AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

Exhibits

Exhibit A   -      Pricing Grid

Exhibit B    -                Form of Amended and Restated Demand Note

THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “ Agreement ”)   is made and entered into as of March 10, 2006, by and between RPC, INC., a Delaware corporation (the “ Borrower ”) and SUNTRUST BANK, a Georgia banking corporation (the “ Lender ”).

WHEREAS, the Borrower and the Lender entered into that certain Credit Agreement dated as of March 19, 2003 (the “ Original Agreement ”) pursuant to which the Lender established a $25,000,000 credit facility in favor of the Borrower;

WHEREAS, the Borrower has requested that the Lender increase the credit facility from $25,000,000 to $50,000,000; and

WHEREAS, the Borrower and the Lender have agreed to increase the amount of the facility on an uncommitted basis, to amend the Original Agreement in certain other respects, and to restate the Original Agreement in its entirety as so increased and amended.

NOW, THEREFORE , in consideration of the premises and the mutual covenants herein contained, the Borrower and the Lender agree as follows:

Section 1.01    Definitions . In addition to the other terms defined herein, the following terms used herein shall have the meanings herein specified (to be equally applicable to both the singular and plural forms of the terms defined):

“ Adjusted LIBO Rate ” shall mean, with respect to each Interest Period for a Eurodollar Loan, the rate per annum obtained by dividing (i) LIBOR for such Interest Period by (ii) a percentage equal to 1.00 minus the Eurodollar Reserve Percentage.

“ Applicable Margin ” shall mean, with respect to all Eurodollar Loans outstanding on any date, the percentage determined by reference to the applicable Total Funded Debt to EBITDA Ratio in effect on such date as set forth on Exhibit A attached hereto.

“ Base Rate” shall mean the higher of (i) the per annum rate which the Lender publicly announces from time to time to be its prime lending rate, as in effect from time to time, and (ii) the Federal Funds Rate, as in effect from time to time, plus one-half of one percent (0.50%). The Lender’s prime lending rate is a reference rate and does not necessarily

represent the lowest or best rate charged to customers. The Lender may make commercial loans or other loans at rates of interest at, above or below the Lender’s prime lending rate. Each change in the Lender’s prime lending rate shall be effective from and including the date such change is publicly announced as being effective.

“ Borrower” shall have the meaning in the introductory paragraph hereof.

“ Business Day” shall mean (i) any day other than a Saturday, Sunday or other day on which commercial banks in Atlanta, Georgia are authorized or required by law to close and (ii) if such day relates to a borrowing of, a payment or prepayment of principal or interest on, a conversion of or into, or an Interest Period for, a Eurodollar Loan or a notice with respect to any of the foregoing, any day on which dealings in Dollars are carried on in the London interbank market.

“ Capital Lease Obligations” shall mean all obligations to pay rent or other amounts under any lease (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“ Change In Law ” shall mean (i) the adoption of any applicable law, rule or regulation after the date of this Agreement or (ii) any change of any applicable law, rule or regulation that occurs after the date of this Agreement.

“ Consolidated EBITDA ” shall mean, for the Borrower and its Subsidiaries for any period, an amount equal to the sum of (a) Consolidated Net Income for such period plus (b) to the extent deducted in determining Consolidated Net Income for such period, (i) Consolidated Interest Expense, (ii) income tax expense determined on a consolidated basis in accordance with GAAP, (iii) depreciation and amortization determined on a consolidated basis in accordance with GAAP and (iv) all other non-cash charges, determined on a consolidated basis in accordance with GAAP in each case for such period.

“ Consolidated Interest Expense” shall mean, for the Borrower and its Subsidiaries for any period, the sum of (i) total cash interest expense determined on a consolidated basis in accordance with GAAP, including without limitation the interest component of any payments in respect of Capital Lease Obligations capitalized or expensed during such period   (whether or not actually paid during such period)   plus (ii) the net amount payable (or minus the net amount receivable) under Hedging Agreements during such period (whether or not actually paid or received during such period).

“ Consolidated Net Income” shall mean, for the Borrower and its Subsidiaries for any period, the net income (or loss) of the Borrower and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, but excluding therefrom (to the extent otherwise included therein) (i) any extraordinary gains or losses, (ii) any gains attributable to write-ups of assets and (iii) any equity interest of the Borrower or any Subsidiary of the Borrower in the unremitted earnings of any Person that is not a Subsidiary and (iv) any income

(or loss) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with the Borrower or any Subsidiary on the date that such Person’s assets are acquired by the Borrower or any Subsidiary.

“ Consolidated Total Funded Debt ” shall mean, as of any date, all Indebtedness of the Borrower and its Subsidiaries described in the definition of “Indebtedness”, including, without limitation, all Loans.

“ Default” shall mean the Borrower’s failure to pay the Note on the Termination Date.

“ Dollar(s)” and the sign “ $ ” shall mean lawful money of the United States of America.

“ Eurodollar” when used in reference to any Loan, refers to whether such Loan bears interest at a rate determined by reference to the Adjusted LIBO Rate.

“ Eurodollar Reserve Percentage ” shall mean the aggregate of the reserve percentage (including, without limitation, any emergency, supplemental, special or other marginal reserves) expressed as a decimal (rounded upwards to the next 1/100 ^th of 1%) in effect on any day to which the Lender is subject with respect to the Adjusted LIBO Rate pursuant to regulations issued by the Board of Governors of the Federal Reserve System (or any Governmental Authority succeeding to any of its principal functions) with respect to eurocurrency funding (currently referred to as “eurocurrency liabilities” under Regulation D). Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to the Lender under Regulation D. The Eurodollar Reserve Percentage shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“ Facility” shall mean the $50,000, 000 line of credit established by the Lender to the Borrower on an uncommitted basis for the making of Loans and/or the issuance of Letters of Credit in the sole discretion of the Lender.

“ Federal Funds Rate” shall mean, for any day, the rate per annum (rounded upwards, if necessary, to the next 1/100 ^th of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with member banks of the Federal Reserve System arranged by Federal funds brokers, as published by the Federal Reserve Bank of New York on the next succeeding Business Day or if such rate is not so published for any Business Day, the Federal Funds Rate for such day shall be the average rounded upwards, if necessary, to the next 1/100th of 1% of the quotations for such day on such transactions received by the Lender from three Federal funds brokers of recognized standing selected by the Lender.

“ GAAP ” shall mean generally accepted accounting principles in the United States applied on a consistent basis and subject to the terms of Section 1.02 .

“ Governmental Authority ” shall mean the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“ Hedging Agreements ” shall mean interest rate swap, cap or collar agreements, interest rate future or option contracts, currency swap agreements, currency future or option contracts, commodity agreements and other similar agreements or arrangements designed to protect against fluctuations in interest rates, currency values or commodity values.

“ Indebtedness ” of any Person shall mean, without duplication (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds (excluding performance bonds), debentures, notes or other similar instruments, (iii) all obligations of such Person in respect of the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business; provided , that, trade payables overdue by more than 120 days shall be included in this definition except to the extent that any of such trade payables are being disputed in good faith and by appropriate measures), (iv) all obligations of such Person under any conditional sale or other title retention agreement(s) relating to property acquired by such Person, (v) all Capital Lease Obligations of such Person, (vi) all obligations, contingent or otherwise, of such Person in respect of letters of credit, acceptances or similar extensions of credit, (vii) all Guarantees of such Person of the type of Indebtedness described in clauses (i) through (v) above, (viii) all Indebtedness of a third party secured by any lien or other type of security interest on property owned by such Person, whether or not such Indebtedness has been assumed by such Person, (ix) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any common stock of such Person, (x) Off-Balance Sheet Liabilities, and (xi) all obligations under any Hedging Agreement.   The Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer, except to the extent that the terms of such Indebtedness provide that such Person is not liable therefor.

“ Interest Period” shall mean, with respect to any Eurodollar Loan, a period of one, two, three or six months, as the Borrower may request and the Lender may approve in its sole discretion; provided, that:  

(i)    the initial Interest Period for any such Loan shall commence on the date of such Loan and each Interest Period occurring thereafter in respect of such

Loan shall commence on the day on which the next preceding Interest Period expires;

(ii)    if any Interest Period would otherwise end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day, unless such Business Day falls in another calendar month, in which case such Interest Period would end on the next preceding Business Day; and

(iii)    any Interest Period which begins on the last Business Day of a calendar month or on a day for which there is no numerically corresponding day in the

calendar month at the end of such Interest Period shall end on the last Business Day of such calendar month.  

“ LC Disbursement ” shall mean a payment made by the Lender pursuant to a Letter of Credit.

“ LC Documents ” shall mean the Letters of Credit and all applications, agreements and instruments relating to the Letters of Credit.

“ LC   Exposure ” shall mean, at any time, the sum of (i) the aggregate undrawn amount of all outstanding Letters of Credit at such time, plus (ii) the aggregate amount of all LC Disbursements that have not been reimbursed by or on behalf of the Borrower at such time.

“ Letter of Credit ” shall mean any letter of credit issued pursuant to Section 2.09 by the Lender for the account of the Borrower under the Facility.

“ LIBOR ” shall mean, for any applicable Interest Period with respect to any Eurodollar Loan, the rate per annum for deposits in Dollars for a period equal to such Interest Period appearing on the display designated as Page 3750 on the Telerate Service (or such other page on that service or such other service designated by the British Bankers’ Association for the display of such Association’s Interest Settlement Rates for Dollar deposits) as of 11:00 a.m. (London, England time) on the day that is two Business Days prior to the first day of the Interest Period or if such Page 3750 is unavailable for any reason at such time, the rate which appears on the Reuters Screen ISDA Page as of such date and such time; provided , that if the Lender determines that the relevant foregoing sources are unavailable for the relevant Interest Period, LIBOR shall mean the rate of interest determined by the Lender to be the average (rounded upward, if necessary, to the nearest 1/100 ^th of 1%) of the rates per annum at which deposits in Dollars are offered to the Lender two (2) Business Days preceding the first day of such Interest Period by leading banks in the London interbank market as of 10:00 a. m. (Atlanta, Georgia time) for delivery on the first day of such Interest Period, for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Loan of the Lender.

     “ Loan ” shall mean a loan made by the Lender to the Borrower under the Facility, which may either be a Base Rate Loan or a Eurodollar Loan.

“ Loan Documents ” shall mean, collectively, this Agreement, the Note, the LC Documents, any Hedging Agreement between the Borrower and the Lender in connection with the Facility and any and all other instruments, agreements, documents and writings executed in connection with any of the foregoing.

“ Material Adverse Effect ” shall mean, with respect to any event, act, condition or occurrence of whatever nature (including any adverse determination in any litigation, arbitration, or governmental investigation or proceeding), whether singly or in conjunction with any other event or events, act or acts, condition or conditions, occurrence or occurrences whether or not related, a material adverse change in, or a material adverse effect on, (i) the business, results of operations, financial condition, assets, liabilities or prospects of the Borrower or of the Borrower

and its Subsidiaries taken as a whole, (ii) the ability of the Borrower to perform any of its obligations under the Loan Documents, (iii) the rights and remedies of the Lender under any of the Loan Documents or (iv) the legality, validity or enforceability of any of the Loan Documents.

“ Note ” shall mean the Amended and Restated Demand Note of the Borrower payable to the order of the Lender in substantially the form of Exhibit B .

“ Obligations ” shall mean all amounts owing by the Borrower to the Lender pursuant to or in connection with this Agreement or any other Loan Document, including without limitation, all principal, interest (including any interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), all reimbursement obligations, fees, expenses, indemnification and reimbursement payments, costs and expenses (including all fees and expenses of counsel to the Lender incurred pursuant to this Agreement or any other Loan Document), whether direct or indirect, absolute or contingent, liquidated or unliquidated, now existing or hereafter arising hereunder or thereunder, together with all renewals, extensions, modifications or refinancings thereof.

“ Off-Balance Sheet Liabilities ” of any Person shall mean (i) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (ii) any liability of such Person under any sale and leaseback transactions which do not create a liability on the balance sheet of such Person, (iii) any liability of such Person under any so-called “synthetic” lease transaction or (iv) any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person.

“ Payment Office ” shall mean the office of the Lender located at 303 Peachtree Street, N.E., Atlanta, Georgia 30308, or such other location as to which the Lender shall have given written notice to the Borrower.

“ Person ” shall mean any individual, partnership, firm, corporation, association, joint venture, limited liability company, trust or other entity, or any Governmental Authority.

“ Regulation D ” shall mean Regulation D of the Board of Governors of the Federal Reserve System, as the same may be in effect from time to time, and any successor regulations.

“ Requirement of Law ” for any Person shall mean the articles or certificate of incorporation and bylaws or other organizational or governing documents or such Person, and any law, treaty, rule or regulation, or determination of a Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“ Subsidiary ” shall mean, with respect to any Person (the “ parent ”), any corporation, partnership, joint venture, limited liability company, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated

financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, partnership, joint venture, limited liability company, association or other entity (i) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power, or in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (ii) that is, as of such date, otherwise controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. Unless otherwise indicated, all references to “Subsidiary” hereunder shall mean a Subsidiary of the Borrower.

“ Termination Date ” shall mean the date on which the Lender makes demand on the Borrower for payment of all amounts outstanding under this Agreement.

“ Total Funded Debt to EBITDA Ratio” shall mean, as of any date of determination, the ratio of (i) Consolidated Total Funded Debt as of such date to (ii) Consolidated EBITDA measured for the four fiscal quarter period ending on or immediately prior to such date.

Section 1.02    Accounting Terms and Determination . Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statement of the Borrower.

Section 2.01    Loans and Note . (a) Upon receipt of a written request for a Loan hereunder in accordance with Section 2.02, the Lender may in its sole discretion make such Loan to the Borrower; provided that the Lender shall have no obligation or commitment to make any Loan or to renew any Loan at the end of an applicable Interest Period, notwithstanding that the Lender may have previously renewed such Loan or any other Loan. If the Lender agrees to make the requested Loan, the Borrower may then elect either a Eurodollar Loan or a Base Rate Loan.

(b)      The Borrower’s obligation to pay the principal of, and interest on, the Loans shall be evidenced by the records of the Lender and by the Note. The entries made in such records and/or on the schedule annexed to the Note shall be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded;   provided , that the failure or delay of the Lender in maintaining or making entries into any such record or on such schedule or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans (both principal and unpaid accrued interest) in accordance with the terms of this Agreement.

Section 2.02    Procedure for Loans . The   Borrower   shall request a Loan from the Lender   prior to 10:00   a.m., Atlanta, Georgia time, on the requested   date of the   borrowing in

the case of a Base Rate Loan and two (2) Business Days prior to the date of borrowing in the case of a Eurodollar Loan . Such request shall include (i) the principal amount of such Loan and (ii) the duration of the Interest.Period (in the case of a Eurodollar Loan).

Section 2.03    Repayment of Loans . The outstanding principal amount of each   Loan shall be due and payable   (together with accrued and unpaid interest thereon) on the   earlier of the last day of the Interest Period applicable to such Loan or ON DEMAND.

Section 2.04    Interest on Loans; Letter of Credit Fee . (a) The Loans shall accrue interest (i) in the case of a Eurodollar Loan, at the   Adjusted LIBO Rate   plus the Applicable Margin or (ii) in the case of Base Rate Loan, at the applicable Base Rate. The Borrower agrees to pay interest on the earlier of (A) ON DEMAND or (B) with respect to a Eurodollar Loan, on the last day of the applicable Interest Period (provided that if any Interest Period exceeds 3 months, then interest will be payable on the last day of the third month after the first day of such Interest Period, and on the last day of such Interest Period) or with respect to a Base Rate Loan, on the last day of each calendar month. Should a Default occur, the Borrower shall pay interest at a default rate of the interest rate then in effect plus two percent (2%) per annum.

Section 2.05    Computation of Interest .  All computations of interest hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable (to the extent computed on the basis of days elapsed). Each determination by the Lender of an interest amount hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.  

Section 2.06    Increased Costs

(a)      If any Change in Law shall:

(i)    impose, modify or deem applicable any reserve, special deposit or similar requirement that is not otherwise included in the determination of the Adjusted LIBO Rate hereunder against assets of, deposits with or for the account of, or credit extended by, the Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate); or

(ii)    impose on the Lender or the eurodollar interbank market any other condition affecting this Agreement or any Eurodollar Loans made by the Lender;

and the result of the foregoing is to increase the cost to the Lender of making, continuing or maintaining a Eurodollar Loan or to increase the cost to the Lender of issuing any Letter of Credit or to reduce the amount received or receivable by the Lender hereunder (whether of

principal, interest or any other amount), then the Borrower shall promptly pay, upon written notice fro