EX-10.2






Exhibit 10.2




COMMITMENT INCREASE AND JOINDER AGREEMENT




     THIS COMMITMENT INCREASE AND JOINDER AGREEMENT (this “Agreement”) is dated as of June
19, 2009 (the “Increase Effective Date”) and is entered into by and among PATTERSON-UTI
ENERGY, INC., a Delaware corporation (the “Borrower”), the undersigned Guarantors, REGIONS
BANK, as the New Lender (hereinafter defined), BANK OF AMERICA, N.A., as an L/C Issuer and WELLS
FARGO BANK, N.A., as Administrative Agent (in such capacity the “Administrative Agent”),
Swing Line Lender, an L/C Issuer and a Lender.




	A.	 	Reference is made to that certain Credit Agreement, dated as of March 20, 2009
(the “Credit Agreement”), by and among the Borrower, the Lenders, the Administrative
Agent, the Swing Line Lender, the L/C Issuers and the other agents and arrangers party
thereto. All capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Credit Agreement;
	 
	B.	 	Subject to the terms and conditions of Section 2.14 of the Credit Agreement, the
Borrower has the right to (i) request an increase in the Aggregate Commitments and to (ii)
invite, so as to achieve the full amount of the requested increase in the Aggregate
Commitments, one or more additional banks or other financial institutions to become a Lender
under the Credit Agreement, subject to the approval of the Administrative Agent, the Swing
Line Lender and the L/C Issuers;
	 
	C.	 	Pursuant to such Section 2.14(c) of the Credit Agreement, the Borrower has given
notice to the Administrative Agent of its request that the Aggregate Commitments be increased
from $220,000,000 to $240,000,000; and
	 
	D.	 	Regions Bank (the “New Lender”) has agreed to make a Commitment in accordance with
Section 1 hereof.





     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:



     Section 1. Increase in Commitments. Subject to the satisfaction of the conditions
precedent set forth in Section 2 of this Agreement, effective as of the Increase Effective
Date, (a) the Aggregate Commitments shall be increased from $220,000,000 to $240,000,000
(the “Aggregate Commitments Increase”), (b) the Commitment of the New Lender shall be
$20,000,000 and (c) the Administrative Agent, the Swing Line Lender and the L/C Issuers hereby
consent to and approve the Commitment of the New Lender.



     Section 2. Conditions to Effectiveness of Increase. This Agreement shall be effective
as of the Increase Effective Date, provided that the Administrative Agent shall have received:




     (a) multiple original counterparts, as requested by the Administrative Agent, of this
Agreement duly and validly executed and delivered by duly authorized officers of



 









 







the Borrower, the Guarantors, the Administrative Agent, the Swing Line Lender, the L/C
Issuers and the New Lender;




     (b) a certificate of each Loan Party dated as of the Increase Effective Date (i) signed
by a Responsible Officer of such Loan Party (A) certifying and attaching thereto the
resolutions adopted by such Loan Party approving or consenting to the Aggregate Commitments
Increase and authorizing such Loan Party to enter into this Agreement and any transactions
contemplated hereby, and (B) in the case of the Borrower, certifying that, before and after
giving effect to the Aggregate Commitments Increase, (1) the representations and warranties
contained in Article V of the Credit Agreement and the other Loan Documents are true
and correct on and as of the Increase Effective Date, except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they are
true and correct as of such earlier date, and except that for purposes of
Section 2.14 of the Credit Agreement, the representations and warranties contained
in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed
to refer to the most recent statements furnished pursuant to clauses (a) and (b),
respectively, of Section 6.01 of the Credit Agreement and (2) no event has occurred
and is continuing, or would result from the effectiveness of this Agreement, which
constitutes a Default;




     (c) if requested by the New Lender, a Note in a maximum principal amount equal to the
New Lender’s Commitment;




     (d) evidence that the Borrower shall have prepaid any Loans outstanding on the Increase
Effective Date (and have prepaid any additional amounts required pursuant to Section
3.05 of the Credit Agreement) to the extent necessary to keep the outstanding Loans
ratable with any revised Applicable Percentages arising from any nonratable increase in the
Commitments under Section 2.14 of the Credit Agreement; and




     (e) an opinion of counsel as to the corporate (or partnership or limited liability
company) authorization of the Borrower and the Guarantors of the Aggregate Commitments
Increase, substantially in the form delivered on the Closing Date.



     Section 3. Joinder of New Lender. By its execution and delivery of this Agreement,
the New Lender hereby assumes all of the rights and obligations of a Lender under the Credit
Agreement. The New Lender hereby represents and warrants to the Administrative Agent, the Swing
Line Lender and the L/C Issuers as follows: (a) it has full power and authority, and has taken all
action necessary, to execute and deliver this Agreement, to consummate the transactions
contemplated hereby and to become or to continue to be a Lender under the Credit Agreement, (b)
from and after the Increase Effective Date, it shall be bound by the provisions of the Credit
Agreement as a Lender thereunder and, to the extent of its Commitment, shall have the obligations
of a Lender thereunder, and (c) it has received a copy of the Credit Agreement, together with
copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as
applicable, and such other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Agreement on the basis of which it has made such
analysis and decision



 









 







independently and without reliance on the Administrative
Agent, the Swing Line Lender, any L/C Issuer, or any other Lender; and agrees that (1) it
will, independently and without reliance on the Administrative Agent, the Swing Line Lender, any
L/C Issuer or any other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action
under the Loan Documents, and (2) it will perform in accordance with their terms all of the
obligations which by the terms of the Loan Documents are required to be performed by it as a
Lender.



     Section 4. Affirmation of Guarantors. Each of the undersigned Guarantors, party to
that certain Guaranty dated as of March 20, 2009 (the “Guaranty”), hereby consents to the
Aggregate Commitments Increase and ratifies and confirms that the Guaranty and all of its
obligations thereunder continue in full force and effect in all respects, except that, on and after
the Increase Effective Date each reference in the Guaranty to “the Credit Agreement,” “thereunder,”
“thereof,” “therein” or any other expression of like import referring to the Credit Agreement shall
mean and be a reference to the Credit Agreement as modified by this Agreement. Without limiting
the foregoing, each Guarantor affirms that all Obligations under the Credit Agreement as modified
by Aggregate Commitments Increase are included in the Guaranteed Obligations as defined in the
Guaranty.



     Section 5. Reference to and Effect on the Credit Agreement.




     (a) On and after the Increase Effective Date, each reference in the Credit Agreement to
“this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be
a reference to the Credit Agreement as modified by this Agreement, each reference in the
other Loan Documents to “the Credit Agreement,” “thereunder,” “thereof,” “therein” or words
of like import referring to the Credit Agreement, shall mean and be a reference to the
Credit Agreement as modified by this Agreement, and each reference in the Credit Agreement
and in the other Loan Documents to “Lenders” shall include the New Lender.




     (b) Except as specifically modified above, the Credit Agreement and the other Loan
Documents shall remain in full force and effect and are hereby ratified and confirmed.



     Section 6. Execution in Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each which when so executed and
delivered shall be deemed to be an original and all of which when taken together shall constitute
but one and the same instrument. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of an originally executed counterpart of
this Agreement.



     Section 7. Governing Law; Binding Effect. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of Texas, and shall be binding
upon the Borrower, the Administrative Agent, each Lender and their respective successors and
assigns.



     Section 8. Costs and Expenses. The Borrower agrees to pay on demand all costs and
expenses of the Administrative Agent in connection with the preparation, execution and delivery of



 









 







this Agreement and the other instruments and documents to be delivered hereunder, including the
reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect
thereto and with respect to advising the Administrative Agent as to its rights and responsibilities
hereunder and thereunder.



     THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, TOGETHER WITH THIS AGREEMENT, REPRESENT THE
FINAL AGREEMENT AMONG 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.



[Remainder of this page blank; signature pages follow]




 









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the date first set forth above.


	 	 	 	 	 	 	 
	 	 	PATTERSON – UTI ENERGY, INC.,
as Borrower	 	 
	 
	 	 	 	 	 	 
	 
	 	By:	 	/s/ John E. Vollmer III	 	 
	 
	 	Name:
	 	 

John E. Vollmer III
	 	 
	 
	 	Title:
	 	Senior Vice President – Corporate Development,	 	 
	 
	 	 	 	Chief Financial Officer and Treasurer	 	 





 








 






	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, N.A., as Administrative
Agent,
Swing Line Lender and L/C Issuer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Michael W. Nygren	 	 
	 

	 	Name:
	 	 
Michael W. Nygren
	 	 
	 

	 	Title:
	 	 

Vice President
	 	 
	 

	 	 	 	 

	 	 






 









 






	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as L/C Issuer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Gabe Gomez	 	 
	 

	 	Name:
	 	Gabe Gomez

	 	 
	 

	 	Title:
	 	Vice
President

	 	 
	 

	 	 	 	 

	 	 






 









 






	 	 	 	 	 	 	 
	 	 	REGIONS BANK, as New Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Randy Petersen	 	 
	 

	 	Name:
	 	Randy Petersen

	 	 
	 

	 	Title:
	 	Senior
Vice President

	 	 
	 

	 	 	 	 

	 	 






 









 





	 	 	 	 	 	 	 
	 	 	GUARANTORS:	 	 
	 
	 	 	 	 	 	 
	 	 	AMBAR LONE STAR FLUIDS SERVICES, LLC	 	 
	 	 	PATTERSON (GP), LLC	 	 
	 	 	PATTERSON PETROLEUM, LLC	 	 
	 	 	PATTERSON-UTI DRILLING COMPANY, LLC	 	 
	 	 	PATTERSON-UTI MANAGEMENT SERVICES, LLC	 	 
	 	 	UNIVERSAL WELL SERVICES, INC.	 	 
	 	 	UTI DRILLING CANADA, INC.	 	 
	 	 	UTICO, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ John E. Vollmer III	 	 
	 
	 	Name:	 	 

John E. Vollmer III
	 	 
	 

	 	Title:
	 	Senior Vice President – Corporate Development,

Chief Financial Officer and
Treasurer