exv4w2



 





Exhibit 4.2




EXECUTION VERSION




AMENDED AND RESTATED CONSENT, WAIVER AND RELEASE




     AMENDED AND RESTATED CONSENT, WAIVER AND RELEASE, dated as of October 30, 2006 (this
“Consent”), to (i) 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”) and (ii) the Guarantee and Collateral Agreement, dated as of
December 20, 2004 (the “Guarantee and Collateral Agreement”), made by the Borrower and
certain of its Subsidiaries in favor of the Administrative Agent. Terms defined in the Credit
Agreement shall be used in this Consent with their defined meanings unless otherwise defined
herein. This Consent amends, restates and supersedes in its entirety the Consent, Waiver and
Release, dated July 5, 2006, among the parties hereto.



W I T N E S S E T H :




     WHEREAS, the Borrower proposes to engage in a corporate restructuring as more particularly set
forth herein (the “Restructuring”) for the purpose of minimizing its overall effective tax
rate from operations;



     WHEREAS, the Restructuring will consist of the following: (a) each Subsidiary of the Borrower
listed on the attached Exhibit A under the heading “Converting Subsidiaries” (each, a
“Converting Subsidiary”) will be converted into a limited liability company having the name
set forth opposite such Converting Subsidiary on Exhibit A under the heading “Post-Conversion
Names” (all such conversions, collectively, the “Conversions”); (b) each Subsidiary of the
Borrower listed on Exhibit A under the heading “Merging Subsidiaries” (each, a “Merging
Subsidiary”) will be merged with and into the Subsidiary of the Borrower listed opposite such
Merging Subsidiary on Exhibit A under the heading “Surviving Subsidiary” (each, a “Surviving
Subsidiary”), with such Surviving Subsidiary being the survivor of such merger (all such
mergers, collectively, the “Mergers”); (c) following the completion of the Conversions and
the Mergers, all of the capital stock of the Converting Subsidiaries (other than Universal Rig
Service LLC) and the Surviving Subsidiaries owned by the Borrower or any of its Domestic
Subsidiaries will be transferred to Parker International Holdings C.V. (“Dutch Holdings 1”)
or to Parker Drilling Offshore Holdings C.V. (“Dutch Holdings 4”), entities validly
existing under the laws of the Netherlands and wholly-owned Subsidiaries of the Borrower, or any
one or more wholly owned Subsidiaries thereof; (d) all of the capital stock of each of the
Subsidiaries of the Borrower listed on Exhibit A under the heading “Additional Foreign-Bound
Subsidiaries” (each an “Additional Foreign-Bound Subsidiary”) will be transferred to Dutch
Holdings1 or Dutch Holdings 4 or any one or more wholly owned Subsidiaries thereof; (e) all of the
capital stock of Parker Drilling Company of Mexico, LLC (“PD Mexico and, together with the
Converting Subsidiaries (other than Universal Rig Service LLC), the Surviving Subsidiaries and the
Additional Foreign-Bound Subsidiaries, the “Transferred Subsidiaries”) will be transferred
to



 









 




Dutch Holdings 1 or a wholly owned Subsidiary thereof; (f) the capital stock of Parker Cypress
Leasing will be sold to Dutch Holdings 4 for approximately 1,000 CYP; and (g) each of the assets
listed on Exhibit B hereto, other than any such assets owned by any Transferred Subsidiary, will be
transferred to Dutch Holdings 1 or one or more wholly owned Subsidiaries thereof (such transfers,
collectively “Asset Transfers”) (the transactions described in the foregoing clauses (a)
through (g), collectively, the “Transactions”);




     WHEREAS, the Borrower has advised the Administrative Agent and the Lenders that in order for
the Borrower to obtain the anticipated benefits of the Restructuring, it is necessary (a) that the
Surviving Subsidiaries and the Additional Foreign-Bound Subsidiaries (in each case both before and
after giving effect to the Mergers) and all of their respective assets be excepted from the
requirements of Section 6.8 of the Credit Agreement and (b) that each Transferred Subsidiary be
released from its obligations (if any) as a Guarantor under the Guarantee and Collateral Agreement
and that the capital stock and assets of each such Subsidiary (other than Universal Rig Service
LLC) pledged pursuant to the Guarantee and Collateral Agreement be released from the security
interest of the Administrative Agent thereunder (all such releases described in this clause (b),
the “Releases”); and



     WHEREAS, in connection with the foregoing, the Borrower has requested that (a) the Lenders (i)
consent to the Transactions, (ii) waive any Default or Event of Default that would otherwise occur
under any Loan Document as a direct result of the consummation thereof, including, without
limitation, any Default or Event of Default under Section 7.4, 7.5 or 7.8 of the Credit Agreement,
(iii) waive the requirements of Section 6.8 of the Credit Agreement in respect of the Surviving
Subsidiaries and the Additional Foreign-Bound Subsidiaries, (iv) waive the requirements of Section
5.5 of the Guarantee and Collateral Agreement in respect of the Converting Subsidiaries and (v)
consent to the Releases, and the Lenders have agreed to provide such consents and waivers on the
terms set forth herein, and (b) the Administrative Agent, subject to the consent of the Required
Lenders (as shall be evidenced by their execution of this Consent), release each Transferred
Subsidiary from its obligations (if any) as a Guarantor under the Guarantee and Collateral
Agreement and release all capital stock and assets of each such Subsidiary (other than Universal
Rig Service LLC) from the Administrative Agent’s security interest under to the Guarantee and
Collateral Agreement, and the Administrative Agent has agreed to provide such releases on the terms
set forth herein;



     NOW, THEREFORE, the parties hereto hereby agree as follows:



     1. Consent and Waiver. The Lenders hereby (i) consent to the Transactions, (ii) waive
any Default or Event of Default that would otherwise occur under any Loan Document as a direct
result of the consummation thereof, including, without limitation, any Default or Event of Default
under Section 7.4, 7.5 or 7.8 of the Credit Agreement, (iii) waive the requirements of Section 6.8
of the Credit Agreement in respect of the Surviving Subsidiaries and the Additional Foreign-Bound
Subsidiaries, (iv) waive the requirements of Section 5.5 of the Guarantee and Collateral Agreement
in respect of the Converting Subsidiaries and (iv) consent to the Releases.



     2. Release. The Administrative Agent hereby releases, pursuant to Section 8.15 of the
Guarantee and Collateral Agreement, each Transferred Subsidiary from its obligations (if any) as a
Guarantor thereunder, and hereby releases all capital stock and assets of each such



 









 







Subsidiary (other than Universal Rig Service LLC) from the Administrative Agent’s security
interest under the Guarantee and Collateral Agreement.



     3. Representations and Warranties. As of the date hereof and after giving effect to
this Consent and the Transactions contemplated hereby, 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, (b) represents and warrants that no
Default or Event of Default has occurred and is continuing (except as has been expressly waived
pursuant to this Consent) and (c) represents and warrants that (i) each person named in the
signature block below is duly authorized to execute and deliver, on behalf of the Borrower (or
relevant Subsidiary, as applicable), this Consent, (ii) such person is now a duly elected and
qualified officer of the Borrower (or such Subsidiary, as applicable), holding the office indicated
below the name of such officer and (iii) the signature set forth on the signature line above the
name of such officer is such officer’s true and genuine signature.



     4. 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
Consent, 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.



     5. Continuing Effect; No Amendments Or Other Waivers. This Consent shall not
constitute an amendment or waiver of or consent to any provision of the Credit Agreement or the
other Loan Documents not expressly referred to herein and shall not be construed as an amendment,
waiver or consent to any action on the part of the Borrower that would require an amendment, waiver
or consent of the Administrative Agent or the Lenders except as expressly stated herein. Except as
expressly waived hereby, the provisions of the Credit Agreement and the other Loan Documents are
and shall remain in full force and effect in accordance with their terms.



     6. Effectiveness. This Consent shall become effective upon the satisfaction of the
following conditions precedent:



     (a) the Administrative Agent or its counsel shall have received (i) counterparts hereof duly
executed and delivered by a duly authorized officer of the Borrower, each Subsidiary that is (after
giving effect to the Releases) a Subsidiary Guarantor and the Required Lenders; and



     (b) the Borrower shall have paid all fees and expenses of the Administrative Agent, including,
without limitation, the reasonable fees and expenses of counsel to the Administrative Agent, to the
extent invoices therefor have been provided.



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



 









 





     8. GOVERNING LAW. THIS CONSENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER 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 Consent 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 	 
	 



	 	 	 	 	 
	 	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 & Treasurer 	 
	 



	 	 	 	 	 
	 	PARKER DRILLING OFFSHORE USA, L.L.C.

 	 
	 	By:  	/s/
Bruce J. Korver
 	 
	 	 	Name:  	Bruce J. Korver 	 
	 	 	Title:  	Vice President - Finance 	 
	 



	 	 	 	 	 
	 	PARKER DRILLING MANAGEMENT SERVICES, INC.

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



Signature page to the Amended and Restated Consent, Waiver and Release




 









 








	 	 	 	 	 
	 	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 & Treasurer 	 
	 



Signature page to the Amended and Restated Consent, Waiver and Release




 









 








	 	 	 	 	 
	 	LEHMAN COMMERCIAL PAPER INC.,

as Administrative Agent and a Lender

 	 
	 	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/ Claire Lui 	 
	 	 	Name:  	Claire Lui 	 
	 	 	Title:  	Senior Vice President 	 
	 



Signature page to the Amended and Restated Consent, Waiver and Release




 









 








EXHIBIT A




CONVERSIONS




	 	 	 
	Converting Subsidiaries	 	Post-Conversion Names
	 
	 	 
	Universal Rig Service Corporation

	 	Universal Rig Service LLC
	Parker-VSE, Inc.

	 	Parker-VSE, LLC
	Parker Drilling Company Limited

	 	Parker Drilling Company Limited, LLC
	Parker Drilling Company International, Inc.

	 	Parker Drilling Company International, LLC






MERGERS




	 	 	 
	Merging Subsidiaries	 	Surviving Subsidiaries
	 
	 	 
	Parker Drilling Company Eastern
Hemisphere, Ltd.

	 	Parker Drilling Company Eastern
Hemisphere, LLC
	Parker Drilling Company of Singapore, Ltd.

	 	Parker Drilling Company of Singapore, LLC
	Parker Drilling Company of New Guinea, Inc.

	 	Parker Drilling Company of New Guinea, LLC
	Parker Drilling (Kazakstan) Ltd.

	 	Parker Drilling (Kazakstan) LLC






ADDITIONAL FOREIGN-BOUND SUBSIDIARIES




Parker 5272, LLC

Parker 3source, LLC

Parker Drillsource, LLC




 









 





EXHIBIT B




ASSET TRANSFERS




Rig 107 — Kazakhstan

Rig 140 — Papua New Guinea

Rig 165 — Mexico

Rig 174 — Mexico

Rig 188 — New Zealand

Rig 206 — Indonesia

Rig 216 — Kazakhstan

Rig 221 — Mexico

Rig 225 — Bangladesh

Rig 226 — Papua New Guinea

Rig 230 — Turkmenistan

Rig 231 — Indonesia

Rig 236 — Turkmenistan

Rig 246 — New Zealand

Rig 247 — Turkmenistan

Rig 249 — Kazakhstan

Rig 252 — New Zealand

Rig 253 — Indonesia

Rig 256 — Mexico

Rig 257B — Kazakhstan

Rig 258 — Kazakhstan

Rig 259 — Kazakhstan

Rig 260 — Mexico

Rig 121 — Mexico (to relocate to US)

Rig 122 — Mexico (may relocate to US)

Rig 53B — Mexico (may relocate to US)

Rig 264

Rig 265

Rig 266

Rig 267