CREDIT AGREEMENT among READING & BATES CORPORATION, READING & BATES DRILLING CO., VARIOUS SUBSIDIARIES OF READING & BATES DRILLING CO., RB DEEPWATER EXPLORATION III INC., VARIOUS LENDING INSTITUTIONS, CREDIT LYONNAIS NEW YORK BRANCH, as SYNDICATION...Credit Agreement • August 14th, 1998 • R&b Falcon Corp • Drilling oil & gas wells • New York
as IssuerIndenture • June 21st, 1999 • R&b Falcon Corp • Drilling oil & gas wells • New York
ARTICLE IFirst Supplemental Indenture • March 31st, 1998 • R&b Falcon Corp • Drilling oil & gas wells
EXHIBIT 10.32 CONSENT OF NOTE HOLDER WHEREAS, the undersigned ("Note Holder") entered into that certain Note Purchase Agreement dated as of August 12, 1999 and that certain First Amendment to Note Purchase Agreement dated February 1, 2000 (as may be...Note Purchase Agreement • August 11th, 2000 • R&b Falcon Corp • Drilling oil & gas wells
EXHIBIT 10.228 SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") dated as of the Second Amendment Effective Date (hereinafter defined) is among: R&B FALCON CORPORATION, and the REQUIRED LENDERS under the...Credit Agreement • March 30th, 1999 • R&b Falcon Corp • Drilling oil & gas wells • New York
amongMerger Agreement • August 22nd, 2000 • R&b Falcon Corp • Drilling oil & gas wells • Delaware
Exhibit 10.75 R&B FALCON CORPORATION STOCK OPTION AGREEMENT This Stock Option Agreement ("Agreement") is made between R&B Falcon Corporation, a Delaware corporation ("Company"), and Paul B. Loyd, Jr. ("Optionee") as of February 11, 1999 (the...Stock Option Agreement • March 30th, 1999 • R&b Falcon Corp • Drilling oil & gas wells
RECITALSPurchase and Sale Agreement • March 31st, 1998 • R&b Falcon Corp • Drilling oil & gas wells • Louisiana
COMMON STOCKUnderwriting Agreement • October 27th, 2000 • R&b Falcon Corp • Drilling oil & gas wells • New York
EXHIBIT 10.10 R&B FALCON CORPORATION STOCK OPTION AGREEMENT This Stock Option Agreement ("Agreement") between R&B Falcon Corporation, a Delaware corporation ("Company") and Robert Sandmeyer ("Optionee"), WITNESSETH: WHEREAS, Optionee, being a duly...Stock Option Agreement • August 11th, 2000 • R&b Falcon Corp • Drilling oil & gas wells
REVOLVING CREDIT AGREEMENT THIS REVOLVING CREDIT AGREEMENT (the "Agreement"), dated as of April 6, 2001 between R&B FALCON CORPORATION (the "Borrower"), a Delaware corporation, and TRANSOCEAN SEDCO FOREX INC., a Cayman Islands company (the "Lender")....Revolving Credit Agreement • August 14th, 2001 • R&b Falcon Corp • Drilling oil & gas wells
Rights Agent Rights AgreementRights Agreement • November 20th, 1997 • R&b Falcon Corp • Delaware
EXHIBIT 10.3 TERMINATION AGREEMENT This Termination Agreement (the "Agreement"), entered into and effective as of June 30, 1999 (the "Effective Date"), is between Leighton E. Moss ("Moss") and R&B Falcon Corporation ("R&B Falcon"). Moss and R&B Falcon...Termination Agreement • August 12th, 1999 • R&b Falcon Corp • Drilling oil & gas wells
EXHIBIT 10.186 AMENDMENT NO. 4 TO LIMITED LIABILITY COMPANY AGREEMENT Amendment No. 4 dated as of August 7, 1998 ("Amendment No. 4") to the Limited Liability Company Agreement made and entered into on October 28, 1996 (the "Agreement") by and between...Limited Liability Company Agreement • March 30th, 1999 • R&b Falcon Corp • Drilling oil & gas wells
EXHIBIT 10.15 Employment and Change in Control Agreement R&B Falcon Corporation August 25, 1999 Contents Section 1. Term of Employment 1 Section 2. Position and Responsibilities 2 Section 3. Standard of Care 2Employment Agreement • November 12th, 1999 • R&b Falcon Corp • Drilling oil & gas wells • Texas
Exhibit 10.1 Execution Copy ------------------------------------------------------------------------- R&B GUARANTY from R&B FALCON CORPORATION Dated as of July 30, 1998Guaranty • November 4th, 1998 • R&b Falcon Corp • Drilling oil & gas wells • New York
1 EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 26th, 1999 • R&b Falcon Corp • Drilling oil & gas wells • New York
300,000 SHARES OF 13 7/8% SENIOR CUMULATIVE REDEEMABLE PREFERRED STOCK AND WARRANTS TO PURCHASE 10,500,000 SHARES OF COMMON STOCK APRIL 15, 1999Purchase Agreement • June 21st, 1999 • R&b Falcon Corp • Drilling oil & gas wells • New York
RBF FINANCE CO. as Issuer $800,000,000 11% Senior Secured Notes due 2006 11 3/8% Senior Secured Notes due 2009 INDENTURE Dated as of March 26, 1999 UNITED STATES TRUST COMPANY OF NEW YORK as Trustee...Indenture • May 17th, 1999 • R&b Falcon Corp • Drilling oil & gas wells • New York
EXHIBIT 10.3 ------------ FORM OF SECURITY AGREEMENT AND ASSIGNMENT ----------------------------------------- OF EARNINGS AND INSURANCES -------------------------- SECURITY AGREEMENT AND ASSIGNMENT OF EARNINGS AND INSURANCES (as amended, modified or...Security Agreement • November 8th, 2000 • R&b Falcon Corp • Drilling oil & gas wells • New York
1 EXHIBIT 10.1 PURCHASE AGREEMENT RBF FINANCE CO. $800,000,000 PRINCIPAL AMOUNT OF $400,000,000 11% SENIOR SECURED NOTES DUE 2006 $400,000,000 11-3/8% SENIOR SECURED NOTES DUE 2009 UNCONDITIONALLY GUARANTEED BY R&B FALCON CORPORATION MARCH 19, 1999...Purchase Agreement • May 26th, 1999 • R&b Falcon Corp • Drilling oil & gas wells • New York
EXHIBIT 10.180 FIRST AMENDMENT TO CREDIT AGREEMENT (Unsecured Revolving Credit Facility) THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the "First Amendment") dated December 22, 1997, is by and among FALCON DRILLING COMPANY, INC. a Delaware corporation...Credit Agreement • March 31st, 1998 • R&b Falcon Corp • Drilling oil & gas wells • Texas
August 5, 1997 Mr. Paul B. Loyd, Jr. 418 Pineneedle Drive Houston, Texas 77024 Re: STOCK OPTION AGREEMENT DATED AS OF APRIL 24, 1997 BETWEEN PAUL B. LOYD, JR. AND READING & BATES CORPORATION - OPTIONS WITH RESPECT TO 310,000 SHARES OF THE COMMON STOCK...Stock Option Agreement • March 31st, 1998 • R&b Falcon Corp • Drilling oil & gas wells
Re: STOCK OPTION AGREEMENT DATED AS OF APRIL 24, 1997 BETWEEN PAUL B. LOYD, JR. AND READING & BATES CORPORATION - OPTIONS WITH RESPECT TO 310,000 SHARES OF THE COMMON STOCK OF READING & BATES CORPORATION
EXHIBIT 10.12 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT is made as of the 30th day of August, 1999, by R&B Falcon Corporation, a Delaware corporation, in accordance with a resolution of the Board of Directors of said corporation, a copy of which is...Pledge Agreement • November 12th, 1999 • R&b Falcon Corp • Drilling oil & gas wells • Louisiana
Exhibit 10.3 LETTER AGREEMENTLetter Agreement • November 4th, 1998 • R&b Falcon Corp • Drilling oil & gas wells
Notwithstanding anything in this Agreement to the contrary, none of Parent, Sub, Merger Sub or any Affiliate or Associate of any of them shall be deemed to be an Acquiring Person, either individually or collectively, solely by virtue of (i) the...Rights Agreement • August 22nd, 2000 • R&b Falcon Corp • Drilling oil & gas wells • Delaware
TIA Section Indenture SectionIndenture • March 30th, 1999 • R&b Falcon Corp • Drilling oil & gas wells • New York
EXHIBIT 10.60 EMPLOYEE OPTIONEE: STEVEN A. WEBSTER Date: As of January 23, 1996 Number of Shares Subject to Option: 100,000 FALCON DRILLING COMPANY, INC. AMENDED AND RESTATED STOCK OPTION AGREEMENT I. Incentive Stock Option 1. Grant of Incentive Stock...Stock Option Agreement • March 31st, 1998 • R&b Falcon Corp • Drilling oil & gas wells
Exhibit 10.12 EMPLOYMENT AGREEMENT This Agreement is entered into between R&B Falcon Corporation, a Delaware corporation (the "Company"), and Charles R. Ofner (the "Executive") on the 25th day of March, 1998. The Company has determined that it is in...Employment Agreement • May 15th, 1998 • R&b Falcon Corp • Drilling oil & gas wells • Texas
amongMerger Agreement • November 2nd, 2000 • R&b Falcon Corp • Drilling oil & gas wells • Delaware
EXHIBIT 10.58 READING & BATES CORPORATION STOCK OPTION AGREEMENT This Stock Option Agreement ("Agreement") between Reading & Bates Corporation, a Delaware corporation ("Company") and Wayne K. Hillin ("Optionee"), WITNESSETH: WHEREAS, the Compensation...Stock Option Agreement • March 31st, 1998 • R&b Falcon Corp • Drilling oil & gas wells
Exhibit 10.14 GUARANTY AGREEMENT (Reading & Bates) THIS GUARANTY AGREEMENT (this "Guaranty") is dated as of November 10, 1997 and is by READING & BATES CORPORATION ("R&B Corp."), a Delaware corporation, READING & BATES DRILLING CO. ("R&B Drilling"),...Guaranty Agreement • May 15th, 1998 • R&b Falcon Corp • Drilling oil & gas wells • New York
AmongNote Agreement • March 20th, 2001 • R&b Falcon Corp • Drilling oil & gas wells • Texas
Warrant AgentWarrant Agreement • June 21st, 1999 • R&b Falcon Corp • Drilling oil & gas wells • New York
CHASE LOGO] $500,000,000 CREDIT AGREEMENT dated as of April 24, 1998 amongCredit Agreement • June 15th, 1998 • R&b Falcon Corp • Drilling oil & gas wells • New York
