FIFTH AMENDMENT TO
REVOLVING CREDIT AND SECURITY AGREEMENT
THIS FIFTH AMENDMENT TO
REVOLVING CREDIT AND SECURITY AGREEMENT (this ‘‘
Amendment ’’) is made and entered into effective
as of the 5th day of December, 2006 (the ‘‘
Effective Date ’’), by and among UNION DRILLING,
INC., a corporation organized under the laws of the State of
Delaware (‘‘ Union Drilling ’’),
THORNTON DRILLING COMPANY, a corporation originally organized under
the laws of the Delaware, and successor to Thornton Drilling
Company, a corporation organized under the laws of the State of
Colorado (‘‘ Thornton ’’), and UNION
DRILLING TEXAS, LP, a Texas limited partnership (‘‘
UDT ’’) (Union Drilling, Thornton and UDT,
individually and collectively, jointly and severally,
‘‘ Borrower ’’ and/or ‘‘
Borrowers ’’), PNC BANK, NATIONAL ASSOCIATION
(‘‘ PNC ’’), as agent for the
financial institutions (collectively ‘‘ Lenders
’’ and each a ‘‘ Lender
’’), which are now or which hereafter become a party to
the Credit Agreement (defined below) (PNC, in such capacity,
‘‘ Agent ’’) and Lenders.
PRELIMINARY
STATEMENTS
A Borrower,
Lenders and Agent are parties to that certain Revolving Credit and
Security Agreement dated March 31, 2005 (as amended,
supplemented or modified from time to time, the ‘‘
Credit Agreement ’’); and
B Borrower,
Lenders and Agent desire to amend the Credit Agreement and the
Other Documents (as defined in the Credit Agreement, as amended
hereby), and Agent and Lenders are willing to do so subject to the
terms and conditions set forth herein.
NOW,
THEREFORE ,
in consideration of the premises herein contained and other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties, intending to be legally
bound, agree as follows:
ARTICLE I
DEFINITIONS
1.01
Capitalized
terms used in this Amendment are defined in the Credit Agreement,
as amended hereby, unless otherwise stated.
ARTICLE II
AMENDMENT
The Credit Agreement is,
effective as of the date hereof and subject to satisfaction of the
conditions precedent set forth in Section 3.01 of this Amendment,
hereby amended as follows:
2.01
Amendments to Section 1.2 .
Section 1.2 of the Credit Agreement is hereby amended as
follows:
(a) The
definition of ‘‘ Commitment Percentage
’’ is hereby amended and restated in its entirety to
read as follows:
‘‘‘
Commitment Percentage ’ of any Lender shall mean the
percentage set forth below such Lender’s name on the
signature page of the Fifth Amendment as same may be adjusted upon
any assignment by a Lender pursuant to Section 16.3(c)
hereof.’’
(b) The
definition of ‘‘ Fee Letter ’’ is
hereby amended and restated in its entirety to read as
follows:
‘‘‘
Fee Letter ’ shall mean the fee letter dated as of the
closing date of the Second Amendment among Borrowers and PNC, and
any other letter agreement pertaining to fees payable to PNC among
Borrowers and PNC, each in form and substance satisfactory to
PNC.’’
1
(c) The
definition of ‘‘ Maximum Revolving Advance
Amount ’’ is hereby amended and restated in its
entirety to read as follows:
‘‘‘
Maximum Revolving Advance Amount ’ shall mean
$100,000,000.’’
(d)
Section 1.2 of the Credit Agreement is hereby further
amended by inserting the following defined term in appropriate
alphabetical order:
‘‘ Fifth
Amendment ’’ shall mean that certain Fifth
Amendment to Revolving Credit and Security Agreement dated as of
December 4, 2006 executed by and among Borrowers, PNC and the
Lenders.
2.02
Amendment to Section 7.6
. Effective as of the date hereof,
Section 7.6 of the Credit Agreement is hereby amended
and restated in its entirety as follows:
‘‘7.6
Capital Expenditures . Contract for,
purchase or make any expenditure or commitments for Net Capital
Expenditures in any fiscal year in an aggregate amount for all
Borrowers in excess of $125,000,000 for fiscal year 2006 and
$40,000,000 for each fiscal year thereafter, provided ,
however , (i) the annual allowance for the fiscal year 2007
and each fiscal year thereafter may be increased by the amount of
Permitted Equity Issuance Proceeds for such fiscal year, to the
extent not expended upon Permitted Acquisitions not constituting
Capital Expenditures and (ii) the annual allowance that is unused
during any applicable fiscal year may be carried over and used in
the immediately following fiscal year.’’
2.03
Amendment to Section 16.6 . Effective
as of the date hereof, Section 16.6 of the Credit Agreement
is hereby amended and restated in its entirety as
follows:
‘‘16.6
Notice . Any notice or request
hereunder may be given to Borrower or to Agent or any Lender at
their respective addresses set forth below or at such other address
as may hereafter be specified in a notice designated as a notice of
change of address under this Section. Any notice, request, demand,
direction or other communication (for purposes of this Section 16.6
only, a ‘‘Notice’’) to be given to or made
upon any party hereto under any provision of this Loan Agreement
shall be given or made by telephone or in writing (which includes
by means of electronic transmission (i.e.,
‘‘e-mail’’) or facsimile transmission or by
setting forth such Notice on a site on the World Wide Web (a
‘‘Website Posting’’) if Notice of such
Website Posting (including the information necessary to access such
site) has previously been delivered to the applicable parties
hereto by another means set forth in this Section 16.6) in
accordance with this Section 16.6. Any such Notice must be
delivered to the applicable parties hereto at the addresses and
numbers set forth under their respective names on Section 16.6
hereof or in accordance with any subsequent unrevoked Notice from
any such party that is given in accordance with this Section 16.6.
Any Notice shall be effective:
