EXHIBIT 99.3 JOINT FILING AGREEMENT The undersigned each agree that the Statement on Schedule 13D relating to the Common Stock, $.10 par value, of South Texas Drilling & Exploration, Inc. is adopted and filed on behalf of each of them, (ii) all future...Joint Filing Agreement • August 17th, 2004 • Pioneer Drilling Co • Drilling oil & gas wells
The undersigned each agree that the Statement on Schedule 13D relating to the Common Stock, $.10 par value, of South Texas Drilling & Exploration, Inc. is adopted and filed on behalf of each of them, (ii) all future amendments to such Statement on Schedule 13D will, unless written notice to the contrary is delivered as described below, be jointly filed on behalf of each of them, and (iii) the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934 apply to each of them. This agreement may be terminated with respect to the obligation to jointly file future amendments to such Statement on Schedule 13D as to any of the undersigned upon such person giving written notice thereof to the other person signatory hereto, at the principal office thereof.
EXHIBIT 99.1 IRREVOCABLE CONVERSION NOTICE AND AGREEMENT To: Pioneer Drilling Company ("Pioneer") 9310 Broadway, Building I San Antonio, Texas 78217 The undersigned registered holder of an original aggregate principal amount of $27,000,000 of...Irrevocable Conversion Notice and Agreement • August 17th, 2004 • Pioneer Drilling Co • Drilling oil & gas wells
This notice shall be deemed to be an irrevocable exercise of the option to convert the Debentures immediately prior to the closing of the Offering (the "Effective Time"); provided that, this notice shall become revocable upon written notice to Pioneer if the closing of the Offering has not occurred prior to December 31, 2004. WEDGE covenants and agrees to deliver the Debentures to Pioneer within 5 days of the date of this notice. Pioneer covenants and agrees that after such time as Pioneer has received the Debentures and until the earlier of (i) the Effective Time or (ii) such time as WEDGE is entitled to revoke and does revoke this notice pursuant to the first sentence of this paragraph, Pioneer shall hold the Debentures in escrow, after which, in the case of a revocation, Pioneer shall return the Debentures to WEDGE upon WEDGE's written request. Unless notice has been earlier revoked pursuant to the first sentence of this paragraph, at the Effective Time, the Debentures will be conve
