TESCO CORPORATION (an Alberta, Canada corporation) 7,000,000 Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • June 13th, 2016 • Tesco Corp • Oil & gas field machinery & equipment • New York
The undersigned, a stockholder and an officer and/or director of Tesco Corporation, a corporation organized under the laws of the province of Alberta, Canada (the “Company”), understands that Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering of shares of the Company’s common shares, no par value (the “Common Shares”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder and an officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 60 days from the date of the Underwriting Agreement (subject to extensions as discussed below), the un
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 27, 2012 among TESCO US HOLDING LP,as US Borrower, TESCO CORPORATION,as Canadian Borrower, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A.,as Administrative Agent...Credit Agreement • May 1st, 2012 • Tesco Corp • Oil & gas field machinery & equipment • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 27, 2012, is among TESCO US HOLDING LP, TESCO CORPORATION, the LENDERS party hereto from time to time, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
SHAREHOLDER RIGHTS PLAN AGREEMENT Amended and Restated as of May 4, 2011 between TESCO CORPORATION and COMPUTERSHARE TRUST COMPANY OF CANADA as Rights AgentShareholder Rights Plan Agreement • June 13th, 2011 • Tesco Corp • Oil & gas field machinery & equipment • Alberta
TESCO CORPORATION, a corporation incorporated under the laws of the Province of Alberta (hereinafter referred to as the "Corporation")
AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 5, 2007 among TESCO US HOLDING LP, as US Borrower, TESCO CORPORATION, as Canadian Borrower, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative AgentCredit Agreement • June 7th, 2007 • Tesco Corp • Oil & gas field machinery & equipment • New York
This AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 5, 2007, is among TESCO US HOLDING LP, TESCO CORPORATION, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
EMPLOYMENT AGREEMENTEmployment Agreement • March 1st, 2011 • Tesco Corp • Oil & gas field machinery & equipment • Texas
This Employment Agreement (the “Agreement”) is made effective November 5, 2010 by and between Tesco Corporation, a corporation organized under the laws of the Province of Alberta, Canada (hereinafter referred to as “Employer” or the “Company”) and Dietmar Neidhardt (hereinafter referred to as “Executive”). Employer and Executive are collectively referred to herein as the “Parties,” and individually referred to as a “Party.”
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • March 29th, 2007 • Tesco Corp • Oil & gas field machinery & equipment • Alberta
WHEREAS the Corporation recognizes the valuable service that the Executive has provided and is continuing to provide to the Corporation and believes that it is reasonable and fair that the Executive receive appropriate treatment in the event of a Change of Control (as hereinafter defined); and
INDEMNITY AGREEMENTIndemnity Agreement • April 6th, 2009 • Tesco Corp • Oil & gas field machinery & equipment • Alberta
THIS AGREEMENT is made effective as of March 31, 2009, by and between TESCO CORPORATION, a corporation incorporated under the Alberta Business Corporations Act (the "Indemnitor"), and _____________, an Officer of the Indemnitor (the "Indemnitee").
EMPLOYMENT AGREEMENTEmployment Agreement • September 3rd, 2010 • Tesco Corp • Oil & gas field machinery & equipment • Texas
This Employment Agreement (the “Agreement”) is made effective August 3, 2010 by and between Tesco Corporation, a corporation organized under the laws of the Province of Alberta, Canada (hereinafter referred to as “Employer” or the “Company”) and Dean Ferris (hereinafter referred to as “Executive”). Employer and Executive are collectively referred to herein as the “Parties,” and individually referred to as a “Party.”
EMPLOYMENT AGREEMENTEmployment Agreement • November 15th, 2016 • Tesco Corp • Oil & gas field machinery & equipment • Texas
This Employment Agreement (the “Agreement”) is made effective November 14, 2016 (the “Effective Date”) by and between Tesco Corporation, a corporation organized under the laws of the Province of Alberta, Canada (hereinafter referred to as “Employer” or the “Company”) and John Gatlin (hereinafter referred to as “Executive”). Employer and Executive are collectively referred to herein as the “Parties,” and individually referred to as a “Party.”
ARRANGEMENT AGREEMENT dated as of August 13, 2017 by and among NABORS INDUSTRIES LTD. NABORS MAPLE ACQUISITION LTD. -and- TESCO CORPORATIONArrangement Agreement • August 14th, 2017 • Tesco Corp • Oil & gas field machinery & equipment • Alberta
WHEREAS the Parties intend to carry out the Acquisition by way of an arrangement under section 193 of the ABCA substantially on the terms and conditions set forth in the Plan of Arrangement (annexed hereto as Schedule A);
EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2007 • Tesco Corp • Oil & gas field machinery & equipment • Texas
This Employment Agreement (the “Agreement”) is executed January 5, 2007 between Tesco Corporation, a corporation organized under the laws of the Province of Alberta, Canada (hereinafter referred to as “Employer” or the “Company”) and Anthony Tripodo (hereinafter referred to as “Executive”). The Employer and Executive are collectively referred to herein as the “Parties,” and individually referred to as a “Party.”
CONSULTING AGREEMENT AND INTELLECTUAL PROPERTY RIGHTS ASSIGNMENTConsulting Agreement • November 19th, 2007 • Tesco Corp • Oil & gas field machinery & equipment • Texas
This Consulting Agreement and Intellectual Property Rights Assignment ("Agreement") is entered into by and between Tesco Corporation ("TESCO"), Turnkey E&P Inc. ("Turnkey"), and, with respect to Section 4 hereof only, Robert M. Tessari in his individual capacity ("Tessari") made effective as of July 16, 2007 (the "Effective Date").
PREFERRED SUPPLIER AGREEMENTPreferred Supplier Agreement • March 29th, 2007 • Tesco Corp • Oil & gas field machinery & equipment • Alberta
Tesco is the owner of proprietary technology related to and including its patented process of drilling wells using casing (hereinafter Casing Drilling®), and is engaged in the business of providing its proprietary Casing Drilling equipment and associated services on both a sale and a rental basis to purchasers in the oil and gas industry worldwide.
first amendment to the employment agreement MARCH 15, 2009Employment Agreement • March 17th, 2009 • Tesco Corp • Oil & gas field machinery & equipment
WHEREAS, TESCO CORPORATION, a corporation organized under the laws of the province of Alberta, Canada (the "Company") and ROBERT L. KAYL ("Executive") entered into the Employment Agreement effective on August 18, 2008 (the "Agreement"); and
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 6th, 2012 • Tesco Corp • Oil & gas field machinery & equipment • Texas
THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made and entered into as of April 29, 2012 by and between Tesco Corporation, a corporation organized under the laws of Alberta, Canada (“Seller”), Schlumberger Oilfield Holdings Ltd., a British Virgin Islands company (“SOHL”), and Schlumberger Technology Corporation, a Texas corporation (“STC” and, together with SOHL, “Buyers”).
first amendment to the employment agreement MARCH 15, 2009Employment Agreement • March 17th, 2009 • Tesco Corp • Oil & gas field machinery & equipment
WHEREAS, TESCO CORPORATION, a corporation organized under the laws of the province of Alberta, Canada (the "Company") and NIGEL M. LAKEY ("Executive") entered into the Employment Agreement effective on December 31, 2007 (the "Agreement"); and
FIRST/SECOND] AMENDMENT TO THE EMPLOYMENT AGREEMENT APRIL 5, 2015Employment Agreement • April 1st, 2015 • Tesco Corp • Oil & gas field machinery & equipment
WHEREAS, TESCO CORPORATION, a corporation organized under the laws of the province of Alberta, Canada (the “Company”) and [NAME] (“Executive”) entered into the Employment Agreement effective on [EFFECTIVE DATE OF AGREEMENT] (the “Agreement”); and
February 29, 2016 Tesco US Holding LP 11330 Clay Road, Suite 350 Houston, Texas 770041 Attention: Chris Boone, Senior Vice President andTesco Corp • March 4th, 2016 • Oil & gas field machinery & equipment
We refer to that certain Second Amended and Restated Credit Agreement, dated as of April 27, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Tesco US Holding LP, a Nevada limited partnership (the “US Borrower”), Tesco Corporation, an Alberta, Canada corporation (the “Canadian Borrower”, and together with the US Borrower, the “Borrowers”), the lenders party thereto (each individually, a “Lender” and collectively, the “Lenders”), and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Credit Agreement. References herein to any Section or Article shall be to a Section or Article of the Credit Agreement unless otherwise specifically provided.
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 8th, 2012 • Tesco Corp • Oil & gas field machinery & equipment
This FIRST AMENDMENT TO PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of June 4, 2012 by and between Tesco Corporation, a corporation organized under the laws of Alberta, Canada (“Seller”), Schlumberger Oilfield Holdings Ltd., a British Virgin Islands company (“SOHL”), and Schlumberger Technology Corporation, a Texas corporation (“STC” and, together with SOHL, “Buyers”).
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 26th, 2007 • Tesco Corp • Oil & gas field machinery & equipment • New York
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 21, 2007 (this "Amendment"), is among TESCO US HOLDING LP (the "US Borrower"), TESCO CORPORATION (the "Canadian Borrower", and collectively with the US Borrower, the "Borrowers"), the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • January 31st, 2017 • Tesco Corp • Oil & gas field machinery & equipment • Texas
This Separation Agreement and Release (“Separation Agreement”) is between Tesco Corporation (US) (“Tesco”) and Michael E. Irausquin (“Employee”). To be effective, this Agreement must be signed, in unchanged form, no later than twenty-two (22) days after the date offered to Employee, January 31, 2017, or else it is withdrawn.
CREDIT AGREEMENT dated as of November 2, 2005 among TESCO US HOLDING LP, as US Borrower, TESCO CORPORATION, as Canadian Borrower, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative AgentCredit Agreement • March 29th, 2007 • Tesco Corp • Oil & gas field machinery & equipment • New York
The Applicable Rate shall be determined in accordance with the foregoing table based on the Leverage Ratio as of the end of each Fiscal Quarter, as calculated for the four most recently ended consecutive Fiscal Quarters of the Parent. Adjustments, if any, to the Applicable Rate shall be effective five Business Days after the Administrative Agent is scheduled to receive the applicable financials under Section 5.01(a) or (b) and certificate under Section 5.01(c). If the Parent fails to deliver the financials to the Administrative Agent at the time required hereunder, then the Applicable Rate shall be set at Level IV until such financials are so delivered. Notwithstanding anything herein to the contrary, the Applicable Rate shall be set at Level III as of the Effective Date hereof.
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 1st, 2011 • Tesco Corp • Oil & gas field machinery & equipment
WHEREAS, Julio M. Quintana (“Executive”) and Tesco Corporation entered into the Employment Agreement dated December 31, 2008 and as amended on March 15, 2009 (the “Agreement”); and
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 1st, 2011 • Tesco Corp • Oil & gas field machinery & equipment
WHEREAS, Jeffrey L. Foster (“Executive”) and Tesco Corporation entered into the Employment Agreement dated December 31, 2007 and as amended on March 15, 2009 (the “Agreement”); and
SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENTEmployment Agreement • March 4th, 2016 • Tesco Corp • Oil & gas field machinery & equipment
WHEREAS, TESCO CORPORATION, a corporation organized under the laws of the province of Alberta, Canada (the “Company”) and Dean Ferris (“Executive”) entered into the Employment Agreement effective on August 3, 2010 as amended (the “Agreement”); and
first amendment to the amended and restated employment agreement MARCH 15, 2009Employment Agreement • March 17th, 2009 • Tesco Corp • Oil & gas field machinery & equipment
WHEREAS, TESCO CORPORATION, a corporation organized under the laws of the province of Alberta, Canada (the "Company") and JULIO M. QUINTANA ("Executive") entered into the Amended and Restated Employment Agreement effective on December 31, 2008 (the "Agreement"); and
Dear [Name],Tesco Corp • November 7th, 2017 • Oil & gas field machinery & equipment
As you know, Tesco Corporation (the “Company”) has entered into an Arrangement Agreement with Nabors Industries Ltd. (the “Buyer”), whereby the Buyer would acquire all of the outstanding shares of common stock of the Company (the “Transaction”). In order to ensure your continued dedication and efforts during this time of transition, and particularly in light of the criticality of your role with the Company, you are being granted the retention incentive set forth in this letter (this “Letter”).
THIRD AMENDMENT TO THE EMPLOYMENT AGREEMENTEmployment Agreement • March 4th, 2016 • Tesco Corp • Oil & gas field machinery & equipment
WHEREAS, TESCO CORPORATION, a corporation organized under the laws of the province of Alberta, Canada (the “Company”) and Dean Ferris (“Executive”) entered into the Employment Agreement effective on August 3, 2010 as amended (the “Agreement”); and
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 1st, 2011 • Tesco Corp • Oil & gas field machinery & equipment
WHEREAS, Dean Ferris (“Executive”) and Tesco Corporation entered into the Employment Agreement dated August 3, 2010 (the “Agreement”); and
LEASELease • March 29th, 2007 • Tesco Corp • Oil & gas field machinery & equipment • Texas
THIS LEASE (“Lease”) is entered into as of the 6th day of July, 2006 (the “Effective Date”), by and between NK IV TECH, LTD., a Texas limited partnership (“Landlord”) and TESCO CORPORATION (US), a Deleware corporation (“Tenant”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 1st, 2011 • Tesco Corp • Oil & gas field machinery & equipment
WHEREAS, Robert L. Kayl (“Executive”) and Tesco Corporation entered into the Employment Agreement dated August 18, 2008 and as amended on March 15, 2009 (the “Agreement”); and
RIG PERSONNEL SUPPLY AGREEMENTRig Personnel Supply Agreement • March 29th, 2007 • Tesco Corp • Oil & gas field machinery & equipment • Texas
This Rig Personnel Supply Agreement (the “Agreement”) is made effective as of the day of , 2005 (the “Effective Date”), by and between Turnkey E&P Corporation a Nevada corporation (“TEP”), and Tesco Corporation (US), a Delaware corporation (“Tesco US”).
CONSULTING AGREEMENTConsulting Agreement • March 4th, 2016 • Tesco Corp • Oil & gas field machinery & equipment
This Consulting Agreement (the “Agreement”) is made and entered into as of November 17, 2015 (the “Effective Date”), between Tesco Corporation (“Tesco”) and Dean Ferris (“Consultant”).
RETIREMENT AND TRANSITION AGREEMENT AND RELEASERetirement and Transition Agreement and Release • December 19th, 2014 • Tesco Corp • Oil & gas field machinery & equipment • Texas
This RETIREMENT AND TRANSITION AGREEMENT AND RELEASE (this “Agreement”) is dated December, 2014, and is effective on the date described in Section 11.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 1st, 2011 • Tesco Corp • Oil & gas field machinery & equipment
WHEREAS, Fernando Assing (“Executive”) and Tesco Corporation entered into the Employment Agreement dated May 11, 2009 (the “Agreement”); and
