exv4w1



 





Exhibit 4.1




EXECUTION VERSION




CONSENT, WAIVER AND RELEASE




     CONSENT, WAIVER AND RELEASE, dated as of July 5, 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.



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 and the Surviving Subsidiaries
owned by the Borrower or any of its Domestic Subsidiaries will be transferred to PD Dutch Holdings
C.V. (“PD Dutch Holdings”) or to PD Selective Holdings C.V. (“PD Selective”),
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
Parker Drilling Mexico, LLC (“PD Mexico and, together with the Converting Subsidiaries and
the Surviving Subsidiaries, the “Transferred Subsidiaries”) will be transferred to PD Dutch
Holdings or a wholly owned Subsidiary thereof; (e) each of the assets listed on Exhibit B hereto,
other than any such assets owned by any Transferred Subsidiary, will be transferred to PD Dutch
Holdings or one or more wholly owned Subsidiaries thereof (such transfers, collectively “Asset
Transfers”) (the transactions described in the foregoing clauses (a) through (e), 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 (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
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 or 7.5 of the Credit Agreement, (iii)
waive the requirements of Section 6.8 of the Credit Agreement in respect of the Surviving
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 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 or 7.5 of the Credit Agreement, (iii) waive the requirements of Section 6.8 of
the Credit Agreement in respect of the Surviving 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 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:  	Sr. 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 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 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 Consent, Waiver and Release




 









 








EXHIBIT A




CONVERSIONS




	 	 	 
	Converting Subsidiaries	 	Post-Conversion Names
	 
	 	 
	Parker-VSE, Inc.

	 	Parker-VSE, LLC
	Parker Drilling Company International
Limited

	 	Parker Drilling Company International
Limited LLC
	Universal Rig Service Corporation

	 	Universal Rig Service Corp, LLC
	Choctaw International Rig Corp.

	 	Choctaw International Rig Corp., LLC
	Creek International Rig Corp.

	 	Creek International Rig Corp., LLC
	Parker Drilling Company Limited

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

	 	Parker Drilling Company International, LLC
	Parker Drilling Company of Argentina, Inc.

	 	Parker Drilling Company of Argentina, 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






 









 






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 73B — Nigeria (in process of being sold to Shell)

Rig 75B — Nigeria (in process of being sold to Shell)

Rig 264

Rig 265

Rig 266

Rig 267