COMMITMENT INCREASE AND JOINDER
AGREEMENT
THIS COMMITMENT
INCREASE AND JOINDER AGREEMENT (this “ Agreement
”) is dated as of June 19, 2009 (the “ Increase
Effective Date ”) and is entered into by and among
PATTERSON-UTI ENERGY, INC., a Delaware corporation (the “
Borrower ”), the undersigned Guarantors, REGIONS BANK,
as the New Lender (hereinafter defined), BANK OF AMERICA, N.A., as
an L/C Issuer and WELLS FARGO BANK, N.A., as Administrative Agent
(in such capacity the “ Administrative Agent
”), Swing Line Lender, an L/C Issuer and a Lender.
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A.
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Reference is made to that certain
Credit Agreement, dated as of March 20, 2009 (the “
Credit Agreement ”), by and among the Borrower, the
Lenders, the Administrative Agent, the Swing Line Lender, the L/C
Issuers and the other agents and arrangers party thereto. All
capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Credit Agreement;
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B.
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Subject to the terms and conditions
of Section 2.14 of the Credit Agreement, the Borrower
has the right to (i) request an increase in the Aggregate
Commitments and to (ii) invite, so as to achieve the full amount of
the requested increase in the Aggregate Commitments, one or more
additional banks or other financial institutions to become a Lender
under the Credit Agreement, subject to the approval of the
Administrative Agent, the Swing Line Lender and the L/C
Issuers;
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C.
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Pursuant to such
Section 2.14(c) of the Credit Agreement, the Borrower
has given notice to the Administrative Agent of its request that
the Aggregate Commitments be increased from $220,000,000 to
$240,000,000; and
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D.
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Regions Bank (the “ New
Lender ”) has agreed to make a Commitment in accordance
with Section 1 hereof.
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NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as
follows:
Section 1.
Increase in Commitments . Subject to the satisfaction of the
conditions precedent set forth in Section 2 of this
Agreement, effective as of the Increase Effective Date,
(a) the Aggregate Commitments shall be increased from
$220,000,000 to $240,000,000 (the “ Aggregate
Commitments Increase ”), (b) the Commitment of the
New Lender shall be $20,000,000 and (c) the Administrative
Agent, the Swing Line Lender and the L/C Issuers hereby consent to
and approve the Commitment of the New Lender.
Section 2.
Conditions to Effectiveness of Increase . This Agreement
shall be effective as of the Increase Effective Date, provided that
the Administrative Agent shall have received:
(a) multiple
original counterparts, as requested by the Administrative Agent, of
this Agreement duly and validly executed and delivered by duly
authorized officers of
the Borrower,
the Guarantors, the Administrative Agent, the Swing Line Lender,
the L/C Issuers and the New Lender;
(b) a certificate
of each Loan Party dated as of the Increase Effective Date
(i) signed by a Responsible Officer of such Loan Party
(A) certifying and attaching thereto the resolutions adopted
by such Loan Party approving or consenting to the Aggregate
Commitments Increase and authorizing such Loan Party to enter into
this Agreement and any transactions contemplated hereby, and
(B) in the case of the Borrower, certifying that, before and
after giving effect to the Aggregate Commitments Increase,
(1) the representations and warranties contained in
Article V of the Credit Agreement and the other Loan
Documents are true and correct on and as of the Increase Effective
Date, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they are true
and correct as of such earlier date, and except that for purposes
of Section 2.14 of the Credit Agreement, the
representations and warranties contained in subsections
(a) and (b) of Section 5.05 of the Credit
Agreement shall be deemed to refer to the most recent statements
furnished pursuant to clauses (a) and (b), respectively, of
Section 6.01 of the Credit Agreement and (2) no
event has occurred and is continuing, or would result from the
effectiveness of this Agreement, which constitutes a
Default;
(c) if requested
by the New Lender, a Note in a maximum principal amount equal to
the New Lender’s Commitment;
(d) evidence that
the Borrower shall have prepaid any Loans outstanding on the
Increase Effective Date (and have prepaid any additional amounts
required pursuant to Section 3.05 of the
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