duly executed as of the
date first above written.


 


	
   

  	
  LENDER:

  
	
   

  	
   

  
	
   

  	
  THE
  FROST NATIONAL BANK,

  a national banking association

  
	
   

  	
   

  
	
   

  	
  /s/ W. Casey Shaeffer

  
	
   

  	
  W. Casey Shaeffer

  
	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  PIONEER SERVICES:

  
	
   

  	
   

  	
   

  
	
   

  	
  PIONEER
  DRILLING SERVICES, LTD.,

  a Texas limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PDC Mgmt. Co., a Texas
  corporation, General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Wm. Stacy Locke

  
	
   

  	
   

  	
  Wm. Stacy Locke

  
	
   

  	
   

  	
  President and Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PIONEER COMPANY:

  
	
   

  	
   

  	
   

  
	
   

  	
  PIONEER
  DRILLING COMPANY,

  a Texas corporation

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Wm. Stacy Locke

  
	
   

  	
   

  	
  Wm. Stacy Locke

  
	
   

  	
   

  	
  President and Chief
  Executive Officer

  



 


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