EXHIBIT 99.5
,
2005
Exchange Agent Agreement
JPMorgan Chase Bank, National Association
600 Travis Street,
Suite 1150
Houston, Texas
77002
Attention: Carol
Logan
Ladies and Gentlemen:
Parker Drilling Company, a Delaware
corporation (the “Company”), proposes to make an offer
(the “Exchange Offer”) to exchange an aggregate
principal amount of up to $50,000,000 of its 9 5 / 8 % Senior Notes Due 2013 (the
“Registered Notes”), which have been registered under
the Securities Act of 1933, as amended, for a like principal amount
of the Company’s outstanding 9 5 / 8 % Senior Notes Due 2013 (the
“Private Notes”). The terms and conditions of the
Exchange Offer as currently contemplated are set forth in a
prospectus dated July 18, 2005 (the “Prospectus”),
proposed to be distributed to all record holders of the Private
Notes as of
,
2005. The Private Notes and the Registered Notes are collectively
referred to herein as the “Notes.”
The Company hereby appoints JPMorgan
Chase Bank, National Association to act as exchange agent (the
“Exchange Agent”) in connection with the Exchange Offer
and JPMorgan Chase Bank, National Association hereby accepts such
appointment. References hereinafter to “you” shall
refer to JPMorgan Chase Bank, National Association.
The Exchange Offer is expected to be
commenced by the Company on or about
,
2005. The Letter of Transmittal accompanying the Prospectus is to
be used by the holders of the Private Notes to accept the Exchange
Offer and contains instructions with respect to the delivery of
certificates for Private Notes tendered.
The Exchange Offer shall expire at
5:00 P.M., New York City time, on
,
2005, or on such later date or time to which the Company may extend
the Exchange Offer (the “Expiration Date”). Subject to
the terms and conditions set forth in the Prospectus, the Company
expressly reserves the right to extend the Exchange Offer from time
to time and may extend the Exchange Offer by giving oral (promptly
confirmed in writing) or written notice to you before
9:00 A.M., New York City time, on the business day following
the previously scheduled Expiration Date.
The Company expressly reserves the
right, in its sole discretion, to amend or terminate the Exchange
Offer, and not to accept for exchange any Private Notes not
theretofore accepted for exchange. The Company will give oral
(promptly confirmed in writing) or written notice of any amendment,
termination or nonacceptance to you as promptly as
practicable.
In carrying out your duties as
Exchange Agent, you are to act in accordance with the following
instructions:
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1. You will
perform such duties and only such duties as are specifically set
forth in the section of the Prospectus entitled “The Exchange
Offer” and as specifically set forth herein and such duties
which are necessarily incidental thereto. |
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2. You will
establish an account with respect to the Private Notes at The
Depository Trust Company (the “Book-Entry Transfer
Facility”) for purposes of the Exchange Offer within two
business days after the date of the Prospectus, or, if you already
have established an account with the Book-Entry Transfer Facility
suitable for the Exchange Offer, you will identify such
pre-existing account to be used in the Exchange Offer, and any
financial institution that is a participant in the Book-Entry
Transfer Facility’s systems may make book-entry delivery of
the Private Notes by causing the Book-Entry Transfer Facility to
transfer such Private Notes into your account in accordance with
the Book-Entry Transfer Facility’s procedure for such
transfer. |
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3. You are to
examine each of the Letters of Transmittal and certificates for
Private Notes (or confirmation of book-entry transfer into your
account at the Book-Entry Transfer Facility) and any other
documents delivered or mailed to you by or for holders of the
Private Notes to ascertain whether: (i) the Letters of
Transmittal and any such |
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other documents are duly executed and properly
completed in accordance with instructions set forth therein and
(ii) the Private Notes have otherwise been properly tendered.
In each case where the Letter of Transmittal or any other document
has been improperly completed or executed or any of the
certificates for Private Notes are not in proper form for transfer
or some other irregularity in connection with the acceptance of the
Exchange Offer exists, you will endeavor to inform the presenters
of the need (i) for fulfillment of all requirements and
(ii) to take any other action as may be necessary or advisable
to cause such irregularity to be corrected. |
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4. With the
approval of the Chairman of the Board, President or any Vice
President of the Company (such approval, if given orally, to be
promptly confirmed in writing) or any other party designated by
such an officer in writing, you are authorized to waive any
defects, irregularities or conditions of tender in connection with
any tender of Private Notes pursuant to the Exchange Offer. |
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5. Tenders of
Private Notes may be made only as set forth in the Letter of
Transmittal and in the section of the Prospectus captioned
“The Exchange Offer — Procedures for
Tendering,” and Private Notes shall be considered properly
tendered to you only when tendered in accordance with the
procedures set forth therein. |
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Notwithstanding the
provisions of this paragraph 5, Private Notes which the
Chairman of the Board, President or any Vice President of the
Company or any other party designated by such officer in writing
shall approve as having been properly tendered shall be considered
to be properly tendered (such approval, if given orally, shall be
promptly confirmed in writing). |
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6. You shall
advise the Company with respect to any Private Notes delivered
subsequent to the Expiration Date and accept its instructions with
respect to disposition of such Private Notes. |
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7. You shall
accept tenders: |
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(a) in case
where the Private Notes are registered in two or more names only if
signed by all named holders; |
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(b) in cases
where the signing person (as indicated on the Letter of
Transmittal) is acting in a fiduciary or a representative capacity
only when proper evidence of his or her authority so to act is
submitted; and |
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(c) from
persons other than the registered holder of Private Notes provided
that customary transfer requirements, including any applicable
transfer taxes, are fulfilled. |
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You shall accept
partial tenders of Private Notes where so indicated and as
permitted in the Letter of Transmittal and deliver certificates for
Private Notes to the transfer agent for split-up and return any
untendered Private Notes to the holder (or such other person as may
be designated in the Letter of Transmittal) as promptly as
practicable after expiration or termination of the Exchange
Offer. |
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8. Upon
satisfaction or waiver of all of the conditions to the Exchange
Offer, the Company will notify you (such notice, if given orally,
to be promptly confirmed in writing) of its acceptance, promptly
after the Expiration Date, of all Private Notes properly tendered
and you, on behalf of the Company, will exchange such Private Notes
for Registered Notes and cause such Private Notes to be canceled.
Delivery of Registered Notes will be made on behalf of the Company
by you at the rate of $1,000 principal amount of Registered Notes
for each $1,000 principal amount of Private Notes tendered promptly
after notice (such notice, if given orally, to be promptly
confirmed in writing) of acceptance of such Private Notes by the
Company; provided , however , that in all cases,
Private Notes tendered pursuant to the Exchange Offer will be
exchanged only after timely receipt by you of certificates for such
Private Notes (or confirmation of book-entry transfer into your
account at the Book-Entry Transfer Facility), a properly completed
and duly executed Letter of Transmittal (or facsimile thereof or an
Agent’s Message (as defined in the Prospectus) in lieu
thereof) with any required signature guarantees and any other
required document. You shall issue Registered Notes only in
denominations of $1,000 or any integral multiple thereof. |
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9. Tenders
pursuant to the Exchange Offer are irrevocable, except that,
subject to the terms and upon the conditions set forth in the
Prospectus and the Letter of Transmittal, Private Notes tendered
pursuant to the Exchange Offer may be withdrawn at any time prior
to the Expiration Date. |
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10. The
Company shall not be required to exchange any Private Notes
tendered if any of the conditions set forth in the Exchange Offer
are not met. Notice of any decision by the Company not to exchange
any Private Notes tendered shall be given (such notice, if given
orally, shall be promptly confirmed in writing) by the Company to
you. |
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11. If,
pursuant to the Exchange Offer, the Company does not accept for
exchange all or part of the Private Notes tendered because of an
invalid tender, the occurrence of certain other events set forth in
the Prospectus under the caption “The Exchange
Offer — Conditions” or otherwise, you shall as
soon as practicable after the expiration or termination of the
Exchange Offer return those certificates for unaccepted Private
Notes (or effect appropriate book-entry transfer), together with
any related required documents and the Letters of Transmittal
relating thereto that are in your possession, to the persons who
deposited them. |
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&nb |
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