附件 10.10
執行版本
修正和重訂信貸協議的第一修正案
這款電動三輪車提供了卓越的舒適度和支撐作用，減輕了騎手的背部和關節的壓力。它是尋求輕鬆騎行體驗而不影響性能和效率的人的絕佳選擇。後置電機可以在加減速時更好地控制和操縱，而前叉懸掛可最小化不平的路面對車輛的衝擊。此三輪車還配備了5英寸液晶屏、EB 2.0照明系統、可摺疊車把、胖胎、後差速器和停車剎車。此外，它還有一個拖車管，可以輕鬆地搬運大貨物。還有一個適用於身材較矮的騎手的Mini版本。修正和重訂信貸協議的第一修正案 本“修改”), 於2021年3月26日簽署並訂立，由以下各方共同參與 PARKER DRILLING 公司根據特拉華州公司法第103條的規定，特此證明，以下董事會在2019年4月4日依照特拉華州公司法的第141條(c)和第151條的規定，正式通過以下決議: "，一個特拉華州的公司（以下簡稱「公司」）母公司借款人在此簽署頁上被指定爲「」的母公司借款人的若干子公司（每個爲“借款人”）子公司借款人”，與母公司借款人一起，共同構成“並簽訂本變更條款：商業信貸協議和票據（「CIT協議」）在此簽名頁上指定爲父母借款人的某些子公司（統稱爲“擔保人”，在本修改協議中作爲債權人的投資銀行（統稱爲“「保證人」”)放貸方 美國銀行 N.A.，一家全國銀行協會（美國銀行”), 作爲放款人的行政代理（在此職務上，“行政代理人”）和承兌行。
A. 借款人和擔保人已於2019年10月8日簽署了某一經修訂的信用協議（在此日期之前的任何時候進行修正或增補的，稱爲“授信協議 (Credit Agreement)）、與借款方和行政代理一起；
b. 借款方希望修改借款基準以包括鵪鶉租賃資產（以下定義），並對《授信協議》進行某些其他更改，此事項的條件是出借方和行政代理願意根據本處所提供的條款和條件執行。
C. 考慮到前述情況及本處包含的相互契約，爲了有償金、足額地、已被確認地領受的妥當考慮，本各方同意如下：
1. 定義。本處使用的在《授信協議》中定義並在此無其他定義的所有性質，在《授信協議》中分配給它們的意義。
2. 修訂.
(a) 新定義. 第 1.1 信貸協議的下列定義按正確的字母順序進行修改:
“受影響的金融機構”指任何EEA金融機構或任何英國金融機構。
“Casualty Reserve”表示由行政代理根據其被許可的決定製定的關於任何影響借款基礎抵押品的重大災難事件的任何儲備金。
“成本”指任何鵪鶉租賃資產的淨成本，減去鵪鶉工具就此類鵪鶉租賃資產的購買價格所享有或獲得的所有現金和其他折扣或其他津貼。
“處置儲備「」表示在由行政代理機構根據其允許的自行判定建立的業務常規流程之外處置任何借款基礎抵押品時的任何保留。
“符合條件的租賃設備「」表示經過評估的鵪鶉租賃資產。 除非經行政代理書面批准，否則任何鵪鶉租賃資產都不得視爲符合條件的租賃設備：(a) 其完全歸鵪鶉工具所有，並且鵪鶉工具擁有對其的合法所有權和可銷售有效權; (b) 它始終受到行政代理的有效和正當
已根據《安全協議》授予的完善的第一優先安全利益，並不存在其他留置權（除了（x）任何允許的留置權或（y）任何地主、倉庫管理員、加工廠、修理工、機械師、託運人、貨運代理人、經紀人或其他持有任何沃特世租賃資產的人可質押的留置權，除非按照的要求並且存在租金和費用儲備，每種情況均按照條款 (ii) 以下句子）; （c）沃特世工具應始終擁有該沃特世租賃資產的所有權，並有權指揮其處置（僅受fixtures適用法律下不構成“ 非擁有 ”位於其位置的司法管轄區的法律。 任何情況下，符合資格的租賃設備都不得包括（i）根據供應商租賃 在每種情況下，該B類股東和/或該B類股東的家庭成員需獨立控制在此類帳戶、計劃或信託中持有的B類普通股實時； 在以下情況下，不需要要求放棄留置權： (A) 租賃資產暫時位於租用場所，(B) 由倉庫管理員、加工商、承運商、經紀人或貨運代理持有，或(C) 由修理工、機械師或保管人持有，每種情況下持有時間不超過60天（明白在此情況下行政代理仍可依據其合法酌情權設立租金和費用儲備），(iii) Quail租賃資產正在等待出售或者不是由Quail Tools業務正常使用或持有的，或(iv) 由行政代理依其合法酌情權認定爲不合格的任何Quail租賃資產。
“第一個修改案「」指首次修訂日期對應的首次修訂後授信協議中的某個第一修訂，由母公司借款人、其他貸款方、行政代理、參與其中的貸方和其他相關方簽署。
“第一修正案生效日期「」指2021年3月26日。
“ISDA定義「」指由國際掉期和衍生品協會（International Swaps and Derivatives Association, Inc.）出版的2006年ISDA定義或任何後續定義，隨時修改或補充，或由該協會或任何後繼者隨時發佈的利率衍生品定義指南。
“倫敦銀行同業拆借利率指資產、股權和計劃贊助權，授權出售交易的那個「訂單」 情景3：證券在到期前未被贖回，投資人在到期時獲得聲明本金金額 利率(向上取整至最接近的1/8%)由行政代理於倫敦時間上午11點左右(或其前兩個營業日)確定，期限等於此期間的利率，等於倫敦銀行同業拆借利率，或者經行政代理批准的可比或後繼利率，如其發佈在適用的路透社頁面(或行政代理不時指定的其他可用來源); 在每種情況下，該B類股東和/或該B類股東的家庭成員需獨立控制在此類帳戶、計劃或信託中持有的B類普通股實時；任何可比或後繼利率如果在行政上可行的情況下，應當由行政代理適用，且符合市場實踐方式; 在每種情況下，該B類股東和/或該B類股東的家庭成員需獨立控制在此類帳戶、計劃或信託中持有的B類普通股實時； 此外在任何情況下，LIBOR利率不得低於0.50%。
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“LIBOR替代日期”的含義如下所示 節 3.3(b).
“抵押權放棄“是指一項 在形式和實質上對行政代理人合理滿意的協議，依據該協議(a) 對於任何位於租賃場所的重大鴕鳥租賃資產，出租方放棄或優先考慮其可能對該鴕鳥租賃資產擁有的任何抵押權，並同意允許行政代理人進入場所並移除該鴕鳥租賃資產，或使用該場所儲存或處置該鴕鳥租賃資產；(b) 對於任何由倉儲商、處理商、發貨方、經紀人或貨運代理人持有的鴕鳥租賃資產，該人員放棄或優先考慮其可能對該鴕鳥租賃資產擁有的任何抵押權，同意作爲行政代理人的代理人持有與該鴕鳥租賃資產相關的任何文件，並同意在要求時將該鴕鳥租賃資產交給行政代理人；(c) 對於任何由修理工、機械師或保管人持有的鴕鳥租賃資產，該人員承認行政代理人的抵押權，放棄或優先考慮其可能對該鴕鳥租賃資產擁有的任何抵押權，並同意在要求時將該鴕鳥租賃資產交給行政代理人，或允許行政代理人佔有該鴕鳥租賃資產；以及(d) 對於任何受許可方知識產權約束的鴕鳥租賃資產，許可方授予行政代理人權利， 與股東相比，要約方沒有義務就進入本承諾僅因要約或完成要約與股東達成法律義務。 使該許可方能夠就鴕鳥租賃資產執行行政代理人的抵押權，包括在任何適用許可下是否存在違約的情況下處置該鴕鳥租賃資產的權利。 儘管如此，關於任何暫時（i）位於租賃場所的鴕鳥租賃資產，（ii）由倉儲商、處理商、發貨方、經紀人或貨運代理人持有的鴕鳥租賃資產，或（iii）由修理工、機械師或保管人持有的鴕鳥租賃資產，抵押權放棄不要求交付，每種情況下的時間均少於60天。
“淨賬面價值“是指（i）成本 減去 （ii）根據GAAP計算的累積折舊，以及（B）與借款人截至首次修正生效日期的會計慣例保持一致。
“淨設備公允價值“是指，由行政代理人根據首次修正相關的評估合理確定的，或者基於最近一次根據 節 6.12的評估，估計可以在此類設備的有序清算中回收的合格租賃設備的價值（減去適用的運費和關稅，如有），扣除清算費用。
“調整前 繼承者利率”的含義如下指定 節 3.3(b).
“鵪鶉租賃資產“指所有 由鵪鶉工具擁有的庫存（根據UCC的定義），這種類型的物品在首次修正生效日期所進行的正常業務過程中提供租賃。
“相關調整在確定任何LIBOR後續利率時，指由適用於該LIBOR後續利率的管理代理人可確定的以下順序中第一個相關的可用替代方案：
(A) 在相關利率的相關政府機構所選定或推薦的利差調整或計算或確定該利差調整的方法， 預調整 後續利率（考慮到計算利息的利息期限、利息支付日期或付款週期和/或相關的期限）
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並且（x）由管理代理根據其自行決定不時發佈在信息服務上的調整或方法，或（y）僅就Term SOFR而言，如果當前未發佈，則之前推薦用於Term SOFR並在管理代理接受的信息服務上發佈的內容；或
(B) 適用於（或之前已適用的）以ISDA定義爲參考的衍生交易的後備利率的利差調整（考慮到利息期間、利息支付日期或利息計算和/或與之相關的期限）。
“相關政府機構指美國聯邦儲備委員會和/或紐約聯邦儲備銀行，或由美國聯邦儲備委員會和/或紐約聯邦儲備銀行正式認可或召集的委員會。
“租金和費用準備金指(a) 借款人欠任何房東、倉儲商、加工商、修理工、機械師、發貨人、貨運代理、經紀人或其他任何擁有任何合格租賃設備的人員或可能對任何合格租賃設備主張留置權的人的所有到期租金和其他金額的總和；以及(b) 根據管理代理根據其允許裁量權確定的，可能應支付給任何此類人員的租金和其他費用準備金，除非其已簽署留置權放棄。根據資本化租賃應支付的租金不包括在租金和費用準備金內。
“可撤銷金額有定義的含義章節 2.12(b)(ii).
“決策機構指的是 一個歐洲經濟區決策機構或與任何英國金融機構相關的英國決策機構。
“重大意外事件指的是任何意外事件，其導致的財產損失的公平市場價值 超過$4,000,000（或其在其他貨幣中的等值），以發生適用意外事件的日期爲準；前提是，如果與該意外事件相關的保險或其他賠償減少了淨損失至少於$4,000,000，則該重大意外事件應被視爲未發生，任何爲此設立的意外損失儲備應予以釋放。
“SOFR就任何工作日而言，指的是由紐約聯邦儲備銀行作爲基準的管理者（或其繼任者）在紐約聯邦儲備銀行網站（或任何繼任來源）上，於緊接着的工作日大約上午8:00（紐約市時間）發佈的擔保隔夜融資利率，並且在每種情況下，已經由相關政府機構選擇或推薦。
“期限SOFR這意味着前瞻性期限利率，適用於任何期限（根據行政代理人的判斷）大約等於在“定義中設定的任何利息期限選項的時長利息期限這基於SOFR，並且已由相關政府機構選擇或推薦，在每種情況下，所發佈的信息服務由行政代理人不時自行選擇。
“英國金融機構這意味着任何BRRD承擔（如在英國審慎監管局規則手冊中定義（不時修訂））或任何受IFPRU 11.6條款約束的人，遵循（不時修訂）英國金融行爲監管局發佈的條款，包括某些信貸機構和投資公司，以及這些信貸機構或投資公司的某些附屬機構。
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“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.
(b) Existing Definitions. Section 1.1 of the Credit Agreement is hereby amended by modifying the following existing definitions set forth therein as follows:
“Aggregate Commitments” means the Commitments of all the Lenders. As of the First Amendment Effective Date, the Aggregate Commitments are $40,000,000.
“Applicable Rate” means (a) from the First Amendment Effective Date through and including March 31, 2021, (i) 3.00% per annum in the case of Eurodollar Rate Loans and Letters of Credit and (ii) 2.00% per annum in the case of Base Rate Loans, and (b) thereafter, the applicable percentage per annum set forth below for each fiscal quarter (each an “Applicable Quarter”) determined by reference to the average daily Availability as a percentage of the Line Cap during the fiscal quarter immediately preceding such Applicable Quarter (as to each Applicable Quarter, the “Reference Quarter”) as determined by the Administrative Agent based on the Borrowing Base Certificates delivered by the Borrowers to the Administrative Agent:
| Pricing Level |
Average Daily Availability | Eurodollar Rate Loans and Letters of Credit |
Base Rate Loans | |||
| I |
>66.67% | 2.75% | 1.75% | |||
| II |
≤66.67% but >33.33% | 3.00% | 2.00% | |||
| III |
≤33.33% | 3.25% | 2.25% |
Any increase or decrease in the Applicable Rate for any Applicable Quarter resulting from a change in the average daily Availability for the applicable Reference Quarter shall become effective as of the first day of the first calendar month in the Applicable Quarter. If the Administrative Agent is unable to calculate average daily Availability for any Reference Quarter due to Borrowers’ failure to deliver any Borrowing Base Certificate when required pursuant to Section 6.1(d), then, at the option of the Administrative Agent or the Required Lenders, Pricing Level III shall apply during the Applicable Quarter until the date of delivery of such Borrowing Base Certificate.
“Availability Reserve” means the sum (without duplication) of (a) the Bank Product Reserve; (b) the Dilution Reserve, (c) the aggregate amount of liabilities secured by Liens upon Collateral that are senior to Administrative Agent’s Liens (but imposition of any such reserve shall not waive an Event of Default arising therefrom); (d) the Rent and Charges Reserve, (e) the Disposition Reserve, (f) the Casualty Reserve; and (g) such additional reserves, in such amounts and with respect to such matters, as Administrative Agent in its Permitted Discretion may elect to impose from time to time upon, so long as no Event of Default is continuing, two Business Days’ prior written notice to the Parent Borrower (which notice shall include a reasonably detailed description of such reserve being established). During such two Business Day period, the Administrative Agent shall, if requested by the Parent Borrower, discuss any such reserve or change with the Parent Borrower and the Parent Borrower may take such action as may be required so that the event, condition or matter that is the basis for such reserve or change no longer exists or exists in a manner that would result in the establishment of a lower reserve or result in a lesser change, in each case, in a manner and to the extent reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary herein, (x) the amount of any such reserve or change shall have a reasonable relationship to the event, condition or other matter that is the basis for such reserve or change and (y) no reserves or changes shall be duplicative of reserves or changes already accounted for through eligibility criteria (including collection/advance rates).
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“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.
“Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
“Base Rate” means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate”, and (c) LIBOR plus 1.00%; and if Base Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.
“Borrowing Base” means, at any time, the amount equal at such time to:
(i) 90% of the aggregate Net Amount of Eligible Domestic Investment Grade Accounts Receivable, plus
(ii) 85% of the aggregate Net Amount of Eligible Domestic Accounts Receivable (other than Eligible Domestic Investment Grade Accounts Receivable), plus
(iii) the lesser of (A) 75% of the aggregate Net Amount of Eligible Unbilled Domestic Accounts Receivable and (B) $5,000,000, plus
(iv) (A) prior to the Specified Term Loan Refinancing Effective Date, the least of (1) 90% of the Net Book Value of the Eligible Rental Equipment (2) 40% of the Net Equipment OLV of the Eligible Rental Equipment, and (3) $10,000,000, and (B) from and after the Specified Term Loan Refinancing Effective Date, this clause (iv) shall equal $0; provided that prior to the inclusion of any Eligible Rental Equipment in the Borrowing Base, the Administrative Agent shall have obtained an appraisal thereof in connection with the First Amendment or thereafter in accordance with Section 6.12, plus
(v) at the Borrowers’ option, an amount equal to the lesser of (A) the amount of cash of the Borrowers on deposit in a Collateral Account (as defined in the Security Agreement) established for such purpose and (B) $15,000,000, minus
(vi) the Availability Reserve,
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in the case of (i), (ii), (iii) and (iv) above, as determined on the basis of the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 6.1(d). This definition of Borrowing Base will not be modified to increase the Advance Rates or dollar sublimits stated above or amend the definition of “Borrowing Base” (or any material defined terms used in such definition) such that more credit would be available to the Borrowers without the approval, as of any date of determination, of Lenders holding at least two-thirds of the sum of the Aggregate Commitments or, if the Aggregate Commitments have expired or terminated, Lenders holding in the aggregate more than two-thirds of the Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations being deemed “held” by such Lender for purposes of this definition); provided that the Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of these determinations.
No Borrowing Base calculation shall include Collateral acquired in a Permitted Acquisition or otherwise outside the Ordinary Course of Business, in each case, until completion of applicable field examinations satisfactory to the Administrative Agent (which shall not be included in the expense reimbursement limitations provided in Section 6.12).
“Borrowing Base Collateral” means the Accounts and the Quail Rental Assets.
“Cash Dominion Trigger Period” means the period (a) commencing on the date that (i) Availability shall be less than the greater of (A) 20.0% of the Line Cap and (B) $8,000,000 or (ii) an Event of Default shall have occurred, and (b) continuing until, during each of the preceding 30 consecutive days, (x) no Event of Default shall have existed and (y) Availability shall have been equal to or greater than the greater of (A) 20.0% of the Line Cap and (B) $8,000,000.
“Eurodollar Rate Loan” means a Loan that bears interest at a rate based on LIBOR.
“Financial Covenant Trigger Period” means the period (a) commencing on the date that Availability shall be less than the greater of (A) 20.0% of the Line Cap and (B) $8,000,000, and (b) continuing until, during each of the preceding 30 consecutive days, Availability shall have been equal to or greater than the greater of (A) 20.0% of the Line Cap and (B) $8,000,000.
“LIBOR Screen Rate” means the LIBOR quote on the applicable screen page the Administrative Agent designates to determine LIBOR (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time).
“LIBOR Successor Rate” has the meaning specified in Section 3.3(b).
“LIBOR Successor Rate Conforming Changes” means, with respect to any proposed LIBOR Successor Rate, any conforming changes to the definition of Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters (including, for the avoidance of doubt, the definition of Business Day, timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption and implementation of such LIBOR Successor Rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such LIBOR Successor Rate exists, in such other manner of administration as the Administrative Agent determines is reasonably necessary in connection with the administration of this Agreement and any other Loan Document).
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“L/C Issuer Sublimit” means (i) in the case of Bank of America, an amount equal to 100% of the Letter of Credit Sublimit, and (ii) in the case of Deutsche Bank AG New York Branch, an amount equal to 50% of the Letter of Credit Sublimit, as such percentages may be adjusted from time to time by the agreement of the L/C Issuers.
“Letter of Credit Sublimit” means an amount equal to $24,000,000, or such greater amount as determined by the Administrative Agent in its sole discretion. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Commitments hereunder.
“Quail Tools” means Quail Tools, LLC, an Oklahoma limited liability company.
“Scheduled Unavailability Date” has the meaning specified in Section 3.3(b).
“Value” means (a) for an Account, its face amount, net of any returns, rebates, discounts (calculated on the shortest terms then available to the applicable Account Debtor), credits, allowances or Taxes (including sales, excise or other taxes) that have been or could properly be claimed by the Account Debtor or any other Person and (b) for the Quail Rental Assets, their value determined on the basis of the lower of cost or market of such Quail Rental Assets in accordance with GAAP, with the cost thereof calculated on a first-in, first-out basis determined in accordance with GAAP.
“Weekly BBC Trigger Period” means the period (a) if the Outstanding Amount of Loans is greater than $0, (i) commencing on the day that an Event of Default occurs or Availability is less than $16,000,000 (unless the Administrative Agent gives notice to the Parent Borrower that such period shall not commence on such date, in which case such period shall commence on any date during which such Event of Default exists, or Availability is less than $16,000,000, and in either case the Administrative Agent gives notice to the Parent Borrower that such period then commences) and (ii) continuing until, during each of the preceding 30 consecutive days, no Event of Default has existed and Availability has been equal to or greater than $16,000,000, and (b) if the Outstanding Amount of Loans is $0, (i) commencing on the day that an Event of Default occurs or Availability is less than $8,000,000 (unless the Administrative Agent gives notice to the Parent Borrower that such period shall not commence on such date, in which case such period shall commence on any date during which such Event of Default exists, or Availability is less than $8,000,000, and in either case the Administrative Agent gives notice to the Parent Borrower that such period then commences) and (ii) continuing until, during each of the preceding 30 consecutive days, no Event of Default has existed and Availability has been equal to or greater than $8,000,000.
“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.
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(c) Deletion of Definitions. Section 1.1 of the Credit Agreement is hereby amended by deleting the definitions of “Eurodollar Base Rate,” “Eurodollar Rate,” “Eurodollar Reserve Percentage” set forth therein.
(d) Exchange Rates. Section 1.5(c) of the Credit Agreement is hereby amended to replace the reference to “Eurodollar Rate” therein with “LIBOR”.
(e) Borrowing Base Calculations; Inclusion of Assets in Borrowing Base. Section 2.4 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
Section 2.4 Borrowing Base Calculations; Inclusion of Assets in Borrowing Base.
(a) Borrowing Base Calculations. Concurrently with delivery by the Parent Borrower to the Administrative Agent of (1) any notice designating any Swap Contract as a “Secured Hedge Agreement” and (2) any Borrowing Base Certificate, the Parent Borrower will deliver to the Administrative Agent a report from the relevant counterparty setting forth the Swap Termination Value of such Swap Contract, determined in accordance with procedures customary in the relevant market. The Administrative Agent will calculate from time to time the net amount of the Swap Termination Values of all Secured Hedge Agreements on the basis of such counterparty report, and if a Borrower would owe a net amount under all of such Borrower’s Secured Hedge Agreements if all such Secured Hedge Agreements were terminated on such date, the Administrative Agent may, and at the request of the Required Lenders, will, establish a reserve for purposes of calculating the Borrowing Base pursuant to the definition thereof set forth in Section 1.1 in an amount equal to such net amount, and will maintain such reserve until the next determination by the Administrative Agent pursuant to this paragraph.
(b) Borrowing Base Collateral Casualty Event or Disposition.
(i) Upon the occurrence of a Significant Casualty Event related to any Borrowing Base Collateral, the Administrative Agent, in the exercise of its Permitted Discretion, may establish or increase the Casualty Reserve for purposes of calculating the Borrowing Base pursuant to the definition thereof set forth in Section 1.1 as a result thereof.
(ii) Upon the occurrence of a Disposition outside the Ordinary Course of Business related to any Borrowing Base Collateral, the Administrative Agent, in the exercise of its Permitted Discretion, may establish or increase the Disposition Reserve for purposes of calculating the Borrowing Base pursuant to the definition thereof set forth in Section 1.1 as a result thereof.
(f) Interest Rate. The introductory paragraph to Section 2.8 of the Credit Agreement is hereby amended to replace the reference to “Eurodollar Rate” therein with “LIBOR”.
(g) Computation of Interest and Fees. Section 2.10 of the Credit Agreement is hereby amended to replace the reference to “Eurodollar Rate” therein with “LIBOR”.
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(h) Payments by Borrowers; Presumptions by Administrative Agent. Section 2.12(b)(ii) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
(ii) Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or any L/C Issuer hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the applicable L/C Issuer, as the case may be, the amount due. With respect to any payment that the Administrative Agent makes for the account of the Lenders or any L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A) no Borrower has in fact made such payment; (B) the Administrative Agent has made a payment in excess of the amount so paid by any Borrower (whether or not then owed); or (C) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Lenders or the applicable L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender or such L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.
(i) LIBOR Successor Rate. Section 2.15 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
Section 2.15 Reserved.
(j) Illegality. Section 3.2 of the Credit Agreement is hereby amended to replace the reference to “Eurodollar Rate” therein with “LIBOR”.
(k) Inability to Determine Rates. Section 3.3 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
Section 3.3 Inability to Determinate Rate; Replacement of LIBOR.
(a) Inability to Determine Rate. The Administrative Agent will promptly notify the Parent Borrower and Lenders if, in connection with any Loan or request with respect to a Loan, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable Loan amount or Interest Period, or (B) adequate and reasonable means do not exist for determining LIBOR for the Loan or Interest Period (including with respect to calculation of the Base Rate); or (ii) the Administrative Agent or Required Lenders determine for any reason that LIBOR for the Interest Period does not adequately and fairly reflect the cost to Lenders of funding or maintaining the Loan. Thereafter, Lenders’ obligations to make or maintain affected Eurodollar Rate Loans and utilization of the LIBOR component (if affected) in determining Base Rate shall be suspended until the Administrative Agent determines (or is instructed by Required Lenders) to withdraw the notice. Upon receipt of such notice, the Parent Borrower may revoke any pending request for funding, conversion or continuation of a Eurodollar Rate Loan or, failing that, will be deemed to have requested a Base Rate Loan, and the Administrative Agent may (or shall upon request by Required Lenders) immediately convert any affected Eurodollar Rate Loan to a Base Rate Loan.
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(b) Replacement of LIBOR. Notwithstanding anything to the contrary in any Loan Document, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Parent Borrower or Required Lenders notify the Administrative Agent (with, in the case of Required Lenders, a copy to the Parent Borrower) that Borrowers or Required Lenders (as applicable) have determined, that:
(i) adequate and reasonable means do not exist for ascertaining LIBOR for any Interest Period hereunder or any other tenors of LIBOR, including because the LIBOR Screen Rate is not available or published on a current basis, and such circumstances are unlikely to be temporary; or
(ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available or used for determining the interest rate of loans, provided that, at the time of such statement, there is no successor administrator satisfactory to the Administrative Agent that will continue to provide LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”); or
(iii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over such administrator has made a public statement announcing that all Interest Periods and other tenors of LIBOR are no longer representative; or
(iv) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR;
then, in the case of clauses (i) through (iii) above, on a date and time determined by the Administrative Agent (any such date, a “LIBOR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and shall occur within a reasonable period of time after the occurrence of any of the events or circumstances under clauses (i), (ii) or (iii) above and, solely with respect to clause (ii) above, no later than the Scheduled Unavailability Date, LIBOR will be replaced hereunder and under the other Loan Documents with, subject to the proviso below, the first available alternative set forth in the order below for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (“LIBOR Successor Rate”; and any such rate before giving effect to the Related Adjustment, “Pre Adjustment Successor Rate”):
(x) Term SOFR plus the Related Adjustment; and
(y) SOFR plus the Related Adjustment;
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and in the case of clause (iv) above, the Administrative Agent and the Parent Borrower may amend this Agreement solely for the purpose of replacing LIBOR under this Agreement and the other Loan Documents in accordance with the definition of “LIBOR Successor Rate” and such amendment will become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent has notified the Lenders and the Parent Borrower of the occurrence of the circumstances described in clause (iv) above unless, prior to such time, Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders object to the implementation of a LIBOR Successor Rate pursuant to such clause; provided that if the Administrative Agent determines that Term SOFR has become available, is administratively feasible for the Administrative Agent and would have been identified as the Pre-Adjustment Successor Rate in accordance with the foregoing if it had been so available at the time that the LIBOR Successor Rate then in effect was so identified, and notifies the Parent Borrower and the Lenders of such availability, then from and after the beginning of the Interest Period, relevant interest payment date or payment period for interest calculated, in each case, commencing no less than 30 days after the date of such notice, the Pre-Adjustment Successor Rate shall be Term SOFR and the LIBOR Successor Rate shall be Term SOFR plus the relevant Related Adjustment.
The Administrative Agent will promptly (in one or more notices) notify the Parent Borrower and the Lenders of (x) any occurrence of any events, periods or circumstances under clauses (i) through (iii) above, (y) a LIBOR Replacement Date, and (z) the LIBOR Successor Rate. Any LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. Notwithstanding anything to the contrary in any Loan Document, if at any time any LIBOR Successor Rate as so determined would otherwise be less than 0.50%, the LIBOR Successor Rate will be deemed to be 0.50% for the purposes of this Agreement and the other Loan Documents.
In connection with the implementation of a LIBOR Successor Rate, the Administrative Agent will have the right to make LIBOR Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such LIBOR Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such LIBOR Successor Rate Conforming Changes to the Parent Borrower and the Lenders reasonably promptly after such amendment becomes effective.
If events or circumstances of the type described in clauses (i) through (iii) above occur with respect to any LIBOR Successor Rate then in effect, the successor rate thereto shall be determined in accordance with the definition of “LIBOR Successor Rate.”
(c) Alternate Benchmark Rate. Notwithstanding anything to the contrary herein, (a) after any such determination by the Administrative Agent or receipt by the Administrative Agent of any such notice described in Section 3.3(b)(i) through (iii), as applicable, if the Administrative Agent determines that none of the LIBOR Successor Rates is available on or prior to the LIBOR Replacement Date, (ii) if the events or circumstances described in Section 3.3(b)(iv) have occurred but none of the LIBOR Successor Rates is available, or (iii) if the events or circumstances of the type described in Section 3.3(b)(i)
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through (iii) have occurred with respect to the LIBOR Successor Rate then in effect and the Administrative Agent determines that none of the LIBOR Successor Rates is available, then in each case, the Administrative Agent and the Parent Borrower may amend this Agreement solely for the purpose of replacing LIBOR or any then current LIBOR Successor Rate in accordance with this Section at the end of any Interest Period, relevant interest payment date or payment period for interest, as applicable, with another alternate benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks and, in each case, including any Related Adjustments and any other mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its discretion and may be periodically updated. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a LIBOR Successor Rate. Any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent has posted such proposed amendment to the Lenders and the Parent Borrower unless, prior to such time, Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders object to such amendment.
(d) No Successor Rate. If, at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, no LIBOR Successor Rate has been determined in accordance with Section 3.3(b) or 3.3(c) and the circumstances under Section 3.3(b)(i) or (iii) exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Parent Borrower and the Lenders. Thereafter, (i) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans, Interest Periods, interest payment dates or payment periods), and (ii) the LIBOR component shall no longer be utilized in determining Base Rate, until the LIBOR Successor Rate has been determined in accordance with Section 3.3(b) or 3.3(c). Upon receipt of such notice, the Parent Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans, Interest Periods, interest payment dates or payment periods) or, failing that, will be deemed to have converted such request into a request for Base Rate Loans (subject to clause (ii) above).
(l) Increased Costs. Section 3.4(a)(i) of the Credit Agreement is hereby amended to replace the reference to “Eurodollar Rate” therein with “LIBOR”.
(m) Compensation for Losses. The final paragraph in Section 3.5 of the Credit Agreement is hereby amended to replace the reference to “Eurodollar Rate” therein with “LIBOR”.
(n) Affected Financial Institution. Section 5.23 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
Section 5.23 Affected Financial Institution. No Loan Party is an Affected Financial Institution.
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(o) Certificates; Other Information. Section 6.2(h) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
(h) concurrently with the delivery of a Borrowing Base Certificate, detailed agings of Accounts (together with a reconciliation to its general ledger) and a detailed listing of the Quail Rental Assets, prepared as of the end of the applicable period;
(p) Inspection and Appraisal of Collateral. Section 6.12 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
Section 6.12 Inspection and Appraisal of Collateral.
(a) Subject to the expense reimbursement limitations contained in the next sentence, at any time upon the Administrative Agent’s request, permit the Administrative Agent (or its designee) to conduct field examinations to ensure the adequacy of Borrowing Base Collateral and related reporting and control systems, and prepared on a basis reasonably satisfactory to the Administrative Agent, such field examinations to include, without limitation, information required by applicable Laws. The Parent Borrower shall reimburse the Administrative Agent for all reasonable charges, costs and expenses (including a per diem field examination charge and out of pocket expenses) related thereto with respect to one such field examination during each calendar year; provided that if Availability is at any time less than $16,000,000 during any calendar year, the Parent Borrower shall reimburse the Administrative Agent for all reasonable charges, costs and expenses (including a per diem field examination charge and out of pocket expenses) related to a second such field examination during such calendar year (without any obligation on the part of the Administrative Agent to conduct such examination); provided, further, that when an Event of Default has occurred and is continuing, there shall be no limitation on the number or frequency of field examinations that shall be at the sole expense of the Parent Borrower.
(b) At any time upon the Administrative Agent’s request, promptly provide the Administrative Agent with appraisals of the Quail Rental Assets not more frequently than two times in any calendar year from an appraiser selected and engaged by the Administrative Agent, and prepared on a basis reasonably satisfactory to the Administrative Agent, such appraisals to include, without limitation, information required by applicable Laws. The Parent Borrower shall reimburse the Administrative Agent for all reasonable charges, costs and expenses related thereto with respect to the appraisals made during each calendar year pursuant to the immediately preceding sentence; provided, that when an Event of Default has occurred and is continuing, there shall be no limitation on the number or frequency of appraisals that shall be at the sole expense of the Parent Borrower.
(q) Inspection and Appraisal of Collateral. Section 6.13 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
Section 6.13 Casualty and Condemnation; Disposition Outside the Ordinary Course of Business. (a) Furnish to the Administrative Agent written notice promptly, and in any event within five Business Days of the occurrence, of any Casualty Event affecting Collateral reasonably expected by the Parent Borrower to result in Net Loss Proceeds in excess of $5,000,000, (b) ensure that the Net Loss Proceeds of any such event (whether in the form of insurance proceeds or otherwise) are collected and applied in accordance with the applicable provisions of the Loan
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Documents, (c) furnish to the Administrative Agent written notice promptly, and in any event within five Business Days of the occurrence, of any Significant Casualty Event involving Borrowing Base Collateral and (d) furnish to the Administrative Agent written notice promptly, and in any event within five Business Days of the occurrence, of any Disposition outside the Ordinary Course of Business that relates to any Borrowing Base Collateral.
(r) Fundamental Changes. The last paragraph in Section 7.4 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
provided, further, that, for avoidance of doubt, any transaction permitted under this Section 7.4 that would result in a Change of Control shall cause a Default under Section 8.1(k); provided further that if any merger or consolidation is with a Borrower, then prior to including the assets of such Person in the Borrowing Base (i) the Administrative Agent shall consent to including any such Accounts or Quail Rental Assets in calculating the Borrowing Base, (ii) the Administrative Agent (or its designee) shall conduct a field examination to ensure the adequacy of the proposed Borrowing Base Collateral and related reporting and control systems, and prepared on a basis reasonably satisfactory to the Administrative Agent, such field examination to include, without limitation, required by applicable Laws and (iii) the Administrative Agent shall receive any other document or information in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent in its sole discretion.
(s) Collateral Documents. Section 8.1(l) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
(l) Collateral Documents. Any Collateral Document after delivery thereof shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected first priority Lien (subject to Liens permitted by Section 7.1) on (i) the Collateral consisting of Accounts or Quail Rental Assets or (ii) other Collateral purported to be covered thereby having an aggregate fair market value in excess of $5,000,000, that is purported to be covered thereby unless such occurrence results solely from action of the Administrative Agent or any Lender (or any failure of the Administrative Agent or any Lender to file or record any financing statements (or amendments or continuations thereof), intellectual property security agreements (or amendments, restatements or supplements thereto) and/or mortgages (or amendments, restatements or supplements thereto)) and involves no Default by the Parent Borrower or any other Loan Party hereunder or under any Collateral Document;
(t) Recovery of Erroneous Payments. Article IX of the Credit Agreement is hereby amended to add a new Section 9.13 thereto to read as follows:
Section 9.13 Recovery of Erroneous Payments. Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Lender or any L/C Issuer (the “Credit Party”), whether or not in respect of an Obligation due and owing by a Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each Credit Party receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Credit Party in immediately available funds in the currency so received, with interest thereon, for each day from and including the date such Rescindable Amount is received by it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Credit Party irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise claim a right to retain funds
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mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Credit Party promptly upon determining that any payment made to such Credit Party comprised, in whole or in part, a Rescindable Amount.
(u) Activities of Lux Holdco. Section 7.17(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follow:
(a) hold any assets other than (i)(A) the Equity Interests of Parker Drilling Arctic Operating, LLC, Quail Tools, LLC, Parker Drilling Offshore USA L.L.C., PD GP Arctic, LLC, PD GP Offshore, LLC and PD GP Quail, LLC and (B) the Equity Interests of any Subsidiary formed or acquired by Lux Holdco after the Closing Date in compliance with clause (d) below, (ii) cash and Cash Equivalents in an amount at any time not to exceed $100,000 except for cash and Cash Equivalents received as a Restricted Payment or Investment from the Parent Borrower or any of its Subsidiaries held on a temporary basis in an account covered by a Lux Account Pledge Agreement, pending the application thereof, and (iii) other miscellaneous non-material assets incidental to the activities described in clause (c) below;
(v) Electronic Signatures. Section 10.17 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
Section 10.17 Electronic Signatures. This Agreement, the Loan Documents and any other document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Agreement (each a “Communication”), including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each Loan Party agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Loan Party to the same extent as a manual signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Loan Party enforceable against such in accordance with the terms thereof to the same extent as if manually executed. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include use or acceptance by Administrative Agent and each of the Lenders of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. Administrative Agent and each of the Lenders may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by Administrative Agent pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent Administrative Agent has agreed to accept such Electronic Signature, Administrative Agent and each of the Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party without further verification and (b) upon the request of Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by such manually executed counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.
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(w) Affected Financial Institutions. Section 10.22 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
Section 10.22 Acknowledgment and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender that is an Affected Financial Institution; and
(b) the effects of any Bail-In Action on any such liability, including, if applicable:
(i) a reduction in full or in part or cancellation of any such liability;
(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or
the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable Resolution Authority.
(x) Commitments and Applicable Percentages. The “Commitments and Applicable Percentages” table set forth on Schedule 2.1 to the Credit Agreement is amended and restated in its entirety as set forth on Annex 1 attached hereto.
(y) Borrowing Base Certificate. Exhibit F to the Credit Agreement is amended and restated in its entirety as set forth on Annex 2 attached hereto.
(z) Schedules. Schedules 5.7(A) and (B), 5.14, 5.18, 6.11 and 10.2 to the Credit Agreement are amended and restated in their entirety as set forth on Annexes 3, 4, 5, 6 and 7 attached hereto.
3. Limited Waiver. In reliance upon the representations, warranties, covenants and agreements contained in this Amendment, and subject to the conditions precedent set forth in Section 4 below, and notwithstanding anything to the contrary in the Credit Agreement, the Lenders party hereto hereby waive any Default or Event of Default that may have occurred under the Credit Agreement prior to the Amendment Effective Date as result of Lux Holdco holding any assets other than those designated in Section 7.17(a) of the Credit Agreement. The waiver granted herein is limited solely to Section 7.17(a) of the Credit Agreement, and nothing contained in this Amendment shall be deemed a consent to, or waiver of, any other action or inaction of any Loan Party or any other Person which constitutes (or would constitute) a violation of any provision of the Credit Agreement or any other Loan Document. Neither the Lenders nor the Administrative Agent shall be obligated to grant any future waivers, consents or amendments with respect to any provision of the Credit Agreement or any other Loan Document.
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4. Conditions to Effectiveness. This Amendment shall become effective as of the date first written above only upon satisfaction in full (or written waiver by the Administrative Agent) of the following conditions precedent to the satisfaction of Administrative Agent and the Lenders (the “Amendment Effective Date”):
(a) Delivery of Documents. Administrative Agent shall have received on or before the Amendment Effective Date the following, each in form and substance satisfactory to Administrative Agent and, unless indicated otherwise, dated the Amendment Effective Date:
(i) this Amendment, duly executed by the Borrowers, the Guarantors, Administrative Agent and the Lenders;
(ii) certificates, in form and substance reasonably satisfactory to Administrative Agent, from a Responsible Officer of each Loan Party certifying, after giving effect to this Amendment and the other transactions contemplated hereunder, (A) that there has been no change to the Loan Parties’ Organization Documents since the Closing Date (or otherwise attaching such changed Organization Documents or resolutions); (B) resolutions authorizing execution and delivery of this Amendment and the other transactions contemplated hereunder, (C) that no Default or Event of Default exists; and (D) as to the matters set forth in Section 3(c) below;
(iii) good standing certificates of each Loan Party, issued by the Secretary of State or other appropriate official of such Loan Party’s jurisdiction of organization; and
(iv) a favorable written opinion of Akin Gump Strauss Hauer & Feld LLP, counsel to the Loan Parties addressed to the Administrative Agent and each Lender, as to the matters concerning this Amendment.
(b) Fees and Expenses. The Borrowers shall have paid (i) an amendment fee of $80,000 to the Administrative Agent, for the ratable account of the Lenders, which fee shall be non-refundable and fully earned and due and payable in cash on the date hereof, and (ii) all other fees and expenses to be paid to Administrative Agent or incurred on or prior to the Amendment Effective Date that are required to be paid under the Loan Documents, including all accrued fees of Administrative Agent’s legal counsel.
(c) Representations and Warranties. The representations and warranties contained in this Amendment and in Article V of the Credit Agreement (after giving effect to this Amendment) and in each other Loan Document shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment Effective Date as though made on and as of such date (except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case, such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date).
18
(d) No Default; Event of Default. No Default or Event of Default shall have occurred and be continuing on the Amendment Effective Date or result from this Amendment becoming effective in accordance with its terms.
5. Representations and Warranties. The Borrowers hereby represent and warrant to Administrative Agent and Lenders as follows:
(a) Representations and Warranties. After giving effect to this Amendment, the representations and warranties herein, in Article V of the Credit Agreement and in each other Loan Document are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such date as though made on and as of such date (except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case, such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date).
(b) No Default. No Default or Event of Default has occurred and is continuing as of the Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms.
(c) Authorization, Etc. Each Loan Party is duly authorized to execute, deliver and perform this Amendment and each other Loan Document to which it is a party. The execution, delivery and performance of the Loan Documents, as amended hereby, have been duly authorized by all necessary action, and do not (i) contravene the terms of any Loan Party’s Organization Documents; (ii) conflict with or result in any breach or contravention of, under, or require any payment to be made under any Contractual Obligation to which a Loan Party is a party or affecting a Loan Party or the properties of a Loan Party or any of its Material Subsidiaries, except for conflicts, breaches or contraventions that could not reasonably be expected to result in a Material Adverse Effect, (iii) violate any Law or any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which a Loan Party or its property is subject; or (iv) result in the creation or imposition of any Lien on any property of the Borrowers or any Material Subsidiary except Liens created under the Loan Documents.
(d) Enforceability of Loan Documents. This Amendment is, and each other Loan Document to which any Loan Party is a party, is, a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, except as enforceability may be limited by equitable principles or by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.
(e) Governmental Approvals. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Amendment or any other Loan Document.
6. Continued Effectiveness of the Credit Agreement and Other Loan Documents. Each Loan Party hereby (a) acknowledges and consents to this Amendment, (b) confirms and agrees that the Credit Agreement and each other Loan Document to which it is a party, in each case, to the extent amended hereby, is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that on and after the Amendment Effective Date, all references in any such Loan Document to the “Credit Agreement”, the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring
19
to the Credit Agreement shall mean the Credit Agreement as amended by this Amendment, and (c) confirms and agrees that, to the extent that any such Loan Document purports to assign or pledge to Administrative Agent, for the benefit of it and the Lenders, or to grant to Administrative Agent, for the benefit of it and the Lenders, a security interest in or Lien on any Collateral as security for the Obligations of the Loan Parties from time to time existing in respect of the Credit Agreement and the other Loan Documents, such pledge, assignment and/or grant of the security interest or Lien is hereby ratified and confirmed in all respects. This Amendment does not and shall not affect any of the obligations of the Loan Parties, other than as expressly provided herein, including, without limitation, the Loan Parties’ obligations to repay the Loans in accordance with the terms of the Credit Agreement or the obligations of the Loan Parties under any Loan Document to which they are a party, all of which obligations, as amended hereby, shall remain in full force and effect and are hereby ratified and confirmed. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of Administrative Agent or any Lender under the Credit Agreement or any other Loan Document nor constitute a waiver of any provision of the Credit Agreement or any other Loan Document.
7. No Novation. Nothing herein contained shall be construed as a substitution or novation of the Obligations outstanding under the Credit Agreement or instruments securing the same, which shall remain in full force and effect, except as modified hereby.
8. No Representations by Administrative Agent or Lenders. Each Loan Party hereby acknowledges that it has not relied on any representation, written or oral, express or implied, by Administrative Agent or any Lender, other than those expressly contained herein, in entering into this Amendment.
9. Further Assurances. The Loan Parties shall execute any and all further documents, agreements and instruments, and take all further actions, as may be required under any applicable Law or as Administrative Agent may reasonably request, in order to effect the purposes of this Amendment.
10. Release. Each Loan Party hereby acknowledges and agrees that neither it nor any of its Subsidiaries has any Claim (as defined below) against Administrative Agent or any Lender (or any of the directors, officers, employees, agents, attorneys or consultants of any of the foregoing). Notwithstanding the foregoing, Administrative Agent and the Lenders wish (and the Loan Parties agree) to eliminate any possibility that any conditions, acts, omissions, events or circumstances arising prior to the Amendment Effective Date directly out of, connected with or related to this Amendment, the Credit Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, would impair or otherwise adversely affect any of their rights, interests, security and/or remedies under the Loan Documents. Accordingly, for and in consideration of the agreements contained in this Amendment and other good and valuable consideration, each Loan Party (for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge Administrative Agent and the Lenders, together with their respective Affiliates, and each of the directors, officers, employees, agents, attorneys and consultants of each of the foregoing (collectively, the “Released Parties”), from any and all debts, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, in each case, whether known or unknown, contingent or fixed, direct or indirect, and of whatever nature or description other than fraud or willful misconduct, and whether in law or in equity, under contract, tort, statute or otherwise, which any Releasor has heretofore had or now can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done, in each case, on or prior to the Amendment Effective Date directly arising out of, connected with or related to this Amendment, the Credit Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, or the agreements of Administrative Agent or any Lender contained therein, or the making of any Loans or other advances under the Loan Documents or the management of such Loans or other advances or the Collateral (each of the foregoing, a “Claim”).
20
11. Miscellaneous.
(a) This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Amendment by facsimile or electronic mail shall be equally effective as delivery of an original executed counterpart of this Amendment.
(b) Section and paragraph headings herein are included for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.
(c) UNLESS EXPRESSLY PROVIDED IN ANY LOAN DOCUMENT, THIS AMENDMENT, THE OTHER LOAN DOCUMENTS AND ALL CLAIMS SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES THAT WOULD SELECT THE LAWS OF A DIFFERENT STATE EXCEPT FEDERAL LAWS RELATING TO NATIONAL BANKS.
(d) Each Loan Party hereby acknowledges and agrees that this Amendment constitutes a “Loan Document” under the Credit Agreement.
(e) Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.
[Remainder of Page Intentionally Left Blank;
Signature Page(s) Follow(s).]
21
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered as of the date set forth on the first page hereof.
| BORROWERS: | ||||
| PARKER DRILLING COMPANY | ||||
| By: | /s/ Michael W. Sumruld | |||
| Name: | Michael W. Sumruld | |||
| Title: | Senior Vice President and Chief Financial Officer | |||
| PARKER DRILLING ARCTIC OPERATING, LLC | ||||
| PARKER DRILLING COMPANY NORTH AMERICA, LLC | ||||
| QUAIL SERVICES, LLC | ||||
| PARKER DRILLING OFFSHORE USA, L.L.C. | ||||
| QUAIL TOOLS, LLC | ||||
| By: | /s/ Nathaniel Dockray | |||
| Name: |
Nathaniel Dockray | |||
| Title: |
Vice President and Treasurer | |||
Signature Page to
First Amendment to Amended and Restated Credit Agreement
| GUARANTORS: | ||||
| PARKER AVIATION, LLC | ||||
| PARKER DRILLING COMPANY OF OKLAHOMA, INCORPORATED | ||||
| PARKER DRILLING MANAGEMENT SERVICES, LTD. | ||||
| PARKER DRILLING OFFSHORE COMPANY, LLC | ||||
| PARKER NORTH AMERICA OPERATIONS, LLC | ||||
| PARKER TECHNOLOGY, LLC | ||||
| 2M-TEK, LLC | ||||
| PD GP ARCTIC, LLC | ||||
| PD GP QUAIL, LLC | ||||
| PD GP OFFSHORE, LLC | ||||
| By: |
/s/ Michael W. Sumruld | |||
| Name: |
Michael W. Sumruld | |||
| Title: |
Vice President | |||
| PD HOLDINGS DOMESTIC COMPANY S.à. r. l | ||||
| By: |
/s/ Rachael Redfern | |||
| Name: |
Rachael Redfern | |||
| Title: |
Vice President | |||
| By: |
/s/ Nathaniel Dockray | |||
| Name: |
Nathaniel Dockray | |||
| Title: |
Director | |||
Signature Page to
First Amendment to Amended and Restated Credit Agreement
| ADMINISTRATIVE AGENT AND LENDERS: | ||||
| BANK OF AMERICA, N.A., as Administrative Agent, a Lender and an L/C Issuer | ||||
| By: |
/s/ Terrance O. McKinney | |||
| Name: |
Terrance O. McKinney | |||
| Title: |
Senior Vice President | |||
Signature Page to
First Amendment to Amended and Restated Credit Agreement
| DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender and a L/C Issuer | ||||
| By: |
/s/ Michael Strobel | |||
| Name: |
Michael Strobel | |||
| Title: |
Vice President | |||
| By: |
/s/ Phillip Tancorra | |||
| Name: |
Phillip Tancorra | |||
| Title: |
Vice President | |||
Signature Page to
First Amendment to Amended and Restated Credit Agreement
ANNEX 1
SCHEDULE 2.1
COMMITMENTS AND APPLICABLE PERCENTAGES
| Lender |
Revolving Credit Commitment |
Revolving Credit Applicable Percentage |
||||||
| Bank of America, N.A. |
$ | 20,000,000.00 | 50.000000000 | % | ||||
| Deutsche Bank AG New York Branch |
$ | 20,000,000.00 | 50.000000000 | % | ||||
| TOTAL |
$ | 40,000,000.00 | 100.000000000 | % | ||||
Annex 1 - Schedule 2.1
ANNEX 2
EXHIBIT F
BORROWING BASE CERTIFICATE
[to be attached]
Annex 2 - Exhibit F
ANNEX 3
SCHEDULE 5.7(A)
SPECIFIED BARGE RIGS
| Owner |
Vessel Name |
Official Number |
Flagged Jurisdiction | |||
| Parker Drilling Offshore USA, L.L.C. |
Parker Drilling 15-B | 599619 | U.S. | |||
| Parker Drilling Offshore USA, L.L.C. |
30B also known as Parker Drilling 30-B | 1261618 | U.S. | |||
| Parker Drilling Offshore USA, L.L.C. |
Parker Drilling 50-B | 640365 | U.S. | |||
| Parker Drilling Offshore USA, L.L.C. |
Parker Drilling 51-B | 640959 | U.S. | |||
| Parker Drilling Offshore USA, L.L.C. |
Parker Drilling 54-B | 628668 | U.S. | |||
| Parker Drilling Offshore USA, L.L.C. |
Parker Drilling 55-B | 643082 | U.S. | |||
| Parker Drilling Offshore USA, L.L.C. |
Parker Rig 72 | 642929 | U.S. | |||
| Parker Drilling Offshore USA, L.L.C. |
Parker Rig 76-B also known as Parker Drilling 76-B | 594111 | U.S. | |||
| Parker Drilling Offshore USA, L.L.C. |
Rig 77B | 600135 | U.S. |
SCHEDULE 5.7(B)
SPECIFIED LAND RIGS
| Owner |
Rig Name | |
| Parker Drilling Arctic Operating, LLC |
272 | |
| Parker Drilling Arctic Operating, LLC |
273 |
Annex 3 – Schedule 5.7(a) and 5.7(b)
ANNEX 4
SCHEDULE 5.14
SUBSIDIARIES AND OTHER EQUITY INVESTMENTS
| (a) | Subsidiaries. |
Part (i)
| Subsidiary |
Jurisdiction of Formation |
Owner |
% Ownership Interest | |||
| 2M-TEK, LLC | Louisiana | Parker Drilling Offshore Company, LLC | 100% | |||
| AralParker LLP | Kazakhstan | Parker Drilling Company of New Guinea, LLC |
100% | |||
| Creek International Rig Corp. | Nevada | Parker Drilling Domestic Holding Company, LLC |
100% | |||
| DGH, Inc. | Texas | Parker Drilling Company | 100% | |||
| International Tubular Services de Mexico S. de R.L. de C.V. | Mexico | International Tubular Services Limited
ITS Egypt Holdings 2, Ltd. |
99.74%
.26% | |||
| International Tubular Services Limited | Scotland, United Kingdom | Parker International Holding Kft. | 100% | |||
| International Tubular Services Middle East, LLC | United Arab Emirates | International Tubulars FZE | 49% | |||
| International Tubulars FZE | United Arab Emirates | International Tubular Services Limited | 100% | |||
| ITS Arabia Limited | Saudi Arabia | PD International Holdings C.V.
ITS Egypt Holdings 1, Ltd. |
70%
30% | |||
| ITS Egypt Holdings 1, Ltd | Scotland, United Kingdom | International Tubular Services Limited | 100% | |||
| ITS Egypt Holdings 2, Ltd. | Scotland, United Kingdom | International Tubular Services Limited | 100% | |||
| ITS Energy Services | Cayman Islands | Parker International Holding Kft. | 100% | |||
| ITS Energy Services (Asia Pacific) PTE Ltd | Singapore | ITS Energy Services PTE Ltd | 100% | |||
| ITS Energy Services Limited | Trinidad | International Tubular Services Limited | 100% | |||
| ITS Energy Services PTE Ltd | Singapore | International Tubular Services Limited | 100% | |||
| ITS Energy Services Sdn Bhd | Malaysia | ITS Energy Services PTE Ltd | 100% | |||
Annex 4 – Schedule 5.14
| Subsidiary |
Jurisdiction of Formation |
Owner |
% Ownership Interest | |||
| ITS India Private Limited | India | International Tubular Services Limited | 100% | |||
| ITS Netherlands B.V. | Netherlands | International Tubular Services Limited | 100% | |||
| Joint Stock Company Parker Drilling Company of Sakhalin | Russia | Parker Drilling Company | 100% | |||
| KMG Parker Drilling Company LLP | Kazakhstan | Parker Drilling Netherlands BV | 51% | |||
| PD Holdings Domestic Company S.à r.l. | Luxembourg | Parker North America Operations, LLC | 100% | |||
| Parker International Holding Kft. | Hungary | PD ITS, LLC | 33.33% | |||
| PD Dutch, LLC | 33.33% | |||||
| PD Selective, LLC | 33.33% | |||||
| Parker Aviation LLC | Oklahoma | Parker Drilling Company | 100% | |||
| Parker Central Europe Rig Holdings LLC | Hungary | Parker International Holding Kft. | 100% | |||
| Parker Drilling AME Limited | Cayman Islands | Parker International Holding Kft. | 100% | |||
| Parker Drilling Arctic Operating, LLC | Delaware | PD GP Arctic, LLC | 0.01% | |||
| PD Holdings Domestic Company S.à r.l. | 99.99% | |||||
| Parker Drilling Canada Company | Canada | Parker International Holding Kft. | 100% | |||
| Parker Drilling Company Kuwait Ltd | Bahamas | Parker International Holding Kft. | 99% | |||
| Parker Drilling Company (Bolivia) S.A. | Bolivia | Parker Drilling Company | 100% | |||
| Parker Drilling Company International Limited |
Nevada | Parker North America Operations, LLC | 100% | |||
| Parker Drilling Company North America, LLC | Nevada | Parker North America Operations, LLC | 100% | |||
| Parker Drilling Company of Mexico, LLC | Nevada | Parker Drilling Offshore Company, LLC | 100% | |||
| Parker Drilling Company of New Guinea LLC | Delaware | Parker International Holding Kft. | 100% | |||
| Parker Drilling Company of New Zealand Limited | New Zealand | PD Dutch, LLC | 100% | |||
| Parker Drilling Company of Oklahoma, Incorporated | Oklahoma | Parker Drilling Company | 100% | |||
| Parker Drilling Company of Singapore LLC | Delaware | PD Selective, LLC | 100% | |||
| Parker Drilling de Mexico, S. de R.L. de C.V. | Mexico | Parker Drilling Offshore Company, LLC | 2% | |||
| Parker Drilling Company of Mexico, LLC | 98% | |||||
| Parker Drilling Disaster Relief Fund, Inc. | Texas | Parker Drilling Management Services, Ltd. | 100% | |||
| Parker Drilling Domestic Holding Company, LLC |
Delaware | Parker Drilling Company | 100% | |||
| Parker Drilling Dutch B.V. | Netherlands | Parker International Holding Kft. | 100% | |||
Annex 4 – Schedule 5.14
| Subsidiary |
Jurisdiction of Formation |
Owner |
% Ownership Interest | |||
| Parker Drilling Global Employment Company (Management Office), Ltd. | Dubai International Financial Centre (UAE) | Parker Drilling Netherlands B.V. | 100% | |||
| Parker Drilling International B.V. | Netherlands | Parker Drilling Netherlands B.V. | 100% | |||
| Parker Drilling International of New Zealand Limited | New Zealand | PD Dutch, LLC | 100% | |||
| Parker Drilling Kazakhstan BV | Netherlands | Parker Drilling Netherlands B.V. | 100% | |||
| Parker Drilling Management Services, Ltd. | Nevada | Parker North America Operations, LLC | 100% | |||
| Parker Drilling (Nigeria), Limited | Nigeria | Parker Drilling Offshore International, Inc. | 100% | |||
| Parker Drilling Netherlands B.V. | Netherlands | Parker International Holding Kft. | 100% | |||
| Parker Drilling Offshore Company, LLC | Nevada | Parker North America Operations, LLC | 100% | |||
| Parker Drilling Offshore International, Inc. | Cayman Islands | Parker Drilling Offshore Company, LLC | 100% | |||
| Parker Drilling Offshore USA, L.L.C. | Oklahoma | PD GP Offshore, LLC | 0.01% | |||
| PD Holdings Domestic Company S.à r.l. | 99.99% | |||||
| Parker Drilling Overseas B.V. | Netherlands | Parker Drilling Netherlands B.V. | 100% | |||
| Parker Drilling Russia B.V. | Netherlands | Parker Drilling Netherlands B.V. | 100% | |||
| Parker Drilling Services Americas S.R.L. | Argentina | Parker Drilling Netherlands B.V. | 2% | |||
| Parker Drilling International B.V. | 98% | |||||
| Parker Drilling Spain Rig Leasing, SL | Spain | Parker Hungary Rig Holdings Limited Liability Company | 100% | |||
| Parker Hungary Rig Holdings Limited Liability Company | Hungary | Parker International Holding Kft. | 100% | |||
| Parker North America Operations, LLC | Nevada | Parker Drilling Company | 100% | |||
| Parker Rigsource, LLC | Delaware | International Tubular Services Limited | 100% | |||
| Parker Singapore Rig Holding Pte. Ltd. | Singapore | PD Selective, LLC | 100% | |||
| Parker Technology, LLC | Oklahoma | Parker Drilling Company | 100% | |||
| Quail Services, LLC | Nevada | Parker Drilling Offshore Company, LLC | 100% | |||
| PD Dutch, LLC | Delaware | Parker North America Operations, LLC | 100% | |||
| PD GP Arctic, LLC | Delaware | PD Holdings Domestic Company S.à r.l. | 100% | |||
| PD GP Offshore, LLC | Delaware | PD Holdings Domestic Company S.à r.l. | 100% | |||
| PD GP Quail, LLC | Delaware | PD Holdings Domestic Company S.à r.l. | 100% | |||
| PD Global Drilling Limited | Scotland, United Kingdom | Parker Drilling International B.V. | 100% | |||
Annex 4 – Schedule 5.14
| Subsidiary |
Jurisdiction of Formation |
Owner |
% Ownership Interest | |||
| PD International Holdings C.V. | Netherlands | International Tubular Services Limited | 99.96% | |||
| Parker Rigsource, LLC | 0.04% | |||||
| PD ITS, LLC | Delaware | Parker North America Operations, LLC | 100% | |||
| PD Offshore, LLC | Delaware | Parker North America Operations, LLC | 100% | |||
| PD Selective, LLC | Delaware | PD Offshore, LLC | 100% | |||
| PD Servicios Integrales, S. de R.L. de C.V. | Mexico | Parker Drilling Offshore Company, LLC | 98% | |||
| Parker Drilling Company of Mexico, LLC | 2% | |||||
| Primorsky Drill Rig Services BV | Netherlands | Parker Drilling Netherlands B.V. | 100% | |||
| Quail Tools, LLC | Oklahoma | PD GP Quail, LLC | 0.01% | |||
| PD Holdings Domestic Company S.à r.l. | 99.99% | |||||
| Selective Drilling Corporation | Oklahoma | Parker Drilling Company | 100% | |||
| Servicios de Personal ITS, S. de R.L. de C.V. | Mexico | International Tubular Services Limited | 99.0% | |||
| ITS Egypt Holdings 1, LTD. | 1.0% | |||||
| Technology Specialists for Tubes Manufacturing & General Services LLC | Iraq | International Tubulars FZE | 100% | |||
| Universal Rig Service LLC | Delaware | Parker Drilling Company | 100% | |||
Annex 4 – Schedule 5.14
| Loan Party |
Taxpayer ID Number | |
| 2M-TEK, LLC |
37-1531761 | |
| Parker Aviation LLC |
73-1126372 | |
| Parker Drilling Arctic Operating, LLC |
26-2376834 | |
| Parker Drilling Company |
73-0618660 | |
| Parker Drilling Company North America, LLC |
73-1506381 | |
| Parker Drilling Company of Oklahoma, Incorporated |
73-0798949 | |
| Parker Drilling Management Services, Ltd. |
73-1567200 | |
| Parker Drilling Offshore Company, LLC |
76-0409092 | |
| Parker Drilling Offshore USA, L.L.C. |
72-1361469 | |
| Parker North America Operations, LLC |
73-1571180 | |
| Parker Technology, LLC |
75-1246599 | |
| Quail Services, LLC |
83-0742764 | |
| PD GP Arctic, LLC |
N/A | |
| PD GP Offshore, LLC |
N/A | |
| PD GP Quail, LLC |
N/A | |
| PD Holdings Domestic Company S.à r.l. |
20182450171 | |
| Quail Tools, LLC |
72-1361471 |
Annex 4 – Schedule 5.14
Part (ii) Other Equity Investments.
| Name |
Jurisdiction of Formation |
Parker Entity Owner |
Ownership Percentage |
Other Owner(s) | ||||
| SaiPar Drilling Company B.V. |
Netherlands | Parker Drilling Dutch B.V. | 50% | Saipem International B.V. | ||||
| Kuukpik/Parker Drilling, LLC |
Alaska | Parker North America Operations, LLC |
49% | Kuukpik Corporation | ||||
| Parker Petro Drilling, LLP |
Kazakhstan | Parker Drilling Company International Limited |
50% | “MHINDUSTRY” LLP | ||||
| KMG Parker Drilling Company LLP |
Kazakhstan | Parker Drilling Netherlands B.V. | 51% | KMG Drilling & Services, LLP | ||||
Annex 4 – Schedule 5.14
| (b) | OUTSTANDING SUBSCRIPTIONS, OPTIONS, WARRANTS, CALLS, RIGHTS, OR OTHER AGREEMENTS OR COMMITMENTS |
None.
Annex 4 – Schedule 5.14
ANNEX 5
SCHEDULE 5.18
UCC FILING JURISDICTION; UNITED STATES COAST GUARD FILING
| Name of Loan Party |
Type of Organization (e.g. corporation, limited liability company, limited partnership) |
Jurisdiction of Organization/ Formation | ||
| 2M-Tek, LLC |
corporation | Louisiana | ||
| Parker Aviation LLC |
corporation | Oklahoma | ||
| Parker Drilling Arctic Operating, LLC |
limited liability company | Delaware | ||
| Parker Drilling Company |
corporation | Delaware | ||
| Parker Drilling Company North America, LLC |
corporation | Nevada | ||
| Parker Drilling Company of Oklahoma, Incorporated |
corporation | Oklahoma | ||
| Parker Drilling Management Services, Ltd. |
limited liability company | Nevada | ||
| Parker Drilling Offshore Company, LLC |
limited liability company | Nevada | ||
| Parker Drilling Offshore USA, L.L.C. |
limited liability company | Oklahoma | ||
| Parker North America Operations, LLC |
limited liability company | Nevada | ||
| Parker Technology, LLC |
limited liability company | Oklahoma | ||
| Quail Services, LLC |
limited liability company | Nevada | ||
| PD GP Arctic, LLC |
limited liability company | Delaware | ||
| PD GP Offshore, LLC |
limited liability company | Delaware | ||
| PD GP Quail, LLC |
limited liability company | Delaware | ||
| PD Holdings Domestic Company S.à r.l. |
Societé à resonsabilitté limitée S.à r.l. (Private Limited Liability Company) |
Luxembourg (D.C. Filing Jurisdiction) | ||
| Quail Tools, LLC |
limited liability company | Oklahoma |
Annex 5 – Schedule 5.18
ANNEX 6
SCHEDULE 6.11
DEPOSIT ACCOUNTS
| Loan Party |
Type of Account & Account Number |
Name & Address of Financial Institutions |
Excluded Account (E); Immaterial (N) | |||
| Parker Drilling Company |
Master - 002863596694 | Bank of America Merrill Lynch, PO Box 15284, Wilmington, DE 19850 |
N | |||
| Parker Drilling Company |
ZBA Intermediary –
002863596704 |
Bank of America Merrill Lynch, PO Box 15284, Wilmington, DE 19850 |
I | |||
| Quail Tools, LLC. |
Payroll Acct Managed by Quail Tools, LLC –
0048 618399 |
Hancock Whitney Bank 1011 E Admiral Doyle Dr., New Iberia, LA 70560 |
E | |||
| Quail Tools, LLC |
Ops Acct Managed by Quail Tools, LLC
0048-618267 |
Hancock Whitney Bank 1011 E Admiral Doyle Dr., New Iberia, LA 70560 |
N | |||
| Quail Tools, LLC |
Automatic Sweep Acct. – Managed by Quail Tools LLC
0048 618267-001 |
Hancock Whitney Bank 1011 E Admiral Doyle Dr., New Iberia, LA 70560 |
I | |||
| Parker Drilling Company |
ZBA Sub – 002865065709 | Bank of America Merrill Lynch, PO Box 15284, Wilmington, DE 19850 |
I | |||
| Parker Drilling Company |
ZBA Sub – 002865065712 | Bank of America Merrill Lynch, PO Box 15284, Wilmington, DE 19850 |
I | |||
| Parker Drilling Management Services, Ltd. |
ZBA Sub – 002863593736 | Bank of America Merrill Lynch, PO Box 15284, Wilmington, DE 19850 |
E | |||
| Parker Drilling Management Services, Ltd. |
ZBA Sub – 580100086223 | Bank of America Merrill Lynch, PO Box 15284, Wilmington, DE 19850 |
N | |||
Annex 6 – Schedule 6.11
| Loan Party |
Type of Account & Account Number |
Name & Address of Financial Institutions |
Excluded Account (E); | |||
| Parker Drilling Management Services, Ltd. |
ZBA Sub – 002865066601 | Bank of America Merrill Lynch, PO Box 15284, Wilmington, DE 19850 |
E | |||
| Parker Drilling Management Services, Ltd. |
ZBA Sub – 3050 0536 9263 | Bank of America Merrill Lynch, PO Box 15284, Wilmington, DE 19850 |
I | |||
| Parker Drilling Company |
Collateral Account – 5X207A01 | Bank of America Merrill Lynch, PO Box 15284, Wilmington, DE 19850 |
I | |||
| Parker Drilling Company |
Collateral Account – 434141 | Bank of America Merrill Lynch, PO Box 15284, Wilmington, DE 19850 |
I | |||
| Parker Drilling Company |
Money Market Account –
5S4-07D98 |
Merrill Lynch, Pierce, Fenner & Smith Incorporated 540 West Madison St., 28th Floor, Chicago, IL 60661 |
I | |||
| Quail Tools, LLC |
Disbursement Account – 0060274712 |
Hancock Whitney Bank 1011 E Admiral Doyle Dr. New Iberia, LA 70560 |
N | |||
| Parker Drilling Company |
Investment Account – 431222 | Bank of America Merrill Lynch, PO Box 15284, Wilmington, DE 19850 |
I | |||
| Parker Drilling Company of Oklahoma Inc |
Disbursement Account – 760-1023974 |
Jr. Orozco 246, Lima, Peru | I | |||
| Parker Drilling Company of Oklahoma Inc |
Disbursement Account – 760-2722232 |
Jr. Orozco 246, Lima, Peru | I | |||
| PD Holdings Domestic Company S.à r.l. |
IBAN: IBAN LU60 061 371664 2600 USD |
Société Générale Bank & Trust | I | |||
| PD Holdings Domestic Company S.à r.l. |
IBAN: IBAN LU13 061 371664 2600 EUR |
Société Générale Bank & Trust | I | |||
Annex 6 – Schedule 6.11
ANNEX 7
SCHEDULE 10.2
ADMINISTRATIVE AGENT’S OFFICE; CERTAIN ADDRESSES FOR NOTICES
PARKER DRILLING COMPANY:
Parker Drilling Company
Five Greenway Plaza Suite 100*
Houston, Texas 77046
Attention: Nathan Dockray
Telephone: 281-406-2430
Telecopier: 281-406-2431
Electronic Mail: nathaniel.dockray@parkerdrilling.com
Website Address: www.parkerdrilling.com
U.S. Taxpayer Identification Number(s): 73-0618660
*Address will change on May 24, 2021 to:
2103 CityWest Blvd., Suite 400
Houston, Texas 77042
BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT:
Bank of America, N.A.
901 Main Street, 11th Floor
Dallas, TX 75202
Attention: Asset Based Portfolio Specialist - Parker Drilling
Telephone: 469-294-7110
Electronic Mail: terry.mckinney@bofa.com
Annex 7 – Schedule 10.2