**Exhibit 10.6**

 

**TERMINATIONAGREEMENT**

 

This Termination Agreement (the “Agreement”) is made and entered intoas of May 26, 2005, by and between Michael E. Little (“Little”), Wm. StacyLocke (“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 VotingAgreement dated as of May 11, 2000 (the “Voting Agreement”);

 

WHEREAS, Pioneer and WEDGE are parties to the Debenture PurchaseAgreement dated as of July 3, 2002, as amended by the First Amendment toDebenture Agreement dated as of December 23, 2002 (the “Debenture PurchaseAgreement”);

 

WHEREAS, in March 2005, Pioneer issued and sold 6,945,000 sharesof 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 lessthan 10% of the total issued and outstanding shares of common stock of Pioneeron 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           *Terminationof Voting Agreement*.  TheVoting Agreement and the obligations of Pioneer and the Shareholders thereunderare hereby terminated in their entirety, effective as of the date hereof.  Any registration rights relating to shares ofcommon stock of Pioneer granted by Pioneer to Little under the Voting Agreementor under any other agreement are hereby terminated in their entirety, effectiveas of the date hereof.

 

1.2           *Terminationof Debenture Purchase Agreement*. The Debenture Purchase Agreement and the obligations of Pioneer andWEDGE thereunder are hereby terminated in their entirety, effective as of thedate hereof.

 

**ARTICLE II- MISCELLANEOUS**

 

2.1           *Counterparts;Delivery by Facsimile*.  ThisAgreement may be executed in any number of counterparts, each of which shall bedeemed an original but all of which together shall constitute one and the sameinstrument. The delivery of an executed counterpart of this Agreement byfacsimile shall be deemed to be valid delivery thereof.

 

2.2           *Severability*.If any provision of this Agreement is held invalid or unenforceable, all otherprovisions will not be affected. With respect to the provision held invalid orunenforceable, the parties to this Agreement will amend this Agreement asnecessary to effect the original intent of the partiesto this Agreement as closely as possible.

 

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2.3           *Governing Law.*This Agreement shall be governed by and construed in accordance with the lawsof the state of Texas, without regard to principles of conflict of laws thereofthat would result in the application of the laws of any other jurisdiction.

 

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IN WITNESS WHEREOF, the undersigned has caused this Agreement to beduly signed as of the date first above written.

 
|   | PIONEER  DRILLING COMPANY      |
|--------|--------------------------------|
|   |                           |
|   |                           |
|   | By:                            | /s/ Wm.  Stacy Locke |   |
|   |                           | Wm. Stacy  Locke |   |
|   |                           | President  and Chief Executive Officer |   |
|   |                           |
|   |                           |
|   | By:                            | /s/ Michael  E. Little |   |
|   |                           | Michael E.  Little |   |
|   |                           |
|   |                           |
|   | By:                            | /s/ Wm.  Stacy Locke |   |
|   |                           | Wm. Stacy  Locke |   |
|   |                           |
|   |                           |
|   | WEDGE ENERGY  SERVICES, L.L.C. |
|   |                           |
|   |                           |
|   | By:                            | /s/ Richard  E. Blohm, Jr. |   |
|   |                           | Name:  Richard E. Blohm, Jr. |   |
|   |                           | Title: Vice  President |   |
|        |                                |  |  |  |  |

 

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