Common use of Financial Condition; Ownership Clause in Contracts

Financial Condition; Ownership. The Consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2001 and December 31, 2002 and the related Consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by Ernst & Young, copies of which have heretofore been furnished to each Lender Party, present fairly the Consolidated financial condition of the Borrower and its Subsidiaries as 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 of September 30, 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 Party, present fairly the Consolidated financial condition of the Borrower and its Subsidiaries as 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 and its Subsidiaries as of at December 31, 2001 2000 and December 31, 2002 1999 and the related Consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by Ernst Deloitte & YoungTouche, copies of which have heretofore been furnished to each Lender PartyLender, present fairly the Consolidated financial condition of the Borrower and its Subsidiaries as of 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 of September at June 30, 2003 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 PartyLender, present fairly the Consolidated financial condition of the Borrower and its Subsidiaries as of 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, 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. (ii) Schedule V sets forth, as of June 30, 2001, each owner of more than 5% of the voting stock of the Borrower and the percent of such voting stock owned by each Person listed on such schedule.

Financial Condition; Ownership. (i) The Consolidated balance sheets of the Borrower and its Subsidiaries as of at December 31, 2002 and December 31, 2001 and December 31, 2002 and the related Consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by Ernst Deloitte & YoungTouche, copies of which have heretofore been furnished to each Lender PartyLender, present fairly the Consolidated financial condition of the Borrower and its Subsidiaries as of 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 of at September 30, 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 PartyLender, present fairly the Consolidated financial condition of the Borrower and its Subsidiaries as of 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, 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. (ii) Schedule V sets forth, as of the Restatement Effective Date, each owner of more than 5% of the voting stock of the Borrower and the percent of such voting stock owned by each Person listed on such schedule.

Financial Condition; Ownership. (i) The Consolidated balance sheets of the Borrower and its Subsidiaries as of at December 31, 2001 2005 and December 31, 2002 2004 and the related Consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by Ernst & YoungDeloitte, copies of which have heretofore been furnished to each Lender PartyLender, present fairly the Consolidated financial condition of the Borrower and its Subsidiaries as of 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 of at September 30, 2003 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 PartyLender, present fairly the Consolidated financial condition of the Borrower and its Subsidiaries as of 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, 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 . (ii) Schedule V sets forth, as of the date hereof, each owner of more than 5% of the voting stock of the Borrower and the percent of such voting stock owned by each Person listed on such schedule. (iii) Since September 30, 2006, there has occurredbeen no material adverse change in the business, condition (financial or otherwise), operations or prospects of the Borrower and its Subsidiaries taken as a whole.