THIRD AMENDMENT
EXECUTION COPY
THIRD AMENDMENT
THIRD AMENDMENT, dated as of March 25, 2009 (this “Amendment”), to the Credit
Agreement, dated as of December 23, 2008 (as amended by the First Amendment, dated as of February
2, 2009, and the Second Amendment, dated as of February 11, 2009, and as further amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among
Precision Drilling Trust, an Alberta unincorporated open-ended investment trust
(“Holdings”), Precision Drilling Corporation, a corporation amalgamated under the laws of
the Province of Alberta (the “Borrower”), the Lenders party thereto, the Co-Documentation
Agents and Syndication Agent named therein and Royal Bank of Canada, as administrative agent (in
such capacity, the “Administrative Agent”).
W I T N E S S E T H:
WHEREAS, Section 11.1 of the Credit Agreement permits Holdings, the Borrower and the
Administrative Agent to enter into written amendments, supplements or modifications to the Credit
Agreement for the purpose of implementing any change permitted to be made to the terms of the
Credit Agreement pursuant to the Fee Letter; and
WHEREAS, Holdings, the Borrower and the Administrative Agent have agreed to so amend the
Credit Agreement as described herein.
NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter set forth,
the parties hereto agree as follows:
SECTION 1. Definitions. Unless otherwise defined herein, terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the Credit Agreement.
SECTION 2. Amendment of the Credit Agreement. The Credit Agreement is hereby amended,
effective as of the Third Amendment Effective Date (as defined below), as follows:
2.1. Amendments to Section 1.1. Section 1.1 of the Credit Agreement is hereby amended
as follows:
(a) by inserting the following new definition:
“Third Amendment Effective Date”: as defined in the Third Amendment to
this Agreement, dated as of March 25, 2009, among Holdings, the Borrower and the
Administrative Agent.
(b) by deleting the definition of Tranche A-1 Term Loan in its entirety and
substituting in lieu thereof the following definition:
“as defined in Section 2.1. The aggregate principal amount of all Tranche A-1
Term Loans as of the Third Amendment Effective Date is $312,116,240.”
(c) by deleting the definition of Tranche B-1 Term Loan in its entirety and
substituting in lieu thereof the following definition:
“as defined in Section 2.1. The aggregate principal amount of all Tranche B-1
Term Loans as of the Third Amendment Effective Date is $365,500,000.”
2.2. Amendments to Section 2.3. Section 2.3 of the Credit Agreement is hereby amended
as follows:
(a) by deleting the table in paragraph (a) thereof in its entirety and substituting in lieu
thereof the following table:
| Installment Payment Date | Principal Amount | |||
March 31, 2009 |
$ | 3,901,453 | ||
June 30, 2009 |
$ | 3,901,453 | ||
September 30, 2009 |
$ | 3,901,453 | ||
December 31, 2009 |
$ | 3,901,453 | ||
March 31, 2010 |
$ | 7,802,906 | ||
June 30, 2010 |
$ | 7,802,906 | ||
September 30, 2010 |
$ | 7,802,906 | ||
December 31, 2010 |
$ | 7,802,906 | ||
March 31, 2011 |
$ | 7,802,906 | ||
June 30, 2011 |
$ | 7,802,906 | ||
September 30, 2011 |
$ | 7,802,906 | ||
December 31, 2011 |
$ | 7,802,906 | ||
March 31, 2012 |
$ | 11,704,359 | ||
June 30, 2012 |
$ | 11,704,359 | ||
September 30, 2012 |
$ | 11,704,359 | ||
December 31, 2012 |
$ | 11,704,359 | ||
March 31, 2013 |
$ | 11,704,359 | ||
June 30, 2013 |
$ | 11,704,359 | ||
September 30, 2013 |
$ | 11,704,359 | ||
December 23, 2013 |
$ | 152,156,667 | ||
(b) by deleting the table in paragraph (c) thereof in its entirety and substituting in lieu
thereof the following table:
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| Installment Payment Date | Principal Amount | |||
March 31, 2009 |
$ | 4,568,750 | ||
June 30, 2009 |
$ | 4,568,750 | ||
September 30, 2009 |
$ | 4,568,750 | ||
December 31, 2009 |
$ | 4,568,750 | ||
March 31, 2010 |
$ | 4,568,750 | ||
June 30, 2010 |
$ | 4,568,750 | ||
September 30, 2010 |
$ | 4,568,750 | ||
December 31, 2010 |
$ | 4,568,750 | ||
March 31, 2011 |
$ | 4,568,750 | ||
June 30, 2011 |
$ | 4,568,750 | ||
September 30, 2011 |
$ | 4,568,750 | ||
December 31, 2011 |
$ | 4,568,750 | ||
March 31, 2012 |
$ | 4,568,750 | ||
June 30, 2012 |
$ | 4,568,750 | ||
September 30, 2012 |
$ | 4,568,750 | ||
December 31, 2012 |
$ | 4,568,750 | ||
March 31, 2013 |
$ | 4,568,750 | ||
June 30, 2013 |
$ | 4,568,750 | ||
September 30, 2013 |
$ | 4,568,750 | ||
December 31, 2013 |
$ | 4,568,750 | ||
March 31, 2014 |
$ | 4,568,750 | ||
June 30, 2014 |
$ | 4,568,750 | ||
September 30, 2014 |
$ | 264,987,500 | ||
SECTION 3. Retranching of Term Loans. As of the Third Amendment Effective Date, the
pro rata portion of the Tranche A-1 Term Loans held by each of Royal Bank of Canada, HSBC Bank
Canada, The Toronto-Dominion Bank and Deutsche Bank AG Cayman Islands Branch in the aggregate
principal amount of $5,000,000 shall be converted to Tranche B-1 Term Loans (the “Retranched
Loans”). For the avoidance of doubt, for the period from the Closing Date to the Third
Amendment Effective Date, the Retranched Loans shall be treated as Tranche A-1 Term Loans
(including, without limitation, for the purpose of calculating interest thereon), and, as of the
Third Amendment Effective Date, the Retranched Loans shall be treated as Tranche B-1 Term Loans
(including, without limitation, for the purpose of calculating interest thereon).
SECTION 4. Effectiveness. This Amendment shall become effective as of the date (the
“Third Amendment Effective Date”) on which the following conditions have been satisfied:
(a) The Administrative Agent (or its counsel) shall have received duly executed and completed
counterparts hereof (in the form provided and specified by the Administrative Agent) that, when
taken together, bear the signatures of (x) Holdings, (y) the Borrower and (z) the Administrative
Agent; and
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(b) The Borrower shall have paid to the Administrative Agent any fees (including as a result
of the implementation of any OID permitted pursuant to the terms of the Fee Letter) due in
connection with the matters contemplated by this Amendment.
SECTION 5. Effect of Amendment.
5.1. Except as expressly set forth herein, this Amendment shall not by implication or
otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the
Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and
shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations,
covenants or agreements contained in the Credit Agreement or any other provision of the Credit
Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and
shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower to
a consent to, or a waiver, amendment, modification or other change of, any of the terms,
conditions, obligations, covenants or agreements contained in the Credit Agreement or any other
Loan Document in similar or different circumstances.
5.2. On and after the Third Amendment Effective Date, each reference in the Credit Agreement
to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference
to the Credit Agreement in any other Loan Document shall be deemed a reference to the Credit
Agreement as amended hereby. This Amendment shall constitute a “Loan Document” for all purposes of
the Credit Agreement and the other Loan Documents.
SECTION 6. General.
6.1. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
6.2. Costs and Expenses. The Borrower agrees to reimburse the Administrative Agent
for its reasonable out-of-pocket costs and expenses in connection with this Amendment, including
the reasonable fees, charges and disbursements of counsel for the Administrative Agent.
6.3. Counterparts. This Amendment may be executed in any number of counterparts and
by different parties hereto in separate counterparts, each of which when so executed and delivered
shall be deemed an original, but all such counterparts together shall constitute but one and the
same instrument. Delivery of any executed counterpart of a signature page of this Amendment by
facsimile or electronic transmission shall be as effective as delivery of a manually executed
counterpart hereof.
6.4. Headings. The headings of this Amendment are for purposes of reference only and
shall not limit or otherwise affect the meaning hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their respective duly authorized officers as of the day and year first above written.
| PRECISION DRILLING TRUST, by its Administrator, PRECISION DRILLING CORPORATION |
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| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Chief Financial Officer | |||
PRECISION DRILLING CORPORATION |
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| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Chief Financial Officer | |||
Signature Page to Third Amendment
| ROYAL BANK OF CANADA, as Administrative Agent |
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| By: | /s/ Xxxxxx Xxxxxxx | |||
| Name: | Xxxxxx Xxxxxxx | |||
| Title: | Manager, Agency | |||
Signature Page to Third Amendment
