PARKER DRILLING COMPANY, as the Issuer, EACH OF THE GUARANTORS PARTY HERETO, as Guarantors and THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of June 2, 2008 Supplementing the Indenture dated as of July 5, 2007

Exhibit (d)(2)

XXXXXX DRILLING COMPANY,

as the Issuer,

EACH OF THE GUARANTORS PARTY HERETO,

as Guarantors

and

THE BANK OF NEW YORK TRUST COMPANY, N.A.,

as Trustee

FIRST SUPPLEMENTAL INDENTURE

Dated as of June 2, 2008

Supplementing the Indenture dated as of July 5, 2007

2.125% Convertible Senior Notes due 2012

FIRST SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL INDENTURE, dated as of June 2, 2007, among XXXXXX DRILLING COMPANY, a Delaware corporation (the “Company”), the subsidiary guarantors party to the Indenture (as defined herein) (the “Guarantors”), Xxxxxx Drilling Arctic Operating, Inc., a Delaware corporation (being referred to as the “New Guarantor”), and THE BANK OF NEW YORK TRUST COMPANY, N.A., as trustee (the “Trustee”).

RECITALS OF THE COMPANY AND THE GUARANTORS

WHEREAS, the Company, the Guarantors and the Trustee have executed and delivered an Indenture dated as of July 5, 2007, among the Company, the Guarantors and the Trustee (the “Indenture”), for the benefit of one another and for the equal and ratable benefit of the Holders of the Company’s 2.125% Convertible Senior Notes due 2012 (the “Notes”);

WHEREAS, the Company has acquired or invested in the New Guarantor, and the New Guarantor meets the definition of “Restricted Subsidiary” contained in the Indenture dated as of October 10, 2003, among the Company, the subsidiary guarantors party thereto and JPMorgan Chase Bank, as trustee;

WHEREAS, pursuant to Section 11.05 of the Indenture, the New Guarantor shall execute and deliver a supplemental indenture pursuant to which such New Guarantor shall become a Guarantor and guarantee the obligations of the Company under the Indenture and the Notes;

WHEREAS, Section 9.01 (a) of the Indenture provides that the Company, the Guarantors and the Trustee may supplement the Indenture, without the consent of any Holder of a Note, to add any Restricted Subsidiary as an additional Guarantor as set forth in Section 11.05 of the Indenture;

WHEREAS, the execution and delivery of this First Supplemental Indenture has been duly authorized by resolution of the board of directors of the Company and by resolution of the board of directors, the members, or the board of directors or the members of the general partner, of each Guarantor, and the board of directors of the New Guarantor has authorized this First Supplemental Indenture and the guarantee of the obligations of the Company under the Indenture and the Notes; and

WHEREAS, all conditions and requirements necessary to make this First Supplemental Indenture valid and binding upon the Company, the Guarantors and the New Guarantor and enforceable against the New Guarantor in accordance with its terms, have been performed and fulfilled;

NOW, THEREFORE, in consideration of the above premises, each of the parties hereto agrees, for the benefit of one another and for the equal and ratable benefit of the Holders of the Notes, as follows:

Section 1. Certain Terms Defined in the Indenture. All capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Indenture.

Section 2. Additional Guarantor; Guarantee. The New Guarantor, by execution and delivery of this First Supplemental Indenture, hereby agrees to be bound by the terms of the Indenture as a Guarantor.

Section 3. Effectiveness. This First Supplemental Indenture shall become effective upon:

(a) the execution and delivery of this First Supplemental Indenture by the Company, the Guarantors, the New Guarantor and the Trustee; and

(b) the delivery by the Company to the Trustee of the Opinion of Counsel and Officers’ Certificate pursuant to Section 11.05 of the Indenture.

Section 4. Supplemental Indenture Part of Indenture. Except as expressly supplemented hereby, all of the terms, conditions and provisions of the Indenture shall remain in full force and effect. This First Supplemental Indenture shall form a part of the Indenture for all purposes and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

Section 5. Trustee Makes No Representation.

(a) The recitals of the Company and the Guarantors contained herein shall be taken as the statements of the Company and the Guarantors, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representation as to the validity or sufficiency of this First Supplemental Indenture.

(b) The Trustee accepts the trusts hereunder and agrees to perform the same, but only upon the terms and conditions set forth in the Indenture.

Section 6. Counterpart Originals. The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement.

Section 7. Headings. The headings of the Sections of this First Supplemental Indenture, which have been inserted for convenience of reference only, are not to be considered a part of this First Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

Section 8. Governing Law. The validity and interpretation of this First Supplemental Indenture shall be governed by and construed in accordance with the laws of the state of New York, but without giving effect to applicable principles of conflicts of law to the extent that the application of the law of another jurisdiction would be required thereby.

Section 9. Binding Effect. All covenants and agreements in this First Supplemental Indenture by the Company or by any of the Subsidiary Guarantors shall bind their successors and assigns, whether so expressed or not.

-2-

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be executed as of the day and year first above written.

XXXXXX DRILLING COMPANY
By:		/s/ W. Xxxx Xxxxxxxxxx
Name:		W. Xxxx Xxxxxxxxxx
Title:		Senior Vice President and Chief Financial Officer

ANACHORETA, INC

CANADIAN RIG LEASING, INC.

CHOCTAW INTERNATIONAL RIG CORP.

CREEK INTERNATIONAL RIG CORP.

DGH, INC.

INDOCORP OF OKLAHOMA, INC.

PARDRIL, INC.

XXXXXX AVIATION, INC.

XXXXXX DRILLEX, LLC

XXXXXX DRILLING COMPANY EASTERN HEMISPHERE, LTD.

XXXXXX DRILLING COMPANY INTERNATIONAL LIMITED

XXXXXX DRILLING COMPANY LIMITED LLC

XXXXXX DRILLING COMPANY NORTH AMERICA, INC.

XXXXXX DRILLING COMPANY OF ARGENTINA, INC.

XXXXXX DRILLING COMPANY OF BOLIVIA, INC.

XXXXXX DRILLING COMPANY OF MEXICO, LLC

XXXXXX DRILLING COMPANY OF NIGER

XXXXXX DRILLING COMPANY OF OKLAHOMA, INCORPORATED

XXXXXX DRILLING COMPANY OF SOUTH AMERICA. INC.

Signature Page – First Supplemental Indenture to 2007 Indenture

XXXXXX DRILLING COMPANY EURASIA, INC.

XXXXXX DRILLING OFFSHORE CORPORATION

XXXXXX DRILLING OFFSHORE USA, L.L.C.

XXXXXX DRILLING PACIFIC RIM, INC.

XXXXXX NORTH AMERICA OPERATIONS, INC.

XXXXXX TECHNOLOGY, INC.

XXXXXX TECHNOLOGY, L.L.C.

XXXXXX TOOLS, LLC

XXXXXX USA DRILLING COMPANY

XXXXXX USA RESOURCES, LLC

XXXXXX-VSE,INC.

QUAIL USA, LLC

SELECTIVE DRILLING CORPORATION

UNIVERSAL RIG SERVICE LLC

By:		/s/ Xxxxx X. Xxxxxx
Name:		Xxxxx X. Xxxxxx
Title:		Vice President and Treasurer

XXXXXX DRILLING (KAZAKSTAN), LLC

By:		PD Dutch Holdings C.V., its sole member
		By:		Xxxxxx 5272, LLC, its general partner
				By:		/s/ Xxxxxx X. Xxxxxx
				Name:		Xxxxxx X. Xxxxxx
				Title:		Vice President and Treasurer

XXXXXX DRILLING COMPANY INTERNATIONAL, LLC

By:		PD Dutch Holdings C.V., its sole member
		By:		Xxxxxx 5272, LLC, its sole member
				By:		/s/ Xxxxxx X. Xxxxxx
				Name:		Xxxxxx X. Xxxxxx
				Title:		Vice President and Treasurer

Signature Page – First Supplemental Indenture to 2007 Indenture

XXXXXX DRILLING COMPANY OF NEW GUINEA, LLC

By:		PD Selective Holdings C.V., its sole member
		By:		Xxxxxx 3source, LLC, its general partner
				By:		/s/ Xxxxxx X. Xxxxxx
				Name:		Xxxxxx X. Xxxxxx
				Title:		Vice President and Treasurer

XXXXXX DRILLING COMPANY OF SINGAPORE, LLC

By:		PD Selective Holdings C.V., its sole member
		By:		Xxxxxx 3source, LLC, its general partner
				By:		/s/ Xxxxxx X. Xxxxxx
				Name:		Xxxxxx X. Xxxxxx
				Title:		Vice President and Treasurer

XXXXXX DRILLING MANAGEMENT SERVICES, INC.
By:		/s/ Xxxxx X. Xxxxxx
Name:		Xxxxx X. Xxxxxx
Title:		President
XXXXXX DRILLSERV, LLC
XXXXXX RIGSOURCE, LLC
By:		/s/ Xxxxxx X. Xxxxxxxxxx
Name:		Xxxxxx X. Xxxxxxxxxx
Title:		Vice President and Secretary
XXXXXX INTEX, LLC
XXXXXX DRILLTECH, LLC
By:		/s/ Xxxxxx X. Xxxxxx
Name:		Xxxxxx X. Xxxxxx
Title:		Vice President and Secretary

Signature Page – First Supplemental Indenture to 2007 Indenture

XXXXXX OFFSHORE RESOURCES, L.P.
By:		Xxxxxx Drilling Management Services, Inc., its general partner
		By:		/s/ Xxxxx X.Xxxxxx
		Name:		Xxxxx X. Xxxxxx
		Title:		President
PD MANAGEMENT RESOURCES, L.P.
By:		Xxxxxx Drilling Management Services, Inc., its general partner
		By:		/s/ Xxxxx X. Xxxxxx
		Name:		Xxxxx X. Xxxxxx
		Title:		President
QUAIL TOOLS, L.P.
By:		Quail USA, LLC, its general partner
		By:		/s/ Xxxxx X. Xxxxxx
		Name:		Xxxxx X. Xxxxxx
		Title:		Vice President and Treasurer
NEW GUARANTOR:
Xxxxxx Drilling Arctic Operating, Inc.
		By:		/s/ Xxxxx X. Xxxxxx
		Name:		Xxxxx X. Xxxxxx
		Title:		Vice President and Treasurer

Signature Page – First Supplemental Indenture to 2007 Indenture

THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee
By:		/s/ The Bank of New York Trust Company, N.A.
Name:
Title:

Signature Page – First Supplemental Indenture to 2007 Indenture