Exhibit 4.1
EXECUTION VERSION
CONSENT, WAIVER AND RELEASE
CONSENT, WAIVER AND RELEASE, dated as
of July 5, 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.
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 and the Surviving Subsidiaries owned by the Borrower
or any of its Domestic Subsidiaries will be transferred to PD Dutch
Holdings C.V. (“ PD Dutch Holdings ”) or to PD
Selective Holdings C.V. (“ PD Selective ”),
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 Parker Drilling Mexico, LLC (“ PD Mexico and,
together with the Converting Subsidiaries and the Surviving
Subsidiaries, the “ Transferred Subsidiaries ”)
will be transferred to PD Dutch Holdings or a wholly owned
Subsidiary thereof; (e) each of the assets listed on
Exhibit B hereto, other than any such assets owned by any
Transferred Subsidiary, will be transferred to PD Dutch Holdings or
one or more wholly owned Subsidiaries thereof (such transfers,
collectively “ Asset Transfers ”) (the
transactions described in the foregoing clauses (a) through
(e), 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 (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 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
or 7.5 of the Credit Agreement, (iii) waive the requirements of
Section 6.8 of the Credit Agreement in respect of the
Surviving Subsidiaries, (iv) waive the requirements of
Section 5.5 of the Guarantee and Collateral Agreement in
respect of the Converting Subsidiaries, and (v) consent to the
Releases, and the Lenders have agreed to provide such consents and
waivers on the terms set forth herein, and (b) the
Administrative Agent, subject to the consent of the Required
Lenders (as shall be evidenced by their execution of this Consent),
release each Transferred Subsidiary from its obligations (if any)
as a Guarantor under the Guarantee and Collateral Agreement and
release all capital s
