1 EXHIBIT 10.5 FLEET CAPITAL CORPORATION LOAN AND SECURITY AGREEMENT Dated: As of March 5, 1999 UNION DRILLING, INC. 2 TABLE OF CONTENTSLoan and Security Agreement • August 2nd, 2001 • Union Drilling Inc • Textile mill products • New York
Date of Grant: _________________ Number of Shares Subject to Option: _________________ UNION DRILLING, INC. AMENDED AND RESTATED 2000 STOCK OPTION PLAN FORM OF STOCK OPTION AGREEMENT This Agreement, dated [Date] is made between Union Drilling, Inc.,...Stock Option Agreement • August 15th, 2005 • Union Drilling Inc • Drilling oil & gas wells
Exhibit 1.1 UNION DRILLING, INC. [ ] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • October 18th, 2005 • Union Drilling Inc • Drilling oil & gas wells • New York
BETWEENAsset Purchase Agreement • September 28th, 2005 • Union Drilling Inc • Drilling oil & gas wells • Texas
Number of Shares Subject to Option: --------------- UNION DRILLING, INC. AMENDED AND RESTATED 2000 STOCK OPTION PLAN FORM OF STOCK OPTION AGREEMENT This Agreement, dated [Date] is made between Union Drilling, Inc., (the "Company") and [Name of...Stock Option Agreement • August 2nd, 2001 • Union Drilling Inc • Textile mill products
DATED AS OFShareholder Agreement • October 18th, 2005 • Union Drilling Inc • Drilling oil & gas wells • Delaware
BETWEENAsset Purchase Agreement • August 15th, 2005 • Union Drilling Inc • Drilling oil & gas wells • Texas
December 8, 2005 PURCHASE AND SALE AGREEMENT NATIONAL-OILWELL, L.P. AND UNION DRILLING INC. This Purchase and Sale Agreement is made and entered this 8th day of December, 2005 between Union Drilling Inc. (UDI) with offices at South Pittsburgh...Purchase and Sale Agreement • December 13th, 2005 • Union Drilling Inc • Drilling oil & gas wells
OPTION AGREEMENT NATIONAL-OILWELL, L.P. AND UNION DRILLING INC.Option Agreement • December 13th, 2005 • Union Drilling Inc • Drilling oil & gas wells
EXHIBIT 10.10 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of March 31, 2005, between UNION DRILLING, INC., a Delaware corporation (the "Company"), and RICHARD THORNTON (the "Executive"). RECITALS A. This Agreement is being entered into...Employment Agreement • August 15th, 2005 • Union Drilling Inc • Drilling oil & gas wells • Pennsylvania
FOURTH AMENDMENT TO ------------------- REVOLVING CREDIT AND SECURITY AGREEMENT ---------------------------------------Revolving Credit and Security Agreement • September 28th, 2006 • Union Drilling Inc • Drilling oil & gas wells • New York
EXHIBIT 10.8 STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 15th, 2005 • Union Drilling Inc • Drilling oil & gas wells • Pennsylvania
RECITALSIndemnification Agreement • October 18th, 2005 • Union Drilling Inc • Drilling oil & gas wells • Delaware
EXHIBIT 10.9 REGISTRATION RIGHTS AGREEMENT By and Between Richard ThorntonRegistration Rights Agreement • August 15th, 2005 • Union Drilling Inc • Drilling oil & gas wells • New York
ASSETS PURCHASE AGREEMENT 1. Introduction. This Assets Purchase Agreement (the "Agreement") is made December 19, 2005, between PERMIAN DRILLING CORPORATION, a New Mexico corporation ("Seller"), and MAVERICK OIL AND GAS, INC. a Nevada corporation or...Assets Purchase Agreement • February 3rd, 2006 • Union Drilling Inc • Drilling oil & gas wells • New Mexico
EXHIBIT 10.11 STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 15th, 2005 • Union Drilling Inc • Drilling oil & gas wells • New York
AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT AMONG PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT), PNC CAPITAL MARKETS LLC (LEAD ARRANGER), THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO (AS LENDERS) AND UNION...Revolving Credit and Security Agreement • April 28th, 2011 • Union Drilling Inc • Drilling oil & gas wells • New York
Amended and Restated Revolving Credit and Security Agreement dated as of April 27, 2011, among UNION DRILLING, INC., a corporation organized under the laws of the State of Delaware (“Borrower”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).
TENDER AND VOTING AGREEMENTTender and Voting Agreement • September 28th, 2012 • Union Drilling Inc • Drilling oil & gas wells • Delaware
TENDER AND VOTING AGREEMENT (this “Agreement”), dated as of September 24, 2012 between Sidewinder Drilling Inc., a Delaware corporation (“Parent”), and Union Drilling Company LLC, a Delaware limited liability company (“Stockholder”).
FIFTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • December 7th, 2006 • Union Drilling Inc • Drilling oil & gas wells • New York
THIS FIFTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT (this ‘‘Amendment’’) is made and entered into effective as of the 5th day of December, 2006 (the ‘‘Effective Date’’), by and among UNION DRILLING, INC., a corporation organized under the laws of the State of Delaware (‘‘Union Drilling’’), THORNTON DRILLING COMPANY, a corporation originally organized under the laws of the Delaware, and successor to Thornton Drilling Company, a corporation organized under the laws of the State of Colorado (‘‘Thornton’’), and UNION DRILLING TEXAS, LP, a Texas limited partnership (‘‘UDT’’) (Union Drilling, Thornton and UDT, individually and collectively, jointly and severally, ‘‘Borrower’’ and/or ‘‘Borrowers’’), PNC BANK, NATIONAL ASSOCIATION (‘‘PNC’’), as agent for the financial institutions (collectively ‘‘Lenders’’ and each a ‘‘Lender’’), which are now or which hereafter become a party to the Credit Agreement (defined below) (PNC, in such capacity, ‘‘Agent’’) and Lenders.
FORM OF TERMINATION PROTECTION AGREEMENTTermination Protection Agreement • March 31st, 2011 • Union Drilling Inc • Drilling oil & gas wells • Texas
THIS TERMINATION PROTECTION AGREEMENT (the “Agreement”) is entered into between Union Drilling, Inc., a Delaware corporation (the “Company”) and [ ] (the “Executive”).
TENDER AND VOTING AGREEMENTTender and Voting Agreement • September 28th, 2012 • Union Drilling Inc • Drilling oil & gas wells • Delaware
TENDER AND VOTING AGREEMENT (this “Agreement”), dated as of September 24, 2012, between Sidewinder Drilling Inc., a Delaware corporation (“Parent”), and each of the persons listed on Appendix I hereto (each, a “Stockholder”).
WITNESSETH:Option and Asset Purchase and Sale Agreement • August 15th, 2005 • Union Drilling Inc • Drilling oil & gas wells • Texas
FIRST AMENDMENT TO UNION DRILLING, INC. AMENDED AND RESTATED 2000 STOCK OPTION PLAN AND ITS ACCOMPANYING FORM OF STOCK OPTION AGREEMENTStock Option Plan Amendment • November 30th, 2007 • Union Drilling Inc • Drilling oil & gas wells
This First Amendment (the “First Amendment”) to each of the Union Drilling, Inc. Amended and Restated 2000 Stock Option Plan and its accompanying Form of Stock Option Agreement, entered into to be effective as of November 27, 2007 (the “Effective Date”), amends each of that certain Amended and Restated 2000 Stock Option Plan and Form of Stock Option Agreement, originally adopted as of March 16, 2000 and amended and restated as of June 1, 2003 (the “Plan”) by Union Drilling, Inc. (the “Company”) and that certain Form of Stock Option Agreement accompanying the Plan (the “Agreement”).
Joint Filing AgreementJoint Filing Agreement • February 14th, 2011 • Union Drilling Inc • Drilling oil & gas wells
This Schedule may be executed in two or more counterparts, any one of which need not contain the signature of more than one party, but all such parties taken together will constitute part of this Schedule.
SEVENTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • October 6th, 2008 • Union Drilling Inc • Drilling oil & gas wells • New York
THIS SEVENTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”) is made and entered into effective as of the 30th day of September, 2008 (the “Effective Date”) by and among UNION DRILLING, INC., a corporation organized under the laws of the State of Delaware (“Union Drilling” and/or “Borrower”), PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for the financial institutions (collectively “Lenders” and each a “Lender”), which are now or which hereafter become a party to the Credit Agreement (defined below) (PNC, in such capacity, “Agent”), and Lenders.
FIRST AMENDMENT TO UNION DRILLING, INC. 2005 STOCK OPTION PLAN AND ITS ACCOMPANYING FORM OF STOCK OPTION AGREEMENTFirst Amendment to Stock Option Plan • November 30th, 2007 • Union Drilling Inc • Drilling oil & gas wells
This First Amendment (the “First Amendment”) to each of the Union Drilling, Inc. 2005 Stock Option Plan and its accompanying Form of Stock Option Agreement, entered into to be effective as of November 27, 2007 (the “Effective Date”), amends each of that certain 2005 Stock Option Plan and Form of Stock Option Agreement, adopted as of August 3, 2005 (the “Plan”) by Union Drilling, Inc. (the “Company”) and that certain Form of Stock Option Agreement accompanying the Plan (the “Agreement”).
Joint Filing AgreementJoint Filing Agreement • February 14th, 2007 • Union Drilling Inc • Drilling oil & gas wells
This Schedule may be executed in two or more counterparts, any one of which need not contain the signature of more than one party, but all such parties taken together will constitute part of this Schedule.
Joint Filing AgreementJoint Filing Agreement • February 17th, 2009 • Union Drilling Inc • Drilling oil & gas wells
This Schedule may be executed in two or more counterparts, any one of which need not contain the signature of more than one party, but all such parties taken together will constitute part of this Schedule.
CONTRIBUTION, NON-TENDER AND SUPPORT AGREEMENTContribution, Non-Tender and Support Agreement • September 28th, 2012 • Union Drilling Inc • Drilling oil & gas wells • Delaware
This Contribution, Non-Tender and Support Agreement (this “Agreement”), dated as of September 24, 2012, is entered into by and between Sidewinder Drilling Inc., a Delaware corporation (“Parent”), Wolf Marine S.A. (“Wolf Marine”), a stockholder of Union Drilling, Inc., a Delaware corporation (the “Company”), Lucky Star Ltd., (“Lucky Star”), a stockholder of the Company (each of Wolf Marine and Lucky Star individually, an “Investor,” and together, the “Investors”), and, solely for purposes of Section 1.4 of this Agreement, Avista Capital Partners III, L.P. and Avista Capital Partners (Offshore) III, L.P. (each, a “Sponsor” and collectively, “Sponsors”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
UNION DRILLING, INC. 3,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 5th, 2009 • Union Drilling Inc • Drilling oil & gas wells • New York
Union Drilling, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Jefferies & Company, Inc. (the “Underwriter”) an aggregate of 3,000,000 shares and, at the option of the Underwriter, up to an additional 450,000 shares, of Common Stock, par value $0.01 per share (the “Stock”), of the Company. The shares to be sold by the Company are herein called the “Underwritten Shares” and the additional shares to be sold by the Company are herein called the “Option Shares”. The Underwritten Shares and the Option Shares are herein referred to as the “Shares.”
Joint Filing AgreementJoint Filing Agreement • February 14th, 2012 • Union Drilling Inc • Drilling oil & gas wells
This Schedule may be executed in two or more counterparts, any one of which need not contain the signature of more than one party, but all such parties taken together will constitute part of this Schedule.
The following is the text inserted as Section III.4.(v) of each officer stock option award agreement:Officer Stock Option Award Agreement • March 31st, 2011 • Union Drilling Inc • Drilling oil & gas wells
As used in this Agreement, a “Change of Control of the Company” shall be deemed to have occurred if and only if after the Date of Grant specified above any person or group of affiliated persons, other than the current stockholders of the Company or their affiliates, is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities.
SIXTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • July 31st, 2008 • Union Drilling Inc • Drilling oil & gas wells • New York
THIS SIXTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”) is made and entered into effective as of the 29th day of July, 2008 (the “Effective Date”) and effective as of June 30, 2008 with respect to Section 2.08 hereof, by and among UNION DRILLING, INC., a corporation organized under the laws of the State of Delaware (“Union Drilling” and/or “Borrower”), PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for the financial institutions (collectively “Lenders” and each a “Lender”), which are now or which hereafter become a party to the Credit Agreement (defined below) (PNC, in such capacity, “Agent”), and Lenders.
Joint Filing AgreementJoint Filing Agreement • February 16th, 2010 • Union Drilling Inc • Drilling oil & gas wells
This Schedule may be executed in two or more counterparts, any one of which need not contain the signature of more than one party, but all such parties taken together will constitute part of this Schedule.
AGREEMENT AND PLAN OF MERGER dated as of September 24, 2012Merger Agreement • September 28th, 2012 • Union Drilling Inc • Drilling oil & gas wells • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of September 24, 2012 among Union Drilling, Inc., a Delaware corporation (the “Company”), Sidewinder Drilling Inc., a Delaware corporation (“Parent”), and Fastball Acquisition Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).
