Common use of Financial Condition; Ownership Clause in Contracts

Financial Condition; Ownership. (i) The Consolidated balance sheets of the Borrower and its Subsidiaries as at December 31, 2005 and December 31, 2004 and the related Consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by Deloitte, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates, and the Consolidated results of their operations and their Consolidated cash flows for the fiscal years then ended. The unaudited Consolidated balance sheet of the Borrower and its Subsidiaries as at September 30, 2006 and the related unaudited Consolidated statements of income and of cash flows for the three-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods.

Financial Condition; Ownership. (i) The Consolidated balance sheets of the Borrower and its Subsidiaries as at December 31, 2005 2000 and December 31, 2004 1999 and the related Consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by DeloitteDeloitte & Touche, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates, and the Consolidated results of their operations and their Consolidated cash flows for the fiscal years then ended. The unaudited Consolidated balance sheet of the Borrower and its Subsidiaries as at September June 30, 2006 2001 and the related unaudited Consolidated statements of income and of cash flows for the three-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods.

Financial Condition; Ownership. (i) The Consolidated balance sheets of the Borrower and its Subsidiaries as at of December 31, 2005 2001 and December 31, 2004 2002 and the related Consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by DeloitteErnst & Young, copies of which have heretofore been furnished to each LenderLender Party, present fairly the Consolidated financial condition of the Borrower and its Subsidiaries as at of such dates, and the Consolidated results of their operations and their Consolidated cash flows for the fiscal years then ended. The unaudited Consolidated balance sheet of the Borrower and its Subsidiaries as at of September 30, 2006 2003 and the related unaudited Consolidated statements of income and of cash flows for the three-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each LenderLender Party, present fairly the Consolidated financial condition of the Borrower and its Subsidiaries as at of such date, and the Consolidated results of their operations and their Consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, TODCO - Omnibus Credit Agreement including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods. No Material Adverse Change has occurred.

Financial Condition; Ownership. (i) The Consolidated balance sheets of the Borrower CMC and its Subsidiaries as at December 31, 2005 and December 31, 2004 2002 and the related Consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by DeloitteDeloitte & Touche, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Borrower CMC and its Subsidiaries as at such dates, and the Consolidated results of their operations and their Consolidated cash flows for the fiscal years then ended. The unaudited Consolidated balance sheet of the Borrower CMC and its Subsidiaries as at September 30, 2006 2003 and the related unaudited Consolidated statements of income and of cash flows for the three-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Borrower CMC and its Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods.

Financial Condition; Ownership. (i) The Consolidated balance sheets of the Borrower and its Subsidiaries as at December 31, 2005 2002 and December 31, 2004 2001 and the related Consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by DeloitteDeloitte & Touche, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates, and the Consolidated results of their operations and their Consolidated cash flows for the fiscal years then ended. The unaudited Consolidated balance sheet of the Borrower and its Subsidiaries as at September 30, 2006 2003 and the related unaudited Consolidated statements of income Second Amended and Restated Xxxxxxx Credit Agreement and of cash flows for the three-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods.