such Person qualifies as an “Excluded Subsidiary”, in each case (with respect to the foregoingclauses (i) and (ii)), as a result of a transaction permitted hereunder.”     **SECTION 4.**Representations and Warranties, Etc. To induce the Lenders and L/C Issuersto enter into this Amendment, the Borrower represents and warrants to the Administrative Agent,each L/C Issuer and the Lenders that as of the date hereof (giving effect to Section 2 hereof):     (a) each of the representations and warranties by the Borrower contained in the CreditAgreement and in the other Loan Documents are true and correct on and as of the date hereof in allmaterial respects as though made as of the date hereof, except those that by their terms relatesolely as to an earlier date, in which event they shall be true and correct on and as of suchearlier date;     (b) the execution, delivery and performance of this Amendment has been duly authorized by allrequisite organizational action on the part of the Borrower;     (c) the Credit Agreement and each other Loan Document constitute valid and legally bindingagreements enforceable against each Loan Party that is a party thereto in accordance with theirrespective terms, except as such enforceability may be limited by applicable bankruptcy,insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to oraffecting creditors’ rights generally and by general principles of equity, regardless of whetherconsidered in a proceeding in equity or at law; and     (d) no Default or Event of Default exists under the Credit Agreement or any of the other LoanDocuments.     **SECTION 5.**Ratification. The Borrower hereby ratifies and confirms, as of theEffective Date, (a) the covenants and agreements contained in each Loan Document to which it is aparty, including, in each case, as such covenants and agreements may be modified by this Amendmentand the transactions contemplated thereby and (b) all of the Obligations under the Credit Agreementand the other Loan Documents. This Amendment is an amendment to the Credit Agreement, and theCredit Agreement as amended hereby, is hereby ratified, approved and confirmed in each and everyrespect.     **SECTION 6.**Effectiveness. This Amendment shall become effective as of the EffectiveDate when all of the conditions set forth in this Section have been satisfied.     (a) The Administrative Agent shall have received duly executed counterparts of this Amendmentfrom the Borrower, the Administrative Agent, each L/C Issuer, the Syndication Agent, theDocumentation Agent and each Lender; and     (b) The Administrative Agent shall have received (i) all reasonable out-of-pocket fees, costsand expenses incurred in connection with the negotiation, preparation, execution and delivery ofthis Amendment and related documents (including the fees, charges and disbursements of counsel tothe Administrative Agent), and (ii) all other fees, costs and expenses due and payable pursuant toSection
 

 
10.04 of the Credit Agreement, in each case under either clause (i) or (ii) above, to the extentthen invoiced.     **SECTION 7.**Governing Law; Severability; Integration. THIS AMENDMENT SHALL BE GOVERNEDBY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. If any provision of thisAmendment or any other Loan Document is held to be illegal, invalid or unenforceable, (a) thelegality, validity and enforceability of the remaining provisions of this Amendment and the otherLoan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in goodfaith negotiations to replace the illegal, invalid or unenforceable provisions with validprovisions the economic effect of which comes as close as possible to that of the illegal, invalidor unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall notinvalidate or render unenforceable such provision in any other jurisdiction. This Amendment and theother Loan Documents constitute the entire contract among the parties relating to the subjectmatter hereof and supersede any and all previous agreements and understandings, oral or written,relating to the subject matter hereof.     **SECTION 8.**Execution in Counterparts. This Amendment may be executed by the partieshereto in several counterparts (and by different parties hereto in different counterparts), each ofwhich shall constitute an original and all of which when taken together shall constitute a singledocument.     **SECTION 9.**Successors and Assigns. This Amendment shall be binding upon and inure tothe benefit of the parties hereto and their respective permitted successors and assigns;provided, however, that (a) the Borrower may not assign or transfer its rights orobligations hereunder without the prior written consent of the Administrative Agent and eachLender; and (b) the rights of sale, assignment and transfer of the Lenders are subject to Section10.06 of the Credit Agreement.     **SECTION 10.**Miscellaneous. (a) On and after the effectiveness of this Amendment, eachreference in each Loan Document to “the Credit Agreement”, “thereunder”,“thereof” or words of like import referring to the Credit Agreement shall mean and be areference to the Credit Agreement as amended or otherwise modified by this Amendment; (b) theexecution, delivery and effectiveness of this Amendment shall not, except as expressly providedherein, operate as a waiver of any default of the Borrower or any right, power or remedy of theAdministrative Agent, the L/C Issuers, the Syndication Agent, the Documentation Agent or theLenders under any of the Loan Documents, nor constitute a waiver of any provision of any of theLoan Documents; (c) this Amendment is a Loan Document executed pursuant to the Credit Agreement andshall (unless otherwise expressly indicated therein) be construed, administered and applied inaccordance with the terms and provisions of the Credit Agreement; and (d) a facsimile signature ofany party hereto shall be deemed to be an original signature for purposes of this Amendment.     **SECTION 11. ENTIRE AGREEMENT. THlS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINALAGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,OR SUBSEQUENT ORAL AGREEMENTS OF THE**
 

 
**PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.**[Remainder of Page Left Intentionally Blank]
 

 
*IN WITNESS WHEREOF,*the parties hereto have caused this Amendment to be duly executed as ofthe date first above written.      **PARKER DRILLING COMPANY**