CONSENT AND SECOND AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.2

CONSENT AND SECOND AMENDMENT TO CREDIT AGREEMENT

     THIS CONSENT AND SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of January 15, 2010, but effective as of the Effective Date (as hereinafter defined) other than Section 2(c) of this Amendment which is made effective as of September 30, 2009, is entered into by and among XXXXXX DRILLING COMPANY, a Delaware corporation (the “Borrower”), each lender from time to time party to the Credit Agreement defined below (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent and an L/C Issuer, and ABN AMRO BANK N.V., as Documentation Agent.

W I T N E S S E T H:

     WHEREAS, the Borrower, the Lenders, the L/C Issuers, the Administrative Agent, the Syndication Agent and the Documentation Agent have entered into that certain Credit Agreement, dated as of May 15, 2008, by and among the Borrower, the Lenders, the L/C Issuer, the Administrative Agent, the Syndication Agent and the Documentation Agent, as amended by that certain Amendment to Credit Agreement, dated as of June 30, 2008 but effective as of May 15, 2008, by and among the Borrower, the Lenders, the L/C Issuers, the Administrative Agent, the Syndication Agent and the Documentation Agent (as so amended and as may be further amended, restated, supplemented or otherwise modified, the “Credit Agreement”);

     WHEREAS, the Borrower has advised the Administrative Agent, the L/C Issuers and the Lenders that it intends to undertake the following series of related transactions: (a) the transfer and assignment by Xxxxxx Drilling Company of all of its shares in DGH, Inc., a Texas corporation (“DGH”), directly or indirectly to PD Offshore Holdings CV (“CV1”), a Foreign Subsidiary, or PD Selective Holdings CV, a Foreign Subsidiary (“CV2”), (b) the transfer and assignment by the Borrower of all of its shares in Xxxxxx Drilling Company International Limited, a Nevada corporation (“PDCIL”), directly or indirectly to CV1 or CV2, (c) the transfer and assignment by Xxxxxx Drilling Company of all of its shares in Selective Drilling Corporation, an Oklahoma corporation (“Selective Drilling”), directly or indirectly to CV1 or CV2, (d) the transfer and assignment by Xxxxxx Drilling Company of all of its member interests in Universal Rig Service LLC, a Delaware limited liability company (“Universal”, and collectively with PDCIL, DGH and Selective Drilling, the “Reorganized Released Guarantors”), directly or indirectly to CV1 or CV2, and (e) the transfer and assignment by Xxxxxx-VSE, Inc. of all of its common shares and Class A shares in Xxxxxx Drilling Company Eastern Hemisphere, Ltd., an Oklahoma corporation (“Eastern Hemisphere” and collectively with the Reorganized Released Guarantors, the “Reorganized Subsidiaries”), directly or indirectly to CV1 or CV2 (such actions described in the foregoing clauses (a) through (e) with respect to any one Reorganized Subsidiary, a “Subsidiary Restructuring” and all such actions, collectively, the “Restructuring”);

     WHEREAS, the Borrower has further advised the Administrative Agent, the L/C Issuers and the Lenders that in accordance with Section 7.07 of the Credit Agreement, and as permitted by Sections 7.03(d)(ii) and 7.03(g) of the Credit Agreement, it intends to issue new senior notes in an aggregate principal amount of $300,000,000 (the “New Senior Notes”), the proceeds of which shall be used to refinance, via repurchase or redemption, the Senior Notes (as defined

under the Credit Agreement in effect as of the date hereof) (all such actions, the “Senior Debt Refinancing”) and for other general corporate purposes permitted by the Credit Agreement;

     WHEREAS, the terms of the indenture in respect of the New Senior Notes proposed as of the date hereof (the “New Notes Indenture”) will not require certain Domestic Subsidiaries of the Borrower to guaranty the obligations of the Borrower under the New Notes Indenture;

     WHEREAS, the Borrower has requested that the Administrative Agent, the L/C Issuers and the Lenders evidence their consent to the Restructuring, make certain modifications to the Credit Agreement, release certain Guarantors and Collateral from being subject to the terms and provisions of the Subsidiary Guaranty and Collateral Documents and permit the Administrative Agent to enter into certain amendments and other modifications to other Loan Documents more particularly described below in order to permit the Borrower to effectuate the Restructuring and the Senior Debt Refinancing;

     WHEREAS, the undersigned Administrative Agent, the L/C Issuers and Lenders are willing to agree to such Restructuring and modifications to the Credit Agreement and permit such release of Guarantors and Collateral and such amendments, on the terms and conditions set forth herein; and

     WHEREAS, the parties hereto intend to consent to certain actions of the Borrower as required under the provisions of the Credit Agreement and amend certain provisions of the Credit Agreement as set forth herein.

     NOW THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, the parties hereto agree as follows:

     SECTION 1. Definitions. Unless otherwise defined in this Amendment, each capitalized term used in this Amendment has the meaning assigned to such term in the Credit Agreement.

     SECTION 2. Amendment of the Credit Agreement.

     (a) Section 1.01 of the Credit Agreement is amended by adding each of the following new definitions in the appropriate alphabetical order:

     “Alaskan Rigs” means, collectively, those two drilling rigs under construction as of January 1, 2010 by Xxxxxx Technology, Inc. in Vancouver, Washington to be owned and operated by the Borrower or one or more of its Subsidiaries in Alaska pursuant to the terms of the BP Contract.

     “BP Contract” means that certain Drilling Rig Master Services Contract, dated as of July 17, 2008, by and between Xxxxxx Drilling Arctic Operating, Inc. and BP Exploration (Alaska) Inc. with respect to utilization of new build arctic drilling and workover/completion rigs and other necessary equipment, materials, supplies and services to drill, workover and/or complete xxxxx at the North Slope locations designated by BP Exploration (Alaska) Inc.

     (b) Section 1.01 of the Credit Agreement is further amending and restating each of the following definitions in their entirety with the following new definitions in lieu thereof:

          “Excluded Subsidiaries” means: (a) Xxxxxx Drilling Investment Company, an Oklahoma corporation, (b) PKD Sales Corporation, an Oklahoma corporation, (c) any Foreign Subsidiary, (d) any Domestic Subsidiary owned by any Foreign Subsidiary, and (e) any Domestic Subsidiary designated by the Borrower by written notice to the Administrative Agent as an “Excluded Subsidiary” and certified by a Responsible Officer of the Borrower to the Administrative Agent that (i) such Domestic Subsidiary has no material assets other than Equity Interests of one or more other Excluded Subsidiaries or (ii) substantially all of such Domestic Subsidiary’s revenues for the fiscal year most recently ended were generated (or, in the case of a newly-formed or acquired Subsidiary, are intended by the Borrower to be generated in the current fiscal year) from assets, including rigs and equipment, located outside of the United States (including located outside the territorial waters of the United States) and/or contracts performed primarily outside of the United States (including performed outside of the territorial waters of the United States); provided, that a Subsidiary shall cease to be an Excluded Subsidiary if (and for so long as) either (x) it provides a guaranty of the obligations under any Indenture, (y) ceases to satisfy the requirements set forth in clause (e)(i) or (ii) above, or (z) in the case of each of Xxxxxx Drilling Investment Company and PKD Sales Corporation, it ceases to be an “Unrestricted Subsidiary” under the Indentures.

          “Indentures” means the collective reference to the Convertible Notes Indenture and the Senior Notes Indenture, or as applicable, the indenture or other similar instrument then governing any Refinancing Debt incurred with respect to the Convertible Notes or Senior Notes, respectively.

          “Subsidiary Guarantors” means, collectively, (a) each Material Subsidiary of the Borrower other than any Excluded Subsidiary, (b) Quail USA, LLC, and (c) each Subsidiary, other than an Immaterial Subsidiary, that owns any interest in the Alaskan Rigs or in any agreement or other contract governing the construction, acquisition, operation or revenues arising from or in connection with the Alaskan Rigs.

          (c) Amendment of Section 6.12 of the Credit Agreement. Section 6.12 of the Credit Agreement is hereby amended by deleting the last sentence thereof and replacing it in its entirety with the following:

“Notwithstanding the foregoing, at any time, but no more than once during any fiscal year of the Borrower, the Administrative Agent may, and at the request of any Lender will, require an annual appraisal of the Borrowing Base Collateral at the Borrower’s expense with such appraisal to be prepared by a third-party collateral appraiser selected by the Administrative Agent in its sole reasonable discretion.”

     (d) Amendment of Section 9.10 of the Credit Agreement. Section 9.10 of the Credit Agreement is hereby amended by deleting clause (c) thereof and replacing it in its entirety with the following:

               “(c) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty and Collateral Documents (i) if such Person ceases to be a Subsidiary, (ii) in the case of each Subsidiary Guarantor that is a guarantor of obligations under any Indenture but would otherwise qualify as an “Excluded Subsidiary” at the time such Person became a Subsidiary Guarantor, if such Person ceases to be a guarantor of the obligations under any Indenture so that such Person qualifies as an “Excluded Subsidiary” or (iii) if such Subsidiary Guarantor is designated and certified as an “Excluded Subsidiary” in accordance with the requirements set forth in clause (e) of such definition after the date hereof, in each case (with respect to the foregoing clauses (i), (ii), and (iii)), as a result of a transaction permitted hereunder or otherwise in accordance with the terms hereof.”

     SECTION 3. Consent to Restructuring. The Administrative Agent, the L/C Issuers and the undersigned Lenders hereby consent and agree, to the extent such consent is required under the Credit Agreement, to the Restructuring; provided that within 30 days (or such later date as is acceptable to the Administrative Agent) after the consummation of (a) each Subsidiary Restructuring, the Borrower delivers to the Administrative Agent (i) notice from a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, of the consummation of such Subsidiary Restructuring and, if such Subsidiary Restructuring results in the consummation of the Restructuring, confirmation of the consummation of the Restructuring and (ii) true and correct copies of the documents and agreements evidencing or effectuating such Subsidiary Restructuring as described in the applicable clause in the second recital to this Amendment, and (b) the Restructuring, the Borrower delivers to the Administrative Agent a revised Schedule 5.14 to the Credit Agreement reflecting the consummation of the Restructuring. In furtherance of the foregoing, as of the Effective Date, the Administrative Agent, the L/C Issuers and the Lenders (the “Releasing Parties”) release and terminate, without recourse, representation or warranty of any kind, (A) all Guarantees, Liens, security interests, pledges, claims or encumbrances granted by the Reorganized Released Guarantors pursuant to the Subsidiary Guaranty, Security Agreement and each other Collateral Document executed and delivered prior to the Effective Date by such Reorganized Released Guarantor, (B) all obligations and liabilities of the Reorganized Released Guarantors to the Releasing Parties howsoever arising under the Loan Documents or otherwise and whether actual or contingent (other than those obligations and liabilities which expressly survive termination of such Loan Documents) and (C) all Liens against the Equity Interests of the Reorganized Subsidiaries granted to the favor of the Administrative Agent, for the benefit of the Secured Parties, pursuant to any Collateral Document shall be released and such Equity Interests shall cease to be Collateral under the Loan Documents. Each Secured Party that is a party hereto expressly authorizes and consents to the execution and delivery, and the further taking of action, by the Administrative Agent, at the Borrower’s sole cost and expense, of all additional Loan Documents, amendments or other modifications to existing Loan Documents and all such further actions as the Borrower may reasonably request or the Administrative Agent may deem reasonably necessary or advisable to terminate or amend any financing statements executed in

connection with such Collateral Documents that relate to such terminations and releases, and to evidence or otherwise give effect to such release and termination under the Collateral Documents, including, without limitation, the return by the Administrative Agent of any certificates evidencing the Equity Interests in the Reorganized Subsidiaries in the possession or otherwise under the control of the Administrative Agent. As of the Effective Date, each Reorganized Released Guarantor shall thereafter cease to be (x) a “Grantor” under any Collateral Document; (y) a “Guarantor” or “Subsidiary Guarantor” and (z) a “Loan Party”, and shall be released from any obligation as a “Grantor”, “Guarantor”, “Subsidiary Guarantor” or “Loan Party” under any Loan Document executed and delivered prior to the Effective Date. As of the Effective Date, each Reorganized Subsidiary shall thereafter cease to be a “Pledged Interests Issuer” under the Security Agreement.

     SECTION 4. Additional Releases. The Administrative Agent, L/C Issuers and undersigned Lenders acknowledge and agree with the Borrower that as of the Effective Date, each of the Subsidiaries set forth in Schedule I hereto (the “Additional Released Guarantors”) shall each be designated an Excluded Subsidiary for purposes of the Credit Agreement and each other Loan Document. In furtherance of the foregoing, as of the Effective Date, the Releasing Parties release and terminate, without recourse, representation or warranty of any kind, (i) all Guarantees, Liens, security interests, pledges, claims or encumbrances granted by the Additional Released Guarantors pursuant to the Subsidiary Guaranty, Security Agreement and each other Collateral Document executed and delivered prior to the Effective Date by such Additional Released Guarantor, and (ii) all obligations and liabilities of the Additional Released Guarantors to the Releasing Parties howsoever arising under the Loan Documents or otherwise and whether actual or contingent (other than those obligations and liabilities which expressly survive termination of such Loan Documents). Each Secured Party that is a party hereto expressly authorizes and consents to the execution and delivery, and the further taking of action, by the Administrative Agent, at the Borrower’s sole cost and expense, of all additional Loan Documents, amendments or other modifications to existing Loan Documents and all such further actions as the Borrower may reasonably request or the Administrative Agent may deem reasonably necessary or advisable to terminate any financing statements executed in connection with such Collateral Documents that relate to such terminations and releases, and to evidence or otherwise give effect to such release and termination under the Collateral Documents. As of the Effective Date, each Additional Released Guarantor shall thereafter cease to be (x) a “Grantor” under any Collateral Document; (y) a “Guarantor” or “Subsidiary Guarantor” and (z) a “Loan Party”, and shall be released from any obligation as a “Grantor”, “Guarantor”, “Subsidiary Guarantor” or “Loan Party” under any Loan Document executed and delivered prior to the Effective Date.

     SECTION 5. Representations and Warranties, Etc. To induce the Lenders and L/C Issuers to 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 and as of the Effective Date:

     (a) each of the representations and warranties by the Loan Parties contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof in all material respects as though made as of the date hereof, except those that by their terms relate solely as to an earlier date, in which event they shall be true and correct in all material respects on and as of such earlier date;

     (b) the Subsidiaries listed on revised Schedule 5.14 attached hereto as Exhibit A constitute, or will constitute, all of the Subsidiaries of the Borrower as of the Effective Date. Revised Schedule 5.14 attached hereto sets forth as of the Effective Date the name and jurisdiction of incorporation and, in the case of each Loan Party, the U.S. taxpayer identification number of each such Subsidiary and, as to each, the percentage of each class of Equity Interest owned by each Loan Party. All of the outstanding Equity Interests in such Subsidiaries have been validly issued, and fully paid and non-assessable and, with respect to Equity Interests that are Collateral, are owned free and clear of all Liens except those created under the Collateral Documents. The Borrower has no Investments in any other corporation or entity other than those specifically disclosed in revised Schedule 5.14 attached hereto. Revised Schedule 5.14 as attached hereto identifies as of the Effective Date each Material Subsidiary, Immaterial Subsidiary and Excluded Subsidiary;

     (c) the execution, delivery and performance of this Amendment has been duly authorized by all requisite organizational action on the part of the Borrower and each other Loan Party;

     (d) the Credit Agreement and each other Loan Document constitute valid and legally binding agreements enforceable against each Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting creditors’ rights generally and by general principles of equity, regardless of whether considered in a proceeding in equity or at law; and

     (e) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documents.

     SECTION 6. Security Agreement Schedules. In furtherance of the releases and terminations set forth in Sections 3 and 4 of this Amendment, the parties hereto acknowledge and agree that as of the Effective Date, revised Schedules I and II to the Security Agreement as attached hereto as Exhibit B, which revised Schedules I and II reflect such releases and terminations, shall modify, replace and supersede in their entirety Schedules I and II to the Security Agreement in effect as of the date hereof.

     SECTION 7. Ratification. The Borrower and each other Loan Party (other than the Reorganized Released Guarantors and the Additional Released Guarantors) hereby ratifies and confirms, as of the Effective Date, (a) the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, as such covenants and agreements may be modified by this Amendment and the transactions contemplated thereby and (b) all of the Obligations under the Credit Agreement and the other Loan Documents. This Amendment is a Loan Document and an amendment to the Credit Agreement, and the Credit Agreement as amended hereby, is hereby ratified, approved and confirmed in each and every respect.

     SECTION 8. Effectiveness. This Amendment shall become effective as of the date when all of the conditions set forth in this Section have been satisfied (such date, the “Effective

Date”); provided that Section 2(c) of this Amendment shall be made effective as of September 30, 2009 when the condition set forth in clause (a) of this Section has been satisfied.

     (a) The Administrative Agent shall have received duly executed counterparts of this Amendment from the Borrower, the Administrative Agent and the Required Lenders.

     (b) The Senior Debt Refinancing shall have been, or shall simultaneously be consummated.

     (c) The Borrower shall have delivered, or shall simultaneously deliver, a certificate of a Responsible Officer to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, certifying as to the consummation of the Senior Debt Refinancing and that (i) each of the Reorganized Released Guarantors and Additional Released Guarantors qualifies as an Excluded Subsidiary pursuant to the definition of Excluded Subsidiary as set forth in Section 2(b) of this Amendment and (ii) the consummation of all of the releases and terminations as consented to and permitted by Sections 3 and 4 of this Amendment shall not result in the release of substantially all of the Collateral nor in the release of substantially all of the value of the Subsidiary Guaranty.

     (d) The Administrative Agent shall have received (i) an amendment fee, to be paid to each Lender that executes this Amendment prior to 3:00 p.m., Central time, on January 15, 2010 (each, a “Consenting Lender”), in an amount equal to 0.125% times the sum of the aggregate Total Outstanding and unused Revolving Credit Commitments held by each Consenting Lender as of January 15, 2010, (ii) all reasonable out-of-pocket fees, costs and expenses incurred in connection with the negotiation, preparation, execution and delivery of this Amendment and related documents (including the fees, charges and disbursements of counsel to the Administrative Agent), and (iii) all other fees, costs and expenses due and payable pursuant to Section 10.04 of the Credit Agreement, in each case under either clause (ii) or (iii) above, to the extent then invoiced.

     SECTION 9. Governing Law; Severability; Integration. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. If any provision of this Amendment or any other Loan Document is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. This Amendment and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.

     SECTION 10. Execution in Counterparts. This Amendment may be executed by the parties hereto in several counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original and all of which when taken together shall constitute a single document.

     SECTION 11. Successors and Assigns. This Amendment shall be binding upon and inure to the 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 or obligations hereunder without the prior written consent of the Administrative Agent and each Lender; and (b) the rights of sale, assignment and transfer of the Lenders are subject to Section 10.06 of the Credit Agreement.

     SECTION 12. Miscellaneous. (a) On and after the effectiveness of this Amendment, each reference in each Loan Document to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended or otherwise modified by this Amendment; (b) the execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any default of the Borrower or any right, power or remedy of the Administrative Agent or any other Secured Parties under any of the Loan Documents, nor constitute a waiver (or consent to departure from) any terms, provisions, covenants, warranties or agreements of any of the Loan Documents and the parties hereto reserve the right to exercise any rights and remedies available to them in connection with any present or future defaults with respect to the Credit Agreement or any other provision of any of the Loan Documents; (c) this Amendment is a Loan Document executed pursuant to the Credit Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and applied in accordance with the terms and provisions of the Credit Agreement; and (d) a facsimile signature of any party hereto shall be deemed to be an original signature for purposes of this Amendment.

     SECTION 13. ENTIRE AGREEMENT. THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT 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 of the date first above written.

	XXXXXX DRILLING COMPANY
	By:	/s/ Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title:	Treasurer and Assistant Secretary

	BANK OF AMERICA, N.A., as Administrative Agent
	By:	/s/ Xxxxxxx X. XxXxxxxx
		Name:	Xxxxxxx X. XxXxxxxx
		Title:	Senior Vice President

	BANK OF AMERICA, N.A., as a Lender and an L/C Issuer
	By:	/s/ Xxxxxxx X. XxXxxxxx
		Name:	Xxxxxxx X. XxXxxxxx
		Title:	Senior Vice President

	ABN AMRO BANK N.V., as Documentation Agent and a Lender
	By:	/s/ Michiel van Schaardenburg
		Name:	Michiel van Schaardenburg
		Title:	Managing Director

	By:	/s/ Xxxxxxx Xxxxxxxx
		Name:	Xxxxxxx Xxxxxxxx
		Title:	Director

	TRUSTMARK NATIONAL BANK, as a Lender
	By:	/s/ X. X. Pirenyi
		Name:	X. X. Prienyi
		Title:	Vice President

	CATERPILLAR FINANCIAL SERVICES CORPORATION, as a Lender
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	General Manager, Global Power Finance Americas Division

	NATAXIS, as a Lender
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Senior Managing Director

	By:	/s/ Xxxxxx Xxxxxxxxx
		Name:	Xxxxxx Xxxxxxxxx
		Title:	Director

	WHITNEY NATIONAL BANK, as a Lender
	By:	/s/ Xxxx X. Xxxx
		Name:	Xxxx X. Xxxx
		Title:	Vice President

	XXXXX FARGO BANK, N.A., as a Lender
	By:	/s/ Xxxxxx X. Xxxxx
		Name:	Xxxxxx X. Xxxxx
		Title:	Assistant Vice President

	DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
	By:	/s/ Xxxx X’Xxxxx
		Name:	Xxxx X’Xxxxx
		Title:	Director

	By:	/s/ Xxxxxx X. Xxxxxxxxxx
		Name:	Xxxxxx X. Xxxxxxxxxx
		Title:	Director

	HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender
	By:	/s/ Xxxx Xxxxxx
		Name:	Xxxx Xxxxxx
		Title:	Senior Vice President

	By:	/s/ Xxxxx Xxxxxxxx
		Name:	Xxxxx Xxxxxxxx
		Title:	Vice President

	NORTHRIM BANK, as a Lender
	By:	/s/ Xxxxxx X. Xxxxxx
		Name:	Xxxxxx X. Xxxxxx
		Title:	President

ACKNOWLEDGED AND AGREED,

by each of the following as a Subsidiary Guarantor:

ANACHORETA, INC.,
     a Nevada corporation

PARDRlL, INC., an Oklahoma corporation
     
XXXXXX AVIATION, INC.,
     an Oklahoma corporation

XXXXXX DRILLING ARCTIC
     OPERATING, INC., a Delaware corporation

XXXXXX DRILLING COMPANY NORTH

AMERICA, INC., a Nevada corporation

XXXXXX DRILLING COMPANY OF NIGER,
     an Oklahoma corporation

XXXXXX DRILLING COMPANY OF
     OKLAHOMA, INCORPORATED, an Oklahoma corporation

XXXXXX DRILLING COMPANY OF SOUTH
     AMERICA, INC., an Oklahoma corporation

XXXXXX DRILLING OFFSHORE
     CORPORATION, a Nevada corporation

XXXXXX DRILLING OFFSHORE USA, L.L.C.,
     an Oklahoma limited liability company

XXXXXX NORTH AMERICA OPERATIONS,
     INC., a Nevada corporation

XXXXXX TECHNOLOGY, INC.
     an Oklahoma corporation

XXXXXX TECHNOLOGY, L.L.C.,
     a Louisiana limited liability company

XXXXXX TOOLS, LLC,
     an Oklahoma limited liability company

XXXXXX USA RESOURCES, LLC,
     an Oklahoma limited liability company

XXXXXX-VSE, INC., a Nevada corporation

QUAIL USA, LLC, an Oklahoma limited liability company
 

	By:	/s/ Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title:	Vice President and Treasurer

	ACKNOWLEDGED AND AGREED, by each of the following as a Subsidiary Guarantor: XXXXXX DRILLING MANAGEMENT SERVICES, INC., a Nevada corporation
	By:	/s/ Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title:	President
	PD MANAGEMENT RESOURCES, L.P., an Oklahoma limited partnership

	By:	Xxxxxx Drilling Management Services, Inc., its General Partner
	By:	/s/ Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title:	President
	QUAIL TOOLS, L.P., an Oklahoma limited partnership

	By:	Quail USA, LLC, its General Partner
	By:	/s/ Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title:	Vice President and Treasurer

SCHEDULE I

Additional Released Guarantors

CHOCTAW INTERNATIONAL RIG CORP., a Nevada corporation

CREEK INTERNATIONAL RIG CORP., a Nevada corporation

XXXXXX DRILLING COMPANY INTERNATIONAL, LLC, a Delaware limited liability company

XXXXXX DRILLING EURASIA, INC., a Delaware corporation

XXXXXX DRILLING (KAZAKSTAN), LLC, a Delaware limited liability company

XXXXXX DRILLING PACIFIC RIM, INC, a Delaware corporation

XXXXXX DRILLSERV, LLC, a Delaware limited liability company

XXXXXX DRILLTECH, LLC, a Delaware limited liability company

XXXXXX INTEX, LLC, a Delaware limited liability company

XXXXXX RIGSOURCE, LLC, a Delaware limited liability company

EXHIBIT A

Revised Schedule 5.14 to Credit Agreement

[attached hereto]

EXHIBIT A

SCHEDULE 5.14

SUBSIDIARIES, AND
OTHER EQUITY INVESTMENTS

Part (A). Subsidiaries.

(i) Material Subsidiaries (Domestic)

Anachoreta, Inc.

Pardril Inc.

Xxxxxx Aviation, Inc.

Xxxxxx Drilling Arctic Operating, Inc.

Xxxxxx Drilling Company North America, Inc.

Xxxxxx Drilling Company of Niger

Xxxxxx Drilling Company of Oklahoma, Incorporated

Xxxxxx Drilling Company of South America, Inc.

Xxxxxx Drilling Management Services, Inc.

Xxxxxx Drilling Offshore Corporation

Xxxxxx Drilling Offshore USA, L.L.C.

Xxxxxx North America Operations, Inc.

Xxxxxx Technology, Inc.

Xxxxxx Technology, L.L.C.

Xxxxxx Tool, LLC

Xxxxxx USA Resources, LLC

Xxxxxx-VSE, Inc.

PD Management Resources, L.P.

Quail Tools, L.P.

Quail USA, LLC

(ii) Immaterial Subsidiaries (Domestic)

Canadian Rig Leasing, Inc.

Indocorp of Oklahoma, Inc.

Xxxxxx Drilling Asia Pacific, LLC

Xxxxxx Drilling Company Limited LLC

Xxxxxx Drilling Company of Argentina, Inc.

Xxxxxx Drilling Company of Bolivia, Inc.

Xxxxxx Drilling Company of Mexico, LLC

Xxxxxx Enex, LLC

Xxxxxx Offshore Resources, X.X.

Xxxxxx USA Drilling Company

(iii) Excluded Subsidiaries

Choctaw International Rig Corp.

Creek International Rig Corp.

DGH, Inc.

Xxxxxx 3source, LLC

Xxxxxx 5272, LLC

Xxxxxx Drillex, LLC

Xxxxxx Drilling Company Eastern Hemisphere, Ltd.

Xxxxxx Drilling Company International Ltd.

Xxxxxx Drilling Company International, LLC

Xxxxxx Drilling Eurasia, Inc.

Xxxxxx Drilling Pacific Rim, Inc.

Xxxxxx Drilling Company of New Guinea, LLC

Xxxxxx Drilling Company of Singapore, LLC

Xxxxxx Drilling Investment Company

Xxxxxx Drilling (Kazakhstan), LLC

Xxxxxx Drillserv, LLC

Xxxxxx Drillsource, LLC

Xxxxxx Drilltech, LLC

Xxxxxx Intex, LLC

Xxxxxx Rigsource, LLC

PKD Sales Corporation

Selective Drilling Corporation

Universal Rig Service LLC

All Foreign Subsidiaries

Part (b). Other Equity Investments (including Foreign Subsidiaries).

		Jurisdiction				%
		of				Ownership
Subsidiary		Formation		Owner		Interest
Anachoreta, Inc.		Nevada		Xxxxxx Drilling Company			100	%
AralParker CJSC		Kazakhstan		Xxxxxx Drilling (Kazakhstan), LLC			100	%
Canadian Rig Leasing, Inc.		Oklahoma		Xxxxxx Drilling Company			100	%
Casuarina Ltd.		Bermuda		Xxxxxx Drilling Company			100	%
Choctaw International Rig Corp.		Nevada		Xxxxxx Drilling Company International Limited			100	%
Creek International Rig Corp.		Nevada		Xxxxxx Drilling Company International Limited			100	%
DGH, Inc.		Texas		Xxxxxx Drilling Company			100	%
Indocorp of Oklahoma, Inc.		Oklahoma		Xxxxxx Drilling Company			100	%
KDN Drilling Limited		Nigeria		Xxxxxx Drilling Offshore International, Inc.			100	%
Mallard Argentine Holdings, Ltd.		Cayman Islands		Xxxxxx Drilling Offshore Corporation			100	%
Mallard Drilling of South America, Inc.		Cayman Islands		Xxxxxx Drilling Offshore Corporation			100	%

		Jurisdiction				%
		of				Ownership
Subsidiary		Formation		Owner		Interest
Mallard Drilling of Venezuela, Inc.		Cayman Islands		Xxxxxx Drilling Offshore Corporation			100	%
Pardril, Inc.		Oklahoma		Xxxxxx Drilling Company			100	%
Xxxxxx 3source, LLC		Delaware		PD Offshore Holdings CV			100	%
Xxxxxx 5272, LLC		Delaware		PD International Holdings CV			100	%
Xxxxxx Aviation, Inc.		Oklahoma		Xxxxxx Drilling Company			100	%
Xxxxxx Central Europe Rig Holdings Limited Liability Company		Hungary		Xxxxxx Drilling (Kazakhstan), LLC			100	%
Xxxxxx Cyprus Leasing Limited		Cyprus		PD Dutch Holdings CV			100	%
Xxxxxx Cyprus Ventures Limited		Cyprus		PD Selective Holdings CV			100	%
Xxxxxx Drillex, LLC		Delaware		PD Selective Holdings CV			100	%
Xxxxxx Drilling Arctic Operating Inc.		Delaware		Xxxxxx Drilling Company			100	%
Xxxxxx Drilling Asia Pacific, LLC		Delaware		Xxxxxx Drilling Company			100	%
Xxxxxx Drilling AME Limited		Cayman Islands		PD Selective Holdings CV			100	%
Xxxxxx Drilling Company (Bolivia) S.A.		Bolivia		Xxxxxx Drilling Company			100	%
Xxxxxx Drilling Company Eastern Hemisphere, Ltd.		Oklahoma		Xxxxxx VSE, Inc.			93	%
				Xxxxxx Drilling Company Limited (Bahamas)			7	%
Xxxxxx Drilling Company International LLC		Delaware		PD Dutch Holdings CV			100	%
Xxxxxx Drilling Company International Limited		Nevada		Xxxxxx Drilling Company			100	%
Xxxxxx Drilling Company Kuwait Limited		Bahamas		PD Selective Holdings CV			99	%
Xxxxxx Drilling Company Limited (Bahamas)		Bahamas		Xxxxxx VSE, Inc.			100	%
Xxxxxx Drilling Company Limited LLC		Delaware		Xxxxxx Drilling Company			100	%
Xxxxxx Drilling Company North America, Inc.		Nevada		Xxxxxx North America Operations, Inc.			100	%
Xxxxxx Drilling Company of Argentina, Inc.		Nevada		Xxxxxx Drilling Company International Limited			100	%
Xxxxxx Drilling Company of Bolivia, Inc.		Oklahoma		Xxxxxx Drilling Company			100	%
Xxxxxx Drilling Company of Mexico, LLC		Nevada		Xxxxxx Drilling Offshore USA, L.L.C.			100	%
Xxxxxx Drilling Company of New Guinea, LLC		Delaware		PD Selective Holdings CV			100	%
Xxxxxx Drilling Company of New Zealand		New Zealand		PD Dutch Holdings CV			100	%
Xxxxxx Drilling Company of Niger		Oklahoma		Xxxxxx Drilling Company			100	%
Xxxxxx Drilling Company of Oklahoma, Incorporated		Oklahoma		Xxxxxx Drilling Company			100	%

		Jurisdiction				%
		of				Ownership
Subsidiary		Formation		Owner		Interest
Xxxxxx Drilling Company of Sakhalin		Russia		PD Selective Holdings CV			100	%
Xxxxxx Drilling Company of Singapore, LLC		Delaware		PD Selective Holdings CV			100	%
Xxxxxx Drilling Company of South America, Inc.		Oklahoma		Xxxxxx Drilling Company			100	%
Xxxxxx Drilling de Mexico, S. de X.X. de C.V.		Mexico		Xxxxxx Drilling Offshore Corporation			2	%
				Xxxxxx Drilling Offshore USA, L.L.C.			98	%
Xxxxxx Drilling Dutch BV		Netherlands		PD Dutch Holdings CV			100	%
Xxxxxx Drilling Eurasia, Inc.		Delaware		Xxxxxx Drilling Offshore Corporation			35.22	%
				Xxxxxx Drilling Company International Limited			64.78	%
Xxxxxx Drilling International BV		Netherlands		Xxxxxx Drilling Netherlands BV			100	%
Xxxxxx Drilling International of New Zealand Limited		New Zealand		PD Dutch Holdings CV			100	%
Xxxxxx Drilling Investment Company		Oklahoma		Xxxxxx Drilling Company			100	%
Xxxxxx Drilling (Kazakhstan), LLC		Delaware		PD Dutch Holdings CV			100	%
Xxxxxx Drilling Kazakhstan BV		Netherlands		Xxxxxx Drilling Netherlands BV			100	%
Xxxxxx Drilling Management Services, Inc.		Nevada		Xxxxxx Drilling Company			100	%
Xxxxxx Drilling (Nigeria), Limited		Nigeria		Xxxxxx Drilling Offshore International, Inc.			100	%
Xxxxxx Drilling Netherlands BV		Netherlands		PD Selective Holdings CV			100	%
Xxxxxx Drilling Offshore BV		Netherlands		Xxxxxx Drilling Dutch BV			100	%
Xxxxxx Drilling Offshore Corporation		Nevada		Xxxxxx North America Operations, Inc.			100	%
Xxxxxx Drilling Offshore International, Inc.		Cayman Islands		Xxxxxx Drilling Offshore Corporation			100	%
Xxxxxx Drilling Offshore USA, L.L.C.		Oklahoma		Xxxxxx Drilling Offshore Corporation			100	%
Xxxxxx Drilling Overseas BV		Netherlands		Xxxxxx Drilling Netherlands BV			100	%
Xxxxxx Drilling Pacific Rim, Inc.		Delaware		Xxxxxx Drilling Offshore Corporation			26	%
				Xxxxxx Drilling Company International Limited			74	%
Xxxxxx Drilling Russia BV		Netherlands		Xxxxxx Drilling Netherlands BV			100	%
Xxxxxx Drilling Spain Rig Services, S.L.		Spain		Xxxxxx Hungary Rig Holdings LLC			100	%
Xxxxxx Drilling Tengiz, Ltd.		Kazakhstan		Xxxxxx Drilling Company			99	%
Xxxxxx Drillserv, LLC		Delaware		Xxxxxx Drilling Eurasia, Inc.			100	%

		Jurisdiction				%
		of				Ownership
Subsidiary		Formation		Owner		Interest
Xxxxxx Drillsource, LLC		Delaware		PD Selective Holdings CV			100	%
Xxxxxx Drilltech, LLC		Delaware		Xxxxxx Drilling Eurasia, Inc.			100	%
Xxxxxx Enex, LLC		Delaware		Xxxxxx Drilling Offshore USA L.L.C.			100	%
Xxxxxx Hungary Rig Holdings LLC		Hungary		Xxxxxx Drillsource, LLC			100	%
Xxxxxx Intex, LLC		Delaware		Xxxxxx Drilling Company			100	%
Xxxxxx North America Operations, Inc.		Nevada		Xxxxxx Drilling Company			100	%
Xxxxxx Offshore Resources, L.P.		Oklahoma		General partner: Xxxxxx Drilling Management Services, Inc.			1	%
				Limited partner: Xxxxxx USA Resources, LLC			99	%
Xxxxxx Rigsource, LLC		Delaware		Xxxxxx Drilling Pacific Rim, Inc.			100	%
Xxxxxx SMNG Drilling LLC		Russia		Xxxxxx Drilling Company International, LLC			50	%
Xxxxxx Technology, Inc.		Oklahoma		Xxxxxx Drilling Company			100	%
Xxxxxx Technology, L.L.C.		Louisiana		Xxxxxx Drilling Offshore Corporation			100	%
Xxxxxx Tools, LLC		Oklahoma		Xxxxxx Drilling Offshore Corporation			100	%
Xxxxxx USA Drilling Company		Nevada		Xxxxxx North America Operations, Inc.			100	%
Xxxxxx USA Resources, LLC		Oklahoma		Xxxxxx Drilling Management Services, Inc.			100	%
Xxxxxx VSE, Inc.		Nevada		Xxxxxx Drilling Company			100	%
PD Dutch Holdings CV		Netherlands		PD International Holdings CV			99.96	%
				Xxxxxx 5272, LLC			.04	%
PD International Holdings CV		Netherlands		Xxxxxx Drilling Company			.04	%
				Xxxxxx Drilling Pacific Rim, Inc.			99.88	%
				Xxxxxx Intex, LLC			.04	%
				Xxxxxx Rigsource, LLC			04	%
PD Labor Sourcing, Ltd.		Cayman Islands		PD Selective Holdings CV			100	%
PD Management Resources, L.P.		Oklahoma		General partner: Xxxxxx Drilling Management Services, Inc.			1	%
				Limited partner: Xxxxxx USA Resources, LLC			99	%
PD Offshore Holdings CV		Netherlands		Xxxxxx Drilling Eurasia, Inc.			99.96	%
				Xxxxxx Drillserv, LLC			0.02	%
				Xxxxxx Drilltech, LLC			0.02	%

		Jurisdiction				%
		of				Ownership
Subsidiary		Formation		Owner		Interest
PD Personnel Services, Ltd.		Cayman Islands		PD Selective Holdings CV			100	%
PD Selective Holdings CV		Netherlands		PD Offshore Holdings XX Xxxxxx 3source. LLC		99.97% 0.03%
PD Servicios Integrales, S. de X.X. de C.V.		Mexico		Xxxxxx Drilling Offshore Corporation			98	%
				Xxxxxx Drilling Offshore USA, L.L.C.			2	%
PKD Sales Corporation		Oklahoma		Xxxxxx Drilling Company			100	%
Quail Tools, L.P.		Oklahoma		General partner: Quail USA, LLC			1	%
				Limited partner: Xxxxxx Tools, LLC			99	%
Quail USA, LLC		Oklahoma		Xxxxxx Drilling Offshore Corporation			100	%
SaiPar Drilling Company BV		Netherlands		Xxxxxx Drilling Dutch BV			50	%
Selective Drilling Corporation		Oklahoma		Xxxxxx Drilling Company			100	%
Universal Rig Service LLC		Delaware		Xxxxxx Drilling Company			100	%

Part (c). [INTENTIONALLY OMITTED]

OUTSTANDING SUBSCRIPTIONS, OPTIONS, WARRANTS, CALLS, RIGHTS, OR OTHER AGREEMENTS OR COMMITMENTS

Those entered into in connection with the Convertible Notes pursuant to the following agreements (collectively, the “High Strikes Agreements”):

1. Confirmation of Convertible Bond Hedge Transaction, dated as of June 28, 2007, by and between Xxxxxx Drilling Company and Bank of America, N.A.

2. Confirmation of Convertible Bond Hedge Transaction, dated as of June 28, 2007, by and between Xxxxxx Drilling Company and Deutsche Bank AG, London Branch.

3. Confirmation of Convertible Bond Hedge Transaction, dated as of June 28, 2007, by and between Xxxxxx Drilling Company and Xxxxxx Brothers OTC Derivatives Inc.

4. Confirmation of Issuer Warrant Transaction dated as of June 28, 2007, by and between Xxxxxx Drilling Company and Bank of America, N.A.

5. Amendment to Confirmation of Issuer Warrant Transaction, dated as of June 29, 2007, by and between Xxxxxx Drilling Company and Bank of America, N.A.

6. Confirmation of Issuer Warrant Transaction, dated as of June 28, 2007, by and between Xxxxxx Drilling Company and Deutsche Bank AG, London Branch.

7. Amendment to Confirmation of Issuer Warrant Transaction, dated as of June 29, 2007, by and between Xxxxxx Drilling Company and Deutsche Bank AG, London Branch.

8. Confirmation of Issuer Warrant Transaction dated as of June 28, 2007, by and between Xxxxxx Drilling Company and Xxxxxx Brothers OTC Derivatives Inc.

9. Amendment to Confirmation of Issuer Warrant Transaction, dated as of June 29, 2007, by and between Xxxxxx Drilling Company and Xxxxxx Brothers OTC Derivatives Inc. together with all instruments and other agreements entered into by the Borrower or its Subsidiaries in connection therewith, as the same may be amended, supplemented or otherwise modified from time to time.

EXHIBIT B

Revised Schedules I and II to Security Agreement

[attached hereto]

EXHIBIT B

LOAN PARTY

		Jurisdiction
		of
Loan Party		Organization
Xxxxxx Drilling Company		Delaware
Anachoreta, Inc.		Nevada
Pardril, Inc.		Oklahoma
Xxxxxx Aviation Inc.		Oklahoma
Xxxxxx Drilling Arctic Operating, Inc.		Delaware
Xxxxxx Drilling Company North America, Inc.		Nevada
Xxxxxx Drilling Company of Niger		Oklahoma
Xxxxxx Drilling Company of Oklahoma, Incorporated		Oklahoma
Xxxxxx Drilling Company of South America, Inc.		Oklahoma
Xxxxxx Drilling Management Services, Inc.		Nevada
Xxxxxx Drilling Offshore Corporation		Nevada
Xxxxxx Drilling Offshore USA, L.L.C.		Oklahoma
Xxxxxx North America Operations, Inc.		Nevada
Xxxxxx Technology, Inc.		Oklahoma
Xxxxxx Technology, L.L.C.		Louisiana
Xxxxxx Tools, LLC		Oklahoma
Xxxxxx USA Resources, LLC		Oklahoma
Xxxxxx VSE, Inc.		Nevada
PD Management Resources, L.P.		Oklahoma
Quail Tools, L.P.		Oklahoma
Quail USA, LLC		Oklahoma

Item B. Merger or other corporate reorganization.

None within previous four months

Item D. [INTENTIONALLY OMITTED]

Item D. [INTENTIONALLY OMITTED]

Item E. Commercial Tort Claims.

None.

Item F. [INTENTIONALLY OMITTED]

Item F. [INTENTIONALLY OMITTED]

Item D. [INTENTIONALLY OMITTED]

EXHIBIT B

SCHEDULE I
To Security Agreement

										% of Equity
		Certificate				Number of				Interests
Pledged Interest Issuer		No.				Equity Interests				Pledged				Grantor
Anachoreta, Inc.			8				500				100	%		Xxxxxx Drilling Company
Canadian Rig Leasing, Inc.			2				500				100	%		Xxxxxx Drilling Company
Indocorp of Oklahoma, Inc.			1				500				100	%		Xxxxxx Drilling Company
Pardril, Inc.			1				5				100	%		Xxxxxx Drilling Company
Xxxxxx Aviation, Inc.			1				500				100	%		Xxxxxx Drilling Company
Xxxxxx Drilling Arctic Operating, Inc.			1				1,000				100	%		Xxxxxx Drilling Company
Xxxxxx Drilling Asia Pacific, LLC			N/A				100%				100	%		Xxxxxx Drilling Company
						Membership
						Interest
Xxxxxx Drilling Company Limited			4			3,250 common					65	%		Xxxxxx-VSE, Inc.
						shares
Xxxxxx Drilling Company North America, Inc.			12				1,500				100	%		Xxxxxx North America Operations, Inc.
Xxxxxx Drilling Company of Bolivia, Inc.			1				500				100	%		Xxxxxx Drilling Company
Xxxxxx Drilling Company of Mexico, LLC			N/A				100%				100	%		Xxxxxx Drilling Offshore USA, L.L.C.
						Membership
						Interest
Xxxxxx Drilling Company of Niger			3				500				100	%		Xxxxxx Drilling Company
Xxxxxx Drilling Company of Oklahoma, Incorporated			1				5				100	%		Xxxxxx Drilling Company

EXHIBIT B

										% of Equity
		Certificate				Number of				Interests
Pledged Interest Issuer		No.				Equity Interests				Pledged				Grantor
Xxxxxx Drilling Company of South			1				5				100	%		Xxxxxx Drilling Company
America, Inc.			2				45				100	%		Xxxxxx Drilling Company
			3				10				100	%		Xxxxxx Drilling Company
Xxxxxx Drilling Eurasia, Inc.			14				277,350				100	%		Xxxxxx Drilling Offshore Corporation
Xxxxxx Drilling Investment Company			2				500				100	%		Xxxxxx Drilling Company
Xxxxxx Drilling Management Services, Inc.			2				1,000				100	%		Xxxxxx Drilling Company
Xxxxxx Drilling Offshore Corporation			11				1,000				100	%		Xxxxxx North America Operations, Inc.
Xxxxxx Drilling Offshore USA,			3				99				100	%		Xxxxxx Drilling Offshore Corporation
L.L.C.			4				1				100	%		Xxxxxx Drilling Offshore Corporation
Xxxxxx Drilling Pacific Rim, Inc.			9				63,600				100	%		Xxxxxx Drilling Offshore Corporation
Xxxxxx Enex, LLC			1				1,000				100	%		Xxxxxx Drilling Offshore USA, L.L.C.
Xxxxxx Intex, LLC			1				1,000				100	%		Xxxxxx Drilling Company
Xxxxxx North America Operations, Inc.			1				1,000				100	%		Xxxxxx Drilling Company
Xxxxxx Offshore Resources, L.P.			N/A			1% Partnership Interest					100	%		GP: Xxxxxx Drilling Management Services, Inc.
			N/A			99% Partnership					100	%		LP: Xxxxxx USA Resources, LLC
						Interest
Xxxxxx Technology, Inc.			1				500				100	%		Xxxxxx Drilling Company
Xxxxxx Technology, L.L.C.			2			1 Unit					100	%		Xxxxxx Drilling Offshore Corporation
			6			99 Units					100	%		Xxxxxx Drilling Offshore Corporation
Xxxxxx Tools, LLC			N/A				100% Membership Interest				100	%		Xxxxxx Drilling Offshore Corporation
Xxxxxx USA Drilling Company			5				1,000				100	%		Xxxxxx North America Operations, Inc.

EXHIBIT B

										% of Equity
		Certificate				Number of				Interests
Pledged Interest Issuer		No.				Equity Interests				Pledged				Grantor
Xxxxxx USA Resources, LLC			N/A				100% Membership Interest				100	%		Xxxxxx Drilling Management Services, Inc.
PD Management Resources, L.P.			N/A			1% Partnership Interest					100	%		GP: Xxxxxx Drilling Management Services, Inc.
			N/A			99% Partnership					100	%		LP: Xxxxxx USA Resources, LLC
						Interest
PKD Sales Corporation			1				500				100	%		Xxxxxx Drilling Company
Quail Tools, L.P.			N/A			1% Partnership					100	%		GP: Quail USA, LLC
						Interest
			N/A			99% Partnership					100	%		LP: Xxxxxx Tools, LLC
						Interest
Quail USA, LLC			N/A				100% Membership Interest				100	%		Xxxxxx Drilling Offshore Corporation
Casuarina Ltd.			34				78,000				100	%		Xxxxxx Drilling Company
Xxxxxx Drilling Company (Bolivia) S.A.			17				798,382				100	%		Xxxxxx Drilling Company
Xxxxxx Drilling Tengiz, Ltd.			3				390				100	%		Xxxxxx Drilling Company
Mallard Drilling of South America, Inc.			7				65				100	%		Xxxxxx Drilling Offshore Corporation
Mallard Argentine Holdings, Ltd.			3				1				100	%		Xxxxxx Drilling Offshore Corporation
			5				1				100	%		Xxxxxx Drilling Offshore Corporation
Mallard Drilling of Venezuela, Inc.			2				1				100	%		Xxxxxx Drilling Offshore Corporation
			4				1				100	%		Xxxxxx Drilling Offshore Corporation
Xxxxxx Drilling Offshore International, Inc.			8				65				100	%		Xxxxxx Drilling Offshore Corporation
Xxxxxx Drilling de Mexico, S. de X.X. de C.V.			N/A				2%				65	%		Xxxxxx Drilling Offshore Corporation
			N/A				98%				65	%		Xxxxxx Drilling Offshore USA, L.L.C.
PD Servicios Integrales, S. de X.X.			N/A				98%				65	%		Xxxxxx Drilling Offshore Corporation

EXHIBIT B

										% of Equity
		Certificate				Number of				Interests
Pledged Interest Issuer		No.				Equity Interests				Pledged				Grantor
de C.V.			N/A				2%				65	%		Xxxxxx Drilling Offshore USA, L.L.C.
PD International Xxxxxxxx XX			X/X				.04%				65	%		Xxxxxx Drilling Company
Xxxxxx-VSE, Inc.			1				1,000				100	%		Xxxxxx Drilling Company
Xxxxxx Drilling Company Limited LLC			1				1,000				100	%		Xxxxxx Drilling Company