Exhibit 10.1
SEVENTH AMENDMENT
TO
REVOLVING CREDIT AND SECURITY
AGREEMENT
THIS SEVENTH
AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT (this “
Amendment ”) is made and entered into effective as of
the 30 th day of September, 2008 (the
“ Effective Date ”) by and among UNION DRILLING,
INC., a corporation organized under the laws of the State of
Delaware (“ Union Drilling ” and/or “
Borrower ”), 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, and to the date hereof, the “
Credit Agreement ”); and
B Borrower, Lenders and Agent desire
to amend the Credit Agreement and the Other Documents, 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 Amendment to
Section 1.1; Amendment of Certain Defined Terms
. The definitions of “
Applicable Margin ”, “ Commitment Amount
”, “ Commitment Percentage ”, “
Initial Margin ” and “ Maximum Revolving
Advance Amount ” contained in Section 1.1 of
the Credit Agreement are hereby amended as follows:
“‘ Applicable
Margin ’ shall mean the applicable Initial Margin for the
period from the Seventh Amendment Closing Date until the date of
the first adjustment described below, and thereafter, a rate per
annum determined by reference to the following grid:
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Eurodollar Rate
Loans
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Base Rate Loans
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If Facility Usage is less than or equal to 33%
of the Total Commitment Amount
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3.00
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%
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1.25
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%
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If Facility Usage is greater than 33% but less
than or equal to 66.67% of the Total Commitment Amount
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2.75
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%
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1.00
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%
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If Facility Usage is greater than 66.67% of the
Total Commitment Amount
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2.50
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%
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0.75
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%
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Adjustments, if any, in the
Applicable Margin shall be implemented monthly, on a prospective
basis, commencing on January 1, 2009 and effective the first
day of each fiscal month thereafter based upon Agent’s
calculation of the prior month’s Facility Usage as determined
by Agent in its sole discretion. If an Event of Default has
occurred and is continuing at the time any reduction in the
Applicable Margin is to be implemented, that reduction shall be
deferred until the first day of the first fiscal month following
the date on which such Event of Default is waived or cured. Nothing
set forth in this definition shall limit the applicability of the
Default Rate in the event of a failure to comply with
Section 6.5(b) hereof.
‘ Commitment Amount
’ of any Lender shall mean the commitment amount set forth
below such Lender’s name on the signature page of the Seventh
Amendment, as the same may be adjusted pursuant to
Section 2.24 hereof or upon any assignment by a Lender
pursuant to Section 16.3(c) hereof.
‘ Commitment Percentage
’ of any Lender shall mean the percentage set forth below
such Lender’s name on the signature page of the Seventh
Amendment as same may be adjusted pursuant to
Section 2.24 hereof or upon any assignment by a Lender
pursuant to Section 16.3(c) hereof.
‘ Initial Margin
’ shall mean an interest rate per annum equal to (a) one
and one-quarter of one percent (1.25%) with respect to
Domestic Rate Loans, or (b) three percent (3.00%) with
respect to Eurodollar Rate Loans.
‘ Maximum Revolving Advance
Amount ’ shall mean $67,500,000, as such amount may be
increased pursuant to Section 2.24
hereof.”
2.02 Amendment to
Section 1.1; Addition of Certain Defined Terms
. Effective as of the date hereof,
the following definitions are hereby added to
Section 1.1 of the Credit Agreement to read as
follows:
“‘ Facility Usage
’ means the average for each day of the month of the sum of
(i) the unpaid balance of the Advances, plus
(ii) the undrawn amount of any outstanding Letters of
Credit.
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‘ Seventh Amendment
’ shall mean that certain Seventh Amendment to Revolving
Credit and Security Agreement dated as of the Seventh Amendment
Closing Date executed by and among Borrower, PNC and the
Lenders.
‘ Seventh Amendment Closing
Date ’ shall mean September 30, 2008.
‘ Total Commitment
Amount ’ shall mean, the aggregate of all Lenders’
Commitment Amounts which, as of the Seventh Amendment Closing Date,
is equal to $67,500,000, as the same may be adjusted pursuant to
Section 2.24 hereof and as the same may be reduced or
terminated from time to time pursuant to this
Agreement.”
2.03 Amendments to Article
II . Effective as of
the date hereof, Article II of the Credit Agreement is
hereby amended by adding a new Section 2.24 and
Section 2.25 thereto to read as follows:
“2.24 Increase in Aggregate
Commitment . In the event that a Lender desires to increase its
Commitment Amount and its Commitment Percentage, or a bank or other
entity that is not a Lender desires to become a Lender and provide
an additional Commitment Amount and Commitment Percentage
hereunder, and so long as no Default or Event of Default shall have
occurred and be continuing and with the prior written consent of
Agent (which shall not be unreasonably conditioned, withheld or
delayed), the Borrower shall have the right from time to time prior
to the Term upon not less than thirty (30) days’ (or
such shorter time as agreed to by Agent) prior written notice to
Agent to increase the Maximum Revolving Advance Amount and the
Total Commitment Amount by an aggregate amount of up to $32,500,000
(subject to the terms and conditions set forth herein, “
Commitment Adjustment Event ”); provided , that
in no event shall the aggregate Commitment Amount of all Lenders be
increased to an amount greater than $100,000,000; provided ,
further , that:
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(i)
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if the Borrower
elects to increase the Commitment Amount and Commitment Percentage
of a Lender, the Borrower and such Lender shall execute and deliver
to the Agent a certificate substantially in the form of Exhibit
2.24(A) attached hereto (a “ Commitment Increase
Certificate ”), provided , that , Borrower
may not elect to increase the Commitment Amount more than three
times prior to the expiration of the Term;
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(ii)
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any such
Commitment Amount increase shall be in increments of no less than
$5,000,000;
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(iii)
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if the Borrower elects to
increase the Commitment Amount and Commitment Percentage by causing
a bank or financial institution
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that at such time is not a Lender
to become a Lender (an “ Additional Lender ”),
the Borrower and such Additional Lender shall execute and deliver
to the Agent, a certificate substantially in the form of
Exhibit 2.24(B) hereto (an “ Additional Lender
Certificate ”); provided that, any such Additional
Lender shall be approved by the Agent (which approval shall not be
unreasonably conditioned, withheld or delayed) prior to such bank
or financial institution becoming an Additional Lender hereunder
and the Borrower agrees to pay the Additional Lender any commitment
fee or other similar fee required by such Additional Lender with
respect to its new Commitment Amount;
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(iv)
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subject to
acceptance and recording thereof pursuant to this
Section 2.24 hereof, from and after the effective date
specified in the Commitment Increase Certificate or the Additional
Lender Certificate, as applicable (or if any Eurodollar Rate Loan
is outstanding, then on the last day of the Interest Period in
respect of such Eurodollar Rate Loan, unless the Borrower has paid
compensation required with respect to such Eurodollar Rate Loan):
(a) the amount of the aggregate Commitment Amount, the Total
Commitment Amount and Maximum Revolving Advance Amount shall be
increased by the amount set forth therein, and (b) in the case
of an Additional Lender Certificate, any Additional Lender party
thereto shall be a party to this Agreement and the Other Documents
and have the rights and obligations of a Lender under this
Agreement and the Other Documents. In addition, the Lender party to
the Commitment Increase Certificate or Additional Lender, as
applicable, shall purchase a pro rata portion of the outstanding
Advances (and participation interests in Letters of Credit) of each
of the other Lenders (and such Lenders hereby agree to sell and to
take all such further action to effectuate such sale) such that
each Lender (including any Additional Lender, if applicable) shall
hold its respective percentage of the outstanding Advances (and
participation interests) after giving effect to the increase in the
Commitment Amount, the Total Commitment Amount and the Maximum
Revolving Advance Amount; and
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(v)
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upon its receipt of a duly
completed Commitment Increase Certificate or an Additional Lender
Certificate, as applicable, executed by the Borrower and the Lender
or the Additional Lender party thereto, as applicable, the Agent
shall accept such Commitment Increase Certificate or Additional
Lender Certificate and shall record the information contained
therein in its register. No increase in the Maximum Revolving
Advance Amount, the Total Commitment Amount and Commitment Amount
shall be effective for purposes of this Agreement unless it has
been recorded in the Agent’s register. The signature pages to
this
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Agreement shall automatically be
amended to include the new Commitment Amounts and Commitment
Percentages for each Lender signatory hereto each time a Commitment
Increase Certificate or Additional Lender Certificate is accepted
by the Agent.
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2.25 Reallocation of the Loan and
the Commitment Amounts . On the Seventh Amendment Closing Date
and on each date when a new Lender becomes a party to the Credit
Agreement pursuant to Section 2.24 hereof or an
existing Lender increases its Commitment Amount pursuant to
Section 2.24 hereof (in each case, a “
Commitment Change Date ”), (i) each Lender, if
any, whose relative proportion of its Commitment Amount increases
over the proportion of the Total Commitment Amount held by it prior
to the Seventh Amendment Closing Date (or held by it prior to such
Commitment Change Date) and/or (ii) each new Lender that
increased its Commitment Amount after the Seventh Amendment Closing
Date, shall, by assignments among them (which assignments shall be
deemed to occur hereunder automatically, and without any
requirement for additional documentation, on the Seventh Amendment
Closing Date or any Commitment Change Date, as applicable) acquire
a portion of the Loan held by them from and among each other, and
shall, through the Agent, make such other adjustments among
themselves as may be necessary so that after giving effect to such
assignments and adjustments, such existing Lenders and such new
Lenders, as applicable, shall hold all Loans outstanding under this
Agreement ratably in accordance with their respective Commitment
Amounts and Commitment Percentages as reflected on the signature
pages under such Lender’s name, as such signature pages to
this Agreement are amended from time to time to include the new
Commitment Amounts and Commitment Percentages each time a
Commitment Increase Certificate or Additional Lender Certificate is
accepted by the Agent. On the Seventh Amendment Closing Date or the
Commitment Change Date, as applicable, all Interest Periods in
respect of any Eurodollar Rate Loans that were required to be
assigned as set forth above shall automatically be terminated
solely with respect to any such Lender that has assigned any such
Eurodollar Rate Loans (but not with respect to any Lender that is
an assignee of any such Lender). Borrower shall on the Seventh
Amendment Closing Date or the Commitment Change Date, as
applicable, make payments to the Lenders that held such Eurodollar
Rate Loans that were required to be assigned as set forth above to
compensate for such termination as if such termination were a
payment or prepayment referred to in this Article
II.”
2.04 Amendment to
Section 3.3 .
Effective as of the date hereof, Section 3.3 of the
Credit Agreement is hereby amended and restated in its entirety as
follows:
“(a) Facility Fee . If,
(i) for any fiscal month prior to the first adjustment
described below, the Facility Usage does not equal the Maximum
Revolving Advance Amount, then Borrowers shall pay to Agent for the
ratable benefit of Lenders a fee at a rate equal to 0.625% per
annum on the amount by which the Maximum Revolving Advance Amount
exceeds such Facility Usage and (ii) thereafter, a rate per
annum determined by reference to the following grid:
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Facility Fee
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If Facility Usage is less than or equal to 33%
of the Total Commitment Amount
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0.625
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%
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If Facility Usage is greater than 33% but less
than or equal to 66.67% of the Total Commitment Amount
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0.50
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%
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If Facility Usage is greater than 66.67% of the
Total Commitment Amount
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0.375
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%
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Adjustments, if any, in the Facility
Fee shall be implemented monthly, on a prospective basis,
commencing on January 1, 2009 and effective the first day of
each fiscal month thereafter based upon Agent’s calculation
of the prior month’s Facility Usage as determined by Agent in
its sole discretion. If an Event of Default has occurred and is
continuing at the time any reduction in the Facility Fee is to be
implemented, that reduc