Exhibit 10.6
TERMINATION
AGREEMENT
This Termination Agreement (the
“Agreement”) is made and entered into as of
May 26, 2005, by and between Michael E. Little
(“Little”), Wm. Stacy Locke (“Locke”),
Pioneer Drilling Company (“Pioneer”) and WEDGE Energy
Services, L.L.C. (“WEDGE” and, collectively with Little
and Locke, the “Shareholders”).
WHEREAS, the Shareholders and
Pioneer are parties to the Voting Agreement dated as of
May 11, 2000 (the “Voting Agreement”);
WHEREAS, Pioneer and WEDGE are
parties to the Debenture Purchase Agreement dated as of
July 3, 2002, as amended by the First Amendment to Debenture
Agreement dated as of December 23, 2002 (the “Debenture
Purchase Agreement”);
WHEREAS, in March 2005, Pioneer
issued and sold 6,945,000 shares of its common stock and WEDGE and
Little, participating as selling shareholders, sold 6,945,000 and
600,000 shares of Pioneer common stock, respectively, pursuant to
an underwritten public offering (the “Offering”);
and
WHEREAS, as a result of the
Offering, WEDGE now beneficially owns less than 10% of the total
issued and outstanding shares of common stock of Pioneer on a fully
diluted basis calculated in accordance with the “treasury
method”;
NOW, THEREFORE, the parties hereto
hereby agree as follows:
ARTICLE I -
TERMINATION
1.1
Termination of Voting Agreement . The Vot
