Exhibit 4.2
EXECUTION VERSION
AMENDED AND RESTATED CONSENT, WAIVER AND RELEASE
AMENDED AND RESTATED CONSENT, WAIVER
AND RELEASE, dated as of October 30, 2006 (this “
Consent ”), to (i) 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 ”) and (ii) the Guarantee
and Collateral Agreement, dated as of December 20, 2004 (the
“ Guarantee and Collateral Agreement ”), made by
the Borrower and certain of its Subsidiaries in favor of the
Administrative Agent. Terms defined in the Credit Agreement shall
be used in this Consent with their defined meanings unless
otherwise defined herein. This Consent amends, restates and
supersedes in its entirety the Consent, Waiver and Release, dated
July 5, 2006, among the parties hereto.
W I T N E S S
E T H :
WHEREAS, the Borrower proposes to
engage in a corporate restructuring as more particularly set forth
herein (the “ Restructuring ”) for the purpose
of minimizing its overall effective tax rate from operations;
WHEREAS, the Restructuring will
consist of the following: (a) each Subsidiary of the Borrower
listed on the attached Exhibit A under the heading
“Converting Subsidiaries” (each, a “
Converting Subsidiary ”) will be converted into a
limited liability company having the name set forth opposite such
Converting Subsidiary on Exhibit A under the heading
“Post-Conversion Names” (all such conversions,
collectively, the “ Conversions ”);
(b) each Subsidiary of the Borrower listed on Exhibit A
under the heading “Merging Subsidiaries” (each, a
“ Merging Subsidiary ”) will be merged with and
into the Subsidiary of the Borrower listed opposite such Merging
Subsidiary on Exhibit A under the heading “Surviving
Subsidiary” (each, a “ Surviving Subsidiary
”), with such Surviving Subsidiary being the survivor of such
merger (all such mergers, collectively, the “ Mergers
”); (c) following the completion of the Conversions and
the Mergers, all of the capital stock of the Converting
Subsidiaries ( other than Universal Rig Service LLC) and the
Surviving Subsidiaries owned by the Borrower or any of its Domestic
Subsidiaries will be transferred to Parker International Holdings
C.V. (“ Dutch Holdings 1 ”) or to Parker
Drilling Offshore Holdings C.V. (“ Dutch Holdings 4
”), entities validly existing under the laws of the
Netherlands and wholly-owned Subsidiaries of the Borrower, or any
one or more wholly owned Subsidiaries thereof; (d) all of the
capital stock of each of the Subsidiaries of the Borrower listed on
Exhibit A under the heading “Additional Foreign-Bound
Subsidiaries” (each an “ Additional Foreign-Bound
Subsidiary ”) will be transferred to Dutch Holdings1 or
Dutch Holdings 4 or any one or more wholly owned Subsidiaries
thereof; (e) all of the capital stock of Parker Drilling
Company of Mexico, LLC (“ PD Mexico and, together with
the Converting Subsidiaries (other than Universal Rig Service LLC),
the Surviving Subsidiaries and the Additional Foreign-Bound
Subsidiaries, the “ Transferred Subsidiaries ”)
will be transferred to
Dutch
Holdings 1 or a wholly owned Subsidiary thereof; (f) the
capital stock of Parker Cypress Leasing will be sold to Dutch
Holdings 4 for approximately 1,000 CYP; and (g) each of the
assets listed on Exhibit B hereto, other than any such assets
owned by any Transferred Subsidiary, will be transferred to Dutch
Holdings 1 or one or more wholly owned Subsidiaries thereof (such
transfers, collectively “ Asset Transfers ”)
(the transactions described in the foregoing clauses (a) through
(g), collectively, the “ Transactions ”);
WHEREAS, the Borrower has advised the
Administrative Agent and the Lenders that in order for the Borrower
to obtain the anticipated benefits of the Restructuring, it is
necessary (a) that the Surviving Subsidiaries and the
Additional Foreign-Bound Subsidiaries (in each case both before and
after giving effect to the Mergers) and all of their respective
assets be excepted from the requirements of Section 6.8 of the
Credit Agreement and (b) that each Transferred Subsidiary be
released from its obligations (if any) as a Guarantor under the
Guarantee and Collateral Agreement and that the capital stock and
assets of each such Subsidiary (other than Universal Rig Service
LLC) pledged pursuant to the Guarantee and Collateral Agreement be
released from the security interest of the Administrative Agent
thereunder (all such releases described in this clause (b), the
“ Releases ”); and
WHEREAS, in connection with the
foregoing, the Borrower has requested that (a) the Lenders (i)
consent to the Transactions, (ii) waive any Default or Event
of Default that would otherwise occur under any Loan Document as a
direct result of the consummation thereof, including, without
limitation, any Default or Event of Default under Section 7.4,
7.5 or 7.8 of the Credit Agreement, (iii) waive the
requirements of Section 6.8 of the Credit Agreement in respect
of the Surviving Subsidiaries and the Additiona
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