EXHIBIT 10.9 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") by and among TODCO, a Delaware corporation ("TODCO"), TODCO Management Services, LLC., a wholly owned subsidiary of TODCO (the "Company"), and David J. Crowley (the...Employment Agreement • September 12th, 2003 • Todco • Drilling oil & gas wells • Texas
] SHARES TODCOUnderwriting Agreement • December 15th, 2004 • Todco • Drilling oil & gas wells • New York
EXHIBIT 10.5 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of ____________________, 2003, between Transocean Inc., a company organized under the laws of the Cayman Islands ("Transocean"), and TODCO, a...Registration Rights Agreement • September 12th, 2003 • Todco • Drilling oil & gas wells • Texas
TODCOIndemnification Agreement • September 12th, 2003 • Todco • Drilling oil & gas wells • Delaware
TODCO ANDRights Agreement • March 17th, 2004 • Todco • Drilling oil & gas wells • New York
EXHIBIT 10.4 TAX SHARING AGREEMENTTax Sharing Agreement • December 15th, 2003 • Todco • Drilling oil & gas wells
] SHARES TODCOUnderwriting Agreement • September 9th, 2004 • Todco • Drilling oil & gas wells • New York
ARTICLE I DEFINITIONSTransition Services Agreement • February 12th, 2003 • Todco • Drilling oil & gas wells • Texas
EXHIBIT 10.10 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT (this "Amendment") entered into by and among TODCO (formerly known as R&B Falcon Corporation), a Delaware corporation, TODCO Management Services, LLC (formerly known as R&B...Employment Agreement • December 15th, 2003 • Todco • Drilling oil & gas wells
EXHIBIT 10.17 SECOND AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT This Second Amendment ("Amendment") to the Registration Rights Agreement dated as of February 4, 2004 between Transocean Inc., a company organized under the laws of the Cayman Islands...Registration Rights Agreement • November 22nd, 2004 • Todco • Drilling oil & gas wells • Texas
EXHIBIT 10.3 EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • December 15th, 2003 • Todco • Drilling oil & gas wells • Texas
PERIOD BEGINNING NUMBER OF SHARES PURCHASABLE ------------------------------------------------------------------- ______________, 2004 ______________, 2005 ______________, 2006Nonqualified Stock Option Agreement • February 10th, 2004 • Todco • Drilling oil & gas wells
EXHIBIT 10.1 MASTER SEPARATION AGREEMENTMaster Separation Agreement • February 3rd, 2004 • Todco • Drilling oil & gas wells • Texas
BETWEENTax Sharing Agreement • February 12th, 2003 • Todco • Drilling oil & gas wells
EXHIBIT 10.5 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of ____________________, 2004, between Transocean Inc., a company organized under the laws of the Cayman Islands ("Transocean"), and TODCO, a...Registration Rights Agreement • February 3rd, 2004 • Todco • Drilling oil & gas wells • Texas
TODCO 12,000,000 Shares* Class A Common Stock (Par Value $0.01 Per Share) Underwriting AgreementUnderwriting Agreement • May 17th, 2005 • Todco • Drilling oil & gas wells • New York
Transocean Inc., a Cayman Islands company (the “Selling Stockholder”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 12,000,000 shares of the Class A common stock (par value $0.01 per share) (the “Firm Shares”) of TODCO, a Delaware corporation (the “Company”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 22nd, 2007 • Todco • Drilling oil & gas wells • New York
FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of March 18, 2007, among TODCO, a Delaware corporation (the “Borrower”), the Lenders party thereto from time to time, and NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent under the Security Documents. Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.
OMNIBUS CREDIT AND GUARANTY AGREEMENT DATED AS OF DECEMBER 30, 2003Omnibus Credit and Guaranty Agreement • January 21st, 2004 • Todco • Drilling oil & gas wells • New York
EXHIBIT 10.9 REVOLVING CREDIT AND NOTE PURCHASE AGREEMENT DATED AS OF DECEMBER 20, 2001 AMONG DELTA TOWING, LLC AS THE BORROWER, R&B FALCON DRILLING USA, INC. AS RBF NOTEHOLDER AND BETA MARINE SERVICES, L.L.C. AS BETA NOTEHOLDER TABLE OF CONTENTSRevolving Credit and Note Purchase Agreement • December 18th, 2002 • Todco • Texas
AMENDED AND RESTATED TAX SHARING AGREEMENT BETWEEN TRANSOCEAN HOLDINGS INC. AND TODCOTax Sharing Agreement • November 30th, 2006 • Todco • Drilling oil & gas wells
For Tax Year 2008, TODCO utilizes on its Tax Return $300x of Pre-IPO net operating loss carryovers: $100x from Tax Year 2000, $150x from Tax Year 2001, and $50x from Tax Year 2002.
EXHIBIT 4.8 [TODCO LETTERHEAD] [INSERT NAME] [INSERT ADDRESS] Dear _________: Effective as of ____________ (the "Award Date"), TODCO (the "Company") hereby grants to you ________ restricted shares ("Restricted Stock") of the Company's Class A Common...Restricted Stock Award Agreement • February 10th, 2004 • Todco • Drilling oil & gas wells
Effective as of ____________ (the "Award Date"), TODCO (the "Company") hereby grants to you ________ restricted shares ("Restricted Stock") of the Company's Class A Common Stock ("Common Stock") in accordance with the TODCO Long-Term Incentive Plan (the "Plan"). Your award is more fully described in the attached Appendix A, Terms and Conditions of Employee Restricted Stock Award.
EXHIBIT 10.16 SERVICE AND SECONDMENT AGREEMENT This Agreement, entered into as of the 26 day of July , 2004, by and between Transocean Offshore International Ventures Ltd. with offices at Manor Lodge Complex Building #1, Suite #2 Lodge Hill, St....Service and Secondment Agreement • September 9th, 2004 • Todco • Drilling oil & gas wells • Texas
CREDIT AGREEMENT among TODCO, VARIOUS LENDERS and NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as Administrative Agent and Collateral Agent Dated as of December 29, 2005 NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as Lead Arranger and Book RunnerCredit Agreement • January 5th, 2006 • Todco • Drilling oil & gas wells • New York
CREDIT AGREEMENT, dated as of December 29, 2005, among TODCO, a Delaware corporation (the “Borrower”), the Lenders party hereto from time to time, and NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent under the Security Documents (in such capacity, the “Collateral Agent”). All capitalized terms used herein and defined in Section 11 are used herein as therein defined.
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND AMONG HERCULES OFFSHORE, INC. (“PARENT”), TODCO (“COMPANY”) AND THE HERCULES OFFSHORE DRILLING COMPANY LLC (“MERGER SUB”) Effective as of March 18, 2007Agreement and Plan of Merger • March 22nd, 2007 • Todco • Drilling oil & gas wells • Delaware
This Amended and Restated Agreement and Plan of Merger (as amended, supplemented or modified from time to time, this “Agreement”) is dated effective as of March 18, 2007, by and among HERCULES OFFSHORE, INC., a Delaware corporation (“Parent”), THE HERCULES OFFSHORE DRILLING COMPANY LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Parent (“Merger Sub”), and TODCO, a Delaware corporation (the “Company”).
Amendment No. 1 To Rights AgreementRights Agreement • March 22nd, 2007 • Todco • Drilling oil & gas wells
This Amendment No. 1 to Rights Agreement between TODCO, a Delaware Corporation (the “Company”) and Bank of New York, a New York banking corporation (the “Rights Agent”) is entered into and effective as of this 18th day of March, 2007.
