##### 



Exhibit 10.5
 Deutsche Bank(DEUTSCHE BANK LOGO)Deutsche Bank AG,London BranchWinchester house1 Great Winchester St,London EC2N 2DBTel. 44 20 7545 8000c/o Deutsche Bank
Securities Inc.60 Wall StreetNew York, NY 10005Telephone: 212-250-5600
  To:
    
    Parker Drilling Company1401 Enclave Parkway, Suite 600Houston, Texas 77077Attn: General CounselTelephone: (281) 406-2000Facsimile: (281) 406-2001From:
    
    Deutsche Bank AG Londonc/o Deutsche Bank Securities Inc.60 Wall StreetNew York, NY 10005Telephone: 212-250-5600Facsimile: 212-797-9344Re:
    
    Issuer Warrant Transaction(Transaction Reference Number: 189653)
  Confirmation Transaction Deutsche Issuer
 Chairman of the Supervisory Board: Clemens Börsig
Board of Managing Directors: Hermann-Josef Lamberti,
Josef Ackermann, Anthony Dilorio, Hugo Banziger
    
    Deutsche Bank
AG is regulated by
the FSA for the
conduct of
designated
investment business
in the UK, is a
member of the
London Stock
Exchange and is a
limited liability
company
incorporated in the
Federal Republic of
Germany HRB No. 30
000 District Court
of Frankfurt am
Main; Branch
Registration No. in
England and Wales
BR000005,
Registered address: Winchester House, 1
Great Winchester
Street, London EC2N
2DB.




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DEUTSCHE BANK AG IS NOT REGISTERED AS A BROKER OR DEALER UNDER THE U.S. SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED. DEUTSCHE BANK SECURITIES INC. (AGENT) HAS ACTED SOLELY AS AGENT IN
CONNECTION WITH THE TRANSACTION AND HAS NO OBLIGATION, BY WAY OF ISSUANCE, ENDORSEMENT, GUARANTEE
OR OTHERWISE WITH RESPECT TO THE PERFORMANCE OF EITHER PARTY UNDER THE TRANSACTION. DEUTSCHE BANK
AG LONDON IS NOT A MEMBER OF THE SECURITIES INVESTOR PROTECTION CORPORATION (SIPC).
 2000 Definitions Equity Definitions Definitions ISDA
 Agreement ISDA
Form
    Trade Date:
    
    June 28, 2007Effective Date:
    
    July 5, 2007, subject to Section 8(o) belowComponents:
    
    The Transaction will be divided into individual Components, each with the terms
set forth in this Confirmation, and, in particular, with the Number of Warrants and
Expiration Date set forth in this Confirmation. The payments and deliveries to be made
upon settlement of the Transaction will be determined separately for each Component as
if each Component were a separate Transaction under the Agreement.Warrant Style:
    
    EuropeanWarrant Type:
    
    Call
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Seller:
    
    IssuerBuyer:
    
    DeutscheShares:
    
    The Common Stock of Issuer, par
value USD
0.162/3 per share (Ticker Symbol: PKD).Number of Warrants:
    
    For each Component, as provided in Annex A to this Confirmation.Warrant Entitlement:
    
    One Share per WarrantStrike Price:
    
    USD 18.2875Premium:
    
    USD 5,589,000Premium Payment Date:
    
    The Effective DateExchange:
    
    New York Stock ExchangeRelated Exchange:
    
    All Exchanges
  Expiration Time:
    
    Valuation TimeExpiration Date:
    
    As provided in Annex A to this Confirmation (or, if such date is not a
Scheduled Trading Day, the next following Scheduled Trading Day that is not already an
Expiration Date for another Component); providedthat if that date is a Disrupted Day,
the Expiration Date for such Component shall be the first succeeding Scheduled Trading
Day that is not a Disrupted Day and is not or is not deemed to be an Expiration Date in
respect of any other Component of the Transaction hereunder; and provided furtherthat
if the Expiration Date has not occurred pursuant to the preceding proviso as of the
Final Disruption Date, the Final Disruption Date shall be the Expiration Date
(irrespective of whether such date is an Expiration Date occurring on the Final
Disruption Date in respect of any other Component for the Transaction) and,
notwithstanding anything to the contrary in this Confirmation or the Definitions, the
Relevant Price for the Expiration Date shall be the prevailing market value per Share
determined by the Calculation Agent, upon prior written notice to Issuer, and good
faith and in a commercially reasonable manner. Final Disruption Date means March 6,
2013. Notwithstanding the foregoing and anything to the contrary in the Equity
Definitions, if a Market Disruption Event occurs on any Expiration Date, the
Calculation Agent may determine that such Expiration Date is a Disrupted Day only in
part, in
 3




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which case the Calculation Agent shall make
commercially reasonable adjustments to the
number of Warrants for the relevant Component
for which such day shall be the Expiration
Date and shall designate the Scheduled Trading
Day determined in the manner described in the
immediately preceding sentence as the
Expiration Date for the remaining Warrants for
such Component. Section 6.6 of the Equity
Definitions shall not apply to any Valuation
Date occurring on an Expiration Date.Market Disruption Event:
    
    Section 6.3(a) of the Equity Definitions is hereby amended by (A)
adding the term reasonably before the term determines in clause (ii) thereof and
(B) deleting the words during the one hour period that ends at the relevant Valuation
Time, Latest Exercise Time, Knock-in Valuation Time or Knock-out Valuation Time, as the
case may be, in clause (ii) thereof.Automatic Exercise:
    
    Applicable; and means that each Warrant not previously exercised under
the Transaction will be deemed to be automatically exercised at the Expiration Time on
the Expiration Date unless Deutsche notifies Seller (by telephone or in writing) prior
to the Expiration Time on the Expiration Date that it does not wish Automatic Exercise
to occur, in which case Automatic Exercise will not apply.Issuers Telephone Numberand Telex and/or FacsimileNumber and Contact Details
for purpose of Giving Notice:
    
    To be provided by Issuer.
  In respect of any Component:
 Settlement Currency:
    
    USDNet Share Settlement:
    
    On each Settlement Date, Issuer shall deliver to Deutsche a
number of Shares equal to the Number of Shares to be Delivered for such Settlement Date
to the account specified by Deutsche and cash in lieu of any fractional shares valued
at the Relevant Price on the Valuation Date corresponding to such Settlement Date.Number of Shares to be
Delivered:
    
    In respect of any Exercise Date, subject to the last sentence of Section 9.5 of
the Equity Definitions, the product of (i) the number of Warrants exercised or deemed
exercised on such Exercise Date, (ii) the
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Warrant Entitlement and (iii) (A) the excess
of the VWAP Price on the Valuation Date
occurring on such Exercise Date over the
Strike Price divided by(B) such VWAP Price.The Number of Shares to be Delivered shall be
delivered by Issuer to Deutsche no later than
5:00 P.M. (local time in New York City) on the
relevant Settlement Date.VWAP Price:
    
    For any Valuation Date, the Rule 10b-18 dollar volume weighted average
price per Share for such Valuation Date based on transactions executed during such
Valuation Date, as reported on Bloomberg Page PKD.N <Equity> AQR SEC (or any
equivalent successor thereto, if such page is not available) or, in the event such
price is not so reported on such Valuation Date for any reason, as reasonably
determined by the Calculation Agent using a volume-weighted method.Other Applicable Provisions:
    
    The provisions of Sections 9.1(c), 9.8, 9.9, 9.10, 9.11
(except that the Representation and Agreement contained in Section 9.11 (i), (iv) and
(v) of the Equity Definitions shall be modified by excluding any representations
therein relating to restrictions, obligations, limitations or requirements under
applicable securities laws as a result of the fact that Issuer is the issuer of the
Shares) and 9.12 of the Equity Definitions will be applicable, except that all
references in such provisions to Physically-Settled shall be read as references to
Net Share Settled. Net Share Settled in relation to any Warrant means that Net
Share Settlement is applicable to such Warrant.
  In respect of any Component:
 Method of Adjustment:
    
    Calculation Agent AdjustmentExtraordinary Dividend:
    
    Any cash dividend or distribution on the Shares with an ex-dividend
date occurring on or after the Trade Date and on or prior to the Expiration Date.Extraordinary Dividend Adjustment:
    
    If at any time during the period from and including the
Trade Date, to but excluding the last Expiration Date, an ex-dividend date for an
Extraordinary Dividend occurs, then the Calculation Agent will upon prior written
notice to Issuer make commercially reasonable adjustments to the Strike Price, the
Number of Warrants, the Warrant
 5




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Entitlement and/or any other variable relevant
to the exercise, settlement, payment or other
terms of the Transaction to preserve the fair
value of the Transaction to Deutsche after
taking into account such Extraordinary
Dividend.
  Consequences of Merger Events:(a) Share-for-Share:
    
    Modified Calculation Agent Adjustment(b) Share-for-Other:
    
    Cancellation and Payment (Calculation Agent
Determination)(c) Share-for-Combined:
    
    Cancellation and Payment (Calculation Agent
Determination)Tender Offer:
    
    ApplicableConsequences of Tender Offers:(a) Share-for-Share:
    
    Modified Calculation Agent Adjustment(b) Share-for-Other:
    
    Cancellation and Payment (Calculation Agent
Determination) on that portion of the Other Consideration that consists of cash;
Modified Calculation Agent Adjustment on the remainder of the Other Consideration.(c) Share-for-Combined:
    
    Modified Calculation Agent AdjustmentNationalization, Insolvency
or Delisting:
    
    Cancellation and Payment (Calculation Agent Determination); provided
that in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions,
it shall also constitute a Delisting if the Exchange is located in the United States
and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New
York Stock Exchange, the American Stock Exchange, The NASDAQ Global Market or The
Nasdaq Global Select Market (or their respective successors); if the Shares are
immediately re-listed, re-traded or re-quoted on any such exchange or quotation system,
such exchange or quotation system shall thereafter be deemed to be the Exchange;
provided furtherthat, in determining any Cancellation Amount, notwithstanding any term
or provision in the Agreement or the Equity Definitions, the Calculation Agent shall
comply with the terms and provisions set forth in Section 8(p)(iii) of this
Confirmation.Additional Disruption Events:
 6




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(a) Change in Law:
    
    Applicable (providedthat clause (y) of this term set
forth in Section 12.9(a)(ii) of the Equity Definitions shall not apply)(b) Failure to Deliver:
    
    Applicable(c) Insolvency Filing:
    
    Applicable(d) Hedging Disruption:
    
    Applicable(e) Increased Cost of Hedging:
    
    Applicable(f) Loss of Stock Borrow:
    
    ApplicableMaximum Stock Loan Rate:
    
    2.00%(g) Increased Cost of Stock Borrow:
    
    ApplicableInitial Stock Loan Rate:
    
    0.25%Hedging Party:
    
    Deutsche for all applicable Additional Disruption EventsDetermining Party:
    
    Deutsche for all applicable Extraordinary EventsNon-Reliance:
    
    ApplicableAgreements and Acknowledgments 

      Regarding Hedging Activities:
    
    ApplicableAdditional Acknowledgments:
    
    Applicable
 Calculation Agent provided
 Account Details
 Deutsche Payment Instructions:
    
    Bank of New YorkABA 021-000-018Deutsche Bank Securities Inc.A/C 8900327634FFC: 1459102610Issuer Payment Instructions:
    
    To be provided by Issuer.
 Offices
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Notices
  To:
    
    Parker Drilling Company1401 Enclave Parkway, Suite 600Houston, Texas 77077Attn:
    
    General CounselTelephone:
    
    (281) 406-2000Facsimile:
    
    (281) 406-2001
  
 Representations, Warranties and Agreements
 (a)
    
    In addition to the representations and warranties in the Agreement and those
contained elsewhere herein, Issuer represents and warrants to and for the benefit of,
and agrees with, Deutsche as follows:
 (i)
    
    On the Trade Date, (A) none of Issuer and its officers and
directors is aware of any material nonpublic information regarding Issuer or
the Shares and (B) all reports and other documents filed by Issuer with the
Securities and Exchange Commission pursuant to the Exchange Act when considered
as a whole (with the more recent such reports and documents deemed to amend
inconsistent statements contained in any earlier such reports and documents),
do not contain any untrue statement of a material fact or any omission of
 8




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a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances in which they were
made, not misleading.(ii)
    
    Without limiting the generality of Section 13.1 of the Equity
Definitions, Issuer acknowledges that Deutsche is not making any
representations or warranties with respect to the treatment of the Transaction
under FASB Statements 133, as amended, or 150, EITF Issue No. 00-19 (or any
successor issue statements) or under FASBs Liabilities & Equity Project.(iii)
    
    Prior to the Trade Date, Issuer shall deliver to Deutsche a
resolution of Issuers board of directors authorizing the Transaction and such
other certificate or certificates as Deutsche shall reasonably request.(iv)
    
    Issuer is not entering into this Confirmation to create actual
or apparent trading activity in the Shares (or any security convertible into or
exchangeable for Shares) in violation of the Exchange Act or to raise or
depress or otherwise manipulate the price of the Shares (or any security
convertible into or exchangeable for Shares) in violation of the Exchange Act.(v)
    
    On any Expiration Date, Issuer shall not, and shall cause its
affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to,
directly or indirectly (including, without limitation, by means of a
cash-settled or other derivative instrument) purchase, offer to purchase, place
any bid or limit order that would effect a purchase of, or commence any tender
offer relating to, any Shares (or an equivalent interest, including a unit of
beneficial interest in a trust or limited partnership or a depository share) or
any security convertible into or exchangeable for Shares on any Expiration
Date.(vi)
    
    Issuer is not, and after giving effect to the transactions
contemplated hereby will not be, an investment company as such term is
defined in the Investment Company Act of 1940, as amended.(vii)
    
    On the Trade Date (A) the assets of Issuer at their fair
valuation exceed the liabilities of Issuer, including contingent liabilities,
(B) the capital of Issuer is adequate to conduct the business of Issuer and (C)
Issuer has the ability to pay its debts and obligations as such debts mature
and does not intend to, or does not believe that it will, incur debt beyond its
ability to pay as such debts mature.(viii)
    
    Issuer shall not take any action to decrease the number of Available Shares
below the Capped Number (each as defined below).(ix)
    
    Issuer understands no obligations of Deutsche to it hereunder
will be entitled to the benefit of deposit insurance and that such obligations
will not be guaranteed by any affiliate of Deutsche or any governmental agency.
 (b)
    
    Each of Deutsche and Issuer agrees and represents that it is an eligible
contract participant as defined in Section 1a(12) of the U.S. Commodity Exchange Act,
as amended.
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(c)
    
    Each of Deutsche and Issuer acknowledges that the offer and sale of the
Transaction to it is intended to be exempt from registration under the Securities Act
of 1933, as amended (the Securities Act), by virtue of Section 4(2) thereof.
Accordingly, Deutsche represents and warrants to Issuer that (i) it has the financial
ability to bear the economic risk of its investment in the Transaction and is able to
bear a total loss of its investment, (ii) it is an accredited investor as that term
is defined in Regulation D as promulgated under the Securities Act, (iii) it is
entering into the Transaction for its own account without a view to the distribution or
resale thereof and (iv) the assignment, transfer or other disposition of the
Transaction has not been and will not be registered under the Securities Act and is
restricted under this Confirmation, the Securities Act and state securities laws.(d)
    
    Each of Deutsche and Issuer agrees and acknowledges that Deutsche is a
financial institution, swap participant and financial participant, and that
Issuer is a swap participant, in each case within the meaning of Sections 101(22),
101(53C) and 101(22A) of Title 11 of the United States Code (the Bankruptcy Code).
The parties hereto further agree and acknowledge (A) that this Confirmation is (i) a
securities contract, as such term is defined in Section 741(7) of the Bankruptcy
Code, with respect to which each payment and delivery hereunder is a settlement
payment, as such term is defined in Section 741(8) of the Bankruptcy Code, and (ii) a
swap agreement, as such term is defined in Section 101(53B) of the Bankruptcy Code,
with respect to which each payment and delivery hereunder is a transfer, as such term
is defined in Section 101(54) of the Bankruptcy Code, and (B) that Deutsche is entitled
to the protections afforded by, among other sections, Section 362(b)(6), 362(b)(17),
546(e), 546(g), 555 and 560 of the Bankruptcy Code.(e)
    
    Issuer shall deliver to Deutsche an opinion of counsel, dated as of the
Effective Date and reasonably acceptable to Deutsche in form and substance, with
respect to the matters set forth in Section 3(a) of the Agreement.8.
    
    Other Provisions:(a)
    
    Alternative Calculations and Payment on Early Termination and on Certain
Extraordinary Events. If, subject to Section 8(l) below, Issuer shall owe Deutsche any
amount pursuant to Sections 12.2, 12.3, 12.6, 12.7 or 12.9 of the Equity Definitions
(except in the event of an Insolvency, a Nationalization, a Tender Offer or a Merger
Event, in each case, in which the consideration or proceeds to be paid to holders of
Shares consists solely of cash) or pursuant to Section 6(d)(ii) of the Agreement
(except in the event of an Event of Default in which Issuer is the Defaulting Party or
a Termination Event in which Issuer is the Affected Party, that resulted from an event
or events within Issuers control) (a Payment Obligation), Issuer shall have the
right, in its sole discretion, to satisfy any such Payment Obligation by the Share
Termination Alternative (as defined below) by giving irrevocable telephonic notice to
Deutsche, confirmed in writing within one Scheduled Trading Day, between the hours of
9:00 A.M. and 4:00 P.M. New York City time on the Merger Date, Tender Offer Date,
Announcement Date or Early Termination Date, as applicable (Notice of Share
Termination). Upon such Notice of Share Termination, the following provisions shall
apply on the Scheduled Trading Day immediately following the Merger Date, the Tender
Offer Date, Announcement Date or Early Termination Date, as applicable:
 Share Termination Alternative:
    
    Applicable and means that Issuer shall deliver to Deutsche the
Share Termination Delivery Property on the date on which the Payment
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Obligation would otherwise be due pursuant to Section 12.7 or 12.9 of the
Equity Definitions or Section 6(d)(ii) of the Agreement, as applicable (the
Share Termination Payment Date), in satisfaction of the Payment Obligation.Share Termination Delivery 
Property:
    
    A number of Share Termination Delivery
Units, as calculated by the Calculation
Agent, equal to the Payment Obligation
divided by the Share Termination Unit
Price. The Calculation Agent shall
adjust the Share Termination Delivery
Property by replacing any fractional
portion of a security therein with an
amount of cash equal to the value of such
fractional security based on the values
used to calculate the Share Termination
Unit Price.Share Termination Unit Price:
    
    The value of property contained in one
Share Termination Delivery Unit on the
date such Share Termination Delivery
Units are to be delivered as Share
Termination Delivery Property, as
determined by the Calculation Agent in
its discretion by commercially reasonable
means and notified by the Calculation
Agent to Issuer at the time of
notification of the Payment Obligation.Share Termination Delivery Unit:
    
    In the case of a Termination Event, Event
of Default or Delisting, one Share or, in
the case of an Insolvency,
Nationalization, Merger Event or Tender
Offer, a unit consisting of the number or
amount of each type of property received
by a holder of one Share (without
consideration of any requirement to pay
cash or other consideration in lieu of
fractional amounts of any securities) in
such Insolvency, Nationalization, Merger
Event or Tender Offer. If such
Insolvency, Nationalization, Merger Event
or Tender Offer involves a choice of
consideration to be received by holders,
such holder shall be deemed to have
elected to receive the maximum possible
amount of cash.Failure to Deliver:
    
    ApplicableOther applicable provisions:
    
    If Share Termination Alternative is
applicable, the provisions of Sections
9.8, 9.9, 9.10, 9.11 (except that the
Representation and Agreement contained in
Section 9.11 of the Equity Definitions
shall be modified by excluding any
representations therein relating to
restrictions, obligations, limitations or
requirements under applicable securities
laws as a result of the fact that Seller
is the Issuer of the Shares) and 9.12 of
the Equity Definitions will be
applicable, except that all references in
such provisions to Physically-Settled
shall be read as references to settled
by Share Termination Alternative and all
references to Shares shall be read as
references to Share Termination Delivery
Units.
 (b)
    
    Registration/Private Placement Procedures. (i) If, in the commercially
reasonable judgment of Deutsche acting in good faith, for any reason, any Shares or any
securities of Issuer or its affiliates comprising any Share Termination Delivery Units
deliverable to Deutsche hereunder (any such Shares or securities, Delivered
Securities) would not be immediately freely transferable by Deutsche under Rule 144(k)
under the Securities Act of 1933, as amended (the Securities Act), then the
provisions set forth in this Section 8(b) shall apply. At the election of Issuer by
notice to Deutsche within one Exchange Business Day after the relevant delivery
obligation arises, but in any event at least one Exchange Business Day prior to the
date on which such delivery obligation is due, either (A) all Delivered Securities
delivered by Issuer to Deutsche shall be, at the time of
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such delivery, covered by an effective registration statement of Issuer for
immediate resale by Deutsche (such registration statement and the corresponding
prospectus (the Prospectus) (including, without limitation, any sections
describing the plan of distribution) in form and content commercially reasonably
satisfactory to Deutsche) or (B) Issuer shall deliver additional Delivered
Securities so that the value of such Delivered Securities, as determined by the
Calculation Agent in good faith and upon prior written notice to Issuer, to reflect
a commercially reasonable liquidity discount, equals the value of the number of
Delivered Securities that would otherwise be deliverable if such Delivered
Securities were freely tradeable (without prospectus delivery) upon receipt by
Deutsche (such value, the Freely Tradeable Value); provided that Issuer may not
make the election described in this clause (B) if, on the date of its election, it
has taken, or caused to be taken, any action that would make unavailable either the
exemption pursuant to Section 4(2) of the Securities Act for the delivery by Issuer
to Deutsche (or any affiliate designated by Deutsche) of the Delivered Securities or
the exemption pursuant to Section 4(1) or Section 4(3) of the Securities Act for
resales of the Delivered Securities by Deutsche (or any such affiliate of Deutsche).
(For the avoidance of doubt, as used in this paragraph (b) only, the term Issuer
shall mean the issuer of the relevant securities, as the context shall require.)
 (ii)
    
    If Issuer makes the election described in clause (b)(i)(A)
above:
 (A)
    
    Deutsche (or an Affiliate of Deutsche
designated by Deutsche) shall be afforded a reasonable opportunity to
conduct a due diligence investigation with respect to Issuer that is
customary in scope for underwritten offerings of equity securities and
that yields results that are commercially reasonably satisfactory to
Deutsche or such Affiliate, as the case may be, in its discretion; and(B)
    
    Deutsche (or an Affiliate of Deutsche
designated by Deutsche) and Issuer shall enter into an agreement (a
Registration Agreement) on commercially reasonable terms in
connection with the public resale of such Delivered Securities by
Deutsche or such Affiliate substantially similar to underwriting
agreements customary for underwritten offerings of equity securities,
in form and substance commercially reasonably satisfactory to Deutsche
or such Affiliate and Issuer, which Registration Agreement shall
include, without limitation, provisions substantially similar to those
contained in such underwriting agreements relating to the
indemnification of, and contribution in connection with the liability
of, Deutsche and its Affiliates and Issuer, shall provide for the
payment by Issuer of all reasonable expenses incurred thereby in
connection with such resale, including all registration costs and all
reasonable fees and expenses of counsel for Deutsche, and shall provide
for the delivery of accountants comfort letters to Deutsche or such
Affiliate with respect to the financial statements and certain
financial information contained in or incorporated by reference into
the Prospectus.
 (iii)
    
    If Issuer makes the election described in clause (b)(i)(B)
above:
 (A)
    
    all Delivered Securities shall be delivered to
Deutsche (or any Affiliate of Deutsche designated by Deutsche) pursuant
to the exemption from the registration requirements of the Securities
Act provided by Section 4(2) thereof;
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(B)
    
    Deutsche (or an Affiliate of Deutsche
designated by Deutsche) and any potential institutional purchaser of
any such Delivered Securities from Deutsche or such Affiliate
identified by Deutsche shall be afforded a commercially reasonable
opportunity to conduct a due diligence investigation in compliance with
applicable law with respect to Issuer customary in scope for private
placements of equity securities (including, without limitation, the
right to have made available to them for inspection all financial and
other records, pertinent corporate documents and other information
reasonably requested by them);(C)
    
    Deutsche (or an Affiliate of Deutsche
designated by Deutsche) and Issuer shall enter into an agreement (a
Private Placement Agreement) on commercially reasonable terms in
connection with the private placement of such Delivered Securities by
Issuer to Deutsche or such Affiliate and the private resale of such
            shares by Deutsche or such Affiliate, substantially similar to private
placement purchase agreements customary for private placements of
equity securities, in form and substance commercially reasonably
satisfactory to Deutsche and Issuer, which Private Placement Agreement
shall include, without limitation, provisions substantially similar to
those contained in such private placement purchase agreements relating
to the indemnification of, and contribution in connection with the
liability of, Deutsche and its Affiliates and Issuer, shall provide for
the payment by Issuer of all expenses in connection with such resale,
including all fees and expenses of counsel for Deutsche, shall contain
representations, warranties and agreements of Issuer reasonably
necessary or advisable to establish and maintain the availability of an
exemption from the registration requirements of the Securities Act for
such resales, and shall use best efforts to provide for the delivery of
accountants comfort letters to Deutsche or such Affiliate with
respect to the financial statements and certain financial information
contained in or incorporated by reference into the offering memorandum
prepared for the resale of such Shares; and(D)
    
    Issuer agrees that any Delivered Securities so
delivered to Deutsche, (i) may be transferred by and among Deutsche and
its Affiliates, and Issuer shall effect such transfer without any
further action by Deutsche and (ii) after the minimum holding period
within the meaning of Rule 144(d) under the Securities Act has elapsed
with respect to such Delivered Securities, Issuer shall promptly
remove, or cause the transfer agent for such Shares or securities to
remove, any legends referring to any such restrictions or requirements
from such Delivered Securities upon delivery by Deutsche (or such
Affiliate of Deutsche) to Issuer or such transfer agent of sellers and
brokers representation letters customarily delivered by Deutsche in
connection with resales of restricted securities pursuant to Rule 144
under the Securities Act, without any further requirement for the
delivery of any certificate, consent, agreement, opinion of counsel,
notice or any other document, any transfer tax stamps or payment of any
other amount or any other action by Deutsche (or such affiliate of
Deutsche), in each case except to the extent reasonably requested by
Issuer following a change in the Securities Act or rules, regulations
or the SECs interpretations thereunder and to the extent necessary to
ensure compliance by Issuer or Deutsche with applicable securities
laws.
 (iv)
    
    For the avoidance of doubt (and notwithstanding anything
herein, in the Agreement or otherwise to the contrary), Issuer may deliver
Delivered Securities which are unregistered under the Securities Act.
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(c)
    
    Make-whole. If Issuer makes the election described in clause (b)(i)(B) of
paragraph (b) of this Section 8, then Deutsche or its affiliate may sell such Shares or
Share Termination Delivery Units, as the case may be, during a period (the Resale
Period) commencing on the Exchange Business Day following delivery of such Shares or
Share Termination Delivery Units, as the case may be, and ending on the Exchange
Business Day on which Deutsche completes the sale of all such Shares or Share
Termination Delivery Units, as the case may be, or a sufficient number of Shares or
Share Termination Delivery Units, as the case may be, so that the realized net proceeds
of such sales exceed the Freely Tradeable Value (such amount of the Freely Tradeable
Value, the Required Proceeds). Deutsche shall in the case of any such sale use its
best efforts acting in good faith so as to complete any such sale as expeditiously as
possible and to obtain an amount or amounts which equal or exceed the Required
Proceeds. If any of such delivered Shares or Share Termination Delivery Units remain
after such realized net proceeds exceed the Required Proceeds, Deutsche shall return
such remaining Shares or Share Termination Delivery Units to Issuer. If the Required
Proceeds exceed the realized net proceeds from such resale, Issuer shall transfer to
Deutsche by the open of the regular trading session on the Exchange on the Exchange
Trading Day immediately following the last day of the Resale Period the amount of such
excess (the Additional Amount) in cash or in a number of additional Shares
(Make-whole Shares) in an amount that, based on the Relevant Price on the last day of
the Resale Period (as if such day was the Valuation Date for purposes of computing
such Relevant Price), has a dollar value equal to the Additional Amount; and provided
that the Issuer shall determine, in its sole discretion, whether to deliver cash or
such Make-whole Shares. The Resale Period shall continue to enable the sale of the
Make-whole Shares in the manner contemplated by this Section 8(c). This provision
shall be applied successively until the Additional Amount is equal to zero, subject to
Section 8(e).(d)
    
    Beneficial Ownership. Notwithstanding anything to the contrary in the Agreement
or this Confirmation, in no event shall Deutsche be entitled to receive, or shall be
deemed to receive, any Shares if, upon such receipt of such Shares, the beneficial
ownership (within the meaning of Section 13 of the Exchange Act and the rules
promulgated thereunder) of Shares by Deutsche or any entity that directly or indirectly
controls Deutsche (collectively, Buyer Group) would be equal to or greater than 9% or
more of the outstanding Shares. If any delivery owed to Deutsche hereunder is not
made, in whole or in part, as a result of this provision, Issuers obligation to make
such delivery shall not be extinguished and Issuer shall make such delivery as promptly
as practicable after, but in no event later than one Exchange Business Day after,
Deutsche gives notice to Issuer that such delivery would not result in Buyer Group
directly or indirectly so beneficially owning in excess of 9% of the outstanding
Shares.(e)
    
    Limitations on Settlement by Issuer. Notwithstanding anything herein or in the
Agreement to the contrary, in no event shall Issuer be required to deliver Shares in
connection with the Transaction in excess of 4,983,297 Shares (the Capped Number), as
such number may be adjusted for Share splits or Share combinations. Issuer represents
and warrants (which shall be deemed to be repeated on each day that the Transaction is
outstanding) that the Capped Number is equal to or less than the number of authorized
but unissued Shares of the Issuer that are not reserved for future issuance in
connection with transactions in the Shares (other than the Transaction) on the date of
the determination of the Capped Number (such Shares, the Available Shares). In the
event Issuer shall not have delivered the full number of Shares otherwise deliverable
as a result of this Section 8(e) (the resulting deficit, the Deficit Shares), Issuer
shall be continually obligated to deliver, from time to time until the full number of
Deficit Shares have been delivered pursuant to this paragraph, Shares when, and to the
extent, that (i) Shares are repurchased, acquired or otherwise received by Issuer or
any of its subsidiaries after the Trade Date (whether or not in exchange for cash, fair
value or any other consideration), (ii) authorized and unissued Shares reserved for
issuance in respect of other transactions prior to such date which prior to the
relevant date become no longer so reserved and (iii) Issuer additionally authorizes and
unissued Shares that are not reserved for other transactions. Issuer shall immediately
notify Deutsche of the occurrence
 14




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##### 



of any of the foregoing events (including the number of Shares subject to clause
(i), (ii) or (iii) and the corresponding number of Shares to be delivered) and
promptly deliver such Shares thereafter.(f)
    
    Right to Extend. Deutsche may postpone any Exercise Date or any other date of
valuation or delivery with respect to some or all of the relevant Warrants (in which
event the Calculation Agent shall make appropriate adjustments to the Number of Shares
to be Delivered with respect to one or more Components), if Deutsche determines, in its
reasonable discretion, and with the prior written consent of Issuer (such consent not
to be unreasonably withheld) that such extension is reasonably necessary or appropriate
to preserve Deutsches hedging or hedge unwind activity hereunder in light of existing
liquidity conditions or to enable Deutsche to effect purchases of Shares in connection
with its hedging, hedge unwind or settlement activity hereunder in a manner that would,
if Deutsche were Issuer or an affiliated purchaser of Issuer, be in compliance with
applicable legal, regulatory or self-regulatory requirements, or with related policies
and procedures applicable to Deutsche.(g)
    
    Equity Rights. Deutsche acknowledges and agrees that this Confirmation is not
intended to convey to it rights with respect to the Transaction that are senior to the
claims of common stockholders in the event of Issuers bankruptcy. For the avoidance
of doubt, the parties agree that the preceding sentence shall not apply at any time
other than during Issuers bankruptcy to any claim arising as a result of a breach by
Issuer of any of its obligations under this Confirmation or the Agreement. For the
avoidance of doubt, the parties acknowledge that this Confirmation is not secured by
any collateral that would otherwise secure the obligations of Issuer herein under or
pursuant to any other agreement.(h)
    
    Amendments to Equity Definitions and the Agreement. The following amendments
shall be made to the Equity Definitions and to the Agreement:
 (i)
    
    The first sentence of Section 11.2(c) of the Equity
Definitions, prior to clause (A) thereof, is hereby amended to read as follows:
(c) If Calculation Agent Adjustment is specified as the Method of Adjustment
in the related Confirmation of a Share Option Transaction, then following the
announcement or occurrence of any Potential Adjustment Event, the Calculation
Agent will determine whether such Potential Adjustment Event has a dilutive or
concentrative effect on the theoretical value of the relevant Shares or options
on the Shares and, if so, will (i) make appropriate adjustment(s), if any, to
any one or more of: and, the portion of such sentence immediately preceding
clause (ii) thereof is hereby amended by deleting the words diluting or
concentrative and the words (provided that no adjustments will be made to
account solely for changes in volatility, expected dividends, stock loan rate
or liquidity relative to the relevant Shares) and replacing such latter
phrase with the words (and, for the avoidance of doubt, adjustments may be
made to account solely for changes in volatility, Extraordinary Dividends
(within the meaning of this Confirmation) or liquidity relative to the relevant
Shares);(ii)
    
    Section 12.6(a)(ii) of the Equity Definitions is hereby amended
by (1) deleting from the fourth line thereof the word or after the word
official and inserting a comma therefor, and (2) deleting the semi-colon at
the end of subsection (B) thereof and inserting the following words therefor
or (C) at Deutsches option, the occurrence of any of the events specified in
Section 5(a)(vii) (1) through (9) of the ISDA Master Agreement with respect to
that Issuers
 15




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##### 



(iii)
    
    Section 12.9(b) of the Equity Definitions is hereby amended by
(1) replacing the word two with three in the third line of clause (i),
fourth to last line of clause (ii), third line of clause (iii), eighth line of
clause (iv), fourth line of clause (v) and fifth line of clause (vi) and (2)
replacing the word second with third in the ninth and tenth lines of clause
(vi).
 (i)
    
    Agreement in Respect of Termination Amounts. Notwithstanding any term or
provision in this Confirmation, the Equity Definitions or the Agreement, but without
limiting Section 8(p)(iii) of this Confirmation, in determining any amounts payable in
respect of the termination or cancellation of the Transaction pursuant to Section 6 of
the Agreement or Article 12 of the Equity Definitions, the Calculation Agent shall
make such determination without regard to (i) changes to costs of funding, stock loan
rates or expected dividends, or (ii) losses or costs incurred in connection with
terminating, liquidating or reestablishing any hedge related to the Transaction (or any
gain resulting from any of them).(j)
    
    Transfer and Assignment. Deutsche may transfer or assign its rights and
obligations hereunder and under the Agreement, in whole or in part, at any time to any
person or entity whatsoever with the consent of Issuer, provided that such consent will
not be unreasonably withheld.(k)
    
    Disclosure. Effective from the date of commencement of discussions concerning
the Transaction, Issuer and each of its employees, representatives, or other agents may
disclose to any and all persons, without limitation of any kind, the tax treatment and
tax structure of the Transaction and all materials of any kind (including opinions or
other tax analyses) that are provided to Issuer relating to such tax treatment and tax
structure.(l)
    
    Designation by Deutsche. Notwithstanding any other provision in this
Confirmation to the contrary requiring or allowing Deutsche to purchase, sell, receive
or deliver any Shares or other securities to or from Issuer, Deutsche may designate any
of its affiliates to purchase, sell, receive or deliver such shares or other securities
and otherwise to perform Deutsche obligations in respect of the Transaction and any
such designee may assume such obligations. Deutsche shall be discharged of its
obligations to Issuer to the extent of any such performance and shall not be discharged
at any time prior thereto..(m)
    
    No Netting and Set-off. Multiple Transaction Payment Netting and the
provisions of Section 6(f) of the Agreement shall not apply. Each party waives any and
all rights it may have to set-off delivery or payment obligations it owes to the other
party under the Transaction against any delivery or payment obligation owed to it by
the other party, whether arising under the Agreement, under any other agreement between
the parties thereto, by operation or law or otherwise.(n)
    
    Additional Termination Event. If Deutsche reasonably determines that it is
advisable to terminate a portion of the Transaction so that Deutsches related hedging
activities will comply with applicable securities laws, rules or regulations, an
Additional Termination Event shall occur in respect of which (1) Issuer shall be the
sole Affected Party and (2) the Transaction shall be the sole Affected Transaction.(o)
    
    Effectiveness. If, prior to the Effective Date, Deutsche reasonably determines
that it is advisable to cancel the Transaction because of concerns that Deutsches
related hedging activities could be viewed as not complying with applicable securities
laws, rules or regulations, the Transaction shall
 16




---



##### 



be cancelled and shall not become effective, and neither party shall have any
obligation to the other party in respect of the Transaction.(p)
    
    Amendments to the Agreement. Notwithstanding any term or provision contained
in the Agreement, (i) at any time prior to April 15, 2012 no Potential Event of Default
or Event of Default shall apply with respect to Issuer as a defaulting party, and no
Termination Event shall apply with respect to Issuer as an Affected Party, in each and
any such case, except to the extent any such Event of Default or Termination Event
results in the occurrence and continuance of an Additional Termination Event (as
specified in this Confirmation) or an Extraordinary Event elected as being applicable
in this Confirmation, and Issuer shall have no Specified Entities or Credit Support
Providers for purposes of the Agreement and this Transaction; (ii) without limiting the
generality of the foregoing, and within the time period and subject to the other
conditions specified in clause (i), the Events of Default specified in Sections 5(a)
(ii) (except to the extent that any violation of any such agreement or delivery
obligation described therein or in this Confirmation would reasonably be expected to
have a material adverse effect on the ability of Issuer to perform its delivery
obligations under this Transaction), (iii), (iv) (except to the extent any
misrepresentation made under this Confirmation or under the Agreement would reasonably
be expected to have a material adverse effect on the ability of Issuer to perform its
obligations under this Transaction), (v), or (vi) of the Agreement, and the
Termination Events specified in the Agreement, shall not apply with respect to Issuer;
and (iii) with respect to any early termination of all or any portion of this
Transaction for any reason pursuant to the terms of this Confirmation, the Equity
Definitions and/or the Agreement, and additionally notwithstanding any term or
provision in the Equity Definitions, (A) any amount payable (or to be payable) by
either party hereto to the other party hereto arising as a result of such early
termination (including any costs resulting from unwinding hedging transactions) shall
be determined in good faith and in a commercially reasonable manner and (B) without
limiting the foregoing, the party determining the amount of any such payment (whether
Deutsche, Issuer or the Calculation Agent) shall (1) utilize commercially reasonable
procedures and methodologies so as to produce a commercially reasonable determination
of such amount, and (2) disclose in reasonable detail the material information utilized
(or to be utilized) by such party in making such determination.(q)
    
    Method of Delivery. Whenever delivery of funds or other assets is required
hereunder by or to Counterparty, such delivery shall be effected through Agent. In
addition, all notices, demands and communications of any kind relating to the
Transaction between Deutsche and Counterparty shall be transmitted exclusively through
Agent.(r)
    
    Waiver of Trial by Jury. EACH OF ISSUER AND BUYER HEREBY IRREVOCABLY WAIVES
(ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS
STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
(WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE
TRANSACTION OR THE ACTIONS OF BUYER OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE
OR ENFORCEMENT HEREOF.(s)
    
    Governing Law. THIS CONFIRMATION SHALL BE GOVERNED BY THE LAWS OF THE STATE OF
NEW YORK. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE
COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES COURT FOR THE SOUTHERN DISTRICT
OF NEW YORK IN CONNECTION WITH ALL MATTERS RELATING HERETO AND WAIVE ANY OBJECTION TO
THE LAYING OF VENUE IN, AND ANY CLAIM OF INCONVENIENT FORUM WITH RESPECT TO, THESE
COURTS.
 17




---



##### 



DEUTSCHE BANK AG LONDON
 By:Name:Title:By:Name:Title:
 DEUTSCHE BANK SECURITIES INC.
 By:Name:Title:By:Name:Title:
  PARKER DRILLING COMPANY
 By:Name:Title:
 18




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##### 



Annex A
  Component Number
    
    Number of Warrants
    
    Expiration Date1.
    
    
    27,684
    
    
    
    October 15, 20122.
    
    
    27,684
    
    
    
    October 16, 20123.
    
    
    27,684
    
    
    
    October 17, 20124.
    
    
    27,684
    
    
    
    October 18, 20125.
    
    
    27,684
    
    
    
    October 19, 20126.
    
    
    27,684
    
    
    
    October 22, 20127.
    
    
    27,684
    
    
    
    October 23, 20128.
    
    
    27,684
    
    
    
    October 24, 20129.
    
    
    27,684
    
    
    
    October 25, 201210.
    
    
    27,684
    
    
    
    October 26, 201211.
    
    
    27,684
    
    
    
    October 29, 201212.
    
    
    27,684
    
    
    
    October 30, 201213.
    
    
    27,684
    
    
    
    October 31, 201214.
    
    
    27,684
    
    
    
    November 1, 201215.
    
    
    27,684
    
    
    
    November 2, 201216.
    
    
    27,684
    
    
    
    November 5, 201217.
    
    
    27,684
    
    
    
    November 6 201218.
    
    
    27,684
    
    
    
    November 7, 201219.
    
    
    27,684
    
    
    
    November 8, 201220.
    
    
    27,684
    
    
    
    November 9, 201221.
    
    
    27,684
    
    
    
    November 12, 201222.
    
    
    27,684
    
    
    
    November 13, 201223.
    
    
    27,684
    
    
    
    November 14, 201224.
    
    
    27,684
    
    
    
    November 15, 201225.
    
    
    27,684
    
    
    
    November 16, 201226.
    
    
    27,684
    
    
    
    November 19, 201227.
    
    
    27,684
    
    
    
    November 20, 201228.
    
    
    27,684
    
    
    
    November 21, 201229.
    
    
    27,684
    
    
    
    November 23, 201230.
    
    
    27,684
    
    
    
    November 26, 201231.
    
    
    27,684
    
    
    
    November 27, 201232.
    
    
    27,684
    
    
    
    November 28, 201233.
    
    
    27,684
    
    
    
    November 29, 201234.
    
    
    27,684
    
    
    
    November 30, 201235.
    
    
    27,684
    
    
    
    December 3, 201236.
    
    
    27,684
    
    
    
    December 4, 201237.
    
    
    27,684
    
    
    
    December 5, 201238.
    
    
    27,684
    
    
    
    December 6, 201239.
    
    
    27,684
    
    
    
    December 7, 201240.
    
    
    27,684
    
    
    
    December 10, 201241.
    
    
    27,684
    
    
    
    December 11, 201242.
    
    
    27,684
    
    
    
    December 12, 201243.
    
    
    27,684
    
    
    
    December 13, 201244.
    
    
    27,684
    
    
    
    December 14, 201245.
    
    
    27,684
    
    
    
    December 17, 201246.
    
    
    27,684
    
    
    
    December 18, 201247.
    
    
    27,684
    
    
    
    December 19, 201248.
    
    
    27,684
    
    
    
    December 20, 2012
 19




---



##### 



Component Number
    
    Number of Warrants
    
    Expiration Date49.
    
    
    27,684
    
    
    
    December 21, 201250.
    
    
    27,684
    
    
    
    December 24, 201251.
    
    
    27,684
    
    
    
    December 26, 201252.
    
    
    27,684
    
    
    
    December 27, 201253.
    
    
    27,684
    
    
    
    December 28, 201254.
    
    
    27,684
    
    
    
    December 31, 201255.
    
    
    27,684
    
    
    
    January 2, 201356.
    
    
    27,684
    
    
    
    January 3, 201357.
    
    
    27,684
    
    
    
    January 4, 201358.
    
    
    27,684
    
    
    
    January 7, 201359.
    
    
    27,684
    
    
    
    January 8, 201360.
    
    
    27,684
    
    
    
    January 9, 201361.
    
    
    27,684
    
    
    
    January 10, 201362.
    
    
    27,684
    
    
    
    January 11, 201363.
    
    
    27,684
    
    
    
    January 14, 201364.
    
    
    27,684
    
    
    
    January 15, 201365.
    
    
    27,684
    
    
    
    January 16, 201366.
    
    
    27,684
    
    
    
    January 17, 201367.
    
    
    27,684
    
    
    
    January 18, 201368.
    
    
    27,684
    
    
    
    January 22, 201369.
    
    
    27,684
    
    
    
    January 23, 201370.
    
    
    27,684
    
    
    
    January 24, 201371.
    
    
    27,684
    
    
    
    January 25, 201372.
    
    
    27,684
    
    
    
    January 28, 201373.
    
    
    27,684
    
    
    
    January 29, 201374.
    
    
    27,684
    
    
    
    January 30, 201375.
    
    
    27,684
    
    
    
    January 31, 201376.
    
    
    27,684
    
    
    
    February 1, 201377.
    
    
    27,684
    
    
    
    February 4, 201378.
    
    
    27,684
    
    
    
    February 5, 201379.
    
    
    27,684
    
    
    
    February 6, 201380.
    
    
    27,684
    
    
    
    February 7, 201381.
    
    
    27,684
    
    
    
    February 8, 201382.
    
    
    27,684
    
    
    
    February 11, 201383.
    
    
    27,684
    
    
    
    February 12, 201384.
    
    
    27,684
    
    
    
    February 13, 201385.
    
    
    27,684
    
    
    
    February 14, 201386.
    
    
    27,684
    
    
    
    February 15, 201387.
    
    
    27,684
    
    
    
    February 19, 201388.
    
    
    27,684
    
    
    
    February 20, 201389.
    
    
    27,684
    
    
    
    February 21, 201390.
    
    
    27,773
    
    
    
    February 22, 2013
 20