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The following is an excerpt from a 8-K SEC Filing, filed by PATTERSON ENERGY INC on 12/24/1997.
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PATTERSON UTI ENERGY INC - 8-K - 19971224 - EXHIBIT_10

EXHIBIT 10.4

GUARANTY

FOR VALUABLE CONSIDERATION, and to induce NORWEST BANK TEXAS, NATIONAL ASSOCIATION, a national banking association (the "Bank"), to enter into that certain Credit Agreement dated December 9, 1997 (the "Credit Agreement"),with PATTERSON ENERGY, INC., a Delaware corporation (the "Borrower"), PATTERSON DRILLING COMPANY, a Delaware corporation, PATTERSON PETROLEUM, INC., a Texas corporation, and PATTERSON PETROLEUM TRADING COMPANY, INC., a Texas corporation (each a "Guarantor" and collectively the "Guarantors"), jointly and severally give this guaranty (the "Guaranty") and jointly and severally, absolutely, and unconditionally guarantee to the Bank the full and prompt payment of any and all indebtedness of every kind and nature whatsoever which the Borrower may now or at any time hereafter owe the Bank, including but not limited to each and every Obligation (as defined in the Credit Agreement) arising under the Credit Agreement, (collectively the "Indebtedness"). This Guaranty is an absolute, unconditional, and continuing guaranty of payment of the Indebtedness and shall continue to be binding upon the Guarantors until the Indebtedness is paid in full.

The liability of the Guarantors under this Guaranty shall include accrued interest and all reasonable attorneys' fees, collection costs, and enforcement expenses incurred by the Bank in collecting on and enforcing its rights under the Indebtedness, and all such costs and expenses incurred by the Bank in connection with the protection, defense, or enforcement of this Guaranty in any litigation or bankruptcy proceedings. The Bank may apply in reduction of the Indebtedness any sums received by or available to the Bank on account of the Indebtedness from the Borrower or any other person, or from the Borrower's or other such persons' properties or any collateral security or other source of payment, and such application of proceeds or receipts shall not reduce or impair the liability of the Guarantors under this Guaranty.

The Indebtedness may be created and continued in any amount without reducing or impairing the liability of the Guarantors under this Guaranty. Any payment made by the Guarantors under this Guaranty shall be effective to reduce or discharge the Guarantors' liability only if accompanied by a written transmittal document, received by the Bank and advising it that payment is made under this Guaranty for that purpose.

Each Guarantor further acknowledges and agrees with the Bank that:

1. No act or event need occur to establish the liability of any Guarantor under this Guaranty, and no act or event, except full payment and discharge of all Indebtedness, shall exonerate and discharge the liability of the Guarantors under this Guaranty.

2. If any Guarantor is dissolved or changes its legal form of organization without the prior written consent of the Bank or becomes insolvent (however defined), then the Bank may declare immediately due and payable the obligations of that Guarantor under this Guaranty, and that Guarantor shall immediately pay to the Bank the full amount of all Indebtedness, whether due

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and payable or unmatured. If any Guarantor voluntarily commences or there is commenced involuntarily against any Guarantor a case under the United States Bankruptcy Code, and any receiver, trustee, examiner, liquidator, or similar official is appointed for any Guarantor in connection therewith and the appointment continues undischarged or the proceeding continues undismissed or unstayed for 60 consecutive days, the obligations of any Guarantor under this Guaranty shall immediately be due and payable without the necessity of demand or notice.

3. No Guarantor will exercise or enforce any right of contribution, reimbursement, recourse, or subrogation available to the Guarantor against the Borrower or any person liable for payment of the Indebtedness, or as to any collateral securing the Indebtedness, unless all Indebtedness has first been fully paid and discharged.

4. The Bank may in its discretion enter into transactions resulting in the creation or continuance of Indebtedness, without notice to or the consent or approval of any Guarantor, regardless of whether any existing relationship between the Borrower and the Guarantor has been revoked and regardless of whether this Guaranty has been revoked.

5. The liability of any Guarantor shall not be reduced or impaired by any of the following acts or events (which the Bank is expressly authorized to do, omit, or suffer from time to time, both before and after revocation of this Guaranty, without notice to or the consent or approval of any Guarantor):
(I) any acceptance of collateral security, guarantors, accommodation parties, or sureties for any or all of the Indebtedness; (ii) any one or more extensions or renewals of Indebtedness (including a period longer than the original period) or any modification of the interest rate, maturity, or other contractual terms applicable to all or part of the Indebtedness; (iii) any waiver or indulgence granted to the Borrower, any delay or lack of diligence in the enforcement of the Indebtedness, or any failure to institute proceedings, file a claim, give required notices, or otherwise protect any of the Indebtedness; (iv) any full or partial release of, settlement with, or agreement not to sue the Borrower or any other Guarantor or other person liable for any of the Indebtedness; (v) any discharge of any evidence of Indebtedness or the acceptance of any instrument renewing or refinancing the Indebtedness;
(vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to assure its proper or sufficient creation, perfection, or priority, or to protect, insure, or enforce any collateral security, or any modification, substitution, discharge, impairment, or loss of the collateral security; (vii) any foreclosure or enforcement of any collateral security by the Bank or any other creditor of the Borrower with a security interest in the collateral security; (viii) any assignment or transfer of any Indebtedness or documentation evidencing the Indebtedness; (ix) any order of application of any payments or credits upon the Indebtedness from the Borrower, the Guarantors, or any other person; and (x) any election by the Bank under Section 1111(b)(2) of the United States Bankruptcy Code.

6. Each Guarantor waives any and all defenses, claims, and discharges of the Borrower, or any other obligor, pertaining to the Indebtedness, except the defense of discharge by payment in full. Without limiting the generality of the preceding sentence, no Guarantor will assert, plead, or enforce against the Bank any defense of waiver, release, discharge in bankruptcy,

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statute of limitations, res judicata, statute of frauds, anti-deficiency statute, misrepresentation, fraud, incapacity, minority, usury, illegality, or unenforceability which may be available to the Borrower or any other party liable for payment of any of the Indebtedness, or any setoff available against the Bank to the Borrower or any other person, whether or not on account of a related transaction. Each Guarantor shall be liable for any deficiency remaining after foreclosure of any mortgage, deed of trust, or security interest securing the Indebtedness, whether or not the liability of the Borrower or any other obligor for such deficiency is discharged pursuant to statute or judicial decision.

7. The Bank may in its sole discretion demand that any Guarantor discharge its obligations under this Guaranty at any time, either at the scheduled or accelerated maturity of the Indebtedness or at any earlier or later time, and regardless of whether there has been a default with respect to the Indebtedness. The Bank shall not be required to first resort for payment of the Indebtedness to the Borrower or to any other person or their properties, or first to enforce, realize upon, or exhaust any collateral security given to secure the Indebtedness before enforcing this Guaranty. Each Guarantor waives presentment, demand for payment, notice of dishonor or nonpayment, and protest of any instrument evidencing part or all of the Indebtedness.

8. If any payment applied by the Bank to the Indebtedness is later set aside, recovered, rescinded, or returned for any reason (including, without limitation, the bankruptcy, insolvency, or reorganization of the Borrower or any other obligor), the Indebtedness to which the payment was applied shall under this Guaranty be deemed to have continued in existence, notwithstanding that application, and this Guaranty shall be enforceable for the Indebtedness as fully as if the application had never been made.

9. The liability of each Guarantor under this Guaranty is in addition to and cumulative with all other liabilities of each Guarantor to the Bank as a guarantor or otherwise, without limitation as to amount, unless the instrument or agreement evidencing or creating the other liability specifically provides to the contrary.

10. This Guaranty shall be enforceable regardless of the failure of other persons to sign other guaranties of the Indebtedness. This Guaranty shall be effective upon delivery to the Bank, without further act, condition, or acceptance by the Bank, and shall be binding upon each Guarantor and the representatives, successors, and assigns of each Guarantor for the benefit of the Bank and its participants, successors, and assigns. Any invalidity or unenforceability of any provision or application shall not affect other lawful provisions and applications of this Guaranty, which is severable. Before the payment in full of the Indebtedness, this Guaranty may not be waived, modified, amended, terminated, released, or otherwise changed except by a writing signed by each Guarantor and the Bank. This Guaranty is issued in and shall be governed by the laws of Texas.

11. Each Guarantor represents and warrants to the Bank that (I) it is a corporation duly organized and existing in good standing and has full power and authority to make and deliver this

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Guaranty; (ii) its execution, delivery, and performance of this Guaranty has been duly authorized by all necessary action of its directors and shareholders and does not and will not violate the provisions of, or constitute a default under, any presently applicable law or its certificate or articles of incorporation or bylaws or any agreement presently binding on it; (iii) this Guaranty has been duly executed and delivered by its authorized officers and constitutes its lawful, binding, and legally enforceable obligation (subject to the United States Bankruptcy Code and other similar laws generally affecting the enforcement of creditors' rights); and (iv) the authorization, execution, delivery, and performance of this Guaranty do not require notification to, registration with, or consent or approval by any federal, state, or local regulatory body or administrative agency.

IN WITNESS WHEREOF, this Guaranty has been duly executed on December 9,1997, by the Guarantors.

PATTERSON DRILLING COMPANY


By:  /s/ JAMES C. BROWN
     ----------------------------

Its: C.F.O.
     ----------------------------

PATTERSON PETROLEUM, INC.


By:  /s/ JAMES C. BROWN
     ----------------------------

Its: C.F.O.
     ----------------------------

PATTERSON PETROLEUM TRADING COMPANY, INC.


By:  /s/ JAMES C. BROWN
     ----------------------------

Its: C.F.O.
     ----------------------------

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EXHIBIT 99.1

ASSET PURCHASE AGREEMENT

BETWEEN

PATTERSON DRILLING COMPANY

AND

V&B DRILLING, INC.


TABLE OF CONTENTS

                                                                                                                     Page
                                                                                                                     ----

ARTICLE I
THE ASSET PURCHASE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
         SECTION 1.1  The Asset Purchase  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
         SECTION 1.2  Purchase Price  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
         SECTION 1.3  Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF PDC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
         SECTION 2.1  Organization, Standing and Power  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
         SECTION 2.2  Authority; Non-Contravention  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF V&B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
         SECTION 3.1  Organization, Standing and Power  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
         SECTION 3.2  Authority; Non-Contravention  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
         SECTION 3.3  Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
                 "Environmental Claim"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
                 "Environmental Permits"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
                 "Environmental Laws" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
                 "Hazardous Materials"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
                 "Material Adverse Effect"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
         SECTION 3.4  Contract Drilling Assets  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
         SECTION 3.5  Title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
         SECTION 3.6  Drilling Contracts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
         SECTION 3.7  Litigation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
         SECTION 3.8  Brokers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
         SECTION 3.9  Normal Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
         SECTION 3.10  V&B Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5

ARTICLE IV

ADDITIONAL AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
         SECTION 4.1  Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
         SECTION 4.2  Reasonable Efforts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
         SECTION 4.3  V&B, V Byrd and R Vaught Indemnification  . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
         SECTION 4.4  PDC Assumption of Drilling Contracts; V&B Invoicing of Direct Costs . . . . . . . . . . . . . .   6

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         SECTION 4.5  PDC Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
         SECTION 4.6  Real Estate Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
         SECTION 4.7  Disclaimer of Warranties  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6

ARTICLE V

CONDITIONS PRECEDENT TO THE ASSET PURCHASE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
         SECTION 5.1  Conditions to Each Party's Obligation to Effect the Asset Purchase  . . . . . . . . . . . . . .   7
         SECTION 5.2  Conditions to Obligation of V&B to Effect the Asset Purchase  . . . . . . . . . . . . . . . . .   7
         SECTION 5.3  Conditions to Obligations of PDC to Effect the Asset Purchase . . . . . . . . . . . . . . . . .   7

ARTICLE VI

GENERAL PROVISIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
         SECTION 6.1  Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
         SECTION 6.2  Interpretation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         SECTION 6.3  Counterparts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         SECTION 6.4  Entire Agreement; No Third-Party Beneficiaries  . . . . . . . . . . . . . . . . . . . . . . . .  11
         SECTION 6.5  Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         SECTION 6.6  Assignment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         SECTION 6.7  Severability  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         SECTION 6.8  Enforcement of This Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12


ANNEX 1          Description of Drilling Rigs, Equipment and Rolling Stock
ANNEX 2          Description of Real Property
ANNEX 3          List of Drilling Contracts
EXHIBIT A(I)     Non-Competition Agreement of V&B Drilling, Inc.
EXHIBIT A(II)    Non-Competition Agreement of Vernon Byrd
EXHIBIT A(III)   Non-Competition Agreement of Roland J. Vaught
EXHIBIT B                 Bill of Sale and Assignment
EXHIBIT C                 Warranty Deed
EXHIBIT D                 Warranty Deed
EXHIBIT E                 Warranty Deed
EXHIBIT F                 Warranty Deed

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ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT, dated November 14, 1997 (this "Agreement"), among PATTERSON DRILLING COMPANY ("PDC"), a Delaware corporation and a wholly-owned subsidiary of Patterson Energy, Inc. ("PEC"), and V&B DRILLING, INC., a Texas corporation ("V&B").

WITNESSETH:

WHEREAS, V&B owns seven drilling rigs, related drilling equipment and certain rolling stock (collectively, the "Drilling Rigs, Equipment and Rolling Stock"), and a shop and four yards in Odessa, Texas (collectively, the "Real Property"), all as more particularly described on Annex 1, in the case of the Drilling Rigs, Equipment and Rolling Stock and Annex 2, in the case of the Real Property;

WHEREAS, PDC desires to purchase, and V&B desires to sell, all of V&B's right, title and interest in the Drilling Rigs, Equipment and Rolling Stock and in the Real Property (the "Asset Purchase") for the consideration set forth and provided for herein; and

WHEREAS, PDC, on the one hand, and V&B, on the other, desire to make certain representations, warranties and agreements in connection with the Asset Purchase.

NOW, THEREFORE, in consideration of the premises and the representations, warranties and agreements herein contained, the parties agree as follows:

ARTICLE I

THE ASSET PURCHASE

SECTION 1.1 The Asset Purchase. Upon the terms and subject to the conditions of this Agreement, at the Closing (as defined in Section 1.3 below) provided herein, PDC shall purchase from V&B and V&B shall sell to PDC, all of V&B's right, title and interest in and to the Drilling Rigs, Equipment and Rolling Stock and in and to the Real Property.

SECTION 1.2 Purchase Price. PDC agrees to pay to V&B at the Closing a total of $13 million cash (the "Purchase Price") for all of V&B's right, title and interest in and to the Drilling Rigs, Equipment and Rolling Stock and in and to the Real Property. Of the Purchase Price, $129,000 will be allocated to the Real Property.

SECTION 1.3 Closing. The closing of the Asset Purchase (the "Closing") shall take place at 9:00 a.m., local time, on the date of this Agreement at the offices of Patterson Energy, Inc., in


Snyder, Texas, or at such other time and place as PDC and V&B shall agree.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF PDC

PDC represents and warrants to V&B as follows:

SECTION 2.1 Organization, Standing and Power. PDC is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to carry on its business as now being conducted.

SECTION 2.2 Authority; Non-Contravention. PDC has all requisite power and authority to enter into this Agreement and to consummate the Asset Purchase. The execution and delivery by PDC of this Agreement and the consummation by PDC of the Asset Purchase have been duly authorized by all necessary corporate action on the part of PDC. This Agreement has been duly executed and delivered by PDC and (assuming the valid authorization, execution and delivery of this Agreement by V&B) constitutes a valid and binding obligation of PDC enforceable against PDC in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws of general applicability relating to or affecting the enforcement of creditors' rights and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). No filing or registration with, or authorization, consent or approval of, any domestic (federal and state), foreign or supranational court, commission, governmental body, regulatory agency, authority or tribunal (a "Governmental Agency") is required by or with respect to PDC in connection with the execution and delivery of this Agreement by PDC or is necessary for the consummation by PDC of the Asset Purchase and the other transactions contemplated by this Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF V&B

SECTION 3.1 Organization, Standing and Power. V&B is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Texas and has the requisite corporate power and authority to carry on its business as now being conducted.

SECTION 3.2 Authority; Non-Contravention. V&B has all requisite power and authority to enter into this Agreement and to consummate the Asset Purchase. This Agreement has been duly executed and delivered by V&B and (assuming the valid authorization, execution and delivery of this Agreement by PDC) constitutes a valid and binding obligation of V&B enforceable against it in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency,

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reorganization, moratorium, fraudulent transfer or other similar laws of general applicability relating to or affecting the enforcement of creditors' rights and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). The execution and delivery of this Agreement do not, and the consummation of the Asset Purchase and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice of lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charges or encumbrances upon any of the properties or assets of V&B under, any provision of (i) the Articles of Incorporation or Bylaws of V&B (true and complete copies of which as of the date hereof have been delivered to PDC),
(ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to V&B or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to V&B or any of its respective properties or assets. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to V&B in connection with the execution and delivery of this Agreement by V&B is necessary for the consummation by V&B of the Asset Purchase.

SECTION 3.3 Environmental Matters.

(a) Except to the extent that the inaccuracy of any of the following, individually or in the aggregate, would not have a Material Adverse Effect on V&B, to the knowledge of V&B:

(i) V&B holds, and is in compliance with and has been in compliance with for the last three years, all Environmental Permits, and is otherwise in substantial compliance and has been in substantial compliance for the last three years with, all applicable Environmental Laws and there is no condition that is reasonably likely to prevent or materially interfere prior to the Effective Time with compliance by V&B with Environmental Laws;

(ii) no modification, revocation, reissuance, alteration, transfer or amendment of any Environmental Permit, or any review by, or approval of, any third party of any Environmental Permit is required in connection with the execution or delivery of this Agreement or the consummation by V&B of the transactions contemplated hereby or the operation of the business of V&B on the date of the Closing;

(iii) V&B has not received any Environmental Claim, nor has any Environmental Claim been threatened against V&B;

(iv) V&B has not entered into, agreed to or is not subject to any outstanding judgment, decree, order or consent arrangement with any governmental authority under any Environmental Laws, including without limitation those relating to compliance with any Environmental Laws or to the investigation, cleanup, remediation or removal of Hazardous Materials;

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(v) there are no circumstances that are reasonably likely to give rise to liability under any agreements with any person pursuant to which V&B would be required to defend, indemnify, hold harmless, or otherwise be responsible for any violation by or other liability or expense of such person, or alleged violation by or other liability or expense of such person, arising out of any Environmental Law; and

(vi) there are no other circumstances or conditions that are reasonably likely to give rise to liability of V&B under any Environmental Laws.

(b) For purposes of this Agreement, the terms below shall have the following meanings:

"Environmental Claim" means any written complaint, notice, claim, demand, action, suit or judicial, administrative or arbitral proceeding by any person to V&B asserting liability or potential liability (including without limitation, liability or potential liability for investigatory costs, cleanup costs, governmental response costs, natural resource damages, property damage, personal injury, fines or penalties) arising out of, relating to, based on or resulting from (i) the presence, discharge, emission, release or threatened release of any Hazardous Materials at any location, (ii) circumstances forming the basis of any violation or alleged violation of any Environmental Laws or Environmental Permits, or (iii) otherwise relating to obligations or liabilities of V&B under any Environmental Law.

"Environmental Permits" means all permits, licenses, registrations, exemptions and other governmental authorizations required under Environmental Laws for V&B to conduct its operations as presently conducted.

"Environmental Laws" means all applicable foreign, federal, state and local statutes, rules, regulations, ordinances, orders, decrees and common law relating in any manner to pollution or protection of the environment, to the extent and in the form that such exist at the date hereof.

"Hazardous Materials" means all hazardous or toxic 3 substances, wastes, materials or chemicals, petroleum (including crude oil or any fraction thereof) and petroleum products, asbestos and asbestos-containing materials, pollutants, contaminants and all other materials and substances, including but not limited to radioactive materials, regulated pursuant to any Environmental Laws.

"Material Adverse Effect" means any change or effect that is or, as far as can reasonably be determined, is likely to be materially adverse to the assets, properties, conditions (financial or otherwise), business or results of operations of V&B.

SECTION 3.4 Contract Drilling Assets. Annex 1 and Annex 2 set forth a complete list

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of all assets of V&B, relating to or used in its contract drilling operations, other than the two vehicles (1998 Lincoln Navigator and 1993 Lincoln) currently being used by Roland J. Vaught ("R Vaught") and Vernon Byrd ("V Byrd").

SECTION 3.5 Title. Set forth in Annex 1 and Annex 2 is a description of the Drilling Rigs, Equipment and Rolling Stock and of the Real Property, respectively, which description is accurate and complete in all material respects. V&B has good and, in the case of the Real Property, indefeasible title to a 100% interest in the Drilling Rigs, Equipment and Rolling Stock and in the Real Property, subject to no Liens except for (i) Liens for taxes not yet delinquent or the validity of which is being contested in good faith, and (ii) any Liens arising by operation of law securing obligations not yet overdue. For purposes of this Agreement "Liens" means liens, mortgages, pledges, security interests, encumbrances, claims or charges of any kind.

SECTION 3.6 Drilling Contracts. Set forth in Annex 3 is a true and correct list of all drilling contracts (collectively, the "Drilling Contracts") to which V&B is a party as of the date of this Agreement. A copy of each of the Drilling Contracts has previously been delivered to PDC.

SECTION 3.7 Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of V&B, threatened against V&B at law or in equity before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or before any arbitrator of any kind, except for a suit pending in Andrews County, Texas, involving ad valorem taxes in an amount less than $5,000 and otherwise not material to V&B or the transaction contemplated by this Agreement.

SECTION 3.8 Brokers. No broker, investment banker or other person is entitled to any broker's, finder's or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of V&B.

SECTION 3.9 Normal Operations. All wells currently being drilled by V&B under the Drilling Contracts are drilling under normal operations.

SECTION 3.10 V&B Stockholders. Vernon Byrd and Roland J. Vaught are the only stockholders of V&B.

ARTICLE IV

ADDITIONAL AGREEMENTS

SECTION 4.1 Fees and Expenses. All costs and expenses incurred by PDC in connection with this Agreement and the transactions contemplated hereby shall be paid by PDC; such costs and expenses incurred by V&B shall be paid by V&B.

SECTION 4.2 Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Asset Purchase and the other transactions contemplated by this Agreement and the prompt satisfaction of the conditions hereto.

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SECTION 4.3 V&B, V Byrd and R Vaught Indemnification. On and after the date of Closing, V&B, V Byrd, President, director and stockholder of V&B, and R Vaught ("R Vaught"), Vice President, director and stockholder of V&B, shall jointly and severally indemnify and hold PEC and PDC harmless against and in respect of all actions, suits, demands, judgments, costs and expenses (including reasonable attorneys' fees of PEC or PDC), relating to any misrepresentation, breach of any representation or warranty or non-fulfillment of any agreement on the part of V&B contained in this Agreement. The indemnification provided for in this Section 4.3 shall terminate and be of no further force and effect two years from the Closing Date, except as to any representation or warranty as to which a written notice of claim for indemnification has been given to V&B, V Byrd and R Vaught prior to the expiration of such two-year period.

SECTION 4.4 PDC Assumption of Drilling Contracts; V&B Invoicing of Direct Costs. Effective as of 7:00 a.m. Odessa, Texas time on the date of this Agreement ("Effective Time of Assumption"), PDC shall assume all obligations and rights and benefits of V&B under each of the Drilling Contracts. In addition, within 30 days following Closing, V&B shall invoice PDC for all direct costs incurred by V&B under each of the Drilling Contracts prior to the Effective Time of Assumption, which invoices shall be paid to V&B by PDC within 30 days of receipt by PDC.

SECTION 4.5 PDC Indemnification. PDC shall indemnify and hold V&B harmless from all costs and liabilities (including reasonably attorneys' fees) incurred by V&B under any of the Drilling Contracts for events that occurred after the Effective Time of Assumption.

SECTION 4.6 Real Estate Taxes. V&B and PDC agree that any special assessments or other charges relating to the Real Property shall be prorated between V&B and PDC to the date of Closing.

SECTION 4.7 Disclaimer of Warranties. V&B and PDC both understand and agree that the Drilling Rigs, Equipment and Rolling Stock are being conveyed by V&B to PDC in "AS IS, WHERE IS" condition, and V&B hereby disclaims any and all warranties relating to the condition of the Drilling Rigs, Equipment and Rolling Stock, and V&B hereby specifically disclaims the warranty of MERCHANTABILITY and FITNESS FOR A PARTICULAR PURPOSE, with respect to the Drilling Rigs, Equipment and Rolling Stock.

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ARTICLE V

CONDITIONS PRECEDENT TO THE ASSET PURCHASE

SECTION 5.1 Conditions to Each Party's Obligation to Effect the Asset Purchase. The respective obligations of each party to effect the Asset Purchase shall be subject to the fulfillment or waiver (where permissible) at or prior to the Closing Date of each of the following conditions:

(a) No Order. No Governmental Entity or court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which is then in effect and has the effect of prohibiting the Asset Purchase or any of the other transactions contemplated hereby; provided that, in the case of any such decree, injunction or other order, each of the parties shall have used reasonable best efforts to prevent the entry of any such injunction or other order and to appeal as promptly as practicable any decree, injunction or other order that may be entered.

(b) Consents. V&B shall have received written consents of the other party or parties to each of the Drilling Contracts for the assumption thereof by PDC pursuant to the provisions of Section 4.4 of this Agreement and delivered copies thereof to PDC.

SECTION 5.2 Conditions to Obligation of V&B to Effect the Asset Purchase. The obligation of V&B to effect the Asset Purchase shall be subject to the fulfillment at or prior to the Closing of the following additional conditions; provided that V&B may waive any of such conditions in its sole discretion:

(a) Performance of Obligations; Representations and Warranties. PDC shall have performed in all material respects each of its agreements contained in this Agreement required to be performed on or prior to the Closing, each of the representations and warranties of PDC contained in this Agreement shall be true and correct on and as of the Closing.

(b) Officers' Certificate. PDC shall have furnished to V&B a certificate, dated the Closing, signed by the appropriate officers of PDC, certifying to the effect that to the best of the knowledge and belief of PDC, the conditions set forth in Section 5.1 and Section 5.2(a) have been satisfied in full.

(c) Payment of Purchase Price. PDC shall have made delivery of the Purchase Price as provided in Section 1.2 of this Agreement.

SECTION 5.3 Conditions to Obligations of PDC to Effect the Asset Purchase. The obligations of PDC to effect the Asset Purchase shall be subject to the fulfillment at or prior to the Closing of the following additional conditions, provided that PDC may waive any such conditions in its sole discretion:

7

(a) Performance of Obligations; Representations and Warranties. V&B shall have performed in all material respects each of its agreements contained in this Agreement required to be performed on or prior to the Closing, each of the respective representations and warranties of V&B contained in this Agreement shall be true and correct on and as of the Closing shall be true in all material respects on and as of the Closing.

(b) Officers' Certificate. V&B shall have furnished to PDC a certificate, dated the Closing, signed by the appropriate officers of V&B, certifying to the effect that to the best of the knowledge and belief of V&B, the conditions set forth in Section 5.1 and Section 5.3(a) have been satisfied.

(c) Opinion of Counsel. PDC shall have received an opinion of counsel Rick Browning, Attorney at Law, Odessa, Texas, counsel to V&B, dated the Closing, substantially to the effect that:

(i) The incorporation, existence and good standing of V&B are as stated in this Agreement.

(ii) This Agreement has been duly authorized, executed and delivered by V&B, and (assuming the due and valid authorization, execution and delivery by PDC) constitutes the legal, valid and binding agreement of V&B enforceable against V&B in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws of general applicability relating to or affecting the enforcement of creditors' rights and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

(iii) The execution and performance by V&B of this Agreement will not violate the Articles of Incorporation or Bylaws of V&B and will not violate, result in a breach of, or constitute a default under, any material lease, mortgage, contract, agreement, instrument, law, rule, regulation, judgment, order or decree known to such counsel to which V&B is a party or to which it or any of its properties or assets may be bound.

(iv) To the knowledge of such counsel, there are no actions, suits or proceedings, pending or threatened against or affecting V&B by any Governmental Entity which seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement.

(v) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental agency or body which has not been obtained is required on behalf of V&B for consummation of the transactions contemplated by this Agreement.

(vi) Each Non-Competition Agreement between PDC and each of V&B, V Byrd and R Roland constitutes the legal, valid and binding agreement of it/him enforceable against it/him in accordance with its terms, except to the extent enforceability may be limited by bankruptcy,

8

insolvency, reorganization, moratorium, fraudulent transfer or other similar laws of general applicability relating to or affecting the enforcement of creditors' rights and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

In rendering such opinion, counsel for V&B may rely as to matters of fact upon the representations of officers of V&B contained in any certificate delivered to such counsel and certificates of public officials.

Such opinion shall be limited to the laws of the United States of America and the State of Texas.

(d) Bill of Sale and Assignment. V&B shall have executed and delivered the Bill of Sale and Assignment covering the Drilling Rigs, Equipment and Rolling Stock in the form attached hereto as Exhibit B.

(e) General Warranty Deeds. V&B shall have executed and delivered the respective General Warranty Deeds in the respective forms attached hereto as Exhibits C, D, E and F, relating to the respective yards being purchased hereunder by PDC

(f) Title Insurance. PDC shall have obtained title commitments for title insurance on the Real Property.

(g) Titles. V&B shall have endorsed and delivered the title certificates to the Rolling Stock described in Annex 1.

(h) Non-Competition Agreements. A Non-Competition Agreement in the respective forms attached hereto as Exhibits A(I), A(II) and A(III) shall have been executed and delivered by V&B, V Byrd and R Vaught, as the case may be.

(i) Phase I Environmental Report. PDC shall have received a Phase I Environmental Report (at its expense) covering the Real Property, with conclusions satisfactory to PDC.

ARTICLE VI

GENERAL PROVISIONS

SECTION 6.1 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, sent by overnight courier or telecopied (with a confirmatory copy sent by overnight courier) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

9

(a)      If to PDC, to:

                 Patterson Energy, Inc.
                 4510 Lamesa Highway
                 P.O. Drawer 1416
                 Snyder, Texas   79549

                 Attention:       A. Glenn Patterson
                                  President and Chief
                                     Operating Officer
with copies to:

                 Thomas H. Maxfield, Esq.
                 Baker & Hostetler LLP
                 303 East 17th Avenue, Suite 1100
                 Denver, Colorado   80203-1264

(b)      if to V&B, to:

                 Vernon Byrd, President
                 V&B Drilling, Inc.
                 2513 Mercury Avenue
                 Post Office Box 69109
                 Odessa, Texas   79769-9109

with copies to:

                 Rick Browning
                 Attorney at Law

5050 East University, Suite One Odessa, Texas 79762

(c) if to Vernon Byrd, to:

Vernon Byrd c/o V&B Drilling, Inc. 2513 Mercury Avenue Post Office Box 69109 Odessa, Texas 79769-9109 Facsimile: (915) 381-2720

with copies to:

Rick Browning Attorney at Law 5050 East University, Suite One Odessa, Texas 79762

(d) if to Roland J. Vaught, to:

Roland J. Vaught c/o V&B Drilling, Inc. 2513 Mercury Avenue Post Office Box 69109 Odessa, Texas 79769-9109 Facsimile: (915) 381-2720

10

with copies to:

Rick Browning Attorney at Law 5050 East University, Suite One Odessa, Texas 79762

SECTION 6.2 Interpretation. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated, and the words "hereof', "herein" and "hereunder" and similar terms refer to this Agreement as a whole and not to any particular provision of this Agreement, unless the context otherwise requires. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation."

SECTION 6.3 Counterparts. This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

SECTION 6.4 Entire Agreement; No Third-Party Beneficiaries. This Agreement, including the documents and instruments referred to herein, (a) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (b) is not intended to confer upon any person other than the parties any rights or remedies hereunder; provided, however, that legal counsel for V&B hereto may rely upon the representations and warranties of V&B contained herein and in the certificates delivered pursuant to Sections 5.2(b) and 5.3(b).

11

SECTION 6.5 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

SECTION 6.6 Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

SECTION 6.7 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby are not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions be consummated as originally contemplated to the fullest extent possible.

SECTION 6.8 Enforcement of This Agreement. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

IN WITNESS WHEREOF, PDC and V&B have executed this Agreement as of the date first written above.

PDC:

PATTERSON DRILLING COMPANY

                                By:  /s/ A. GLENN PATTERSON
                                   ---------------------------------------
                                     A. Glenn Patterson
                                     Chief Operating Officer
Attest:

James C. Brown, Secretary

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V&B:

V&B DRILLING, INC.

                                         By: /s/ VERNON BYRD
                                            --------------------------------
                                            Vernon Byrd
                                            President
Attest:

Roland J. Vaught, Secretary

TO INDUCE PATTERSON DRILLING COMPANY TO ENTER INTO THIS ASSET PURCHASE AGREEMENT AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE UNDERSIGNED, BEING THE OFFICERS, DIRECTORS AND STOCKHOLDERS OF V&B DRILLING, INC., ACCEPT AND AGREE TO BE BOUND BY THE INDEMNIFICATION PROVISIONS OF SECTION 4.3 OF THIS ASSET PURCHASE AGREEMENT.

/s/ VERNON BYRD
-----------------------------
Vernon Byrd


/s/ ROLAND J. VAUGHT
-----------------------------
Roland J. Vaught

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ANNEX 1
TO
ASSET PURCHASE AGREEMENT

DESCRIPTION OF DRILLING RIGS, EQUIPMENT AND ROLLING STOCK

A.       Drilling Rigs and Equipment.
         -------- ---- --- ---------
 Rig No.                                             Drawworks Manufacturer
 --- ---                                             --------- ------------

 Rig No. 1 . . . . . . . . . . . . . . . . .                  W-45
 Rig No. 2 . . . . . . . . . . . . . . . . .                  W-45

 Rig No. 3 . . . . . . . . . . . . . . . . .                  W-45

 Rig No. 4 . . . . . . . . . . . . . . . . .                  W-45
 Rig No. 5 . . . . . . . . . . . . . . . . .               BDW 450-T

 Rig No. 6 . . . . . . . . . . . . . . . . .                  V-15
 Rig No. 9 . . . . . . . . . . . . . . . . .                  W-45

All related parts and equipment, including engines, mud pumps, hooks and blocks, derricks, substructures, rotary tables, blow-out prevention equipment, drill bits and all tubular goods on the rigs and in the yards owned by V&B, all of which are set forth on Appendix I to the Bill of Sale and Assignment attached to this Agreement as Exhibit B.

NOTE: For more specific information concerning the rigs and related equipment, see Appendix I, to Bill of Sale and Assignment attached to this Agreement as Exhibit B.

B. Rolling Stock

All rolling stock owned by V&B at the Effective Time of Assumption (except the 1998 Lincoln Navigator driven by V Byrd and the 1993 Lincoln driven by R Vaught.

NOTE: For more specific information concerning the rolling stock, see Appendix II to Bill of Sale and Assignment attached to this Agreement as Exhibit B.

AX-1 - 1


ANNEX 2
TO
ASSET PURCHASE AGREEMENT

DESCRIPTION OF REAL PROPERTY

I. Lots 15, 16, 17 and 18, Block 5, Rochester Replat of a portion of 1936 Subdivision as shown by the map or plat of record in Volume 9, Page 23, Plat Records, Ector County, Texas;

II. Lots 22, 23, 24 and 25, Block 1, Rochester Replat of a portion of 1936 Subdivision, a subdivision of 312.19 acres of a land in the West part of Section 24, Block 43, T-2-S, T & P RR Company Survey, Ector County, Texas, as shown by the map or plat of record in the office of the County Clerk of said County;

III. Lot 5, Block 6, Westover Acres, a subdivision in Ector County, Texas, according to the map or plat thereof of record in Volume 4, Page 44, Plat Records of Ector County, Texas;

IV. Being a 4.47 acre tract of land in the Southwest Part of a 10.267 acre tract of land in the Northwest Part of Section 33, Block 43, T-2-S, T & P Ry. Co. Survey, Ector County, Texas.

NOTE: The Real Property is more particularly described on the Warranty Deeds attached to this Agreement as Exhibits C, D, E and F, respectively.

AX-2 - 1


ANNEX 3
TO
ASSET PURCHASE AGREEMENT

LIST OF DRILLING CONTRACTS

RIG
NO.          COUNTY       DATE               OPERATOR       WELL NAME
---          -------       ----               --------      ---- ----

  5          Midland     04/15/97     Arco Permian          TXL "N" 39-1 #1
  6          Andrews     10/10/97     Minihan Oil & Gas     University Consolidated XII #56

  1           Ector      11/03/97     Citation Oil & Gas    H. E. Cummins #15

  4           Ector      01/17/97     Anadarko              GCDU #284
  9           Ector      01/17/97     Anadarko              GCDU #264

AX-3 - 1


EXHIBIT A(I)

PATTERSON DRILLING COMPANY

NON-COMPETITION AGREEMENT

THIS NON-COMPETITION AGREEMENT is made and entered into this _____ day of November, 1997 (this "Agreement"), by and between PATTERSON DRILLING COMPANY, a Delaware corporation ("PDC"), and V&B DRILLING, INC., a Texas corporation ("V&B").

RECITALS:

A. Simultaneously with the execution of this Agreement, PDC and V&B have entered into that certain Asset Purchase Agreement, dated of even date herewith (the "Asset Purchase Agreement"), providing for, among other things, the purchase by PDC of the drilling rigs, related equipment and rolling stock owned by V&B.

B. The execution and delivery of this Agreement is a condition to the consummation of the Asset Purchase contemplated by the Asset Purchase Agreement, and the parties are entering into this Agreement in order to fulfill such condition.

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

1. Period of Agreement.

The period of this Agreement shall commence on the date hereof and remain in effect through November 1, 2002 (the "Non-Compete Period").

2. Covenant Not to Compete.

(a) V&B covenants and agrees that during the Non-Compete Period, V&B shall not, without the prior written consent of PDC, directly or indirectly, alone or in association with any other person, carry on, be engaged, concerned, or take part in, render services to, or otherwise assist, or own, share in the earnings of, or invest in the stock, bonds, or other securities of, any person which is engaged in, the contract oil and gas well drilling business within the Permian Basin of West Texas and Southeastern New Mexico (the "Competitive Business"); provided, however, that V&B may (i) invest and/or engage in any business that routinely provides third-party services (as such term is commonly used in the contract oil and gas well drilling business) to a Competitive Business, but

EXH A(I) - 1


is not engaged in the actual conduct of a Competitive Business, or (ii) invest in stock, bonds, or other securities of any Competitive Business (but without otherwise participating in the Competitive Business) if: (A) such stock, bonds, or other securities are listed on any national securities exchange or are registered under Section 12(g) of the Securities Exchange Act of 1934, as amended; (B) the investment does not exceed, in the case of any class of capital stock of any one issuer, two percent (2%) of the issued and outstanding shares, or, in the case of bonds or other securities of any one issuer, two percent (2%) of the aggregate principal amount thereof issued and outstanding; and (C) such investment would not prevent, directly or indirectly, the transaction of business by PDC or any affiliate of PDC with any state, district, territory, or possession of the United States or any governmental subdivision, agency, or instrumentality thereof by virtue of any statute, law, regulation or administrative practice. The period of time during which V&B is prohibited from engaging in certain activities by this Section shall be extended by the length of time during which V&B is in breach of the terms of this section.

(b) It is understood by and between the parties hereto that the foregoing covenant by V&B not to enter into competition with PDC as set forth in Section 2(a) hereof is an essential element of this Agreement and the Asset Purchase Agreement and that, but for the agreement of V&B to comply with such covenant, PDC would not have agreed to enter into this Agreement or the Asset Purchase Agreement. PDC and V&B have independently consulted with their respective counsel and have been advised in all respects concerning the reasonableness and propriety of such covenant, with specific regard to the nature of the business conducted by PDC and its affiliates. V&B agrees that such covenant is reasonable in scope, geographic area, and duration, and that compliance with such covenant would not impose economic hardship on V&B.

3. Restrictions on Soliciting Business of PDC.

V&B further covenants and agrees that during the Non-Compete Period, V&B will not, either for itself or for any other person or entity, directly or indirectly, engage in any of the following activities in a Competitive Business without the express prior written consent of PDC:

(a) Solicit or hire any of the employees of PDC or solicit or take away any of PDC's customers, lessors, or suppliers or attempt any of the foregoing:

(b) Acquire or attempt to acquire rights providing any product or service in a Competitive Business within the territory described in
Section 2 hereof; or

(c) Engage in any act which would interfere with or harm any business relationship PDC has with any customer, lessor, employee, principal or supplier.

4. Specific Performance.

Without intending to limit the remedies available to PDC, V&B acknowledges that PDC will have no adequate remedies at law if V&B violates the terms of Sections 2 or 3, hereof. In

EXH A(I) - 2


such event, V&B agrees that PDC shall have the right, in addition to any other rights it may have, to obtain in any court of competent jurisdiction specific performance of such Sections of this Agreement or injunctive relief to restrain any breach or threatened breach thereof. Nothing herein shall be construed as prohibiting PDC from pursuing any other remedies available to PDC (whether at law or in equity) for such breach or threatened breach, including, without limitation, the recovery of monetary damages from V&B.

The provisions of this Section 4 shall survive the expiration, termination or cancellation of this Agreement.

5. Attorneys Fees and Costs.

If an action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys fees, costs and necessary expenses in addition to any other relief to which that party may be entitled. This provision is applicable to this entire Agreement.

6. Representations and Warranties of PDC and V&B.

(a) Representations and Warranties of PDC. PDC hereby represents and warrants to V&B that: (i) it has all requisite power to enter into and perform its obligations under this Agreement; (ii) this Agreement has been duly and validly authorized by all necessary corporate action on the part of PDC; (iii) the execution of this Agreement by PDC and performance of PDC's obligations hereunder do not require the consent or approval of any other party; and (iv) this Agreement is a valid and binding obligation of PDC.

(b) Representations and Warranties of V&B. V&B hereby represents and warrants to PDC that: (i) V&B has the capacity and power to enter into and perform obligations of V&B under this Agreement; (ii) V&B has duly and validly executed this Agreement; (iii) the execution of this Agreement and performance of obligations of V&B hereunder do not require the consent or approval of any other party; and (iv) this Agreement constitutes a valid and binding obligation of V&B.

7. General Provisions.

(a) Compliance with Laws. The parties agree that they will comply with all applicable laws and regulations of government bodies or agencies in their respective performance of their obligations under this Agreement.

(b) Governing Law and Construction. This Agreement will be governed by and construed in accordance with the laws of the State of Texas without reference to its conflict-of-laws principles. This Agreement's final form resulted from review and negotiations among the parties and their attorneys, and no part of this Agreement should be construed against any party on the basis of authorship.

EXH A(I) - 3


(c) Forum for Dispute Resolution. If any dispute arises among the parties concerning the interpretation or performance of any portion of this Agreement which the parties are unable to resolve themselves, and any party brings an action against any other party seeking a declaratory order, specific performance, damages, or any other legal or equitable relief based on this Agreement, the parties agree that the forum for any such action shall be an appropriate federal or state court in Texas having jurisdiction, agree that venue will be proper in such courts, and waive any objections based on inconvenience of the forum, and further agree that the prevailing party in any such action, as determined by the court, shall be awarded its reasonable attorneys' fees and costs in addition to any relief or judgment the court awards.

(d) Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties with respect to the subject matter contained herein and supersedes any previous oral or written communications, representations, understandings or agreements with respect thereto. The terms of this Agreement may be modified only in a writing, signed by authorized representatives of both parties.

(e) Assignability. This Agreement will be binding upon the parties' respective successors and permitted assigns. Neither party may assign this Agreement and/or any of its rights and/or obligations hereunder without the prior written consent of the other party, and any such attempted assignment will be void; provided, however, that PDC may assign this Agreement to PEC or to another subsidiary of PEC without the prior written consent of V&B, and provided further that a transfer by PDC as a result of a merger or sale of all or substantially all of the assets of PDC with or to a third party that assumes PDC's obligations hereunder by operation of law or otherwise shall not constitute a prohibited assignment under this Section 8(e).

(f) Waiver. A waiver of a breach or default under this Agreement will not constitute a waiver of any other breach or default. Failure or delay by either party to enforce compliance with any term or condition of this Agreement will not constitute a waiver of such term or condition.

(g) Severability. If any provision of this Agreement is declared to be invalid, the parties agree that such invalidity will not affect the validity of the remaining provisions of this Agreement, and further agree, to the extent possible, to substitute for the invalid provision a valid provision that approximates the intent and economic effect of the invalid provision as closely as possible.

(h) Headings. The titles of the Sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

(i) Notice. Any notice, request, consent, demand or other communication required to be given under this Agreement will be in writing and will be given personally, by facsimile or by mailing the same, first-class, postage prepaid to the appropriate address and facsimile number set forth below or to such other person or at such other address as may hereafter be designated by like notice.

EXH A(I) - 4


Notices by mail will be considered delivered and become effective three days after the mailing thereof. All notices by facsimile will be considered delivered and become effective immediately upon the confirmed (by answer back or other tangible printed verification or successful receipt) sending thereof.

To PDC: Patterson Drilling Company

4510 Lamesa Highway
P.O. Drawer 1410
Snyder, Texas   79550
Facsimile:  (915) 573-0281
Attention:    A. Glenn Patterson
              President and Chief Operating
                Officer

To V&B: V&B Drilling, Inc. 2513 Mercury Avenue P.O. Box 69109 Odessa, Texas 79769-9109 Facsimile: (915) 381-2720

with copies to:

Rick Browning Attorney at Law 5050 East University, Suite One Odessa, Texas 79762

(j) Counterparts. This Agreement may be executed in counterparts and by the parties hereto in separate counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

EXH A(I) - 5


IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed by their respective representatives as of the day and year first above written.

"PDC"

PATTERSON DRILLING COMPANY

By: /s/ JAMES C. BROWN
   -----------------------------------
    James C. Brown
    Vice President-Finance

"V&B"

V&B DRILLING, INC.

By: /s/ VERNON BYRD
   -----------------------------------
    Vernon Byrd
    President

EXH A(I) - 6


EXHIBIT A(II)

PATTERSON DRILLING COMPANY

NON-COMPETITION AGREEMENT

THIS NON-COMPETITION AGREEMENT is made and entered into this _____ day of November, 1997 (this "Agreement"), by and between PATTERSON DRILLING COMPANY, a Delaware corporation ("PDC"), and VERNON BYRD, an individual residing in Odessa, Texas ("V Byrd").

RECITALS:

A. Simultaneously with the execution of this Agreement, PDC has entered into that certain Asset Purchase Agreement, dated of even date herewith (the "Asset Purchase Agreement"), between PDC and V&B DRILLING, INC. ("V&B"), providing for, among other things, the purchase by PDC of the drilling rigs, related equipment and rolling stock owned by V&B.

B. V Byrd is an officer, director and stockholder of V&B.

C. The execution and delivery of this Agreement is a condition to the consummation of the Asset Purchase contemplated by the Asset Purchase Agreement, and the parties are entering into this Agreement in order to fulfill such condition.

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

1. Period of Agreement.

The period of this Agreement shall commence on the date hereof and remain in effect through November 1, 2002 (the "Non-Compete Period").

2. Covenant Not to Compete.

(a) V Byrd covenants and agrees that during the Non-Compete Period, V Byrd shall not, without the prior written consent of PDC, directly or indirectly, and whether as a principal or as an agent, officer, director, employee, consultant, or otherwise, alone or in association with any other person, carry on, be engaged, concerned, or take part in, render services to, or otherwise assist,

EXH A(II) - 1


or own, share in the earnings of, or invest in the stock, bonds, or other securities of, any person which is engaged in, the contract oil and gas well drilling business within the Permian Basin of West Texas and Southeastern New Mexico (the "Competitive Business"); provided, however, that V Byrd may (i) invest and/or engage in any business that routinely provides third-party services (as such term is commonly used in the contract oil and gas well drilling business) to a Competitive Business, but is not engaged in the actual conduct of a Competitive Business, or (ii) invest in stock, bonds, or other securities of any Competitive Business (but without otherwise participating in the Competitive Business) if: (A) such stock, bonds, or other securities are listed on any national securities exchange or are registered under Section 12(g) of the Securities Exchange Act of 1934, as amended; (B) the investment does not exceed, in the case of any class of capital stock of any one issuer, two percent (2%) of the issued and outstanding shares, or, in the case of bonds or other securities of any one issuer, two percent (2%) of the aggregate principal amount thereof issued and outstanding; and (C) such investment would not prevent, directly or indirectly, the transaction of business by PDC or any affiliate of PDC with any state, district, territory, or possession of the United States or any governmental subdivision, agency, or instrumentality thereof by virtue of any statute, law, regulation or administrative practice. The period of time during which V Byrd is prohibited from engaging in certain activities by this Section shall be extended by the length of time during which V Byrd is in breach of the terms of this section.

(b) It is understood by and between the parties hereto that the foregoing covenant by V Byrd not to enter into competition with PDC as set forth in Section 3(a) hereof is an essential element of this Agreement and the Asset Purchase Agreement and that, but for the agreement of V Byrd to comply with such covenant, PDC would not have agreed to enter into this Agreement or the Asset Purchase Agreement. PDC and V Byrd have independently consulted with their respective counsel and have been advised in all respects concerning the reasonableness and propriety of such covenant, with specific regard to the nature of the business conducted by PDC and its affiliates. V Byrd agrees that such covenant is reasonable in scope, geographic area, and duration, and that compliance with such covenant would not impose economic or professional hardship on V Byrd.

3. Restrictions on Soliciting Business of PDC.

V Byrd further covenants and agrees that during the Non-Compete Period, V Byrd will not, either for himself or for any other person or entity, directly or indirectly, engage in any of the following activities in a Competitive Business without the express prior written consent of PDC:

(a) Solicit or hire any of the employees of PDC or solicit or take away any of PDC's customers, lessors, or suppliers or attempt any of the foregoing:

(b) Acquire or attempt to acquire rights providing any product or service in a Competitive Business within the territory described in
Section 3 hereof; or

(c) Engage in any act which would interfere with or harm any business relationship PDC has with any customer, lessor, employee, principal or supplier.

EXH A(II) - 2


4. Specific Performance.

Without intending to limit the remedies available to PDC, V Byrd acknowledges that PDC will have no adequate remedies at law if V Byrd violates the terms of Section 3 or 4, hereof. In such event, V Byrd agrees that PDC shall have the right, in addition to any other rights it may have, to obtain in any court of competent jurisdiction specific performance of such Sections of this Agreement or injunctive relief to restrain any breach or threatened breach thereof. Nothing herein shall be construed as prohibiting PDC from pursuing any other remedies available to PDC (whether at law or in equity) for such breach or threatened breach, including, without limitation, the recovery of monetary damages from V Byrd.

The provisions of this Section 4 shall survive the expiration, termination or cancellation of this Agreement.

5. Attorneys Fees and Costs.

If an action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys fees, costs and necessary expenses in addition to any other relief to which that party may be entitled. This provision is applicable to this entire Agreement.

6. Representations and Warranties of PDC and V Byrd.

(a) Representations and Warranties of PDC. PDC hereby represents and warrants to V Byrd that: (i) it has all requisite power to enter into and perform its obligations under this Agreement; (ii) this Agreement has been duly and validly authorized by all necessary corporate action on the part of PDC; (iii) the execution of this Agreement by PDC and performance of PDC's obligations hereunder do not require the consent or approval of any other party; and (iv) this Agreement is a valid and binding obligation of PDC.

(b) Representations and Warranties of V Byrd. V Byrd hereby represents and warrants to PDC that: (i) V Byrd has the capacity and power to enter into and perform obligations of V Byrd under this Agreement;
(ii) V Byrd has duly and validly executed this Agreement; (iii) the execution of this Agreement and performance of obligations of V Byrd hereunder do not require the consent or approval of any other party; and (iv) this Agreement constitutes a valid and binding obligation of V Byrd.

7. General Provisions.

(a) Compliance with Laws. The parties agree that they will comply with all applicable laws and regulations of government bodies or agencies in their respective performance of their obligations under this Agreement.

EXH A(II) - 3


(b) Governing Law and Construction. This Agreement will be governed by and construed in accordance with the laws of the State of Texas without reference to its conflict-of-laws principles. This Agreement's final form resulted from review and negotiations among the parties and their attorneys, and no part of this Agreement should be construed against any party on the basis of authorship.

(c) Forum for Dispute Resolution. If any dispute arises among the parties concerning the interpretation or performance of any portion of this Agreement which the parties are unable to resolve themselves, and any party brings an action against any other party seeking a declaratory order, specific performance, damages, or any other legal or equitable relief based on this Agreement, the parties agree that the forum for any such action shall be an appropriate federal or state court in Texas having jurisdiction, agree that venue will be proper in such courts, and waive any objections based on inconvenience of the forum, and further agree that the prevailing party in any such action, as determined by the court, shall be awarded its reasonable attorneys' fees and costs in addition to any relief or judgment the court awards.

(d) Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties with respect to the subject matter contained herein and supersedes any previous oral or written communications, representations, understandings or agreements with respect thereto. The terms of this Agreement may be modified only in a writing, signed by authorized representatives of both parties.

(e) Assignability. This Agreement will be binding upon the parties' respective successors and permitted assigns. Neither party may assign this Agreement and/or any of its rights and/or obligations hereunder without the prior written consent of the other party, and any such attempted assignment will be void; provided, however, that PDC may assign this Agreement to PEC or to another subsidiary of PEC without the prior written consent of V Byrd, and provided further that a transfer by PDC as a result of a merger or sale of all or substantially all of the assets of PDC with or to a third party that assumes PDC's obligations hereunder by operation of law or otherwise shall not constitute a prohibited assignment under this Section 8(e).

(f) Waiver. A waiver of a breach or default under this Agreement will not constitute a waiver of any other breach or default. Failure or delay by either party to enforce compliance with any term or condition of this Agreement will not constitute a waiver of such term or condition.

(g) Severability. If any provision of this Agreement is declared to be invalid, the parties agree that such invalidity will not affect the validity of the remaining provisions of this Agreement, and further agree, to the extent possible, to substitute for the invalid provision a valid provision that approximates the intent and economic effect of the invalid provision as closely as possible.

(h) Headings. The titles of the Sections and subsections of this Agreement are for

EXH A(II) - 4


convenience of reference only and are not to be considered in construing this Agreement.

(i) Notice. Any notice, request, consent, demand or other communication required to be given under this Agreement will be in writing and will be given personally, by facsimile or by mailing the same, first-class, postage prepaid to the appropriate address and facsimile number set forth below or to such other person or at such other address as may hereafter be designated by like notice. Notices by mail will be considered delivered and become effective three days after the mailing thereof. All notices by facsimile will be considered delivered and become effective immediately upon the confirmed (by answer back or other tangible printed verification or successful receipt) sending thereof.

To PDC: Patterson Drilling Company

                 4510 Lamesa Highway
                 P.O. Drawer 1410
                 Snyder, Texas   79550
                 Facsimile:  (915) 573-0281
                 Attention:       A. Glenn Patterson
                                  President and Chief
                                    Operating Officer

To V Byrd:       Vernon Byrd

c/o V&B Drilling, Inc. 2513 Mercury Avenue P.O. Box 69109 Odessa, Texas 79769-9109 Facsimile: (915) 381-2720

with copies to:

Rick Browning Attorney at Law 5050 East University, Suite One Odessa, Texas 79762

8. Counterparts. This Agreement may be executed in counterparts and by the parties hereto in separate counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

EXH A(II) - 5


IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed by their respective representatives as of the day and year first above written.

"PDC"

PATTERSON DRILLING COMPANY

By:   /s/ JAMES C. BROWN
   --------------------------------------
    James C. Brown
    Vice President-Finance

"V BYRD"

      /s/ VERNON BYRD
-----------------------------------------
Vernon Byrd

EXH A(II) - 6


EXHIBIT A(III)

PATTERSON DRILLING COMPANY

NON-COMPETITION AGREEMENT

THIS NON-COMPETITION AGREEMENT is made and entered into this _____ day of November, 1997 (this "Agreement"), by and between PATTERSON DRILLING COMPANY, a Delaware corporation ("PDC"), and ROLAND J. VAUGHT, an individual residing in Odessa, Texas ("R Vaught").

RECITALS:

A. Simultaneously with the execution of this Agreement, PDC has entered into that certain Asset Purchase Agreement, dated of even date herewith (the "Asset Purchase Agreement"), between PDC and V&B DRILLING, INC. ("V&B"), providing for, among other things, the purchase by PDC of the drilling rigs, related equipment, rolling stock owned by V&B.

B. R Vaught is an officer, a director and a stockholder of V&B.

C. The execution and delivery of this Agreement is a condition to the consummation of the Asset Purchase contemplated by the Asset Purchase Agreement, and the parties are entering into this Agreement in order to fulfill such condition.

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

1. Period of Agreement.

The period of this Agreement shall commence on the date hereof and remain in effect through November 1, 2002 (the "Non-Compete Period").

2. Covenant Not to Compete.

(a) R Vaught covenants and agrees that during the Non-Compete Period, R Vaught shall not, without the prior written consent of PDC, directly or indirectly, and whether as a principal or as an agent, officer, director, employee, consultant, or otherwise, alone or in association with any other person, carry on, be engaged, concerned, or take part in, render services to, or otherwise assist, or own, share in the earnings of, or invest in the stock, bonds, or other securities of, any person

EXH A(III) - 1


which is engaged in, the contract oil and gas well drilling business within the Permian Basin of West Texas and Southeastern New Mexico (the "Competitive Business"); provided, however, that R Vaught may (i) invest and/or engage in any business that routinely provides third-party services (as such term is commonly used in the contract oil and gas well drilling business) to a Competitive Business, but is not engaged in the actual conduct of a Competitive Business, or (ii) invest in stock, bonds, or other securities of any Competitive Business (but without otherwise participating in the Competitive Business) if: (A) such stock, bonds, or other securities are listed on any national securities exchange or are registered under Section 12(g) of the Securities Exchange Act of 1934, as amended; (B) the investment does not exceed, in the case of any class of capital stock of any one issuer, two percent (2%) of the issued and outstanding shares, or, in the case of bonds or other securities of any one issuer, two percent (2%) of the aggregate principal amount thereof issued and outstanding; and (C) such investment would not prevent, directly or indirectly, the transaction of business by PDC or any affiliate of PDC with any state, district, territory, or possession of the United States or any governmental subdivision, agency, or instrumentality thereof by virtue of any statute, law, regulation or administrative practice. The period of time during which R Vaught is prohibited from engaging in certain activities by this Section shall be extended by the length of time during which R Vaught is in breach of the terms of this section.

(b) It is understood by and between the parties hereto that the foregoing covenant by R Vaught not to enter into competition with PDC as set forth in Section 3(a) hereof is an essential element of this Agreement and the Asset Purchase Agreement and that, but for the agreement of R Vaught to comply with such covenant, PDC would not have agreed to enter into this Agreement or the Asset Purchase Agreement. PDC and R Vaught have independently consulted with their respective counsel and have been advised in all respects concerning the reasonableness and propriety of such covenant, with specific regard to the nature of the business conducted by PDC and its affiliates. R Vaught agrees that such covenant is reasonable in scope, geographic area, and duration, and that compliance with such covenant would not impose economic or professional hardship on R Vaught.

3. Restrictions on Soliciting Business of PDC.

R Vaught further covenants and agrees that during the Non-Compete Period, R Vaught will not, either for himself or for any other person or entity, directly or indirectly, engage in any of the following activities in a Competitive Business without the express prior written consent of PDC:

(a) Solicit or hire any of the employees of PDC or solicit or take away any of PDC's customers, lessors, or suppliers or attempt any of the foregoing:

(b) Acquire or attempt to acquire rights providing any product or service in a Competitive Business within the territory described in
Section 3 hereof; or

(c) Engage in any act which would interfere with or harm any business relationship PDC has with any customer, lessor, employee, principal or supplier.

EXH A(III) - 2


4. Specific Performance.

Without intending to limit the remedies available to PDC, R Vaught acknowledges that PDC will have no adequate remedies at law if R Vaught violates the terms of Section 3 or 4, hereof. In such event, R Vaught agrees that PDC shall have the right, in addition to any other rights it may have, to obtain in any court of competent jurisdiction specific performance of such Sections of this Agreement or injunctive relief to restrain any breach or threatened breach thereof. Nothing herein shall be construed as prohibiting PDC from pursuing any other remedies available to PDC (whether at law or in equity) for such breach or threatened breach, including, without limitation, the recovery of monetary damages from R Vaught.

The provisions of this Section 4 shall survive the expiration, termination or cancellation of this Agreement.

5. Attorneys Fees and Costs.

If an action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys fees, costs and necessary expenses in addition to any other relief to which that party may be entitled. This provision is applicable to this entire Agreement.

6. Representations and Warranties of PDC and R Vaught.

(a) Representations and Warranties of PDC. PDC hereby represents and warrants to R Vaught that: (i) it has all requisite power to enter into and perform its obligations under this Agreement; (ii) this Agreement has been duly and validly authorized by all necessary corporate action on the part of PDC; (iii) the execution of this Agreement by PDC and performance of PDC's obligations hereunder do not require the consent or approval of any other party; and (iv) this Agreement is a valid and binding obligation of PDC.

(b) Representations and Warranties of R Vaught. R Vaught hereby represents and warrants to PDC that: (i) R Vaught has the capacity and power to enter into and perform obligations of R Vaught under this Agreement;
(ii) R Vaught has duly and validly executed this Agreement; (iii) the execution of this Agreement and performance of obligations of R Vaught hereunder do not require the consent or approval of any other party; and (iv) this Agreement constitutes a valid and binding obligation of R Vaught.

7. General Provisions.

(a) Compliance with Laws. The parties agree that they will comply with all applicable laws and regulations of government bodies or agencies in their respective performance of their obligations under this Agreement.

EXH (III) - 4


(b) Governing Law and Construction. This Agreement will be governed by and construed in accordance with the laws of the State of Texas without reference to its conflict-of-laws principles. This Agreement's final form resulted from review and negotiations among the parties and their attorneys, and no part of this Agreement should be construed against any party on the basis of authorship.

(c) Forum for Dispute Resolution. If any dispute arises among the parties concerning the interpretation or performance of any portion of this Agreement which the parties are unable to resolve themselves, and any party brings an action against any other party seeking a declaratory order, specific performance, damages, or any other legal or equitable relief based on this Agreement, the parties agree that the forum for any such action shall be an appropriate federal or state court in Texas having jurisdiction, agree that venue will be proper in such courts, and waive any objections based on inconvenience of the forum, and further agree that the prevailing party in any such action, as determined by the court, shall be awarded its reasonable attorneys' fees and costs in addition to any relief or judgment the court awards.

(d) Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties with respect to the subject matter contained herein and supersedes any previous oral or written communications, representations, understandings or agreements with respect thereto. The terms of this Agreement may be modified only in a writing, signed by authorized representatives of both parties.

(e) Assignability. This Agreement will be binding upon the parties' respective successors and permitted assigns. Neither party may assign this Agreement and/or any of its rights and/or obligations hereunder without the prior written consent of the other party, and any such attempted assignment will be void; provided, however, that PDC may assign this Agreement to PEC or to a subsidiary of PEC without the prior written consent of R Vaught and provided further that a transfer by PDC as a result of a merger or sale of all or substantially all of the assets of PDC with or to a third party that assumes PDC's obligations hereunder by operation of law or otherwise shall not constitute a prohibited assignment under this Section 8(e).

(f) Waiver. A waiver of a breach or default under this Agreement will not constitute a waiver of any other breach or default. Failure or delay by either party to enforce compliance with any term or condition of this Agreement will not constitute a waiver of such term or condition.

(g) Severability. If any provision of this Agreement is declared to be invalid, the parties agree that such invalidity will not affect the validity of the remaining provisions of this Agreement, and further agree, to the extent possible, to substitute for the invalid provision a valid provision that approximates the intent and economic effect of the invalid provision as closely as possible.

(h) Headings. The titles of the Sections and subsections of this Agreement are for

EXH A(III) - 5


convenience of reference only and are not to be considered in construing this Agreement.

(i) Notice. Any notice, request, consent, demand or other communication required to be given under this Agreement will be in writing and will be given personally, by facsimile or by mailing the same, first-class, postage prepaid to the appropriate address and facsimile number set forth below or to such other person or at such other address as may hereafter be designated by like notice. Notices by mail will be considered delivered and become effective three days after the mailing thereof. All notices by facsimile will be considered delivered and become effective immediately upon the confirmed (by answer back or other tangible printed verification or successful receipt) sending thereof.

To PDC:

                 Patterson Drilling Company
                 4510 Lamesa Highway
                 P.O. Drawer 1410
                 Snyder, Texas   79550
                 Facsimile:  (915) 573-0281
                 Attention:       A. Glenn Patterson
                                  President and Chief
                                     Operating Officer

To R Vaught:

                 Roland J. Vaught
                 c/o V&B Drilling, Inc.
                 2513 Mercury Avenue
                 P.O. Box 69109
                 Odessa, Texas   79769-9109
                 Facsimile:  (915) 381-2720

with copies to:

                 Rick Browning
                 Attorney at Law
                 5050 East University, Suite One
                 Odessa, Texas   79762

(j) Counterparts. This Agreement may be executed in counterparts and by the parties hereto in separate counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.


IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed by their respective representatives as of the day and year first above written.

"PDC"

PATTERSON DRILLING COMPANY

By:

James C. Brown Vice President-Finance

"R Vaught"


Roland J. Vaught

EXH A(III) - 6


EXHIBIT B

BILL OF SALE AND ASSIGNMENT

KNOW ALL MEN BY THESE PRESENTS, that, pursuant to that certain Asset Purchase Agreement, dated of even date herewith ("Asset Purchase Agreement") between PATTERSON DRILLING COMPANY ("PDC"), a Delaware corporation, and V&B DRILLING, INC. ("V&B"), a Texas corporation (V&B is referred to herein as the "Assignor"), the Assignor, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby grants, bargains, sells, conveys and transfers unto PDC (the "Assignee"), all of the Assignor's right, title and interest in and to (i) the Drilling Rigs, Equipment and Rolling Stock set forth in Appendix I attached hereto and incorporated herein by this reference; and (ii) the Drilling Contracts described in Appendix II attached hereto and incorporated herein by this reference.

TO HAVE AND TO HOLD the same unto the Assignee and the Assignee's successors and assigns forever. The Assignor hereby covenants and agrees that it has the full right, power and authority to sell, convey and transfer the foregoing property to the Assignee pursuant to this Bill of Sale and Assignment.

IN WITNESS WHEREOF, the Assignor has caused this Bill of Sale and Assignment to be duly executed by its duly authorized officer as of the ____ day of November, 1997.

V&B DRILLING, INC.

By:

Vernon Byrd President

APPENDIX I
TO
BILL OF SALE AND ASSIGNMENT
FROM
V&B DRILLING, INC.
TO
PATTERSON DRILLING COMPANY
(List of Assets Assigned)

A. DRILLING RIGS, EQUIPMENT AND ROLLING STOCK

The Drilling Rigs and Equipment includes all of the drilling rigs, parts and related equipment, including engines, mud pumps, hooks and blocks, derricks, substructures, rotary tables, blow-out prevention equipment, drill bits and all tubular goods on the rigs and in the yards owned by V&B, all of which are listed below.


RIG #1
H.B. CUMMINS #15 - ECTOR CO.
FOR CITATION OIL & GAS CORP.

Substructure             10' H, l6' W, 40' L

Derrick                  97' Jacknife

Drawworks                W-45

Power                    2 - 8 V71 Detroit Diesels, W 955 Allison
                             Torque Convertor

Blocks                   4 - Sheave Block & Hook

Swivel                   TSM 150 C

Kelly                    4-1/4 X 38'

Rotary                   BDW 17-1/2 x 44

Tool House               8' x 8' X 28'

Pump 1                   Emsco D375, skid mounted

EXH B - 2


Power                    Cat.  D353

Pump 2                   Emsco D-375 Skid mounted

Power                    Cat. 3408

Light Plant              2 - Cat 3306

Premix Pit               6' H, X 8' W x 30' L

Water Tank               500 bbl

Closing Unit             Koomey 4 station

Oil container            10 bbl 4 comp.

Cat Walk                 25' W X 42' H X 48' L

V-Door Ramp              5' W x 14' L

Pipe Racks               3 Sets - Triangle - 42 H

6" Drill collars         22 - Drill Collars, 29' plus

8" Drill collars         3 - 30' L

Drill Pipe               Approx. 7000' of 4-1/2" drill pipe

Steps                    3 Sets

Pipe tubs                2 - 8 W X 3' X 35' L

BOF                      Shaffer Type, 10" 900 W rams & choke Manifold

Elevators, tools, subs and misc. equipment to operate Rig.

EXH B - 3


RIG #2
IN YARD

Substructure             10' H, 18' W X 40' L

Derrick                  100' Jacknife

Drawworks                W-45, with 2 engine comp.

Power                    2 - 8V71 Detroits, 318 HP each

Blocks                   4 - Sheave with/hook

Swivel                   Oilwell 150C

Kelly                    4-1/4" X 38'

Rotary                   17.5 BDW

Tool House               8' X 8' X 28'

Pump 1                   Ellis Williams 15 W 600 skidded

Power                    Cat 3412

Pump 2                   FXN Gardner Denver

Power                    Cat. 3408

Light Plant              Cat. 3306 W - 150, KW gen.

Premix Pit               6' X 8' x 30'

Water Tank               500 bbl Horizontal skidded

Closing Unit             4 Station

Oil Container            10 bbl, 4 compartment

Cat Walk                 42' X 5' X 48'

V-Door Ramp              5' X 13'

EXH B - 4


Pipe Racks                        3 Sets - Triangle 42" H

6" Drill collars                  22 - 6" X 28+

Steps                             3 sets

Pipe Tub                          2 - 8'W X 3'H X 35'L

Drill pipe                        Approx. 6000' of 4-1/2"

BOP                               Shaffer 10 - 900 L.W.S.

Elevators, tools, subs and misc. equipment to operate Rig.

EXH B - 5


RIG #3 - IN YARD
ODESSA, TEXAS

                Pony Sub to Raise Floor to 14'

Substructure             10' X 12' X 18' with Ramp

Derrick                  97' Telecope Derrick - free standing

Drawworks                W - 45

Power                    2 - Cat. 3306 w/11500 Twin Disk Torque Conv.

Blocks                   Brewster - 4 sheave

Swivel                   Grey - Type F

Kelly                    4-1/4" X 37'

Rotary                   Twister 175

Toolhouse                8 X 8 X 30'

Pump 1                   Brewster 550 (run 30 days since New)

Power                    Cat D-353

Pump 2                   FX2 G.D.

Power                    8771 Detroit

Light Plant              671 Detroit w/100 KW Gen.

Premix Pit               6' X 8' X 30'

Water Tank               500 bbl - Hori. skidded

Closing Unit             3 - Station

Oil container            8 bbl, 3 compartments

Catwalk                  2 - 5' X 25' X 42

EXH B - 6


V-Door Ramp                       5'W X 10' L

Pipe Racks                        3 sets - Triangle - 42" H

6" Drill Collars                  22 - 5" Drill Collars

Steps                             3 Sets

Pipe Tubs                         2 - 8'W X 3'H X 35' L

Drill pipe                        Approx. 6500' of 4-1/2"

Elevators, tools, subs and misc. equipment to operate rig.

EXH B - 7


RIG #4
GCDU #284 - ECTOR CO.
FOR ANADARKO PETROLEUM CORP.

Substructure                      11'H X 17'W X 40'L

Derrick                  Jacknife 100'

Drawworks                W 45

Power                    2 - 8V71 Detroit Diesels, w955
                         Allison Torque Con.

Blocks                   EMSCO, 4 sheave w/B.J. Hook

Swivel                   P.C. 150 Ton

Kelly                    38' - 4-1/4 square

Rotary                   B.D.W. - 17-1/2"

Tool House               8'W X 8' H x 28' W, 15 Lockers

Pump #1                  EMSCO DB - 550, skid mounted

Power                    Cat. 3412

Pump #2                  EMCSO D-300, skid mounted

Power                    Cat D-353

Light Plant              1 - Cat. 3306, 150 KW, 1 Detroit 6V71,
                             6 cly. - 90 KW

Premix Pit               6'H X 6' W X 30 L

Water Tank               500 bbl

Closing Unit             Koomey 4 station

Oil Container            10 bbl 41 comp.

Cat Walk                 5' W X 42 H X 48' L

EXH B - 8


V-Door Ramp                       5' W X 16' L

Pipe Racks                        3 sets - 42" Triangle

Pipe Tube                         3 - 8' W x 3' H x 35' L

6" Drill Collars                  25 - 29' plus

8" Drill Collars                  3 - 28' plus

Drill Pipe                        approx. 6000' of 4-1/2" X-hole

Steps                             3 sets

Mud Pit

BOP                               Shaffer 10" - 900 - BOP w/ram choke
                                     manifold

Elevators, tools, subs and misc- equipment to operate Rig.

EXH B - 9


RIG #5
TXL "N" 39 - 1 #1
IN MIDLAND COUNTY, TEXAS
FOR SIERRA ENGINEERING/ARCO PERMIAN

Substructure             12' H x 24' W X 50' L

Derrick                  Derrick MFG 131', SN: 301002

Drawworks                BDW 450-T

Power                    2 - Cat. 3406 & 2 air corp.

Blocks                   Sowa - 5 sheave

Swivel                   NSCO Ideal - DF 150

Kelly                    4-1/4" X 40'

Rotary                   BDW 17-1/2

Tool House               8' X 8' X 28'

Pump 1                   National C-350, skid mounted

Power                    Cat. 3412

Pump 2                   Wilson 600, skid mounted

Power                    Cat. 3408

Light Plant              1 Cat. 3306, 150 KW, 1 Cat. 3304, 90 KW in
                            house

Premix Pit               6' H x 8' W X 30' L

Water Tank               500 bbls

Closing Unit             Valcon, 4 stage closing unit

Oil Container            10 bbls, 4 comp.

Cat Walk                 5' W - 42" H - 48' L

EXH B - 10


V-Door Ramp                       5' W X 16' L

Pipe Racks                        5 sets - 42" H, triangle

Lay Down Racks                    2 sets - 24" Triangle

6" Drill Collars                  26 - 29' Plus

8" Drill Collars                  8 - 28' plus

Drill Pipe                        Approx. 10,000'

Steps                             3 Sets

Mud Pit                           10' W - 7'H - 50'

BOP                               10" 900 Shaffer Type A W/rams &
                                     Choke Manifold

Elevator, tools, subs and misc. equipment to operate Rig.

EXH B - 11


RIG #6
UNIVERSITY CONSOLIDATED XII #56
IN ANDREWS COUNTY, TEXAS
FOR MINIHAN OIL & GAS CORP.

Substructure                      12'H X 22'W x 48' L

Derrick                           TOFECO - 131", SN: 28-173

Drawworks                         V-15-DWKS

Power                             2 - Detroit, 12V71, w/Allison Torque
                                      Conv. and Triple hydro.

Blocks                            SOWA, 5 sheave

Swivel                            NSCO, Type F - 150 Ton

Kelly                             4-1/4" X 40'

Rotary                            BDW 17-1/2"

Tool House                        8'H X 8'W X 28' L

Pump 1                            Tri Service 16", skid mounted

Power                             Cat. D-353

Pump 2                            EMSCO D - 300 - 14"

Power                             Detroit l2V7l

Light Plant                       1 Cat. 3306 - 135 KW. 1 Detroit 6V71
                                      90 KW

Premix Pit                        6'H X 8'W x 30' L

Water Tank                        2 - 500 BBL

Closing Unit                      Valco - 4 station

Oil Container                     10 bbl - 4 comp.

Cat Walk                          2 - 5'W X 42" H X 48' L

EXH B - 12


V-Door Ramp                       5'W x 16' L

Pipe Racks                        5 sets - 42" H X 30'

Lay down racks                    2 sets - 18"h X 30'

6" Drill Collars                  22 - 6-1/2" w/slip sec. fish neck,
                                       6-1/2" 30' plus

8" Drill Collars                  6 - 28' plus

Drill Pipe                        Approx. 11,000' of 4-1/2" - 1660#

Steps                             3 sets

Mud Pit                           8' W X 7' H x 50'L

BOP                               Shaffer 10" - 900 W/Rams & choke
                                       Manifold

Tools, subs and misc. equipment to operate Rig.

EXH B - 14


RIG #9
GCDU #264 IN ECTOR CO, TEXAS
FOR ANADARKO PETROLEUM CORP.

         Substructure                      10' H X 18' W X 40' L

         Derrick                           Jacknife 98'

         Drawworks                         W 45

         Power                             2 - Detroit, 8V71 with Allison
Torque Conv.

         Blocks                            Baash Ross, 150 Ton

         Swivel                            Oilwell PC 150

         Kelly                             4-1/4" X 40'

         Rotary                            B.D.W. - 17-1/2"

         Tool House                        8'H X 8'W X 30'

         Pump 1                            National C-350, skid mounted

         Power                             Cat. 3412

         Pump 2                            EMSCO - D-300

         Power                             Cat.  D-353

         Light Plant                       Cat. 3306, 150 KW

         Premix Pit                        8'H X 8'W X 30'

         Water Tank                        500 bbl

         Closing Unit                      Barksdale, 4 station

         Oil Container                     10 bbl, 4 comp.

         Catwalk                           1 - 5' X 42" X 48'

         V-Door Ramp                       5' W X 14'

EXH B - 14


Pipe Racks                        5 sets - Triangle

Pipe Tubs                         8' W X 3'H X 35' L

6" Drill Collars                  21 - 29' plus

8" Drill Collars                  3 - 28' plus

Drill pipe                        Approx. 6000' of 4-1/2" X-Hole, 16#

Steps                             3 sets

BOP                               Cameron 10" - 900 Space Saver

Tools, subs and misc. equipment to operate Rig.

EXH B - 15


2513 MERCURY AVE.
ODESSA, TEXAS

2                        Utility Trailers

1                        Lincoln Welder

1                        Ford 900 Truck (Yard Truck) VIN F90LVDK1239

1                        Lufkin Trailer - VIN 1LOlB3825B1057976

1                        Allis Chalmers, Fork Lift - SN: A0139000

1                        Caterpiller, Fork Lift

                         1980 Kenworth

                         JSC Lowboy Trailer

1                        1987 Ford PU - VIN 1FTEX15V1HKA83479

1                        1990 Ford PU - VIN 1FTEX15Y6LKA20509

1                        1994 Ford PU - VIN IFTEF15N7RLA40070

1                        1995 Ford PU - VIN 1FTEF15N3SNB08732


                         Assortment of Drilling Bits - new and used,
                            various sizes

2                        Radiators for D-353 cat.

2                        Radiators for 3306 Cat.

1                        8V-71 Detroit (new overhaul) By - J & J
                            Engine Serv.

1                        D-353 Cat. (new overhaul) by General Machine

1                        3412 Cat. (new overhaul)

2                        Electric Motors

EXH B - 16


1                        Miller Electric welder
4                        Weight Indicators

1                        Steam Cleaner

9                        Tool Houses for Storage - full

2                        Kellys 4-1/4 x 40'

44                       6" drill collars

4                        Docks with Misc. Parts

8                        Swivels, various makes & sizes

8                        Blocks - various makes and sizes

4                        Hook - various makes and sizes

10                       Triangle Pipe Racks

                         In Shop Shelves & Bins with assortment of
                            bolts, nuts & etc.

1                        BDW 17.5 - Rotary - New

EXH B - 17


YARD #4

- 24TH ST. & MERCURY AVE.


ODESSA, TEXAS

2                        Tool Houses, 8' X 8' X 30'

1                        W-45 Drawworks - New

6                        Misc. Mud Pits

2                        Tool Houses, 8' X 8' x 15'

1                        Fuel Tank, 6000 gal. skid

35                       6" collars

18                       8" collars

4                        Kellys, 4-1/4 Square x 40'

42                       Triangle Pipe Racks - 30' long

                         Misc.  Motors, Accumulator Units, Parts and
                            etc.

395                      Joints of Double White Drill Pipe - Grade E

EXH B - 19


YARD
6831 UNIVERSITY BLVD.
ODESSA, TEXAS

1                        Light Plant House

1                        Tool House

2                        FXzl72 Mud Pumps, skidded

                         Misc.  Drawworks - 1 N4 Brewster W 2 Wakesha

1                        S45A Beth.

1                        National C150 Mud Pump

                         Misc. well used mud pumps

EXH B - 20


MOSS YARD
MOSS AVE. AND TISDALE ROAD
ODESSA, TEXAS

1                        Substructure 10 X 18 X 35

2                        97' Jackknife Derrick

2                        172' LCM Derrick

3                        Junk Substructures

1                        C350 Mud Pump

2                        120000 gal.  Diesel Tank - skidded

2                        500 bbl.  Horizontal water tanks - skidded

5                        Misc.  Mud Pits

                         Approx. 200 Joints - Structural drill pipe

2                        Catwalk - 4' X 42" X 25'

9                        Catwalk with Misc. Equip.

28                       Triangle Pipe Racks

4                        Triangle Lay down racks

1                        7 X 8 X 15 Tool house

                         Misc.  Motors, parts and junk

EXH B - 21


APPENDIX II
TO
BILL OF SALE AND ASSIGNMENT
FROM
V&B DRILLING, INC.
TO
PATTERSON DRILLING COMPANY
(List of Drilling Contracts Assigned)

RIGNO
No.      COUNTY        DATE                 OPERATOR                    WELL NAME
---      ------        ----                 --------                    ---- ----

  5      Midland     04/15/97     Arco Permian            TXL "N" 39-1 #1
  6      Andrews     10/10/97     Minihan Oil & Gas       University Consolidated XII #56

  1       Ector      11/03/97     Citation Oil & Gas      H. E. Cummins #15

  4       Ector      01/17/97     Anadarko                GCDU #284
  9       Ector      01/17/97     Anadarko                GCDU #264

EXH B - 21


EXHIBIT C
2251

Prepared by the State Bar of Texas for use by lawyers only Revised 10-85 19__ for the State Bar of Texas
WARRANTY DEED

Date:

Grantor: V&B Drilling, Inc.

Grantor's Mailing Address (including county):

Grantee: Patterson Drilling Company

Grantee's Mailing Address (including county):

P.O. Drawer 1416
Snyder Texas 79550
Scurry County, Texas

Consideration:

One Hundred Dollars ($100) and other good and valuable consideration.

Property (including any improvements):

Lots 15, 16, 17 and 18, Block 5, Rochester Replat of a portion of 1936 Subdivision as shown by the map or plat of record in Volume 9, Page 23, Plat Records, Ector County, Texas.

Reservations from and Exceptions to Conveyance and Warranty:

Easements, rights-of-way, and prescriptive rights, whether of record or not; all presently recorded restrictions, reservations, covenants, conditions, oil and gas leases, mineral severances, and other instruments other than liens and conveyances, that affect the property.

Grantor, for the consideration and subject to the reservations from and exceptions to conveyance and warranty, grants, sells and conveys to Grantee the property, together with all and singular the rights and appurtenances thereto in any wise belonging, to have and hold it to Grantee, Grantee's heirs, executors, administrators, successors or assigns forever. Grantor binds Grantor and Grantor's heirs, executors, administrators and successors to warrant and forever defend all and singular the property to Grantee and Grantee's heirs, executors, administrators, successors and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof, except as to the reservations from and exceptions to conveyance and warranty.

When the context requires, singular nouns and pronouns include the plural.

V & B DRILLING, INC.


By: Vernon Byrd, President

EXH C - 1


(Acknowledgement)

STATE OF TEXAS                    )
COUNTY OF                         )


                 This instrument was acknowledged before me on the     day
of       , 19____.


Notary Public, State of Texas Notary's name (printed):

Notary's commission expires:

(Corporate Acknowledgement)

STATE OF TEXAS                             )
COUNTY OF                                  )


                 This instrument was acknowledge before me on the       day of

November, 1997, by VERNON BYRD, President of V&B Drilling, Inc., a Texas corporation, on behalf of said corporation.


Notary Public, State of Texas Notary's name (printed):

Notary's commission expires:

EXH C - 2


EXHIBIT D
2251

Prepared by the State Bar of Texas for use by lawyers only Revised 10-85 19__ for the State Bar of Texas
WARRANTY DEED

Date:

Grantor: V&B Drilling, Inc.

Grantor's Mailing Address (including county):

Grantee: Patterson Drilling Company

Grantee's Mailing Address (including county):

P.O. Drawer 1416
Snyder Texas 79550
Scurry County, Texas

Consideration: One Hundred Dollars ($100) and other good and valuable consideration.

Property (including any improvements):

Lots 22, 23, 24, and 25, Block 1, Rochester Replat of a portion of 1936 Subdivision, a subdivision of 312.19 acres of land in the West part of Section 24, Block 43, T-2-S, T & P RR Company Survey, Ector County, Texas, as shown by the map or plat of record in the office of the County Clerk of said County.

Reservations from and Exceptions to Conveyance and Warranty:

Easements, rights-of-way, and prescriptive rights, whether of record or not; all presently recorded restrictions, reservations, covenants, conditions, oil and gas leases, mineral severances, and other instruments other than liens and conveyances, that affect the property.

Grantor, for the consideration and subject to the reservations from and exceptions to conveyance and warranty, grants, sells and conveys to Grantee the property, together with all and singular the rights and appurtenances thereto in any wise belonging, to have and hold it to Grantee, Grantee's heirs, executors, administrators, successors or assigns forever. Grantor binds Grantor and Grantor's heirs, executors, administrators and successors to warrant and forever defend all and singular the property to Grantee and Grantee's heirs, executors, administrators, successors and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof, except as to the reservations from and exceptions to conveyance and warranty.

When the context requires, singular nouns and pronouns include the plural.

V & B DRILLING, INC.


By: Vernon Byrd, President

EXH D - 1


(Acknowledgement)

STATE OF TEXAS                    )
COUNTY OF                         )


                 This instrument was acknowledged before me on the    day of
        , 19____.


                                                  -----------------------------

Notary Public, State of Texas Notary's name (printed):

Notary's commission expires:

(Corporate Acknowledgement)

STATE OF TEXAS )
COUNTY OF )

This instrument was acknowledged before me on the day of November, 1997, by VERNON BYRD, President of V&B Drilling, Inc., a Texas corporation, on behalf of said corporation.


Notary Public, State of Texas Notary's name (printed):

Notary's commission expires:

EXH D - 2


EXHIBIT E
2251

Prepared by the State Bar of Texas for use by lawyers only Revised 10-85 19__ for the State Bar of Texas
WARRANTY DEED

Date:

Grantor: V&B Drilling, Inc.

Grantor's Mailing Address (including county):

Grantee: Patterson Drilling Company

Grantee's Mailing Address (including county):

P.O. Drawer 1416
Snyder Texas 79550
Scurry County, Texas

Consideration:

One Hundred Dollars ($100) and other good and valuable consideration.

Property (including any improvements):

Lot 5, Block 6, WESTOVER ACRES, a subdivision in Ector County, Texas, according to the map or plat thereof of record in Volume 4, Page 44, Plat Records of Ector County, Texas

Reservations from and Exceptions to Conveyance and Warranty:

Easements, rights-of-way, and prescriptive rights, whether of record or not; all presently recorded restrictions, reservations, covenants, conditions, oil and gas leases, mineral severances, and other instruments other than liens and conveyances, that affect the property.

Grantor, for the consideration and subject to the reservations from and exceptions to conveyance and warranty, grants, sells and conveys to Grantee the property, together with all and singular the rights and appurtenances thereto in any wise belonging, to have and hold it to Grantee, Grantee's heirs, executors, administrators, successors or assigns forever. Grantor binds Grantor and Grantor's heirs, executors, administrators and successors to warrant and forever defend all and singular the property to Grantee and Grantee's heirs, executors, administrators, successors and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof, except as to the reservations from and exceptions to conveyance and warranty.

When the context requires, singular nouns and pronouns include the plural.

V & B DRILLING, INC.

By: Vernon Byrd, President

EXH E - 1


(Acknowledgement)

STATE OF TEXAS                             )
COUNTY OF                                  )


                 This instrument was acknowledged before me on the
day of               , 19____.

                                         -------------------------------------
                                         Notary Public, State of Texas
                                         Notary's name (printed):

                                         Notary's commission expires:




                                         (Corporate Acknowledgement)


STATE OF TEXAS                             )
COUNTY OF                                  )

This instrument was acknowledged before me on the day of November, 1997, by VERNON BYRD, President of V&B Drilling, Inc., a Texas corporation, on behalf of said corporation.


Notary Public, State of Texas Notary's name (printed):

Notary's commission expires:

EXH E - 2


EXHIBIT F

2251

Prepared by the State Bar of Texas for use by lawyers only Revised 10-85 19__ for the State Bar of Texas
WARRANTY DEED

Date:

Grantor: V&B Drilling, Inc.

Grantor's Mailing Address (including county):

Grantee: Patterson Drilling Company

Grantee's Mailing Address (including county):

P.O. Drawer 1416
Snyder Texas 79550
Scurry County, Texas

Consideration:

One Hundred Dollars ($100) and other good and valuable consideration.

Property (including any improvements):

See attached Exhibit "A"

Reservations from and Exceptions to Conveyance and Warranty:

Easements, rights-of-way, and prescriptive rights, whether of record or not; all presently recorded restrictions, reservations, covenants, conditions, oil and gas leases, mineral severances, and other instruments other than liens and conveyances, that affect the property.

Grantor, for the consideration and subject to the reservations from and exceptions to conveyance and warranty, grants, sells and conveys to Grantee the property, together with all and singular the rights and appurtenances thereto in any wise belonging, to have and hold it to Grantee, Grantee's heirs, executors, administrators, successors or assigns forever. Grantor binds Grantor and Grantor's heirs, executors, administrators and successors to warrant and forever defend all and singular the property to Grantee and Grantee's heirs, executors, administrators, successors and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof, except as to the reservations from and exceptions to conveyance and warranty.

When the context requires, singular nouns and pronouns include the plural.

V & B DRILLING, INC.


By: Vernon Byrd, President

EXH F - 1


(Acknowledgement)

STATE OF TEXAS                             )
COUNTY OF                                  )


                 This instrument was acknowledged before me on the       day of
         , 19____.


Notary Public, State of Texas Notary's name (printed):

Notary's commission expires:

(Corporate Acknowledgement)

STATE OF TEXAS )
COUNTY OF )

This instrument was acknowledged before me on the day of November, 1997, by VERNON BYRD, President of V&B Drilling, Inc., a Texas corporation, on behalf of said corporation.


Notary Public, State of Texas Notary's name (printed):

Notary's commission expires:

EXH F - 2


EXHIBIT "A"

Attached to and made a part of that certain Warranty Deed dated November 14, 1997, between V&B Drilling, Inc., as Grantor, and Patterson Drilling Company, as Grantee.

PROPERTIES

Being a 4.47 acre tract of land in the Southwest Part of a 10.267 acre tract of land in the Northwest Part of
Section 33, Block 43, T-2-S, T & P Ry. Co. Survey, Ector County, Texas, and being more particularly described by metes and bounds as follows, to wit:

BEGINNING at a 1/2" iron rod set in the east boundary Moss Avenue and west boundary of a 10.267 acre tract of land in the northwest part of Section 33, Block 43, T-2-S, T & P Ry. Ector County, Texas, for the northwest corner this tract, from which point a fence corner post at the northwest corner of 10.267 acre tract bears N 15degrees 17- 1/2 W, 150 feet, and a 1/2" galvanized iron pipe in the east boundary Moss Avenue and north boundary Section 33 bears N 15degrees 17- 1/2 W, 650.0 feet, from which point the northwest corner
Section 33, being in the centerline of Moss Avenue, bears S 74degrees 42- 1/2' W, 50 feet;

THENCE S 15degrees 17- 1/2' E, with east boundary Moss Avenue and west boundary 10.267 acre tract, 350.0 feet to a 1/2" iron rod set in north boundary of Tisdale Road for the southwest corner of 10.267 acre tract and this tract;

THENCE, N 74degrees 42- 1/2' E, with north boundary Tisdale Road and south boundary 10.267 acre tract, 556.0 feet to a 1/2" iron rod set for southwest corner this tract, from which point a 1/2" galvanized iron pipe at the southeast corner 10.267 acre tract bears N 74degrees 42- 1/2' E, 338.5 feet;

THENCE N 15degrees 17- 1/2' W, 350.0 feet to a 1/2" iron rod set for northeast corner this tract;

THENCE S 74degrees 42- 1/2' W, 556.0 feet to the place of beginning, containing 4.47 acres of land, more or less.

EXH F - 3


EXHIBIT 99.2

ASSET PURCHASE AGREEMENT

BETWEEN

PATTERSON DRILLING COMPANY

AND

CIRCLE R DRILLING, LTD. 1981-A


TABLE OF CONTENTS

                                                                                                                        Page
                                                                                                                        ----
ARTICLE I

                                                    THE ASSET PURCHASE  . . . . . . . . . . . . . . . . . . . . . . .   1
         SECTION 1.1  The Asset Purchase  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
         SECTION 1.2  Purchase Price  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
         SECTION 1.3  Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

ARTICLE II

                                          REPRESENTATIONS AND WARRANTIES OF PDC   . . . . . . . . . . . . . . . . . .   2
         SECTION 2.1  Organization, Standing and Power  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
         SECTION 2.2  Authority; Non-Contravention  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2

ARTICLE III

                                        REPRESENTATIONS AND WARRANTIES OF CIRCLE R  . . . . . . . . . . . . . . . . .   2
         SECTION 3.1  Organization, Standing and Power  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
         SECTION 3.2  Authority; Non-Contravention  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
         SECTION 3.3  Title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
         SECTION 3.4  Litigation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
         SECTION 3.5  Brokers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
         SECTION 3.6  General Partner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
         SECTION 3.7  LIMITATIONS ON REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . .   4

ARTICLE IV

ADDITIONAL AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
         SECTION 4.1  Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
         SECTION 4.2  Reasonable Efforts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
         SECTION 4.3  PDC Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
         SECTION 4.4  Circle R, CRD and Terry Pat Reynolds Indemnification  . . . . . . . . . . . . . . . . . . . . .   5
         SECTION 4.5  Notice of Claim . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5

ARTICLE V

                                        CONDITIONS PRECEDENT TO THE ASSET PURCHASE  . . . . . . . . . . . . . . . . .   6
         SECTION 5.1  Conditions to Each Party's Obligation to Effect the Asset Purchase  . . . . . . . . . . . . . .   6

i

         SECTION 5.2  Conditions to Obligation of Circle R to Effect the Asset Purchase . . . . . . . . . . . . . . .   6
         SECTION 5.3  Conditions to Obligations of PDC to Effect the Asset Purchase . . . . . . . . . . . . . . . . .   7

ARTICLE VI

                                                    GENERAL PROVISIONS  . . . . . . . . . . . . . . . . . . . . . . .   8
         SECTION 6.1  Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
         SECTION 6.2  Interpretation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         SECTION 6.3  Counterparts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         SECTION 6.4  Entire Agreement; No Third-Party Beneficiaries  . . . . . . . . . . . . . . . . . . . . . . . .  11
         SECTION 6.5  Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         SECTION 6.6  Assignment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         SECTION 6.7  Severability  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         SECTION 6.8  Enforcement of This Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11

ANNEX 1          Description of Drilling Rig and Equipment
EXHIBIT A(I)     Non-Competition Agreement of Circle R Drilling, Ltd. 1981-A
EXHIBIT A(II)    Non-Competition Agreement of Circle R Drilling, Inc.
EXHIBIT A(III)   Non-Competition Agreement of Terry Pat Reynolds
EXHIBIT A(IV)    Non-Competition Agreement of Reynolds Drilling Co., Inc.
EXHIBIT B        Bill of Sale and Assignment

ii

ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT, dated November __, 1997 (this "Agreement"), among PATTERSON DRILLING COMPANY ("PDC"), a Delaware corporation and a wholly-owned subsidiary of Patterson Energy, Inc. ("PEC"), and CIRCLE R DRILLING, LTD. 1981-A, a Louisiana limited partnership ("Circle R").

WITNESSETH:

WHEREAS, Circle R owns one drilling rig and related drilling equipment (collectively, the "Drilling Rig and Equipment"), all as more particularly described on Annex 1;

WHEREAS, PDC desires to purchase, and Circle R desires to sell, all of Circle R's right, title and interest in the Drilling Rig and Equipment (the "Asset Purchase") for the consideration set forth and provided for herein; and

WHEREAS, PDC, on the one hand, and Circle R, on the other, desire to make certain representations, warranties and agreements in connection with the Asset Purchase.

NOW, THEREFORE, in consideration of the premises and the representations, warranties and agreements herein contained, the parties agree as follows:

ARTICLE I

THE ASSET PURCHASE

SECTION 1.1 The Asset Purchase. Upon the terms and subject to the conditions of this Agreement, at the Closing (as defined in Section 1.3 below) provided herein, PDC shall purchase from Circle R and Circle R shall sell to PDC, all of Circle R's right, title and interest in and to the Drilling Rig and Equipment.

SECTION 1.2 Purchase Price. PDC agrees to pay to Circle R at the Closing a total of $1,460,000 cash (the "Purchase Price") for all of Circle R's right, title and interest in and to the Drilling Rig and Equipment.

SECTION 1.3 Closing. The closing of the Asset Purchase (the "Closing") shall take place at 9:00 a.m., local time, on the date of this Agreement at the offices of PEC in Snyder, Texas or at such other time and place as PDC and Circle R shall agree.


ARTICLE II

REPRESENTATIONS AND WARRANTIES OF PDC

PDC represents and warrants to Circle R as follows:

SECTION 2.1 Organization, Standing and Power. PDC is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to carry on its business as now being conducted.

SECTION 2.2 Authority; Non-Contravention. PDC has all requisite power and authority to enter into this Agreement and to consummate the Asset Purchase. The execution and delivery by PDC of this Agreement and the consummation by PDC of the Asset Purchase have been duly authorized by all necessary corporate action on the part of PDC. This Agreement has been duly executed and delivered by PDC and (assuming the valid authorization, execution and delivery of this Agreement by Circle R) constitutes a valid and binding obligation of PDC enforceable against PDC in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws of general applicability relating to or affecting the enforcement of creditors' rights and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). No filing or registration with, or authorization, consent or approval of, any domestic (federal and state), foreign or supranational court, commission, governmental body, regulatory agency, authority or tribunal (a "Governmental Agency") is required by or with respect to PDC in connection with the execution and delivery of this Agreement by PDC or is necessary for the consummation by PDC of the Asset Purchase and the other transactions contemplated by this Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF CIRCLE R

Circle R represents and warrants to PDC as follows:

SECTION 3.1 Organization, Standing and Power. Circle R is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Louisiana and has the requisite power and authority to carry on its business as now being conducted.

SECTION 3.2 Authority; Non-Contravention. Circle R has all requisite power and authority to enter into this Agreement and to consummate the Asset Purchase. This Agreement has been duly executed and delivered by Circle R and (assuming the valid authorization, execution and delivery of this Agreement by PDC) constitutes a valid and binding obligation of Circle R enforceable against it in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws of general applicability

2

relating to or affecting the enforcement of creditors' rights and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). The execution and delivery of this Agreement do not, and the consummation of the Asset Purchase and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation which will have an adverse effect on the Drilling Rig and Equipment or the ownership or operation thereof by PDC after the Closing under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Circle R under, any provision of (i) the Certificate of Limited Partnership or Agreement of Limited Partnership of Circle R (true and complete copies of which, as of the date hereof, have been delivered to PDC), (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Circle R or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Circle R or any of its respective properties or assets. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to Circle R in connection with the execution and delivery of this Agreement by Circle R or is necessary for the consummation by Circle R of the Asset Purchase and the other transactions contemplated by this Agreement.

SECTION 3.3 Title. Set forth in Annex 1 is a description of the Drilling Rig and Equipment, which description is accurate and complete in all material respects. Circle R has good title to a 100% interest in the Drilling Rig and Equipment, subject to no Liens except for (i) Liens for taxes not yet delinquent or the validity of which is being contested in good faith, and (ii) any Liens arising by operation of law securing obligations not yet overdue. For purposes of this Agreement "Liens" means liens, mortgages, pledges, security interests, encumbrances, claims or charges of any kind.

SECTION 3.4 Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of Circle R, threatened against Circle R or Circle D Drilling, Inc. ("CRD"), the General Partner of Circle R, at law or in equity before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or before any arbitrator of any kind.

SECTION 3.5 Brokers. No broker, investment banker or other person (other than Jerry Bailey, the fees and expenses of which will be paid by Circle
R) is entitled to any broker's, finder's or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Circle R.

SECTION 3.6 General Partner. Circle R Drilling, Inc. is the sole General Partner of Circle R; Circle R. Drilling, Inc. is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Louisiana and has the power and authority to carry on its business as now being conducted.

SECTION 3.7 LIMITATIONS ON REPRESENTATIONS AND WARRANTIES. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS AGREEMENT. THE

3

EXPRESS REPRESENTATIONS AND WARRANTIES OF CIRCLE R CONTAINED IN THIS ARTICLE III ARE EXCLUSIVE AND ARE IN LIEU OF, AND CIRCLE R EXPRESSLY DISCLAIMS AND NEGATES AND PDC HEREBY WAIVES, ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. AS EXAMPLES AND FOR THE AVOIDANCE OF DOUBT, BUT WITHOUT LIMITATION OF THE FOREGOING, THE DRILLING RIG AND EQUIPMENT SHALL BE CONVEYED PURSUANT HERETO WITHOUT ANY WARRANTY OR REPRESENTATION WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE (OTHER THAN, AND WITHOUT LIMITING IN ANY MANNER OR TO ANY EXTENT, THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE III), WITH RESPECT TO: (A) THE QUALITY, CONDITION, WEIGHT, SERVICEABILITY, CONFORMITY TO SAMPLES OF MODELS OR ANY OTHER ASPECT OF ANY PORTION OF THE DRILLING RIG AND EQUIPMENT, ALL OF WHICH SHALL BE CONVEYED TO PURCHASER AS IS, WHERE IS, AND WITH ALL FAULTS AND DEFECTS AND IN ITS PRESENT CONDITION AND STATE OF REPAIR AND WITHOUT ANY WARRANTIES WHATSOEVER OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE; (B) THE ACCURACY OR COMPLETENESS OF ANY DATA, REPORTS, RECORDS, PROJECTIONS, OR INFORMATION OF MATERIALS NOW, HERETOFORE OR HEREAFTER FURNISHED OR MADE AVAILABLE TO PDC IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CONDITIONS SPECIFICALLY RELATED TO THE PRESENCE OR DISPOSAL OF HAZARDOUS SUBSTANCES OR NATURALLY OCCURRING RADIOACTIVE MATERIALS; (C) THE COMPLETENESS OR ACCURACY OF INFORMATION CONTAINED IN ANY MATERIALS FURNISHED OR MADE AVAILABLE TO PDC BY CIRCLE R OR BY CIRCLE R'S AGENTS OR REPRESENTATIVES OR BY ANY OTHER PARTY, IT BEING AGREED BY PDC THAT ANY AND ALL SUCH DATA, RECORDS, REPORTS, PROJECTIONS, INFORMATION AND OTHER MATERIALS (WRITTEN OR ORAL) FURNISHED OR OTHERWISE MADE AVAILABLE OR DISCLOSED TO PDC HAVE BEEN AND WILL BE PROVIDED TO PDC AS A CONVENIENCE AND SHALL NOT CREATE OR GIVE RISE TO ANY LIABILITY OF OR AGAINST CIRCLE R AND ANY RELIANCE ON OR USE OF THE SAME SHALL BE AT PDC'S SOLE RISK TO THE MAXIMUM EXTENT PERMITTED BY LAW; (D) THE OPERATION OF THE DRILLING RIG AND EQUIPMENT OR ANY PART THEREOF; AND (E) ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY. PURCHASER ACKNOWLEDGES THAT THIS WAIVER IS CONSPICUOUS.

ARTICLE IV

ADDITIONAL AGREEMENTS

SECTION 4.1 Fees and Expenses. All costs and expenses incurred by PDC in connection with this Agreement and the transactions contemplated hereby shall be paid by PDC; such costs and expenses incurred by Circle R shall be paid by Circle R.

4

SECTION 4.2 Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Asset Purchase and the other transactions contemplated by this Agreement and the prompt satisfaction of the conditions hereto.

SECTION 4.3 PDC Indemnification. On or after the date of Closing, PDC shall indemnify and hold Circle R and CRD harmless against and in respect of all actions, suits, demands, judgments, costs and expenses (including reasonable attorneys' fees of Circle R and CRD), relating to any misrepresentation, breach of any representation or warranty or non-fulfillment of any agreement on the part of PDC contained in this Agreement. The indemnification provided for in this Section 4.3 shall terminate and be of no further force and effect one year from the date of Closing, except as to any representation or warranty as to which a written notice of claim for indemnification has been given to PDC prior to the expiration of such one-year period.

SECTION 4.4 Circle R, CRD and Terry Pat Reynolds Indemnification. On and after the date of Closing, Circle R, CRD, and Terry Pat Reynolds ("T. Reynolds"), a principal stockholder of Reynolds Drilling Company, Inc., the majority stockholder of CRD, shall jointly and severally indemnify and hold PEC and PDC harmless against and in respect of all actions, suits, demands, judgments, costs and expenses (including reasonable attorneys' fees of PEC or PDC), relating to any misrepresentation, breach of any representation or warranty or non-fulfillment of any agreement on the part of Circle R contained in this Agreement. The indemnification provided for in this Section 4.4 shall terminate and be of no further force and effect one year from the date of the Closing, except as to any representation or warranty as to which a written notice of claim for indemnification has been given to Circle R, CRD, and T. Reynolds prior to the expiration of such one-year period.

SECTION 4.5 Notice of Claim. Within fifteen (15) days after any party (the "Indemnified Party") becomes aware of facts giving rise to a claim by it for indemnification pursuant to this Article IV, and prior to the expenditure or approval of the expenditure of any funds, such Indemnified Party will provide notice thereof in writing (a "Claim Notice") to the party owing such indemnification (the "Indemnifying Party") specifying the nature and specific basis for such claim and a copy of all papers served with respect to such claim (if any). For purposes of this Section 4.5, receipt by the Indemnified Party of written notice of any demand, assertion, claim, action or proceeding (judicial, administrative or otherwise) by or from any person or entity other than a party to this Agreement or any affiliate thereof which gives rise to a claim on behalf of such party shall constitute becoming aware of facts giving rise to a claim by it and shall require notice within fifteen
(15) days after the receipt of such matter as provided in the first sentence of this Section 4.5. Each Claim Notice shall set forth a reasonable description of the claim based upon the information the Indemnified Party shall then have and shall contain a statement to the effect that the Indemnified Party is making a claim pursuant to, and formal demand for indemnification under, this Article IV. No party shall be entitled to any indemnification without having first timely delivered a proper Claim Notice.

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ARTICLE V

CONDITIONS PRECEDENT TO THE ASSET PURCHASE

SECTION 5.1 Conditions to Each Party's Obligation to Effect the Asset Purchase. The respective obligations of each party to effect the Asset Purchase shall be subject to the fulfillment or waiver (where permissible) at or prior to the Closing of each of the following conditions:

(a) No Order. No Governmental Entity or court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which is then in effect and has the effect of prohibiting the Asset Purchase or any of the other transactions contemplated hereby; provided that, in the case of any such decree, injunction or other order, each of the parties shall have used reasonable best efforts to prevent the entry of any such injunction or other order and to appeal as promptly as practicable any decree, injunction or other order that may be entered.

SECTION 5.2 Conditions to Obligation of Circle R to Effect the Asset Purchase. The obligation of Circle R to effect the Asset Purchase shall be subject to the fulfillment at or prior to the Closing of the following additional conditions; provided that Circle R may waive any of such conditions in its sole discretion:

(a) Performance of Obligations; Representations and Warranties. PDC shall have performed in all material respects each of its agreements contained in this Agreement required to be performed on or prior to the Closing and each of the representations and warranties of PDC contained in this Agreement shall be true and correct on and as of the Closing.

(b) Officers' Certificate. PDC shall have furnished to Circle R a certificate, dated the Closing, signed by the appropriate officers of PDC, certifying to the effect that to the best of the knowledge and belief of PDC, the conditions set forth in Section 5.1 and Section 5.2(a) have been satisfied in full.

(c) Payment of Purchase Price. PDC shall have made delivery of the Purchase Price as provided in Section 1.2 of this Agreement by wire transfer to the account of Circle R.

SECTION 5.3 Conditions to Obligations of PDC to Effect the Asset Purchase. The obligations of PDC to effect the Asset Purchase shall be subject to the fulfillment at or prior to the Closing of the following additional conditions, provided that PDC may waive any such conditions in its sole discretion:

(a) Performance of Obligations; Representations and Warranties. Circle R shall have performed in all material respects each of its agreements contained in this Agreement required to be performed on or prior to the Closing and each of the respective representations and warranties of Circle R contained in this Agreement shall be true and correct on and as of the Closing.

6

(b) Officers' Certificate. Circle R shall have furnished to PDC a certificate, dated the Closing, signed by the appropriate officers of CRD as general partner of Circle R, certifying to the effect that to the best of the knowledge and belief of CRD and Circle R, the conditions set forth in
Section 5.1 and Section 5.3(a) have been satisfied.

(c) Opinion of Counsel. PDC shall have received an opinion of counsel from Davidson, Nix & Jones, Professional Law Corporation, counsel to Circle R and CRD, dated the Closing, substantially to the effect that:

(i) The organization, existence and good standing of Circle R are as stated in this Agreement.

(ii) This Agreement has been duly authorized, executed and delivered by Circle R, and (assuming the due and valid authorization, execution and delivery by PDC) constitutes the legal, valid and binding agreement of Circle R enforceable against Circle R in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws of general applicability relating to or affecting the enforcement of creditors' rights and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

(iii) The execution and performance by Circle R of this Agreement will not violate the Certificate of Limited Partnership of Circle R and will not violate, result in a breach of, or constitute a default under, any material lease, mortgage, contract, agreement, instrument, law, rule, regulation, judgment, order or decree known to such counsel to which Circle R is a party or to which it or any of its properties or assets may be bound.

(iv) To the knowledge of such counsel, there are no actions, suits or proceedings, pending or threatened against or affecting Circle R or CRD by any Governmental Entity which seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement.

(v) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental agency or body which has not been obtained is required on behalf of Circle R for consummation of the transactions contemplated by this Agreement.

(vi) Each Non-Competition Agreement between PDC and each of Circle R, CRD, Reynolds Drilling Co., Inc. ("RDC") and Terry Pat Reynolds constitutes the legal, valid and binding agreement of it/him enforceable against it/him in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws of general applicability relating to or affecting the enforcement of creditors' rights and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

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In rendering such opinion, counsel for Circle R may rely as to matters of fact upon the representations of officers of Circle R contained in any certificate delivered to such counsel and certificates of public officials.

(d) Bill of Sale and Assignment. Circle R shall have executed and delivered the Bill of Sale and Assignment covering the Drilling Rig and Equipment in the form attached hereto as Exhibit A.

(e) Non-Competition Agreements. A Non-Competition Agreement in the respective forms attached hereto as Exhibits A(I), A(II), A(III) or A(IV) shall have been executed and delivered by Circle R, CRD, RDC and Terry Pat Reynolds, as the case may be.

ARTICLE VI

GENERAL PROVISIONS

SECTION 6.1 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, sent by overnight courier or telecopied (with a confirmatory copy sent by overnight courier) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

(a) If to PDC, to:

Patterson Energy, Inc. 4510 Lamesa Highway P.O. Drawer 1416 Snyder, Texas 79549 Telecopier No.: (915) 573-0281

Attention: A. Glenn Patterson President and Chief Operating Officer

with copies to:

Thomas H. Maxfield, Esq.

Baker & Hostetler LLP
303 East 17th Avenue, Suite 1100
Denver, Colorado 80203-1264
Telecopier No.: (303) 861-2307

8

(b) if to Circle R, to:

Terry Pat Reynolds Circle R Drilling, Ltd. 1981-A 515 Spring Street Shreveport, Louisiana 71101 Telecopier No.: (318) 227-0171

with copies to:

Ernest Nix, Esq.

Davidson, Nix & Jones
Professional Law Corporation
509 Market Street, Suite 800
Shreveport, Louisiana 71101
Telecopier No.: (318) 226-0168

(c) if to CRD, to:

Terry Pat Reynolds Circle R Drilling, Inc. 515 Spring Street Shreveport, Louisiana 71101 Telecopier No.: (318) 227-0171

with copies to:

Ernest Nix, Esq.

Davidson, Nix & Jones
Professional Law Corporation
509 Market Street, Suite 800
Shreveport, Louisiana 71101
Telecopier No.: (318) 226-0168

(d) if to RDC, to:

Terry Pat Reynolds Reynolds Drilling Co., Inc. 515 Spring Street Shreveport, Louisiana 71101 Telecopier No.: (318) 227-0171

9

with copies to:

Ernest Nix, Esq.

Davidson, Nix & Jones
Professional Law Corporation
509 Market Street, Suite 800
Shreveport, Louisiana 71101
Telecopier No.: (318) 226-0168

(e) if to T. Reynolds, to:

Terry Pat Reynolds 515 Spring Street Shreveport, Louisiana 71101 Telecopier No.: (318) 227-0171

with copies to:

Ernest Nix, Esq.

Davidson, Nix & Jones
Professional Law Corporation
509 Market Street, Suite 800
Shreveport, Louisiana 71101
Telecopier No.: (318) 226-0168

SECTION 6.2 Interpretation. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated, and the words "hereof', "herein" and "hereunder" and similar terms refer to this Agreement as a whole and not to any particular provision of this Agreement, unless the context otherwise requires. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation."

SECTION 6.3 Counterparts. This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

SECTION 6.4 Entire Agreement; No Third-Party Beneficiaries. This Agreement, including the documents and instruments referred to herein, (a) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (b) is not intended to confer upon any person other than the parties any rights or remedies hereunder; provided, however, that legal counsel for Circle R hereto may rely upon the representations and warranties of Circle R contained herein and in the certificate delivered pursuant to Section 5.3(b).

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SECTION 6.5 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

SECTION 6.6 Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

SECTION 6.7 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby are not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions be consummated as originally contemplated to the fullest extent possible.

SECTION 6.8 Enforcement of This Agreement. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

IN WITNESS WHEREOF, PDC and Circle R have executed this Agreement as of the date first written above.

PDC:

PATTERSON DRILLING COMPANY

                                        By: /s/ A. GLENN PATTERSON
                                           -----------------------------------
                                           A. Glenn Patterson
                                           Chief Operating Officer

Attest:

/s/ JAMES C. BROWN
-----------------------------
James C. Brown, Secretary

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CIRCLE R:

CIRCLE R DRILLING, LTD. 1981-A, a
Louisiana limited partnership

By: Circle R Drilling, Inc.,
General Partner

                                            By: /s/ TERRY PAT REYNOLDS
                                               --------------------------------
                                               Terry Pat Reynolds,
                                               Vice President

Attest:

DONNA S. WALSH
Donna S. Walsh, Secretary

TO INDUCE PATTERSON DRILLING COMPANY TO ENTER INTO THIS ASSET PURCHASE AGREEMENT AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE UNDERSIGNED, BEING BENEFICIAL OWNERS OF CIRCLE R, ACCEPT AND AGREE TO BE BOUND BY THE INDEMNIFICATION PROVISIONS OF SECTION 4.4 OF THIS ASSET PURCHASE AGREEMENT.

CIRCLE R DRILLING, INC.

By: /s/ TERRY PAT REYNOLDS
   ----------------------------------
   Terry Pat Reynolds, Vice President


TERRY PAT REYNOLDS

12

ANNEX 1
TO
ASSET PURCHASE AGREEMENT

DESCRIPTION OF DRILLING RIG AND EQUIPMENT

A. Drilling Rig and Equipment.

The Drilling Rig and Equipment includes the drilling rig, parts and related equipment, including engines, mud pumps, hooks and blocks, derrick, substructure, rotary tables, blow-out prevention equipment, drill bits and all tubular goods on the rig, all of which are listed below, less the parts and related equipment sold or disposed of since August 26, 1997, and plus the parts and related equipment acquired by Circle R since August 26, 1997, in each case in the ordinary course of business, consistent with past practice.


DRAWWORKS

Superior 1000-M Single Drum Drawworks, 1000 HP, LEBUS Grooved f/1 1/4" Line, Makeup & Breakout Catheads, Overrunning Clutch, Air Driller's Console Controls, Crown-O-Matic

COMPOUND

SUPERIOR 3-Engine In-Line Compound w/Single-Pedestal Pump Drive, GARDNER-DENVER 2-Stage A/C Belt Drive

BRAKE

(2) PARMAC V-80 Single Hydromatic Brakes

ENGINES

                 (3)CAT D-353E TA Diesel Engines, S/Ns-46BO9128 & N/A, Each
                 w/Air Starter, Radiator, Gauges, NATIONAL C- 245-80 Torque
                 Converter; (1) CAT D-353ETA Diesel Engine, S/N 046B07814
                 located at Darr Equipment Company, Waco, Texas

MAST

DRECO 136'H x 22'W Cantilever Mast, 600,000# Static Hook Load, Pin-Type, Crown Block w/(5) Sheaves, Fastline Sheave, 4" Standpipe, Crown Safety Platform, Racking

AX-1 - 1


Board, Tong Counterweights, Ladder, Derrick Climber, Mast Stand, Standpipe Manifold w/4" & 2" Gate Valves, OTECO 5000 PSI Pressure Gauge

SUBSTRUCTURE

DRECO 18'6"H x 27'W x 50'L Slingshot Substructure w/Rotary Beams, V-Door Ramp, (4) Stairs, Safety Rails, Deadline Anchor, Air Volume Tank, Hydraulic Reservoir, (2) LANTEC Air Winches

PUMP

GARDNER-DENVER PZ-9 Triplex Mud Pump, 1000 HP, Forged Steel Fluid End w/Quick-Change Caps, HYDRIL K-20- 1 0000 Pulsation Dampener, Rod Cooling Pump, DEMCO 4" & OTECO 2" Gate Valves, Drive Assembly, Compound- Driven

PUMP

WILSON 600 Duplex Mud Pump, 600 HP, 7 1/2" x 14", MATTCO Cast Steel Fluid End w/Quick-Change Caps, CONTINENTAL EMSCO Pulsation Dampener, OTECO 2" Shear Relief Valve, Rod Cooling Pump, OTECO 4" & DEMCO 2" Gate Valves, Drive Assembly, Master Skidded w/Engine

PUMP POWER

                 CAT D-379 TA Diesel Engine, S/N-68BO7069, w/Air Starter,
                 Radiator, Gauges, Torque Converter

ROTATING EQUIPMENT

HACKER 27 1/2" x 44 1/2" Rotary Table w/Split Master Bushing

GARDNER-DENVER 300-Ton Swivel

VARCO Kelly Drive Bushing, Square Drive

Lower Kelly Valve

Inside BOP

TRAVELING EQUIPMENT

GARDNER-DENVER 300-Ton Block/Hook Combination w/(5) 60" Sheaves, 1 1/4" Line, BJ 6150 Unimatic Hook

AX-1 - 2


2 1/2" x 102" Elevator Links

WELL CONTROL EQUIPMENT

HYDRIL GK-10-5000 5000 PSI Annular Blowout Preventer

HYDRIL WP 11" 5000 PSI Double Blowout w/Pipe & Blind Rams

24"H x 11"ID Drilling Spool w/4-1/16" Outlets, (2) DEMCO 3-1/16" 5000 PSI & (2) DEMCO 2-1/16" 3000 PSI Gate Valves

24"H x 11"D 5000 PSI Spacer Spool

KOOMEY T20120 5-Station 120-Gallon Closing Unit, S/N-1 550601,
(12) 10-Gallon Accumulator Bottles, Triplex Charging Pump p/b
25 HP Electric Motor, (1) Air-Actuated Hydraulic Charging Pump

SHAFFER 5-Station Remote Closing Unit, Mounted on Console

5000 PSI Blowout Preventer Choke Manifold, 5-Way Cross w/(2) DEMCO 3-1/16" 5000 PSI & (2) 2-1/16" 3000 PSI Gate Valves, Buffer Chamber, Mounted on Adjustable-Height Skid

RIG HOUSES

8'W x 30'L Triaxle Toolpusher's Trailer, Fully Furnished

10'W x 24'L Doghouse w/4'L Porch Extension, Round Top, Knowledge Box, Lockers, Bench Storage, Cabinets, Parts Bins, Fluorescent Lights, Heater, Skidded

10'W x 38'L Parts/Change House w/Round-Top, Lockers, Bench Storage, Cabinets, Parts Bins, Workbenches, Fluorescent Lights, Heater, Skidded

GENERATORS/UTILITY HOUSE

CAT SR-4 320 KW AC Generator Set, SIN-5LA01675, p/b CAT 3412 DITA Diesel

Engine, S/N-38509492, w/Air Starter, Radiator, Gauges, Skidded

502FDR 320 KW AC Generator Set, S/N-PJ3156691, p/b CAT 3412
DITA Diesel Engine w/Air Starter, Radiator, Gauges, Skidded

QUINCY 350 Air Compressor p/b LISTER 2-Cylinder Air-Cooled
Diesel Engine, SN-US11078ST2A3110, w/Manual & Electric
Starter, Air Volume Tank

AX-1 - 3


QUINCY 520 Air Compressor p/b 10 HP Electric Motor

SQUARE D Electrical Control Panel w/Switchboard

All Above Mounted in 10'W x 38'L Utility House w/Round Top, Fluorescent Lights, Heater, Skidded

MUD SYSTEM

10'W x 7H x 36'L Mud Suction Tank w/10'L Covered Porch Extension, (2) Compartments, Round Bottom, Internal Plumbing,
(3) DEMCO 6" x 8" Centrifugal Pumps, Each p/b 50 HP Electric Motor, (2) 7 1/2 HP Mud Agitators, Each p/b Electric Motor, Mud Hopper, Top-Mounted Walkways, Stairs, Safety Rails, Skidded

10'W x 7'H x 40'L Mud Shaker Tank w/(2) 4'L Covered Porch Extensions, (3) Compartments, Round Bottom, Internal Plumbing,
(2) DEMCO 6" x 8" Centrifugal Pumps, Each p/b 50 HP Electric Motor, (2) 7 1/2 HP Mud Agitators, Each p/b Electric Motor, Top-Mounted, Walkways, Stairs, Safety Rails, Skidded

FLUID SYSTEMS High Speed Linear Screen Vibrating Shale Shaker p/b 5 HP Electric Motor

DEMCO Desander w/12" Cone

DEMCO Desilter w/(1) 6" Cones

WATER/FUEL TANKS

10'Dia x 30'L Water Tank, Skidded

10'W x 8'H x 30'L Fuel Tank, Skidded w/Fuel Pump & Filter p/b
(2) 1 HP Electric Motors, Mounted on Stand

7'10"W x 3'H x 5'L 3-Compartment Lubester

HANDLING TOOLS

INGERSOLL-RAND Pneumatic Pipe Spinner

BJ Type B Rotary Tongs w/Extra Heads

BJ 3 3/8" BN to 5 1/2" BN 250-Ton Center Latch Pipe Elevators

BJ Type A 6 3/4" SS 250-Ton Center Latch Drill Collar Elevators

AX-1 - 4


WOOLLEY DU Long 4 1/2" Drill Pipe Slips

8" Drill Collar Slips

6 1/4" Drill Collar Slips

Approximately (1) Drill Collar Lift Subs

INGERSOLL-RAND HUL-RO 9000 PSI Capacity Air Hoist,

S/N-RSH11417

Mud Bucket

AUXILIARY EQUIPMENT

MARTIN DECKER E 600,000# Capacity Weight Indicator w/Pump Pressure, Tong Line Pull & RPM Gauges, Console-Mounted

3 1/2"ID x 55'L Rotary Hose

(2)6"ID x 5'L & 8'L Suction Hoses w/Pipe

(2) 3 1/2"ID x 10'L Vibrator Hoses

42"H x 5'W x 60'L 2-Section Catwalk w/Steel Deck Steps

60"H x 8"W x 25'L Junk Box w/15'L Covered Porch f/Closing Unit

MATHEY RET Hydraulic/Electric Wireline Measuring Device,

S/N-633, w/.092" Measuring Line

Rathole & Mousehole

Fluorescent Rig Lights w/Wiring

Approximately 6000' of 1 1/4" Drill Line w/Spool Stand

BEAR Automatic Driller

(4) Sets of 42"H x 28'L Triangular Pipe Rack

Miscellaneous Spare Parts, Hand Tools, Valves, Fire Extinguishers, Etc.

AX-1 - 5


DRILL PIPE

12,000' (400 Joints) 4 1/2", Grade E, 16.60#, Range 2 Drill Pipe w/4 1/2"XH, BN, HB Tool Joints, 5- 15/16" to 6"OD, PC

DRILL COLLARS

(24) 6 1/8"OD to 6 1/2"OD x 2"ID x 30'L Slick Drill Collars w/4 1/2"XH Connections, HB, Recessed

AX-1 - 6


EXHIBIT A(I)

PATTERSON DRILLING COMPANY

NON-COMPETITION AGREEMENT

THIS NON-COMPETITION AGREEMENT is made and entered into this _____ day of November, 1997 (this "Agreement"), by and between PATTERSON DRILLING COMPANY, a Delaware corporation ("PDC"), and CIRCLE R DRILLING, LTD. 1981-A, a Louisiana limited partnership ("Circle R").

RECITALS:

A. Simultaneously with the execution of this Agreement, PDC and Circle R have entered into that certain Asset Purchase Agreement, dated of even date herewith (the "Asset Purchase Agreement"), providing for, among other things, the purchase by PDC of the drilling rig and related equipment owned by Circle R.

B. The execution and delivery of this Agreement is a condition to the consummation of the Asset Purchase contemplated by the Asset Purchase Agreement, and the parties are entering into this Agreement in order to fulfill such condition.

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

1. Period of Agreement.

The period of this Agreement shall commence on the date hereof and remain in effect through November 1, 2000 (the "Non-Compete Period").

2. Covenant Not to Compete.

(a) Circle R covenants and agrees that during the Non-Compete Period, Circle R shall not, without the prior written consent of PDC, directly or indirectly, alone or in association with any other person, carry on, be engaged, concerned, or take part in, render services to, or otherwise assist, or own, share in the earnings of, or invest in the stock, bonds, or other securities of, any person which is engaged in providing contract drilling rig services to the oil and gas industry within Texas Railroad Commission Districts 1, 2, 3, 4, 5 and 6 in the State of Texas (the "Competitive Business"); provided, however, that Circle R may (i) invest and/or engage in any business that

EXH A(I) - 1


EXHIBIT A(I)

routinely provides third-party services (as such term is commonly used in the contract oil and gas well drilling business) to a Competitive Business, but is not engaged in the actual conduct of a Competitive Business, or (ii) invest in stock, bonds, or other securities of any Competitive Business (but without otherwise participating in the Competitive Business) if: (A) such stock, bonds, or other securities are listed on any national securities exchange or are registered under Section 12(g) of the Securities Exchange Act of 1934, as amended; (B) the investment does not exceed, in the case of any class of capital stock of any one issuer, two percent (2%) of the issued and outstanding shares, or, in the case of bonds or other securities of any one issuer, two percent (2%) of the aggregate principal amount thereof issued and outstanding; and (C) such investment would not prevent, directly or indirectly, the transaction of business by PDC or any affiliate of PDC with any state, district, territory, or possession of the United States or any governmental subdivision, agency, or instrumentality thereof by virtue of any statute, law, regulation or administrative practice. The period of time during which Circle R is prohibited from engaging in certain activities by this Section shall be extended by the length of time during which Circle R is in breach of the terms of this Section.

(b) It is understood by and between the parties hereto that the foregoing covenant by Circle R not to enter into competition with PDC as set forth in Section 2(a) hereof is an essential element of this Agreement and the Asset Purchase Agreement and that, but for the agreement of Circle R to comply with such covenant, PDC would not have agreed to enter into this Agreement or the Asset Purchase Agreement. PDC and Circle R have independently consulted with their respective counsel and have been advised in all respects concerning the reasonableness and propriety of such covenant, with specific regard to the nature of the business conducted by PDC and its affiliates. Circle R agrees that such covenant is reasonable in scope, geographic area, and duration, and that compliance with such covenant would not impose economic hardship on Circle R.

3. Restrictions on Soliciting Business of PDC.

Circle R further covenants and agrees that during the Non-Compete Period, Circle R will not, either for itself or for any other person or entity, directly or indirectly, engage in any of the following activities in a Competitive Business without the express prior written consent of PDC:

(a) Solicit or hire any of the employees of PDC or solicit or take away any of PDC's customers, lessors, or suppliers or attempt any of the foregoing; or

(b) Engage in any act which would interfere with or harm any business relationship PDC has with any employee or (with respect to PDC's contract oil and gas well drilling business) with any customer, lessor, principal or supplier.

EXH A(I) - 2


EXHIBIT A(I)

4. Specific Performance.

Without intending to limit the remedies available to PDC, Circle R acknowledges that PDC will have no adequate remedies at law if Circle R violates the terms of Sections 2 or 3, hereof. In such event, Circle R agrees that PDC shall have the right, in addition to any other rights it may have, to obtain in any court of competent jurisdiction specific performance of such Sections of this Agreement or injunctive relief to restrain any breach or threatened breach thereof. Nothing herein shall be construed as prohibiting PDC from pursuing any other remedies available to PDC (whether at law or in equity) for such breach or threatened breach, including, without limitation, the recovery of monetary damages from Circle R.

The provisions of this Section 4 shall survive the expiration, termination or cancellation of this Agreement.

5. Attorneys Fees and Costs.

If an action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys fees, costs and necessary expenses in addition to any other relief to which that party may be entitled. This provision is applicable to this entire Agreement.

6. Representations and Warranties of PDC and Circle R.

(a) Representations and Warranties of PDC. PDC hereby represents and warrants to Circle R that: (i) it has all requisite power to enter into and perform its obligations under this Agreement; (ii) this Agreement has been duly and validly authorized by all necessary corporate action on the part of PDC;
(iii) the execution of this Agreement by PDC and performance of PDC's obligations hereunder do not require the consent or approval of any other party; and (iv) this Agreement is a valid and binding obligation of PDC.

(b) Representations and Warranties of Circle R. Circle R hereby represents and warrants to PDC that: (i) Circle R has the capacity and power to enter into and perform obligations of Circle R under this Agreement; (ii) Circle R has duly and validly executed this Agreement; (iii) the execution of this Agreement and performance of obligations of Circle R hereunder do not require the consent or approval of any other party; and (iv) this Agreement constitutes a valid and binding obligation of Circle R.

7. General Provisions.

(a) Compliance with Laws. The parties agree that they will comply with all applicable laws and regulations of government bodies or agencies in their respective performance of their obligations under this Agreement.

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EXHIBIT A(I)

(b) Governing Law and Construction. This Agreement will be governed by and construed in accordance with the laws of the State of Louisiana without reference to its conflict-of-laws principles. This Agreement's final form resulted from review and negotiations among the parties and their attorneys, and no part of this Agreement should be construed against any party on the basis of authorship.

(c) Forum for Dispute Resolution. If any dispute arises among the parties concerning the interpretation or performance of any portion of this Agreement which the parties are unable to resolve themselves, and any party brings an action against any other party seeking a declaratory order, specific performance, damages, or any other legal or equitable relief based on this Agreement, the parties agree that the forum for any such action shall be an appropriate federal or state court in Texas having jurisdiction, agree that venue will be proper in such courts, and waive any objections based on inconvenience of the forum, and further agree that the prevailing party in any such action, as determined by the court, shall be awarded its reasonable attorneys' fees and costs in addition to any relief or judgment the court awards.

(d) Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties with respect to the subject matter contained herein and supersedes any previous oral or written communications, representations, understandings or agreements with respect thereto. The terms of this Agreement may be modified only in a writing, signed by authorized representatives of both parties.

(e) Assignability. This Agreement will be binding upon the parties' respective successors and permitted assigns. Neither party may assign this Agreement and/or any of its rights and/or obligations hereunder without the prior written consent of the other party, and any such attempted assignment will be void; provided, however, that PDC may assign this Agreement to PEC or to another subsidiary of PEC without the prior written consent of Circle R, and provided further that a transfer by PDC as a result of a merger or sale of all or substantially all of the assets of PDC with or to a third party that assumes PDC's obligations hereunder by operation of law or otherwise shall not constitute a prohibited assignment under this Section 7(e).

(f) Waiver. A waiver of a breach or default under this Agreement will not constitute a waiver of any other breach or default. Failure or delay by either party to enforce compliance with any term or condition of this Agreement will not constitute a waiver of such term or condition.

(g) Severability. If any provision of this Agreement is declared to be invalid, the parties agree that such invalidity will not affect the validity of the remaining provisions of this Agreement, and further agree, to the extent possible, to substitute for the invalid provision a valid

EXH A(I) - 4


EXHIBIT A(I)

provision that approximates the intent and economic effect of the invalid provision as closely as possible.

(h) Headings. The titles of the Sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

(i) Notice. Any notice, request, consent, demand or other communication required to be given under this Agreement will be in writing and will be given personally, by facsimile or by mailing the same, first-class, postage prepaid to the appropriate address and facsimile number set forth below or to such other person or at such other address as may hereafter be designated by like notice. Notices by mail will be considered delivered and become effective three days after the mailing thereof. All notices by facsimile will be considered delivered and become effective immediately upon the confirmed (by answer back or other tangible printed verification or successful receipt) sending thereof.

To PDC:        Patterson Drilling Company
               4510 Lamesa Highway
               P.O. Drawer 1410
               Snyder, Texas  79550
               Facsimile:  (915) 573-0281
               Attention:  A. Glenn Patterson
                           President and Chief Operating Officer

To Circle R:   Circle R Drilling, Ltd. 1981-A
               515 Spring Street
               Shreveport, Louisiana   71101
               Facsimile:  (318) 227-0171
               Attention:  Terry Pat Reynolds

with copies to:

               Ernest Nix, Esq.
               Davidson, Nix & Jones
               Professional Law Corporation
               509 Market Street, Suite 800
               Shreveport, Louisiana   71101
               Facsimile:  (318) 226-0168

EXH A(I) - 5


EXHIBIT A(I)

(j) Counterparts. This Agreement may be executed in counterparts and by the parties hereto in separate counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed by their respective representatives as of the day and year first above written.

"PDC"

PATTERSON DRILLING COMPANY

By:

James C. Brown Vice President-Finance

"Circle R"

CIRCLE R DRILLING, LTD. 1981-A

By: Circle R Drilling, Inc.,
General Partner

By:

Terry Pat Reynolds, Vice President

EXH A(I) - 6


EXHIBIT A(II)

PATTERSON DRILLING COMPANY

NON-COMPETITION AGREEMENT

THIS NON-COMPETITION AGREEMENT is made and entered into this _____ day of November, 1997 (this "Agreement"), by and between PATTERSON DRILLING COMPANY, a Delaware corporation ("PDC"), and CIRCLE R DRILLING, INC., a Louisiana corporation ("CRD").

RECITALS:

A. Simultaneously with the execution of this Agreement, PDC has entered into that certain Asset Purchase Agreement, dated of even date herewith (the "Asset Purchase Agreement"), between PDC and CIRCLE R DRILLING, LTD. 1981-A ("Circle R"), providing for, among other things, the purchase by PDC of the drilling rig and related equipment owned by Circle R.

B. CRD is the sole general partner of Circle R.

C. The execution and delivery of this Agreement is a condition to the consummation of the Asset Purchase contemplated by the Asset Purchase Agreement, and the parties are entering into this Agreement in order to fulfill such condition.

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

1. Period of Agreement.

The period of this Agreement shall commence on the date hereof and remain in effect through November 1, 2000 (the "Non-Compete Period").

2. Covenant Not to Compete.

(a) CRD covenants and agrees that during the Non-Compete Period, CRD shall not, without the prior written consent of PDC, directly or indirectly, and whether as a principal or as an agent, officer, director, employee, consultant, or otherwise, alone or in association with any other person, carry on, be engaged, concerned, or take part in, render services to, or otherwise assist, or own, share in the earnings of, or invest in the stock, bonds, or other securities of, any person which is engaged in providing contract drilling rig services to the oil and gas industry within Texas Railroad Commission Districts 1, 2, 3, 4, 5 and 6 in the State of Texas (the "Competitive Business"); provided, however, that CRD may (i) invest and/or engage in any business that routinely provides third-party

EXH A(II) - 1


services (as such term is commonly used in the contract oil and gas well drilling business) to a Competitive Business, but is not engaged in the actual conduct of a Competitive Business, or (ii) invest in stock, bonds, or other securities of any Competitive Business (but without otherwise participating in the Competitive Business) if: (A) such stock, bonds, or other securities are listed on any national securities exchange or are registered under Section 12(g) of the Securities Exchange Act of 1934, as amended; (B) the investment does not exceed, in the case of any class of capital stock of any one issuer, two percent (2%) of the issued and outstanding shares, or, in the case of bonds or other securities of any one issuer, two percent (2%) of the aggregate principal amount thereof issued and outstanding; and (C) such investment would not prevent, directly or indirectly, the transaction of business by PDC or any affiliate of PDC with any state, district, territory, or possession of the United States or any governmental subdivision, agency, or instrumentality thereof by virtue of any statute, law, regulation or administrative practice. The period of time during which CRD is prohibited from engaging in certain activities by this Section shall be extended by the length of time during which CRD is in breach of the terms of this Section.

(b) It is understood by and between the parties hereto that the foregoing covenant by CRD not to enter into competition with PDC as set forth in Section 2(a) hereof is an essential element of this Agreement and the Asset Purchase Agreement and that, but for the agreement of CRD to comply with such covenant, PDC would not have agreed to enter into this Agreement or the Asset Purchase Agreement. PDC and CRD have independently consulted with their respective counsel and have been advised in all respects concerning the reasonableness and propriety of such covenant, with specific regard to the nature of the business conducted by PDC and its affiliates. CRD agrees that such covenant is reasonable in scope, geographic area, and duration, and that compliance with such covenant would not impose economic or professional hardship on CRD.

3. Restrictions on Soliciting Business of PDC.

CRD further covenants and agrees that during the Non-Compete Period, CRD will not, either for himself or for any other person or entity, directly or indirectly, engage in any of the following activities in a Competitive Business without the express prior written consent of PDC:

(a) Solicit or hire any of the employees of PDC or solicit or take away any of PDC's customers, lessors, or suppliers or attempt any of the foregoing; or

(b) Engage in any act which would interfere with or harm any business relationship PDC has with any employee or (with respect to PDC's contract oil and gas well drilling business) with any customer, lessor, principal or supplier.

4. Specific Performance.

Without intending to limit the remedies available to PDC, CRD acknowledges that PDC will have no adequate remedies at law if CRD violates the terms of Section 2 or 3, hereof. In such event, CRD agrees that PDC shall have the right, in addition to any other rights it may have, to obtain in any court of competent jurisdiction specific performance of such Sections of this Agreement

EXH A(II) - 2


or injunctive relief to restrain any breach or threatened breach thereof. Nothing herein shall be construed as prohibiting PDC from pursuing any other remedies available to PDC (whether at law or in equity) for such breach or threatened breach, including, without limitation, the recovery of monetary damages from CRD.

The provisions of this Section 4 shall survive the expiration, termination or cancellation of this Agreement.

5. Attorneys Fees and Costs.

If an action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys fees, costs and necessary expenses in addition to any other relief to which that party may be entitled. This provision is applicable to this entire Agreement.

6. Representations and Warranties of PDC and CRD.

(a) Representations and Warranties of PDC. PDC hereby represents and warrants to CRD that: (i) it has all requisite power to enter into and perform its obligations under this Agreement; (ii) this Agreement has been duly and validly authorized by all necessary corporate action on the part of PDC;
(iii) the execution of this Agreement by PDC and performance of PDC's obligations hereunder do not require the consent or approval of any other party; and (iv) this Agreement is a valid and binding obligation of PDC.

(b) Representations and Warranties of CRD. CRD hereby represents and warrants to PDC that: (i) CRD has the capacity and power to enter into and perform obligations of CRD under this Agreement; (ii) CRD has duly and validly executed this Agreement; (iii) the execution of this Agreement and performance of obligations of CRD hereunder do not require the consent or approval of any other party; and (iv) this Agreement constitutes a valid and binding obligation of CRD.

7. General Provisions.

(a) Compliance with Laws. The parties agree that they will comply with all applicable laws and regulations of government bodies or agencies in their respective performance of their obligations under this Agreement.

(b) Governing Law and Construction. This Agreement will be governed by and construed in accordance with the laws of the State of Louisiana without reference to its conflict-of-laws principles. This Agreement's final form resulted from review and negotiations among the parties and their attorneys, and no part of this Agreement should be construed against any party on the basis of authorship.

(c) Forum for Dispute Resolution. If any dispute arises among the parties concerning the interpretation or performance of any portion of this Agreement which the parties are

EXH A(II) - 3


unable to resolve themselves, and any party brings an action against any other party seeking a declaratory order, specific performance, damages, or any other legal or equitable relief based on this Agreement, the parties agree that the forum for any such action shall be an appropriate federal or state court in Texas having jurisdiction, agree that venue will be proper in such courts, and waive any objections based on inconvenience of the forum, and further agree that the prevailing party in any such action, as determined by the court, shall be awarded its reasonable attorneys' fees and costs in addition to any relief or judgment the court awards.

(d) Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties with respect to the subject matter contained herein and supersedes any previous oral or written communications, representations, understandings or agreements with respect thereto. The terms of this Agreement may be modified only in a writing, signed by authorized representatives of both parties.

(e) Assignability. This Agreement will be binding upon the parties' respective successors and permitted assigns. Neither party may assign this Agreement and/or any of its rights and/or obligations hereunder without the prior written consent of the other party, and any such attempted assignment will be void; provided, however, that PDC may assign this Agreement to PEC or to another subsidiary of PEC without the prior written consent of CRD, and provided further that a transfer by PDC as a result of a merger or sale of all or substantially all of the assets of PDC with or to a third party that assumes PDC's obligations hereunder by operation of law or otherwise shall not constitute a prohibited assignment under this Section 7(e).

(f) Waiver. A waiver of a breach or default under this Agreement will not constitute a waiver of any other breach or default. Failure or delay by either party to enforce compliance with any term or condition of this Agreement will not constitute a waiver of such term or condition.

(g) Severability. If any provision of this Agreement is declared to be invalid, the parties agree that such invalidity will not affect the validity of the remaining provisions of this Agreement, and further agree, to the extent possible, to substitute for the invalid provision a valid provision that approximates the intent and economic effect of the invalid provision as closely as possible.

(h) Headings. The titles of the Sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

(i) Notice. Any notice, request, consent, demand or other communication required to be given under this Agreement will be in writing and will be given personally, by facsimile or by mailing the same, first-class, postage prepaid to the appropriate address and facsimile number set forth below or to such other person or at such other address as may hereafter be designated by like notice. Notices by mail will be considered delivered and become effective three days after the mailing thereof. All notices by facsimile will be considered delivered and become effective immediately upon

EXH A(II) - 4


the confirmed (by answer back or other tangible printed verification or successful receipt) sending thereof.

To PDC:        Patterson Drilling Company
               4510 Lamesa Highway
               P.O. Drawer 1410
               Snyder, Texas   79550
               Facsimile:  (915) 573-0281
               Attention:   A. Glenn Patterson
                            President and Chief Operating Officer

To CRD:        Circle R Drilling, Inc.
               515 Spring Street
               Shreveport, Louisiana   71101
               Facsimile:  (318) 227-0171
               Attention:  Terry Pat Reynolds

with copies to:

               Ernest Nix, Esq.
               Davidson, Nix & Jones
               Professional Law Corporation
               509 Market Street, Suite 800
               Shreveport, Louisiana   71101
               Facsimile:  (318) 226-0168

8. Counterparts. This Agreement may be executed in counterparts and by the parties hereto in separate counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

EXH A(II) - 5


IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed by their respective representatives as of the day and year first above written.

"PDC"

PATTERSON DRILLING COMPANY

By:

James C. Brown Vice President-Finance

"CRD"

CIRCLE R DRILLING, INC.

By:
Terry Pat Reynolds, Vice President

EXH A(II) - 6


EXHIBIT A(III)

PATTERSON DRILLING COMPANY

NON-COMPETITION AGREEMENT

THIS NON-COMPETITION AGREEMENT is made and entered into this _____ day of November, 1997 (this "Agreement"), by and between PATTERSON DRILLING COMPANY, a Delaware corporation ("PDC"), and TERRY PAT REYNOLDS, an individual residing in Shreveport, Louisiana ("T. Reynolds").

RECITALS:

A. Simultaneously with the execution of this Agreement, PDC has entered into that certain Asset Purchase Agreement, dated of even date herewith (the "Asset Purchase Agreement"), between PDC and CIRCLE R DRILLING, LTD. 1981-A ("Circle R"), providing for, among other things, the purchase by PDC of the drilling rig and related equipment owned by Circle R.

B. T. Reynolds is an officer, a director and a principal stockholder of Reynolds Drilling Company, Inc., the majority stockholder of Circle R Drilling, Inc., general partner of Circle R.

C. The execution and delivery of this Agreement is a condition to the consummation of the Asset Purchase contemplated by the Asset Purchase Agreement, and the parties are entering into this Agreement in order to fulfill such condition.

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

1. Period of Agreement.

The period of this Agreement shall commence on the date hereof and remain in effect through November 1, 2000 (the "Non-Compete Period").

2. Covenant Not to Compete.

(a) T Reynolds covenants and agrees that during the Non-Compete Period, T Reynolds shall not, without the prior written consent of PDC, directly or indirectly, and whether as a principal or as an agent, officer, director, employee, consultant, or otherwise, alone or in association with any other person, carry on, be engaged, concerned, or take part in, render services to, or otherwise assist, or own, share in the earnings of, or invest in the stock, bonds, or other securities of, any person which is engaged in providing contract drilling rig services to the oil and gas

EXH A(III) - 1


industry within Texas Railroad Commission Districts 1, 2, 3, 4, 5, and 6 of the State of Texas (the "Competitive Business"); provided, however, that T. Reynolds may (i) invest and/or engage in any business that routinely provides third-party services (as such term is commonly used in the contract oil and gas well drilling business) to a Competitive Business, but is not engaged in the actual conduct of a Competitive Business, or (ii) invest in stock, bonds, or other securities of any Competitive Business (but without otherwise participating in the Competitive Business) if: (A) such stock, bonds, or other securities are listed on any national securities exchange or are registered under Section 12(g) of the Securities Exchange Act of 1934, as amended; (B) the investment does not exceed, in the case of any class of capital stock of any one issuer, two percent (2%) of the issued and outstanding shares, or, in the case of bonds or other securities of any one issuer, two percent (2%) of the aggregate principal amount thereof issued and outstanding; and (C) such investment would not prevent, directly or indirectly, the transaction of business by PDC or any affiliate of PDC with any state, district, territory, or possession of the United States or any governmental subdivision, agency, or instrumentality thereof by virtue of any statute, law, regulation or administrative practice. The period of time during which T. Reynolds is prohibited from engaging in certain activities by this Section shall be extended by the length of time during which T. Reynolds is in breach of the terms of this Section.

(b) It is understood by and between the parties hereto that the foregoing covenant by T. Reynolds not to enter into competition with PDC as set forth in Section 2(a) hereof is an essential element of this Agreement and the Asset Purchase Agreement and that, but for the agreement of T. Reynolds to comply with such covenant, PDC would not have agreed to enter into this Agreement or the Asset Purchase Agreement. PDC and T. Reynolds have independently consulted with their respective counsel and have been advised in all respects concerning the reasonableness and propriety of such covenant, with specific regard to the nature of the business conducted by PDC and its affiliates. T. Reynolds agrees that such covenant is reasonable in scope, geographic area, and duration, and that compliance with such covenant would not impose economic or professional hardship on T. Reynolds.

3. Restrictions on Soliciting Business of PDC.

T. Reynolds further covenants and agrees that during the Non-Compete Period, T. Reynolds will not, either for himself or for any other person or entity, directly or indirectly, engage in any of the following activities in a Competitive Business without the express prior written consent of PDC:

(a) Solicit or hire any of the employees of PDC or solicit or take away any of PDC's customers, lessors, or suppliers or attempt any of the foregoing; or

(b) Engage in any act which would interfere with or harm any business relationship PDC has with any employee or (with respect to PDC's contract oil and gas well drilling business) with any customer, lessor, principal or supplier.

EXH A(III) - 2


4. Specific Performance.

Without intending to limit the remedies available to PDC, T. Reynolds acknowledges that PDC will have no adequate remedies at law if T. Reynolds violates the terms of Section 2 or 3, hereof. In such event, T. Reynolds agrees that PDC shall have the right, in addition to any other rights it may have, to obtain in any court of competent jurisdiction specific performance of such Sections of this Agreement or injunctive relief to restrain any breach or threatened breach thereof. Nothing herein shall be construed as prohibiting PDC from pursuing any other remedies available to PDC (whether at law or in equity) for such breach or threatened breach, including, without limitation, the recovery of monetary damages from T. Reynolds.

The provisions of this Section 4 shall survive the expiration, termination or cancellation of this Agreement.

5. Attorneys Fees and Costs.

If an action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys fees, costs and necessary expenses in addition to any other relief to which that party may be entitled. This provision is applicable to this entire Agreement.

6. Representations and Warranties of PDC and T. Reynolds.

(a) Representations and Warranties of PDC. PDC hereby represents and warrants to T. Reynolds that: (i) it has all requisite power to enter into and perform its obligations under this Agreement; (ii) this Agreement has been duly and validly authorized by all necessary corporate action on the part of PDC; (iii) the execution of this Agreement by PDC and performance of PDC's obligations hereunder do not require the consent or approval of any other party; and (iv) this Agreement is a valid and binding obligation of PDC.

(b) Representations and Warranties of T. Reynolds. T. Reynolds hereby represents and warrants to PDC that: (i) T. Reynolds has the capacity and power to enter into and perform obligations of T. Reynolds under this Agreement; (ii) T. Reynolds has duly and validly executed this Agreement; (iii) the execution of this Agreement and performance of obligations of T. Reynolds hereunder do not require the consent or approval of any other party; and (iv) this Agreement constitutes a valid and binding obligation of T. Reynolds.

7. General Provisions.

(a) Compliance with Laws. The parties agree that they will comply with all applicable laws and regulations of government bodies or agencies in their respective performance of their obligations under this Agreement.

EXH A(III) - 3


(b) Governing Law and Construction. This Agreement will be governed by and construed in accordance with the laws of the State of Louisiana without reference to its conflict-of-laws principles. This Agreement's final form resulted from review and negotiations among the parties and their attorneys, and no part of this Agreement should be construed against any party on the basis of authorship.

(c) Forum for Dispute Resolution. If any dispute arises among the parties concerning the interpretation or performance of any portion of this Agreement which the parties are unable to resolve themselves, and any party brings an action against any other party seeking a declaratory order, specific performance, damages, or any other legal or equitable relief based on this Agreement, the parties agree that the forum for any such action shall be an appropriate federal or state court in Texas having jurisdiction, agree that venue will be proper in such courts, and waive any objections based on inconvenience of the forum, and further agree that the prevailing party in any such action, as determined by the court, shall be awarded its reasonable attorneys' fees and costs in addition to any relief or judgment the court awards.

(d) Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties with respect to the subject matter contained herein and supersedes any previous oral or written communications, representations, understandings or agreements with respect thereto. The terms of this Agreement may be modified only in a writing, signed by authorized representatives of both parties.

(e) Assignability. This Agreement will be binding upon the parties' respective successors and permitted assigns. Neither party may assign this Agreement and/or any of its rights and/or obligations hereunder without the prior written consent of the other party, and any such attempted assignment will be void; provided, however, that PDC may assign this Agreement to PEC or to a subsidiary of PEC without the prior written consent of T. Reynolds and provided further that a transfer by PDC as a result of a merger or sale of all or substantially all of the assets of PDC with or to a third party that assumes PDC's obligations hereunder by operation of law or otherwise shall not constitute a prohibited assignment under this Section 7(e).

(f) Waiver. A waiver of a breach or default under this Agreement will not constitute a waiver of any other breach or default. Failure or delay by either party to enforce compliance with any term or condition of this Agreement will not constitute a waiver of such term or condition.

(g) Severability. If any provision of this Agreement is declared to be invalid, the parties agree that such invalidity will not affect the validity of the remaining provisions of this Agreement, and further agree, to the extent possible, to substitute for the invalid provision a valid provision that approximates the intent and economic effect of the invalid provision as closely as possible.

EXH A(III) - 4


(h) Headings. The titles of the Sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

(i) Notice. Any notice, request, consent, demand or other communication required to be given under this Agreement will be in writing and will be given personally, by facsimile or by mailing the same, first-class, postage prepaid to the appropriate address and facsimile number set forth below or to such other person or at such other address as may hereafter be designated by like notice. Notices by mail will be considered delivered and become effective three days after the mailing thereof. All notices by facsimile will be considered delivered and become effective immediately upon the confirmed (by answer back or other tangible printed verification or successful receipt) sending thereof.

To PDC:

Patterson Drilling Company
4510 Lamesa Highway
P.O. Drawer 1410
Snyder, Texas 79550

Facsimile:  (915) 573-0281
Attention:   A. Glenn Patterson
             President and Chief Operating Officer

To T. Reynolds:

Terry Pat Reynolds
515 Spring Street
Shreveport, Louisiana 71101
Facsimile: (318) 227-0171

with copies to:

Ernest Nix, Esq.

Davidson, Nix & Jones
Professional Law Corporation
509 Market Street, Suite 800
Shreveport, Louisiana 71101
Facsimile: (318) 226-0168

8. Counterparts. This Agreement may be executed in counterparts and by the parties hereto in separate counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

EXH A(III) - 5


IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed by their respective representatives as of the day and year first above written.

"PDC"

PATTERSON DRILLING COMPANY

By:

James C. Brown Vice President-Finance

"T. Reynolds"


Terry Pat Reynolds

EXH A(III) - 6


EXHIBIT A(IV)

PATTERSON DRILLING COMPANY

NON-COMPETITION AGREEMENT

THIS NON-COMPETITION AGREEMENT is made and entered into this _____ day of November, 1997 (this "Agreement"), by and between PATTERSON DRILLING COMPANY, a Delaware corporation ("PDC"), and REYNOLDS DRILLING CO., INC., a Louisiana corporation ("RDC").

RECITALS:

A. Simultaneously with the execution of this Agreement, PDC has entered into that certain Asset Purchase Agreement, dated of even date herewith (the "Asset Purchase Agreement"), between PDC and CIRCLE R DRILLING, LTD. 1981-A ("Circle R"), providing for, among other things, the purchase by PDC of the drilling rig and related equipment, rolling stock and office equipment owned by Circle R.

B. RDC is the majority stockholder of CRD.

C. The execution and delivery of this Agreement is a condition to the consummation of the Asset Purchase contemplated by the Asset Purchase Agreement, and the parties are entering into this Agreement in order to fulfill such condition.

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

1. Period of Agreement.

The period of this Agreement shall commence on the date hereof and remain in effect through November 1, 2000 (the "Non-Compete Period").

2. Covenant Not to Compete.

(a) RDC covenants and agrees that during the Non-Compete Period, RDC shall not, without the prior written consent of PDC, directly or indirectly, and whether as a principal or as an agent, officer, director, employee, consultant, or otherwise, alone or in association with any other person, carry on, be engaged, concerned, or take part in, render services to, or otherwise assist, or own, share in the earnings of, or invest in the stock, bonds, or other securities of, any person which is engaged in providing contract drilling rig services to the oil and gas industry within Texas Railroad Commission Districts 1, 2, 3, 4, 5, and 6 of the State of Texas (the "Competitive Business");

EXH A(IV) - 1


provided, however, that RDC may (i) invest and/or engage in any business that routinely provides third-party services (as such term is commonly used in the contract oil and gas well drilling business) to a Competitive Business, but is not engaged in the actual conduct of a Competitive Business, or (ii) invest in stock, bonds, or other securities of any Competitive Business (but without otherwise participating in the Competitive Business) if: (A) such stock, bonds, or other securities are listed on any national securities exchange or are registered under Section 12(g) of the Securities Exchange Act of 1934, as amended; (B) the investment does not exceed, in the case of any class of capital stock of any one issuer, two percent (2%) of the issued and outstanding shares, or, in the case of bonds or other securities of any one issuer, two percent (2%) of the aggregate principal amount thereof issued and outstanding; and (C) such investment would not prevent, directly or indirectly, the transaction of business by PDC or any affiliate of PDC with any state, district, territory, or possession of the United States or any governmental subdivision, agency, or instrumentality thereof by virtue of any statute, law, regulation or administrative practice. The period of time during which RDC is prohibited from engaging in certain activities by this Section shall be extended by the length of time during which RDC is in breach of the terms of this Section.

(b) It is understood by and between the parties hereto that the foregoing covenant by RDC not to enter into competition with PDC as set forth in Section 2(a) hereof is an essential element of this Agreement and the Asset Purchase Agreement and that, but for the agreement of RDC to comply with such covenant, PDC would not have agreed to enter into this Agreement or the Asset Purchase Agreement. PDC and RDC have independently consulted with their respective counsel and have been advised in all respects concerning the reasonableness and propriety of such covenant, with specific regard to the nature of the business conducted by PDC and its affiliates. RDC agrees that such covenant is reasonable in scope, geographic area, and duration, and that compliance with such covenant would not impose economic or professional hardship on RDC.

3. Restrictions on Soliciting Business of PDC.

RDC further covenants and agrees that during the Non-Compete Period, RDC will not, either for himself or for any other person or entity, directly or indirectly, engage in any of the following activities in a Competitive Business without the express prior written consent of PDC:

(a) Solicit or hire any of the employees of PDC or solicit or take away any of PDC's customers, lessors, or suppliers or attempt any of the foregoing; or

(b) Engage in any act which would interfere with or harm any business relationship PDC has with any employee or (with respect to PDC's contract oil and gas well drilling business) with any customer, lessor, principal or supplier.

4. Specific Performance.

Without intending to limit the remedies available to PDC, RDC acknowledges that PDC will have no adequate remedies at law if RDC violates the terms of Section 2 or 3, hereof. In

EXH A(IV) - 2


such event, RDC agrees that PDC shall have the right, in addition to any other rights it may have, to obtain in any court of competent jurisdiction specific performance of such Sections of this Agreement or injunctive relief to restrain any breach or threatened breach thereof. Nothing herein shall be construed as prohibiting PDC from pursuing any other remedies available to PDC (whether at law or in equity) for such breach or threatened breach, including, without limitation, the recovery of monetary damages from RDC.

The provisions of this Section 4 shall survive the expiration, termination or cancellation of this Agreement.

5. Attorneys Fees and Costs.

If an action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys fees, costs and necessary expenses in addition to any other relief to which that party may be entitled. This provision is applicable to this entire Agreement.

6. Representations and Warranties of PDC and RDC.

(a) Representations and Warranties of PDC. PDC hereby represents and warrants to RDC that: (i) it has all requisite power to enter into and perform its obligations under this Agreement; (ii) this Agreement has been duly and validly authorized by all necessary corporate action on the part of PDC;
(iii) the execution of this Agreement by PDC and performance of PDC's obligations hereunder do not require the consent or approval of any other party; and (iv) this Agreement is a valid and binding obligation of PDC.

(b) Representations and Warranties of RDC. RDC hereby represents and warrants to PDC that: (i) RDC has the capacity and power to enter into and perform obligations of RDC under this Agreement; (ii) RDC has duly and validly executed this Agreement; (iii) the execution of this Agreement and performance of obligations of RDC hereunder do not require the consent or approval of any other party; and (iv) this Agreement constitutes a valid and binding obligation of RDC.

7. General Provisions.

(a) Compliance with Laws. The parties agree that they will comply with all applicable laws and regulations of government bodies or agencies in their respective performance of their obligations under this Agreement.

(b) Governing Law and Construction. This Agreement will be governed by and construed in accordance with the laws of the State of Louisiana without reference to its conflict-of-laws principles. This Agreement's final form resulted from review and negotiations among the parties and their attorneys, and no part of this Agreement should be construed against any party on the basis of authorship.

EXH A(IV) - 3


(c) Forum for Dispute Resolution. If any dispute arises among the parties concerning the interpretation or performance of any portion of this Agreement which the parties are unable to resolve themselves, and any party brings an action against any other party seeking a declaratory order, specific performance, damages, or any other legal or equitable relief based on this Agreement, the parties agree that the forum for any such action shall be an appropriate federal or state court in Texas having jurisdiction, agree that venue will be proper in such courts, and waive any objections based on inconvenience of the forum, and further agree that the prevailing party in any such action, as determined by the court, shall be awarded its reasonable attorneys' fees and costs in addition to any relief or judgment the court awards.

(d) Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties with respect to the subject matter contained herein and supersedes any previous oral or written communications, representations, understandings or agreements with respect thereto. The terms of this Agreement may be modified only in a writing, signed by authorized representatives of both parties.

(e) Assignability. This Agreement will be binding upon the parties' respective successors and permitted assigns. Neither party may assign this Agreement and/or any of its rights and/or obligations hereunder without the prior written consent of the other party, and any such attempted assignment will be void; provided, however, that PDC may assign this Agreement to PEC or to a subsidiary of PEC without the prior written consent of RDC and provided further that a transfer by PDC as a result of a merger or sale of all or substantially all of the assets of PDC with or to a third party that assumes PDC's obligations hereunder by operation of law or otherwise shall not constitute a prohibited assignment under this Section 7(e).

(f) Waiver. A waiver of a breach or default under this Agreement will not constitute a waiver of any other breach or default. Failure or delay by either party to enforce compliance with any term or condition of this Agreement will not constitute a waiver of such term or condition.

(g) Severability. If any provision of this Agreement is declared to be invalid, the parties agree that such invalidity will not affect the validity of the remaining provisions of this Agreement, and further agree, to the extent possible, to substitute for the invalid provision a valid provision that approximates the intent and economic effect of the invalid provision as closely as possible.

(h) Headings. The titles of the Sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

(i) Notice. Any notice, request, consent, demand or other communication required to be given under this Agreement will be in writing and will be given personally, by facsimile or by mailing the same, first-class, postage prepaid to the appropriate address and facsimile number set forth below or to such other person or at such other address as may hereafter be designated by like notice.

EXH A(IV) - 4


Notices by mail will be considered delivered and become effective three days after the mailing thereof. All notices by facsimile will be considered delivered and become effective immediately upon the confirmed (by answer back or other tangible printed verification or successful receipt) sending thereof.

To PDC:

Patterson Drilling Company
4510 Lamesa Highway
P.O. Drawer 1410
Snyder, Texas 79550
Facsimile: (915) 573-0281
Attention: A. Glenn Patterson
President and Chief Operating Officer

To RDC:

Reynolds Drilling Co., Inc.
Terry Pat Reynolds
515 Spring Street
Shreveport, Louisiana 71101
Facsimile: (318) 227-0171

with copies to:

Ernest Nix, Esq.

Davidson, Nix & Jones
Professional Law Corporation
509 Market Street, Suite 800
Shreveport, Louisiana 71101
Facsimile: (318) 226-0168

8. Counterparts. This Agreement may be executed in counterparts and by the parties hereto in separate counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

EXH A(IV) - 5


IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed by their respective representatives as of the day and year first above written.

"PDC"

PATTERSON DRILLING COMPANY

By:

James C. Brown Vice President-Finance

"RDC"

REYNOLDS DRILLING CO., INC.

By:

Terry Pat Reynolds Vice President

EXH A(IV) - 6


EXHIBIT B

BILL OF SALE AND ASSIGNMENT

KNOW ALL MEN BY THESE PRESENTS, that, pursuant to that certain Asset Purchase Agreement, dated of even date herewith ("Asset Purchase Agreement") between PATTERSON DRILLING COMPANY ("PDC"), a Delaware corporation, and CIRCLE R DRILLING, LTD. 1981-A ("Circle R"), a Louisiana limited partnership (Circle R is referred to herein as the "Assignor"), the Assignor, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby grants, bargains, sells, conveys and transfers unto PDC (the "Assignee"), all of the Assignor's right, title and interest in and to the Drilling Rig and Equipment (as defined in the Asset Purchase Agreement) set forth in Appendix I attached hereto and incorporated herein by this reference.

TO HAVE AND TO HOLD the same unto the Assignee and the Assignee's successors and assigns forever. The Assignor hereby covenants and agrees that it has the full right, power and authority to sell, convey and transfer the foregoing property to the Assignee pursuant to this Bill of Sale and Assignment.

CIRCLE R MAKES THIS ASSIGNMENT AND BILL OF SALE WITHOUT ANY REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE EXCEPT AS MAY BE SPECIFICALLY CONTAINED HEREIN OR IN THE ASSET PURCHASE AGREEMENT. AS EXAMPLES AND FOR THE AVOIDANCE OF DOUBT, BUT WITHOUT LIMITATION OF THE FOREGOING, THE DRILLING RIG AND EQUIPMENT SHALL BE CONVEYED PURSUANT HERETO WITHOUT ANY WARRANTY OR REPRESENTATION WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE (OTHER THAN, AND WITHOUT LIMITING IN ANY MANNER OR TO ANY EXTENT, THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THE ASSET PURCHASE AGREEMENT), WITH RESPECT TO THE QUALITY, CONDITION, WEIGHT, SERVICEABILITY, CONFORMITY TO SAMPLES OF MODELS OR ANY OTHER ASPECT OF ANY PART, COMPONENT OR PORTION OF THE DRILLING RIG AND EQUIPMENT, ALL OF WHICH IS CONVEYED TO PDC AS IS, WHERE IS, AND WITH ALL FAULTS AND DEFECTS AND IN ITS PRESENT CONDITION AND STATE OF REPAIR AND WITHOUT ANY WARRANTIES WHATSOEVER OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY. PDC ACKNOWLEDGES THAT THIS WAIVER IS CONSPICUOUS.

EXH B - 1


IN WITNESS WHEREOF, the Assignor has caused this Bill of Sale and Assignment to be duly executed by its duly authorized officer as of the ____ day of November, 1997.

CIRCLE R DRILLING, LTD. 1981-A
Its General Partner

By: CIRCLE R DRILLING, INC.
Its General Partner

By:

Terry Pat Reynolds Vice President

EXH B - 2


APPENDIX I
TO
BILL OF SALE AND ASSIGNMENT
FROM
CIRCLE R DRILLING, LTD. 1981-A
TO
PATTERSON DRILLING COMPANY
(List of Assets Assigned)

A. Drilling Rig and Equipment

The Drilling Rig and Equipment includes the drilling rig, parts and related equipment, including engines, mud pumps, hooks and blocks, derrick, substructure, rotary tables, blow-out prevention equipment, drill bits and all tubular goods on the rig, all of which are listed below, less the parts and related equipment sold or disposed of since August 26, 1997, and plus the parts and related equipment acquired by Circle R since August 26, 1997, in each case in the ordinary course of business, consistent with past practice.


DRAWWORKS

Superior 1000-M Single Drum Drawworks, 1000 HP, LEBUS Grooved f/1 1/4" Line, Makeup & Breakout Catheads, Overrunning Clutch, Air Driller's Console Controls, Crown-O-Matic

COMPOUND

SUPERIOR 3-Engine In-Line Compound w/Single-Pedestal Pump Drive, GARDNER-DENVER 2-Stage A/C Belt Drive

BRAKE

(2) PARMAC V-80 Single Hydromatic Brakes

ENGINES

(3)CAT D-353E TA Diesel Engines, S/Ns-46BO9128 & N/A, Each
w/Air Starter, Radiator, Gauges, NATIONAL C- 245-80 Torque
Converter; (1) CAT D-353ETA Diesel Engine, S/N 046B07814
located at Darr Equipment Company, Waco, Texas

EXH B - 3


MAST

DRECO 136'H x 22'W Cantilever Mast, 600,000# Static Hook Load, Pin-Type, Crown Block w/(5) Sheaves, Fastline Sheave, 4" Standpipe, Crown Safety Platform, Racking Board, Tong Counterweights, Ladder, Derrick Climber, Mast Stand, Standpipe Manifold w/4" & 2" Gate Valves, OTECO 5000 PSI Pressure Gauge

SUBSTRUCTURE

DRECO 18'6"H x 27'W x 50'L Slingshot Substructure w/Rotary Beams, V-Door Ramp, (4) Stairs, Safety Rails, Deadline Anchor, Air Volume Tank, Hydraulic Reservoir, (2) LANTEC Air Winches

PUMP

GARDNER-DENVER PZ-9 Triplex Mud Pump, 1000 HP, Forged Steel Fluid End w/Quick-Change Caps, HYDRIL K-20- 1 0000 Pulsation Dampener, Rod Cooling Pump, DEMCO 4" & OTECO 2" Gate Valves, Drive Assembly, Compound- Driven

PUMP

WILSON 600 Duplex Mud Pump, 600 HP, 7 1/2" x 14", MATTCO Cast Steel Fluid End w/Quick-Change Caps, CONTINENTAL EMSCO Pulsation Dampener, OTECO 2" Shear Relief Valve, Rod Cooling Pump, OTECO 4" & DEMCO 2" Gate Valves, Drive Assembly, Master Skidded w/Engine

PUMP POWER

                 CAT D-379 TA Diesel Engine, S/N-68BO7069, w/Air Starter,
                 Radiator, Gauges, Torque Converter

ROTATING EQUIPMENT

HACKER 27 1/2" x 44 1/2" Rotary Table w/Split Master Bushing

GARDNER-DENVER 300-Ton Swivel

VARCO Kelly Drive Bushing, Square Drive

Lower Kelly Valve

Inside BOP

EXH B - 4


TRAVELING EQUIPMENT

GARDNER-DENVER 300-Ton Block/Hook Combination w/(5) 60" Sheaves, 1 1/4" Line, BJ 6150 Unimatic Hook

2 1/2" x 102" Elevator Links

WELL CONTROL EQUIPMENT

HYDRIL GK-10-5000 5000 PSI Annular Blowout Preventer

HYDRIL WP 11" 5000 PSI Double Blowout w/Pipe & Blind Rams

24"H x 11"ID Drilling Spool w/4-1/16" Outlets, (2) DEMCO 3-1/16" 5000 PSI & (2) DEMCO 2-1/16" 3000 PSI Gate Valves

24"H x 11"D 5000 PSI Spacer Spool

KOOMEY T20120 5-Station 120-Gallon Closing Unit, S/N-1 550601,
(12) 10-Gallon Accumulator Bottles, Triplex Charging Pump p/b
25 HP Electric Motor, (1) Air-Actuated Hydraulic Charging Pump

SHAFFER 5-Station Remote Closing Unit, Mounted on Console

5000 PSI Blowout Preventer Choke Manifold, 5-Way Cross w/(2) DEMCO 3-1/16" 5000 PSI & (2) 2-1/16" 3000 PSI Gate Valves, Buffer Chamber, Mounted on Adjustable-Height Skid

RIG HOUSES

8'W x 30'L Triaxle Toolpusher's Trailer, Fully Furnished

10'W x 24'L Doghouse w/4'L Porch Extension, Round Top, Knowledge Box, Lockers, Bench Storage, Cabinets, Parts Bins, Fluorescent Lights, Heater, Skidded

10'W x 38'L Parts/Change House w/Round-Top, Lockers, Bench Storage, Cabinets, Parts Bins, Workbenches, Fluorescent Lights, Heater, Skidded

GENERATORS/UTILITY HOUSE

CAT SR-4 320 KW AC Generator Set, SIN-5LA01675, p/b CAT 3412 DITA Diesel

Engine, S/N-38509492, w/Air Starter, Radiator, Gauges, Skidded

EXH B - 5


502FDR 320 KW AC Generator Set, S/N-PJ3156691, p/b CAT 3412
DITA Diesel Engine w/Air Starter, Radiator, Gauges, Skidded

QUINCY 350 Air Compressor p/b LISTER 2-Cylinder Air-Cooled
Diesel Engine, SN-US11078ST2A3110, w/Manual & Electric
Starter, Air Volume Tank

QUINCY 520 Air Compressor p/b 10 HP Electric Motor

SQUARE D Electrical Control Panel w/Switchboard

All Above Mounted in 10'W x 38'L Utility House w/Round Top, Fluorescent Lights, Heater, Skidded

MUD SYSTEM

10'W x 7H x 36'L Mud Suction Tank w/10'L Covered Porch Extension, (2) Compartments, Round Bottom, Internal Plumbing,
(3) DEMCO 6" x 8" Centrifugal Pumps, Each p/b 50 HP Electric Motor, (2) 7 1/2 HP Mud Agitators, Each p/b Electric Motor, Mud Hopper, Top-Mounted Walkways, Stairs, Safety Rails, Skidded

10'W x 7'H x 40'L Mud Shaker Tank w/(2) 4'L Covered Porch Extensions, (3) Compartments, Round Bottom, Internal Plumbing,
(2) DEMCO 6" x 8" Centrifugal Pumps, Each p/b 50 HP Electric Motor, (2) 7 1/2 HP Mud Agitators, Each p/b Electric Motor, Top-Mounted, Walkways, Stairs, Safety Rails, Skidded

FLUID SYSTEMS High Speed Linear Screen Vibrating Shale Shaker p/b 5 HP Electric Motor

DEMCO Desander w/12" Cone

DEMCO Desilter w/(1) 6" Cones

WATER/FUEL TANKS

10'Dia x 30'L Water Tank, Skidded

10'W x 8'H x 30'L Fuel Tank, Skidded w/Fuel Pump & Filter p/b
(2) 1 HP Electric Motors, Mounted on Stand

7'10"W x 3'H x 5'L 3-Compartment Lubester

EXH B - 6


HANDLING TOOLS

INGERSOLL-RAND Pneumatic Pipe Spinner

BJ Type B Rotary Tongs w/Extra Heads

BJ 3 3/8" BN to 5 1/2" BN 250-Ton Center Latch Pipe Elevators

BJ Type A 6 3/4" SS 250-Ton Center Latch Drill Collar Elevators

WOOLLEY DU Long 4 1/2" Drill Pipe Slips

8" Drill Collar Slips

6 1/4" Drill Collar Slips

Approximately (1) Drill Collar Lift Subs

INGERSOLL-RAND HUL-RO 9000 PSI Capacity Air Hoist,

S/N-RSH11417

Mud Bucket

AUXILIARY EQUIPMENT

MARTIN DECKER E 600,000# Capacity Weight Indicator w/Pump Pressure, Tong Line Pull & RPM Gauges, Console-Mounted

3 1/2"ID x 55'L Rotary Hose

(2)6"ID x 5'L & 8'L Suction Hoses w/Pipe

(2) 3 1/2"ID x 10'L Vibrator Hoses

42"H x 5'W x 60'L 2-Section Catwalk w/Steel Deck Steps

60"H x 8"W x 25'L Junk Box w/15'L Covered Porch f/Closing Unit

MATHEY RET Hydraulic/Electric Wireline Measuring Device,

S/N-633, w/.092" Measuring Line

Rathole & Mousehole

Fluorescent Rig Lights w/Wiring

Approximately 6000' of 1 1/4" Drill Line w/Spool Stand

EXH B - 7


BEAR Automatic Driller

(4) Sets of 42"H x 28'L Triangular Pipe Rack

Miscellaneous Spare Parts, Hand Tools, Valves, Fire Extinguishers, Etc.

DRILL PIPE

12,000' (400 Joints) 4 1/2", Grade E, 16.60#, Range 2 Drill Pipe w/4 1/2"XH, BN, HB Tool Joints, 5- 15/16" to 6"OD, PC

DRILL COLLARS

(24) 6 1/8"OD to 6 1/2"OD x 2"ID x 30'L Slick Drill Collars w/4 1/2"XH Connections, HB, Recessed

EXH B - 8

BROKERAGE PARTNERS