##### 



Exhibit 4.1




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##### 



Cross-Reference Table 1
 Trust Indenture Act Section Indenture Section
 310
    
    (a)(1)
    
    7.10(a)(2)
    
    7.10(a)(3)
    
    N.A.(a)(4)
    
    N.A.(a)(5)
    
    N.A.(b)
    
    7.08,7.10(c)
    
    N.A.311
    
    (a)
    
    7.11(b)
    
    7.11(c)
    
    N.A.312
    
    (a)
    
    2.05(b)
    
    11.03(c)
    
    11.03313
    
    (a)
    
    7.06(b)(1)
    
    7.06(b)(2)
    
    7.06(c)
    
    7.06,11.02(d)
    
    7.06314
    
    (a)
    
    4.02(b)
    
    N.A.(c)(1)
    
    11.04(c)(2)
    
    11.04(c)(3)
    
    N.A.(d)
    
    N.A.(e)
    
    11.05(f)
    
    4.04315
    
    (a)
    
    7.01(b)(b)
    
    7.05(c)
    
    7.01(a)(d)
    
    7.01(c)(e)
    
    6.11316
    
    (a)(1)(A)
    
    6.05(a)(1)(B)
    
    6.04(a)(2)
    
    N.A.(b)
    
    6.07(c)
    
    1.05(e)317
    
    (a)(1)
    
    6.08(a)(2)
    
    6.09(b)
    
    2.04318
    
    (a)
    
    11.01
 
 N.A. means not applicable.1
    
    This Cross-Reference Table is not part of the Indenture. i




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##### 



TABLE OF CONTENTS
 ARTICLE 1Definitions and Incorporation by ReferenceSection 1.01
    
    Definitions
    
    
    1Section 1.02
    
    Other Definitions
    
    
    10Section 1.03
    
    Incorporation by Reference of Trust Indenture Act
    
    
    11Section 1.04
    
    Rules of Construction
    
    
    12Section 1.05
    
    Acts of Holders
    
    
    12ARTICLE 2The SecuritiesSection 2.01
    
    Form and Dating
    
    
    14Section 2.02
    
    Execution and Authentication
    
    
    14Section 2.03
    
    Registrar, Paying Agent, Bid Solicitation Agent and Conversion Agent
    
    
    15Section 2.04
    
    Paying Agent to Hold Money and Securities in Trust
    
    
    16Section 2.05
    
    Securityholder Lists
    
    
    16Section 2.06
    
    Transfer and Exchange
    
    
    16Section 2.07
    
    Replacement Securities
    
    
    17Section 2.08
    
    Outstanding Securities; Determinations of Holders Action
    
    
    18Section 2.09
    
    Temporary Securities
    
    
    19Section 2.10
    
    Cancellation
    
    
    19Section 2.11
    
    Persons Deemed Owners
    
    
    19Section 2.12
    
    CUSIP Numbers
    
    
    20Section 2.13
    
    Payment
    
    
    20ARTICLE 3Redemption and RepurchasesSection 3.01
    
    Optional Redemption upon a Specified Accounting Change; Make Whole Premium upon a Specified Accounting Change
    
    
    20Section 3.02
    
    Repurchase of Securities at Option of the Holder upon a Fundamental Change
    
    
    22Section 3.03
    
    Effect of Fundamental Change Repurchase Notice
    
    
    26Section 3.04
    
    Deposit of Fundamental Change Repurchase Price
    
    
    26Section 3.05
    
    Securities Purchased in Part
    
    
    27Section 3.06
    
    Covenant to Comply with Securities Laws upon Purchase of Securities
    
    
    27Section 3.07
    
    Repayment to the Company
    
    
    27ARTICLE 4CovenantsSection 4.01
    
    Payment of Securities
    
    
    27Section 4.02
    
    SEC and Other Reports
    
    
    28
 ii




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Section 4.03
    
    Compliance Certificate
    
    
    28Section 4.04
    
    Further Instruments and Acts
    
    
    28Section 4.05
    
    Maintenance of Office or Agency
    
    
    28ARTICLE 5Successor CompanySection 5.01
    
    When Company May Merge or Transfer Assets
    
    
    29ARTICLE 6Defaults and RemediesSection 6.01
    
    Events of Default
    
    
    30Section 6.02
    
    Acceleration
    
    
    32Section 6.03
    
    Other Remedies
    
    
    33Section 6.04
    
    Waiver of Past Defaults
    
    
    33Section 6.05
    
    Control by Majority
    
    
    33Section 6.06
    
    Limitation on Suits
    
    
    34Section 6.07
    
    Rights of Holders to Receive Payment
    
    
    34Section 6.08
    
    Collection Suit by Trustee
    
    
    34Section 6.09
    
    Trustee May File Proofs of Claim
    
    
    34Section 6.10
    
    Priorities
    
    
    35Section 6.11
    
    Undertaking for Costs
    
    
    36Section 6.12
    
    Waiver of Stay, Extension or Usury Laws
    
    
    36ARTICLE 7TrusteeSection 7.01
    
    Duties of Trustee
    
    
    36Section 7.02
    
    Rights of Trustee
    
    
    38Section 7.03
    
    Individual Rights of Trustee
    
    
    39Section 7.04
    
    Trustee's Disclaimer
    
    
    40Section 7.05
    
    Notice of Defaults
    
    
    40Section 7.06
    
    Reports by Trustee to Holders
    
    
    40Section 7.07
    
    Compensation and Indemnity
    
    
    40Section 7.08
    
    Replacement of Trustee
    
    
    41Section 7.09
    
    Successor Trustee by Merger
    
    
    43Section 7.10
    
    Eligibility; Disqualification
    
    
    43Section 7.11
    
    Preferential Collection of Claims Against Company
    
    
    43ARTICLE 8Discharge of IndentureSection 8.01
    
    Discharge of Liability on Securities
    
    
    43Section 8.02
    
    Repayment to the Company
    
    
    43Section 8.03
    
    Application of Trust Money
    
    
    44
 iii




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##### 



ARTICLE 9AmendmentsSection 9.01
    
    Without Consent of Holders
    
    
    44Section 9.02
    
    With Consent of Holders
    
    
    45Section 9.03
    
    Compliance With Trust Indenture Act
    
    
    46Section 9.04
    
    Revocation and Effect of Consents, Waivers and Actions
    
    
    47Section 9.05
    
    Notice of Amendments, Notation on or Exchange of Securities
    
    
    47Section 9.06
    
    Trustee to Sign Supplemental Indentures
    
    
    47Section 9.07
    
    Effect of Supplemental Indentures
    
    
    47ARTICLE 10ConversionsSection 10.01
    
    Conversion Privilege
    
    
    47Section 10.02
    
    Conversion Procedure; Applicable Conversion Rate; Fractional Shares
    
    
    51Section 10.03
    
    Payment upon Conversion
    
    
    53Section 10.04
    
    Adjustment of Applicable Conversion Rate
    
    
    54Section 10.05
    
    Reserved
    
    
    62Section 10.06
    
    Effect of Reclassification, Consolidation, Merger or Sale
    
    
    63Section 10.07
    
    Taxes on Shares Issued
    
    
    64Section 10.08
    
    Reservation of Shares, Shares to Be Fully Paid; Compliance with Governmental Requirements
    
    
    65Section 10.09
    
    Responsibility of Trustee
    
    
    65ARTICLE 11Subsidiary GuaranteesSection 11.01
    
    Subsidiary Guarantee
    
    
    66Section 11.02
    
    Subordination on Guarantor Liability
    
    
    67Section 11.03
    
    Guarantors May Consolidate, etc., on Certain Terms
    
    
    67Section 11.04
    
    Releases of Subsidiary Guarantee
    
    
    68Section 11.05
    
    Additional Subsidiary Guarantees
    
    
    68ARTICLE 12MiscellaneousSection 12.01
    
    Trust Indenture Act Controls
    
    
    69Section 12.02
    
    Notices
    
    
    69Section 12.03
    
    Communication by Holders with Other Holders
    
    
    70Section 12.04
    
    Certificate and Opinion as to Conditions Precedent
    
    
    70Section 12.05
    
    Statements Required in Certificate or Opinion
    
    
    70Section 12.06
    
    Separability Clause
    
    
    71Section 12.07
    
    Rules by Trustee, Paying Agent, Conversion Agent and Registrar
    
    
    71Section 12.08
    
    Legal Holidays
    
    
    71Section 12.09
    
    Governing Law
    
    
    71Section 12.10
    
    No Recourse Against Others
    
    
    71
 iv




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##### 



Section 12.11
    
    Successors
    
    
    72Section 12.12
    
    Multiple Originals
    
    
    72EXHIBIT A
    
    Form of Global SecurityEXHIBIT B
    
    Form of Certificated SecurityEXHIBIT C
    
    Notice of Occurrence of Fundamental ChangeSCHEDULE I Number of Additional Shares
 v




---



##### 



Company Guarantors Trustee
  ARTICLE 1
 Definitions.
 Affiliate
 Applicable Conversion Price
 Applicable Procedures
 Bid Solicitation Agent
 Board of Directors
 Board Resolution




---



##### 



Business Day
 Capital Stock
 cash
 Cash Settlement Averaging Period
 Certificated Securities Exhibit B
 close of business
 Closing Sale Price
 Code
 2




---



##### 



Common Stock 2/3
 Company Company
 Company Notice
 Company Request Company Order
 Continuing Director
 Conversion Settlement Date
 3




---



##### 



Corporate Trust Office th
 Daily Conversion Value
 Daily VWAP
 Default
 Depositary
 DTC
 Ex-Dividend Date
 Exchange Act
 Fair Market Value fair market value
 4




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##### 



Fundamental Change
         5




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##### 



Global Securities Exhibit A
 Guarantors 5 8
 Holder Securityholder
 Indenture
 Interest
 Interest Payment Date
 Interest Record Date
 Issue Date
 Market Disruption Event
 Officer
 6




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##### 



Officers Certificate
 opening of business
 Opinion of Counsel
 Person
 Physical Settlement Election
 Physical Settlement Election Date
 Physical Settlement Election Notice
 Prospectus
 Public Acquirer Change in Control Public Acquirer Common Stock
 7




---



##### 



Public Acquirer Common Stock
 Record Date
 Responsible Officer
 Scheduled Trading Day
 SEC
 Securities Act
 Security
 Securityholder Holder
 Significant Subsidiary
 Specified Accounting Change
 8




---



##### 



Stated Maturity
 Stock Price
 Subsidiary
 Subsidiary Guarantee
 Termination of Trading
 TIA provided however
 Trading Day provided
 9




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##### 



Trading Price provided provided further
 Trustee
 Underwriting Agreement
 Voting Stock
 Other Definitions.
 Terms:
    
    Defined in Section:Act
    
    1.05(a)Additional Interest
    
    6.01(k)Additional Shares
    
    10.01(c)Applicable Conversion Rate
    
    10.02(a)
 10




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##### 



Terms:
    
    Defined in Section:Average Price
    
    3.01(e)Bankruptcy Law
    
    6.01(h)Conversion Agent
    
    2.03Conversion Date
    
    10.02(d)Conversion Notice
    
    10.02(c)Conversion Obligation
    
    10.03(a)Daily Excess Amount
    
    10.03(a)(i)(B)Daily Settlement Amount
    
    10.03(a)(i)effective date
    
    10.01(c)Event of Default
    
    6.01Exchange Property
    
    10.06(a)Fiscal Quarter
    
    10.01(a)(1)Fundamental Change Repurchase Date
    
    3.02(a)Fundamental Change Repurchase Notice
    
    3.02(c)Fundamental Change Repurchase Price
    
    3.02(a)Indemnitees
    
    7.07(c)legal holiday
    
    12.08Losses
    
    7.07(c)Measurement Period
    
    10.01(a)(2)Notice of Default
    
    6.01Paying Agent
    
    2.03Registrar
    
    2.03Settlement Amount
    
    10.03(a)Settlement Shares
    
    10.03(b)Specified Accounting Change
Redemption Date
    
    3.01(b)Specified Accounting Change
Redemption Notice
    
    3.01(b)Specified Accounting Change
Redemption Price
    
    3.01(a)Spin Off
    
    10.04(c)successor company
    
    5.01(a)Trigger Event
    
    10.04(c)
 Incorporation by Reference of Trust Indenture Act
 Commission
 indenture securities
 11




---



##### 



indenture security holder
 indenture to be qualified
 indenture trustee institutional trustee
 obligor
  Rules of Construction
       Acts of Holders Act
 12




---



##### 



provided
 13




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##### 



ARTICLE 2
 Form and Dating Exhibits A and B
    Exhibit A
 Exhibit B
 Execution and Authentication
 14




---



##### 



Registrar, Paying Agent, Bid Solicitation Agent and Conversion Agent Registrar Paying Agent Conversion Agent
  15




---



##### 



Paying Agent to Hold Money and Securities in Trust
 Securityholder Lists
 Transfer and Exchange
  16




---



##### 



Replacement Securities
  17




---



##### 



Outstanding Securities; Determinations of Holders Action provided however
    18




---



##### 



Temporary Securities
  Cancellation
 Persons Deemed Owners
 19




---



##### 



CUSIP Numbers provided
 Payment
 ARTICLE 3
 Optional Redemption upon a Specified Accounting Change; Make Whole Premium upon a
Specified Accounting Change Specified
Accounting Change Redemption Price
 Specified Accounting
Change Redemption Notice Specified Accounting Change Redemption Date
  20




---



##### 



provided
  21




---



##### 



Schedule I Average Price Schedule I
 Repurchase of Securities at Option of the Holder upon a Fundamental Change Fundamental Change Repurchase Price Fundamental Change Repurchase Date
 22




---



##### 



Exhibit
C
          23




---



##### 



provided however
 Fundamental Change Repurchase Notice
  24




---



##### 



provided however
     25




---



##### 



Effect of Fundamental Change Repurchase Notice
     Deposit of Fundamental Change Repurchase Price
 26




---



##### 



Securities Purchased in Part
 Covenant to Comply with Securities Laws upon Purchase of Securities
 Repayment to the Company
 ARTICLE 4
 Payment of Securities
 27




---



##### 



SEC and Other Reports provided however
 Compliance Certificate
  Further Instruments and Acts
 Maintenance of Office or Agency th
 28




---



##### 



provided however
 ARTICLE 5
 When Company May Merge or Transfer Assets
 successor company
     29




---



##### 



ARTICLE 6
 Events of Default Event of Default
       30




---



##### 



Bankruptcy Law
    31




---



##### 



Notice of
Default
 Additional Interest th th th th
 Acceleration
 32




---



##### 



Other Remedies
  Waiver of Past Defaults
 Control by Majority provided
 33




---



##### 



Limitation on Suits
      Rights of Holders to Receive Payment
 Collection Suit by Trustee
 Trustee May File Proofs of Claim
 34




---



##### 



Priorities
     35




---



##### 



Undertaking for Costs
 Waiver of Stay, Extension or Usury Laws
 ARTICLE 7
 Duties of Trustee
   36




---



##### 



37




---



##### 



Rights of Trustee
       38




---



##### 



Individual Rights of Trustee
 39




---



##### 



Trustees Disclaimer
 Notice of Defaults
 Reports by Trustee to Holders
  Compensation and Indemnity
  40




---



##### 



Indemnitees Losses provided
    Replacement of Trustee provided however
 41




---



##### 



42




---



##### 



Successor Trustee by Merger
 Eligibility; Disqualification
 Preferential Collection of Claims Against Company
 ARTICLE 8
 Discharge of Liability on Securities
 Repayment to the Company
  43




---



##### 



Application of Trust Money
 ARTICLE 9
 Without Consent of Holders
       44




---



##### 



provided
  Exhibit B
  provided however
  With Consent of Holders
   45




---



##### 



Compliance With Trust Indenture Act
 46




---



##### 



Revocation and Effect of Consents, Waivers and Actions
 Notice of Amendments, Notation on or Exchange of Securities
 Trustee to Sign Supplemental Indentures
 Effect of Supplemental Indentures
 ARTICLE 10
 Conversion Privilege
 47




---



##### 



Fiscal Quarter
 Measurement Period provided
     48




---



##### 



provided
  49




---



##### 



Additional Shares
 Schedule I provided effective date
 Schedule I
 50




---



##### 



Conversion Procedure; Applicable Conversion Rate; Fractional Shares th Applicable Conversion Rate
 51




---



##### 



Conversion Notice
   Conversion Date
  52




---



##### 



Payment upon Conversion Conversion Obligation Settlement Amount
 Daily Settlement Amount
 53




---



##### 



Daily Excess
Amount provided
  Settlement Shares provided
 Adjustment of Applicable Conversion Rate
  54




---



##### 



CR0
    
    =
    
    the Applicable Conversion Rate in effect
immediately prior to the Record Date of such
dividend or distribution, or the effective date of
such share split or share combination, as
applicable;CR1
    
    =
    
    the Applicable Conversion Rate in effect
immediately after such Record Date or effective
date of such share split or combination, as
applicable;OS0
    
    =
    
    the number of shares of Common Stock outstanding
immediately before such Record Date or effective
date; andOS1
    
    =
    
    the number of shares of Common Stock outstanding
immediately before such Record Date or effective
date, but after giving effect to such dividend,
distribution, share split or combination, as
applicable.
   
  55




---



##### 



CR0
    
    =
    
    the Applicable Conversion Rate in effect immediately prior to the Record
Date for such issuance;CR1
    
    =
    
    the Applicable Conversion Rate in effect immediately after such Record Date;OS0
    
    =
    
    the number of shares of Common Stock outstanding immediately before such
Record Date for such issuance;X
    
    =
    
    the total number of shares of Common Stock issuable pursuant to such
rights, warrants or options; andY
    
    =
    
    the number of shares of Common Stock equal to the quotient of (A) the
aggregate price payable to exercise such rights, warrants or options
divided by (B) the average of the Closing Sale Prices of Common Stock for
the 10 consecutive Trading Day period ending on the Trading Day immediately
preceding the ex-date of announcement of the issuance of such rights,
warrants or options.
   (i)
    
    dividends or distributions referred to in Section 10.04(a);(ii)
    
    rights, warrants or options referred to in Section 10.04(b);(iii)
    
    dividends or distributions paid exclusively in cash; and
 56




---



##### 



(iv)
    
    Spin-Offs (as defined below) to which the provisions set forth below in this
Section 10.04(c) shall apply;then the Conversion Rate will be adjusted based on the following formula:
 
  CR0
    
    =
    
    the Applicable Conversion Rate in effect
immediately prior to the Record Date for such
distribution;CR1
    
    =
    
    the Applicable Conversion Rate in effect
immediately after such Record Date for such
distribution;SP0
    
    =
    
    the average of the Closing Sale Prices of the
Common Stock over the 10 consecutive Trading Day
period ending on the Trading Day immediately
preceding the Ex-Dividend Date for such
distribution; andFMV
    
    =
    
    the Fair Market Value (as determined by the Board
of Directors of the Company) of the shares of
Capital Stock, evidences of indebtedness, assets
or property distributed with respect to each
outstanding share of the Common Stock on the
earlier of the Record Date or the Ex-Dividend Date
for such distribution.
  Spin-Off th
 
  CR0
    
    =
    
    the Applicable Conversion Rate in effect on the
10th Trading Day immediately
following, and including, the effective date of
the Spin-Off;CR1
    
    =
    
    the Applicable Conversion Rate in effect
immediately after the 10th Trading Day
immediately following, and including, the
effective date of the Spin-Off;
 57




---



##### 



FMV0
    
    =
    
    the average of the Closing Sale Prices of the
Capital Stock or similar equity interest
distributed to holders of Common Stock applicable
to one share of Common Stock over the first 10
consecutive Trading Day period after, and
including, the effective date of the Spin-Off;
andMP0
    
    =
    
    the average of the Closing Sale Prices of Common
Stock over the first 10 consecutive Trading Day
period after, and including the effective date of
the Spin-Off.
 th provided
  Trigger Event
 58




---



##### 



CR0
    
    =
    
    the Applicable Conversion Rate in effect
immediately prior to the Record Date for such
distribution;CR1
    
    =
    
    the Applicable Conversion Rate in effect
immediately after the Record Date for such
distribution;SP0
    
    =
    
    the Closing Sale Price of a share of Common Stock
on the Trading Day immediately preceding the
earlier of the Record Date and the day immediately
preceding the Ex-Dividend Date for such
distribution; andC
    
    =
    
    the amount in cash per share the Company
distributes to holders of Common Stock.
   59




---



##### 



th
 
  CR0
    
    =
    
    the Applicable Conversion Rate in effect on the
10th day immediately following, and
including, the date such tender or exchange offer
expires;CR1
    
    =
    
    the Applicable Conversion Rate in effect
immediately after the 10th Trading Day
immediately following, and including, the date the
tender or exchange offer expires;AC
    
    =
    
    the aggregate value of all cash and any other
consideration (as determined by the Board of
Directors) paid or payable for shares purchased in
such tender or exchange offer;OS0
    
    =
    
    the number of shares of Common Stock outstanding
on the Trading Day immediately prior to the date
such tender or exchange offer expires;OS1
    
    =
    
    the number of shares of Common Stock outstanding
on the Trading Day immediately after the date such
tender or exchange offer expires (after giving
effect to the purchase or exchange of shares
pursuant to such tender or exchange offer); andSP1
    
    =
    
    the average of the Closing Sale Prices of Common
Stock over the 10 consecutive Trading Day period
commencing on the Trading Day immediately after
the date such tender or exchange offer expires.
 th
  60




---



##### 



e.g.
     61




---



##### 



Reserved.
 62




---



##### 



Effect of Reclassification, Consolidation, Merger or Sale Exchange Property
  63




---



##### 



provided
    Taxes on Shares Issued
 64




---



##### 



Reservation of Shares, Shares to Be Fully Paid; Compliance with Governmental Requirements
    Responsibility of Trustee
 65




---



##### 



ARTICLE 11
  Subsidiary Guarantee
   66




---



##### 



Subordination on Guarantor Liability
 Guarantors May Consolidate, etc., on Certain Terms
    67




---



##### 



Releases of Subsidiary Guarantee 5 8
   Additional Subsidiary Guarantees New Guarantor 5 8
 68




---



##### 



ARTICLE 12
 Trust Indenture Act Controls
 Notices
  
  
  th
 
 69




---



##### 



provided however
  Communication by Holders with Other Holders
 Certificate and Opinion as to Conditions Precedent
   Statements Required in Certificate or Opinion
 70




---



##### 



Separability Clause
 Rules by Trustee, Paying Agent, Conversion Agent and Registrar
 Legal Holidays legal holiday
 Governing Law
 No Recourse Against Others
 71




---



##### 



Successors
 Multiple Originals
 72




---



##### 



Very truly yours,PARKER DRILLING COMPANYBy:
    
    /s/ W. Kirk BrassfieldName: W. Kirk BrassfieldTitle: Senior Vice President
and Chief Financial OfficerANACHORETA, INCCANADIAN RIG LEASING, INC.CHOCTAW INTERNATIONAL RIG CORP.CREEK
INTERNATIONAL RIG CORP.DGH,
INC.INDOCORP OF OKLAHOMA, INC.PARDRIL, INC.PARKER AVIATION, INC.PARKER DRILLEX, LLCPARKER DRILLING COMPANY
 EASTERN HEMISPHERE,
LTD.PARKER DRILLING COMPANY INTERNATIONAL LIMITEDPARKER DRILLING COMPANY LIMITED LLCPARKER DRILLING COMPANY
 NORTH AMERICA, INC.PARKER DRILLING COMPANY OF ARGENTINA, INC.PARKER DRILLING COMPANY OF BOLIVIA, INC.PARKER DRILLING COMPANY OF MEXICO, LLCPARKER DRILLING COMPANY OF NIGERPARKER DRILLING COMPANY OF 
OKLAHOMA, INCORPORATEDPARKER DRILLING COMPANY OF SOUTH AMERICA, INC.




---



##### 



PARKER DRILLING COMPANY
 EURASIA, INC.PARKER DRILLING OFFSHORE CORPORATIONPARKER DRILLING OFFSHORE USA, L.L.C.PARKER DRILLING PACIFIC RIM, INC.PARKER NORTH AMERICA
 OPERATIONS, INC.PARKER TECHNOLOGY, INC.PARKER TECHNOLOGY, L.L.C.PARKER TOOLS, LLCPARKER USA DRILLING COMPANYPARKER USA RESOURCES, LLCPARKER-VSE, INC.QUAIL USA, LLCSELECTIVE DRILLING CORPORATIONUNIVERSAL RIG SERVICE LLCBy:
    
    /s/ David W. TuckerName: David W. TuckerTitle: Vice President and Treasurer
 PARKER DRILLING (KAZAKSTAN), LLCBy: PD Dutch Holdings C.V., its sole memberBy: Parker 5272, LLC, its sole memberBy: PD International Holdings C.V., its sole memberBy: Parker Rigsource, LLC, its managing general partnerBy: Parker Drilling Pacific Rim, Inc., its sole member
 By:
    
    /s/ David W. TuckerName: David W. TuckerTitle: Vice President and Treasurer




---



##### 



PARKER DRILLING COMPANY INTERNATIONAL, LLCBy: PD Dutch Holdings C.V., its sole memberBy: Parker 5272, LLC, its sole memberBy: PD International Holdings C.V., its sole memberBy: Parker Rigsource, LLC, its managing general partnerBy: Parker Drilling Pacific Rim, Inc., its sole member
 By:
    
    /s/ David W. TuckerName: David W. TuckerTitle: Vice President and Treasurer
 PARKER DRILLING COMPANY OF NEW GUINEA, LLCBy: PD Selective Holdings C.V., its sole memberBy: Parker 3source, LLC, its general partnerBy: PD Offshore Holdings C.V., its sole memberBy: Parker Drillserv, LLC, its managing general partnerBy: Parker Drilling Eurasia, Inc., its sole member
 By:
    
    /s/ David W. TuckerName: David W. Tucker 
Title: Vice President and Treasurer
 PARKER DRILLING COMPANY OF SINGAPORE, LLCBy: PD Selective Holdings C.V., its sole memberBy: Parker 3source, LLC, its general partnerBy: PD Offshore Holdings C.V., its sole memberBy: Parker Drillserv, LLC, its managing general partnerBy: Parker Drilling Eurasia, Inc., its sole member
 By:
    
    /s/ David W. TuckerName: David W. TuckerTitle: Vice President and Treasurer




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##### 



PARKER DRILLING MANAGEMENT SERVICES, INC.By:
    /s/ David W. TuckerName:
    David W. TuckerTitle:
    President PARKER DRILLSERV,
LLC
PARKER DRILLTECH, LLC
PARKER RIGSOURCE, LLCBy:
    /s/ Steven L. CarmichaelName:
    Steven L. CarmichaelTitle:
    Vice President and Secretary PARKER INTEX, LLCBy:
    /s/ Steven P. GrangerName:
    Steven P. GrangerTitle:
    Vice President and Treasurer PARKER OFFSHORE RESOURCES, L.P.By: Parker Drilling Management Services,
Inc., its general partnerBy:

    /s/ David W. TuckerName: David W. Tucker 
Title: President
 PD MANAGEMENT RESOURCES, L.P.By: Parker Drilling Management Services,
Inc., its general partnerBy:

    /s/ David W. TuckerName: David W. Tucker 

Title: Vice President and
Treasurer




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##### 



QUAIL TOOLS, L.P.By:
    
    Quail USA, LLC, its general partnerBy:
    
    /s/ David W. TuckerName: David W. TuckerTitle: Vice President and
Treasurer
 THE BANK OF NEW YORK TRUST COMPANY, N.A., as TrusteeBy:
    /s/ Mauri CowenName:
    Mauri CowenTitle:
    Vice President




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A-1




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CUSIP: 701081AR2ISSUE DATE: July 5, 2007
    
    Principal Amount: $125,000,000No.
      A-2




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PARKER DRILLING COMPANYBy:Name: Ronald C. PotterTitle: Vice President, General Counsel
and Secretary
 A-3




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THE BANK OF NEW YORK TRUST COMPANY, N.A., as
TrusteeBy:Name:Title:Dated July___, 2007
 A-4




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Securities Company Indenture Guarantors Trustee TIA
 1. Interest
     A-5




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##### 



2. Method of Payment
  th
  3. Indenture
  4. Purchase By the Company at the Option of the Holder
  A-6




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##### 



5. Specified Accounting Change.
   6. Conversion
 A-7




---



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A-8




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##### 



7. Paying Agent, Conversion Agent, Bid Solicitation Agent and Registrar
  8. Denominations; Transfer; Exchange
  9. Persons Deemed Owners
  10. Unclaimed Money or Securities
  A-9




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##### 



11. Amendment; Waiver
 Exhibit B
 12. Defaults and Remedies
  A-10




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##### 



13. Trustee Dealings with the Company
  14. Calculations in Respect of Securities
  15. No Recourse Against Others
  16. Authentication
  17. Abbreviations
  A-11




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##### 



18. Governing Law
  19. Copy of Indenture
  
 A-12




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##### 



ASSIGNMENT FORM
    
    CONVERSION NOTICETo assign this Security, fill in the form below:
    
    To convert this Security, check the box oI or we assign and transfer this Security to



(Insert assignees soc. sec. or tax ID no.)




(Print or type assignees name, address and
zip code)
    
    To convert only part of this Security, state 
the principal amount to be converted 
(which must be $1,000 or an integral
multiple of $1,000):
If you want the stock certificate made out in another Persons name fill in the form below:and irrevocably appoint
    
    (Insert the other Persons
soc. sec. tax ID no.)agent to transfer this
Security on the books of the Company. The
agent may substitute another to act for
him.
    
    (Print or type other Persons
name, address and zip code)
 
 
   
 
 By:Authorized Signatory




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Amount of
    
    
    Amount of
    
    
    PrincipalIncrease in
    
    
    Decrease in
    
    
    Amount of
    
    
    Notation byPrincipal
    
    
    Principal
    
    
    Global Security
    
    
    Registrar orAmount of
    
    
    Amount of
    
    
    After Increase or
    
    
    SecurityDate
    
    Global Security
    
    
    Global Security
    
    
    Decrease
    
    
    Custodian




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B-1




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##### 



CUSIP: 701081AR2
ISSUE DATE: July 5, 2007
No.
    
    Principal Amount: $125,000,000
 
     B-2




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PARKER DRILLING COMPANYBy:Name:
    W. Kirk BrassfieldTitle:
    Senior Vice President
and 
Chief Financial Officer B-3




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THE BANK OF NEW YORK TRUST
COMPANY, 
N.A., as TrusteeBy:Name:Title:  B-4




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B-5




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2 3
 C-1




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C-2




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C-3




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##### 



Exhibit
4.1
 SCHEDULE I
  Stock Price
 EffectiveDate
    
    $10.45
    
    $12.00
    
    $13.85
    
    $15.00
    
    $17.50
    
    $20.00
    
    $25.00
    
    $30.00
    
    $35.00
    
    $40.00
    
    $50.00
    
    $60.00June 28, 2007
    
    
    23.4720
    
    
    
    17.6450
    
    
    
    12.9696
    
    
    
    10.8916
    
    
    
    7.7269
    
    
    
    5.6833
    
    
    
    3.3863
    
    
    
    2.1966
    
    
    
    1.5069
    
    
    
    1.0708
    
    
    
    0.5703
    
    
    
    0.3050July 15, 2008
    
    
    23.4720
    
    
    
    17.0366
    
    
    
    12.1754
    
    
    
    10.0383
    
    
    
    6.8583
    
    
    
    4.9033
    
    
    
    2.7743
    
    
    
    1.7460
    
    
    
    1.1754
    
    
    
    0.8258
    
    
    
    0.4337
    
    
    
    0.2278July 15, 2009
    
    
    23.4720
    
    
    
    16.2991
    
    
    
    11.1631
    
    
    
    8.9583
    
    
    
    5.7932
    
    
    
    3.9368
    
    
    
    2.0783
    
    
    
    1.2540
    
    
    
    0.8326
    
    
    
    0.5823
    
    
    
    0.3049
    
    
    
    0.1566July 15, 2010
    
    
    23.4720
    
    
    
    15.1866
    
    
    
    9.7061
    
    
    
    7.4250
    
    
    
    4.3486
    
    
    
    2.6948
    
    
    
    1.2503
    
    
    
    0.7216
    
    
    
    0.4783
    
    
    
    0.3408
    
    
    
    0.1837
    
    
    
    0.0936July 15, 2011
    
    
    23.4720
    
    
    
    13.4433
    
    
    
    7.3090
    
    
    
    4.9850
    
    
    
    2.2012
    
    
    
    1.0383
    
    
    
    0.3447
    
    
    
    0.1970
    
    
    
    0.1412
    
    
    
    0.1073
    
    
    
    0.0609
    
    
    
    0.0300July 15, 2012
    
    
    23.4720
    
    
    
    11.1116
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
 S-1