Exhibit 10(c)
SECOND
AMENDMENT, dated as of February 9, 2007 (this “
Second Amendment ”) to the Credit Agreement, dated as
of December 20, 2004, as amended by the First Amendment, dated
as of March 1, 2006 (as so amended, the “ Credit
Agreement ”), among Parker Drilling Company (the “
Borrower ”), the several banks and other financial
institutions or entities from time to time parties thereto (the
“ Lenders ”), Lehman Brothers Inc., as sole
advisor, sole lead arranger and sole bookrunner, Bank of America,
N.A., as syndication agent, and Lehman Commercial Paper Inc., as
administrative agent (in such capacity, the “
Administrative Agent ”). Terms defined in the Credit
Agreement shall be used in this Second Amendment with their defined
meanings unless otherwise defined herein.
W I T
N E S S E T H :
WHEREAS,
pursuant to the Credit Agreement, the Lenders have agreed to make,
and have made, certain Loans and other extensions of credit to the
Borrower; and
WHEREAS,
the Borrower has requested that the Lenders amend, and upon this
Second Amendment becoming effective, the Lenders have agreed to
amend, certain provisions of the Credit Agreement;
NOW,
THEREFORE, the parties hereto hereby agree as follows:
1.
Amendment to Section 3.1(a) : Section 3.1(a) of
the Credit Agreement is hereby amended by:
(a) restating in its entirety clause
(i) set forth in the last sentence thereof as follows:
”(i) be denominated in
Dollars, or any other currency deemed acceptable by the
Administrative Agent and the Issuing Lender, each in its sole
discretion and”; and
(b) adding a new sentence at the end
thereof as follows:
“In the case of any Letter of
Credit denominated in any currency other than Dollars, it is
understood and agreed that, for all purposes of this Agreement, the
face amount and drawable amount thereof at the time of issuance,
and the amount of any unreimbursed drawing in respect thereof at
the end of each subsequent L/C Fee Payment Date or on any
applicable date of measurement hereunder, shall be deemed to be the
equivalent in Dollars of such amount at such time, in each case as
reasonably determined by the Administrative Agent in a manner
acceptable to the Administrative Agent, the Borrower and the
Issuing Lender in respect of such Letter of Credit.”
2.
Representations and Warranties . As of the date hereof and
after giving effect to this Second Amendment, the Borrower hereby
(a) confirms, reaffirms and restates the representations and
warranties made by it in Section 4 of the Credit Agreement and
otherwise in the other Loan Documents to which it is a party and
(b) represents and warrants that (i) the persons named in
the signature blocks below are duly authorized to execute and
deliver, on
