SEVENTH AMENDMENT TO LOAN AGREEMENT
 Amendment CITBC Agent Wells Fargo (PNC) Section 12.4(b) Lender Lenders . Borrower Parent Holdings GWLLC Energy International Perfensa Murco Guarantors
 RECITALS
 Loan Agreement
 Revolving Note
 Section 13




---



##### 



AGREEMENT
 ARTICLE I  Definitions
 1.01
 ARTICLE II  Amendments and Agreements
 2.01 Amendment and Restatement of Definition of Final Maturity Date set forth in Section
10 of the Loan Agreement . Section 10
  Final Maturity Date
 2.02 Fee .




---



##### 



ARTICLE III  Conditions Precedent
 3.01 Conditions to Effectiveness
       Section 2.2
 ARTICLE IV  Ratifications, Representations and Warranties
 4.01 Ratifications




---



##### 



4.02 Representations and Warranties Credit Parties
 ARTICLE V  Miscellaneous Provisions
 5.01 Survival of Representations and Warranties
 5.02 Reference to Loan Agreement
 5.03 Expenses of Agent




---



##### 



5.04 Severabilitv
 5.05 Successors and Assigns
 5.06 Counterparts
 5.07 Effect of Waiver
 5.08 Headings
 5.09 Applicable Law
 5.10 Final Agreement
 5.11 Financing Statements
 5.12 Release by Borrower




---



##### 



RELEASED PARTIES
 5.13 Release by Guarantors Section 13 Guarantee Guarantees EACH GUARANTOR HEREBY
VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES THE RELEASED PARTIES, FROM ALL POSSIBLE
CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER,
KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR
CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS
AMENDMENT IS EXECUTED, WHICH THE GUARANTORS MAY NOW OR HEREAFTER HAVE AGAINST THE RELEASED PARTIES,
IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW
OR REGULATIONS, OR OTHERWISE, AND ARISING FROM ANY LOANS, INCLUDING, WITHOUT LIMITATION, ANY
CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE
HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE LOAN AGREEMENT OR
OTHER CREDIT DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT




---



##### 



[Remainder of page intentionally left blank; signature page follows]




---



##### 



BORROWER:
GREY WOLF DRILLING COMPANY L.P.By:
    Grey Wolf Holdings Company,its general partnerBy:
    /s/ David W. WehlmannDavid W. WehlmannExecutive Vice President and
Chief Financial OfficerGUARANTORS:
GREY WOLF, INC.
GREY WOLF HOLDINGS COMPANY
GREY WOLF LLC
DI ENERGY, INC.
GREY WOLF INTERNATIONAL, INC.
DI/PERFENSA INC.
MURCO DRILLING CORPORATIONBy:
    /s/ David W. WehlmannDavid W. WehlmannExecutive Vice President and
Chief Financial Officer of each of the
foregoing entities




---



##### 



LENDERS:
THE CIT GROUP/BUSINESS CREDIT, INC.
as Agent and LenderBy:
    /s/ Robyn PingreeName:
    Robyn PingreeTitle:
    Vice PresidentRevolving Loan Commitment: $40,000,000




---



##### 



WELLS FARGO FOOTHILL, INC., formerly known as
Foothill Capital Corporation,
as LenderBy:
    /s/ Yelena KravchukName:
    Yelena KravchukTitle:
    Vice PresidentRevolving Loan Commitment: $35,000,000




---



##### 



PNC BANK, NATIONAL ASSOCIATION, as LenderBy:
    /s/ E. Niki StoneName:
    E. Niki StoneTitle:
    Vice PresidentRevolving Loan Commitment: $25,000,000