HERCULES OFFSHORE, INC. as Issuer, The GUARANTORS named herein and U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of March 26, 2014 6.750% Senior Notes due 2022Indenture • March 31st, 2014 • Hercules Offshore, Inc. • Drilling oil & gas wells • New York
INDENTURE, dated as of March 26, 2014, among Hercules Offshore, Inc., a Delaware corporation (the “Issuer”), each of the Guarantors (as defined herein) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
Rights Agreement Dated as of October 31, 2005Rights Agreement • November 1st, 2005 • Hercules Offshore, Inc. • Drilling oil & gas wells • Delaware
This Rights Agreement, dated as of October 31, 2005 (the “Agreement”), is between Hercules Offshore, LLC, a Delaware limited liability company to be converted into a Delaware corporation named “Hercules Offshore, Inc.” (the “Company”), and American Stock Transfer & Trust Company (the “Rights Agent”).
CREDIT AGREEMENT dated as of July 11, 2007, among HERCULES OFFSHORE, INC., as Borrower, THE SUBSIDIARIES PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO, UBS SECURITIES LLC, as Arranger and Bookmanager, UBS AG, STAMFORD BRANCH, as Issuing Bank,...Credit Agreement • July 17th, 2007 • Hercules Offshore, Inc. • Drilling oil & gas wells • New York
This CREDIT AGREEMENT (this “Agreement”) dated as of July 11, 2007, among HERCULES OFFSHORE, INC., a Delaware corporation (“Borrower”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, UBS SECURITIES LLC, as lead arranger (in such capacity, “Arranger”), DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH and JEFFERIES FINANCE LLC, as co-documentation agents (in such capacity, each a “Co-Documentation Agent” and collectively, the “Co-Documentation Agents”), AMEGY BANK NATIONAL ASSOCIATION and COMERICA BANK, as co-syndication agents (in such capacity, each a “Co-Syndication Agent” and collectively, the “Co-Syndication Agents”), UBS LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline Lender”), and UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, “Issuing Bank”), as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent an
HERCULES OFFSHORE, INC. COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • November 1st, 2005 • Hercules Offshore, Inc. • Drilling oil & gas wells • New York
REGISTRATION RIGHTS AGREEMENT Dated as of October 20, 2009 By and Among Hercules Offshore, Inc., the Guarantors named herein and UBS SECURITIES LLC, BANC OF AMERICA SECURITIES LLC, DEUTSCHE BANK SECURITIES INC., MORGAN STANLEY & CO. INCORPORATED,...Registration Rights Agreement • October 26th, 2009 • Hercules Offshore, Inc. • Drilling oil & gas wells • New York
This Registration Rights Agreement (this “Agreement”) is dated as of October 20, 2009, by and among Hercules Offshore, Inc. a Delaware corporation (the “Company”), and each of the Guarantors (as defined herein) (the Company and the Guarantors are referred to collectively herein as the “Issuers”), on the one hand, and UBS Securities LLC, Banc of America Securities LLC, Deutsche Bank Securities Inc. and Morgan Stanley & Co. Incorporated (the “Representatives”) and Capital One Southcoast, Inc., Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., Mizuho Securities USA Inc., Comerica Securities, Inc., Fortis Securities LLC and Natixis Bleichroeder Inc. (together with the Representatives, the “Initial Purchasers”), on the other hand.
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 2nd, 2012 • Hercules Offshore, Inc. • Drilling oil & gas wells • Texas
This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of February 28, 2012 (the “Effective Date”) by and between Hercules Offshore, Inc., a Delaware corporation (the “Company”), and Terrell L. Carr (the “Executive”).
WARRANT AGREEMENT dated as of November 6, 2015 between HERCULES OFFSHORE, INC. (as Reorganized) and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Warrant AgentWarrant Agreement • November 6th, 2015 • Hercules Offshore, Inc. • Drilling oil & gas wells • New York
Warrant Agreement (as it may be amended from time to time, this “Warrant Agreement”), dated as of November 6, 2015, between Hercules Offshore, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York State chartered limited purpose trust company (the “Warrant Agent”).
RESTRICTED STOCK AGREEMENT FOR OFFICERS HERCULES OFFSHORERestricted Stock Agreement • March 2nd, 2012 • Hercules Offshore, Inc. • Drilling oil & gas wells • Delaware
This Restricted Stock Agreement (the “Agreement”) is made and entered into by and between Hercules Offshore, Inc., a Delaware corporation (the “Company”), and Participant Name (the “Participant”) as of Grant Date (the “Date of Grant”).
HERCULES OFFSHORE, INC. as Issuer, The GUARANTORS named herein and U.S. BANK NATIONAL ASSOCIATION as Trustee and Collateral Agent INDENTURE Dated as of October 20, 2009 10.50% Senior Secured Notes due 2017Indenture • October 26th, 2009 • Hercules Offshore, Inc. • Drilling oil & gas wells • New York
INDENTURE, dated as of October 20, 2009, among Hercules Offshore, Inc., a Delaware corporation (the “Issuer”), each of the GUARANTORS (as defined herein) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”) and as collateral agent (the “Collateral Agent”).
EMPLOYMENT AGREEMENT THOMAS E. HORDEmployment Agreement • July 8th, 2005 • Hercules Offshore, LLC
This Employment Agreement (this “Agreement”), effective January 1, 2005 (“Effective Date”), is by and between Hercules Drilling Company, LLC, d/b/a Hercules Drilling Company, a Delaware limited liability company (the “Company”), with its principal place of business at 2929 Briarpark Drive, Suite 400, Houston, Texas 77042 and Thomas E. Hord, residing at 104 Bayou Lane, Kemah, Texas 77565 (“Executive”).
Hercules Offshore, Inc. $300,000,000 6.750% Senior Notes due 2022 PURCHASE AGREEMENTPurchase Agreement • March 18th, 2014 • Hercules Offshore, Inc. • Drilling oil & gas wells • New York
Hercules Offshore, Inc., a Delaware corporation (the “Company”) and each of the Guarantors (as defined herein) agree with you as follows:
HERCULES OFFSHORE, INC. COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • April 11th, 2006 • Hercules Offshore, Inc. • Drilling oil & gas wells • New York
CREDIT AGREEMENT dated as of November 6, 2015, among HERCULES OFFSHORE, INC., as Borrower, THE SUBSIDIARIES PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO, and JEFFERIES FINANCE LLC, as the Administrative Agent and the Collateral AgentCredit Agreement • November 6th, 2015 • Hercules Offshore, Inc. • Drilling oil & gas wells • New York
This CREDIT AGREEMENT (this “Agreement”) dated as of November 6, 2015, among HERCULES OFFSHORE, INC., a Delaware corporation (“Borrower”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, and Jefferies Finance LLC, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties.
RESTRUCTURING SUPPORT AGREEMENT by and among HERCULES OFFSHORE, INC. AND ITS SUBSIDIARIES PARTY HERETO and THE UNDERSIGNED CREDITOR PARTIES dated as of May 26, 2016Restructuring Support Agreement • May 27th, 2016 • Hercules Offshore, Inc. • Drilling oil & gas wells • New York
This RESTRUCTURING SUPPORT AGREEMENT (as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof and including all exhibits annexed hereto which are incorporated by reference herein, this “Agreement”), dated as of May 26, 2016, is entered into by and among (x) Hercules Offshore, Inc., a Delaware corporation (“HERO”), and each of the undersigned direct and indirect subsidiaries of HERO (the “Subsidiaries,” and together with HERO, the “HERO Entities”) and (y) each of the undersigned parties, severally and not jointly (each, together with their respective successors and permitted assigns and any subsequent holder of First Lien Claims (as defined below) that becomes party hereto in accordance with the terms hereof, collectively, an “Ad Hoc Group Member” and collectively, the “Ad Hoc Group”) who are holders of (i) First Lien Claims, and (ii) in certain cases, common shares issued by HERO (the “HERO Common Stock”). Each of the HERO Entities and
VESSEL PURCHASE AGREEMENT by and between C.S. LIFTBOATS, INC. and HERCULES OFFSHORE, LLCVessel Purchase Agreement • September 22nd, 2005 • Hercules Offshore, LLC • Drilling oil & gas wells • Louisiana
THIS VESSEL PURCHASE AGREEMENT (this “Agreement”), dated as of August 4, 2005, is entered into by and between C.S. Liftboats, Inc., a Louisiana corporation (the “Seller”), whose principle place of business is 13933 Pumping Plant Road, Abbeville, Louisiana 70510, and Hercules Offshore, LLC., a Delaware limited liability company, (the “Buyer”), whose principle place of business is 2929 Briarpark Drive, Suite 435, Houston, Texas, 77042 (each of the Buyer and the Seller, being referred to individually as a “Party” and collectively as the “Parties”).
RIG SALE AGREEMENTRig Sale Agreement • August 22nd, 2005 • Hercules Offshore, LLC • Drilling oil & gas wells • Texas
This Rig Sale Agreement (the “Agreement”) is entered into as of the 13th day of May, 2005 by and between Transocean Offshore Deepwater Drilling Inc., a Delaware corporation (“Seller”), and Hercules Offshore LLC, a Delaware limited liability company (“Buyer”).
ASSET PURCHASE AGREEMENT BY AND AMONG HERCULES INTERNATIONAL HOLDINGS LTD., HALLIBURTON WEST AFRICA LTD. AND HALLIBURTON ENERGY SERVICES NIGERIA LIMITED AUGUST 23, 2006Asset Purchase Agreement • November 7th, 2006 • Hercules Offshore, Inc. • Drilling oil & gas wells • Texas
This Asset Purchase Agreement (this “Agreement”) is made as of August 23, 2006, by and among Hercules International Holdings, Ltd., a Cayman limited company (“Buyer”), Halliburton West Africa Ltd., a Cayman limited company] (“HWAL”), and Halliburton Energy Services Nigeria Limited, a Nigerian corporation (“HESNL” and together with HWAL, “Seller”). Buyer and Seller may be referred to herein individually as a “Party,” and collectively as the “Parties.” Except as otherwise provided herein, capitalized terms used herein shall have the meanings specified in Article X.
PHANTOM STOCK AND CASH AWARD AGREEMENT HERCULES OFFSHORE 2004 LONG-TERM INCENTIVE PLANPhantom Stock and Cash Award Agreement • April 23rd, 2014 • Hercules Offshore, Inc. • Drilling oil & gas wells • Delaware
This Phantom Stock and Cash Award Agreement (“Agreement”) is made and entered into by and between Hercules Offshore, Inc., a Delaware corporation (the “Company”), and John T. Rynd (the “Participant”) as of February 19, 2014 (the “Date of Grant”), pursuant to the Amended and Restated Hercules Offshore 2004 Long-Term Incentive Plan (the “Plan”), the terms of which are hereby incorporated by reference. All capitalized terms in this Agreement shall have the meanings ascribed to them in the Plan unless otherwise defined in this Agreement or in the glossary to this Agreement.
Hercules Offshore, Inc. $300,000,000 10.50% Senior Secured Notes due 2017 PURCHASE AGREEMENTPurchase Agreement • October 14th, 2009 • Hercules Offshore, Inc. • Drilling oil & gas wells • New York
This Registration Rights Agreement (this “Agreement”) is dated as of October [___], 2009, by and among Hercules Offshore, Inc. a Delaware corporation (the “Company”), and each of the Guarantors (as defined herein) (the Company and the Guarantors are referred to collectively herein as the “Issuers”), on the one hand, and UBS Securities LLC, Banc of America Securities LLC, Deutsche Bank Securities Inc. and Morgan Stanley & Co. Incorporated (the “Representatives”) and Capital One Southcoast, Inc., Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., Mizuho Securities USA Inc., Comerica Securities, Inc., Fortis Securities LLC and Natixis Bleichroeder Inc. (together with the Representatives, the “Initial Purchasers”), on the other hand.
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • February 15th, 2008 • Hercules Offshore, Inc. • Drilling oil & gas wells • Delaware
THIS AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”), dated as of February 1, 2008, is entered into by and between Hercules Offshore, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, as rights agent (the “Rights Agent”), pursuant to Section 27 of the Rights Agreement, dated as of October 31, 2005 (the “Rights Agreement”), between the Company and the Rights Agent.
PHANTOM STOCK AGREEMENT HERCULES OFFSHOREPhantom Stock Agreement • July 27th, 2012 • Hercules Offshore, Inc. • Drilling oil & gas wells • Delaware
This Phantom Stock Agreement (“Agreement”) is made and entered into by and between Hercules Offshore, Inc., a Delaware corporation (the “Company”), and [PARTICIPANT NAME] (the “Participant”) as of [GRANT DATE] (the “Date of Grant”), pursuant to the Amended and Restated Hercules Offshore 2004 Long-Term Incentive Plan (the “Plan”), the terms of which are hereby incorporated by reference. All capitalized terms in this Agreement shall have the meanings ascribed to them in the Plan unless otherwise defined in this Agreement or in the glossary to this Agreement.
PERFORMANCE AWARD AGREEMENTPerformance Award Agreement • July 23rd, 2015 • Hercules Offshore, Inc. • Drilling oil & gas wells • Delaware
This Performance Award Agreement (this “Agreement”) is made and entered into by and between Hercules Offshore, Inc., a Delaware corporation (the “Company”), and [•] (the “Participant”) as of [•], 2015 (the “Date of Grant”).
Dated 26 May 2016 HERCULES BRITISH OFFSHORE LIMITED as Existing Contractor MAERSK OIL NORTH SEA UK LIMITED as Operator and MAERSK HIGHLANDER UK LIMITED as New Contractor Novation and amendment agreement in respect of CONTRACT NO 173756 for the...Novation and Amendment Agreement • May 27th, 2016 • Hercules Offshore, Inc. • Drilling oil & gas wells
EARNOUT AGREEMENTEarnout Agreement • November 13th, 2006 • Hercules Offshore, Inc. • Drilling oil & gas wells • Texas
This Earnout Agreement (“Agreement”) is entered into this 7th day of November, 2006, by and among Halliburton West Africa, Ltd., a Cayman limited company (“HWAL”), Halliburton Energy Services Nigeria Limited, a Nigerian corporation (“HESNL” and together with HWAL, “Seller”) and Hercules Oilfield Services Ltd., a Cayman limited company (“Buyer”).
VESSEL PURCHASE AGREEMENT between SUPERIOR ENERGY SERVICES, L.L.C. and HERCULES OFFSHORE LLC Dated as of May 19, 2005Vessel Purchase Agreement • August 22nd, 2005 • Hercules Offshore, LLC • Drilling oil & gas wells • Louisiana
This VESSEL PURCHASE AGREEMENT (this “Agreement”), dated as of May 19, 2005, is by and between Superior Energy Services, L.L.C., a Louisiana limited liability company (“Superior”), and Hercules Offshore LLC, a Delaware limited liability company (“Hercules”).
VOTING AGREEMENTVoting Agreement • June 1st, 2007 • Hercules Offshore, Inc. • Drilling oil & gas wells • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of June , 2007, is by and between TODCO, a Delaware corporation (“TODCO”), and the undersigned holder (the “Affiliate”) of shares or options to acquire shares of common stock of Hercules Offshore, Inc., a Delaware corporation (“Hercules”). Capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Merger Agreement referenced below.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 8th, 2006 • Hercules Offshore, Inc. • Drilling oil & gas wells • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of July 8, 2005 by and among Hercules Offshore, LLC, a Delaware limited liability company (the “Company”), and each of the holders listed on the signature page hereto.
EMPLOYMENT AGREEMENT RANDAL REEDEmployment Agreement • May 5th, 2006 • Hercules Offshore, Inc. • Drilling oil & gas wells
This Employment Agreement (this “Agreement”), dated effective as of May 4, 2006 (the Effective Date”), is by and between Hercules Offshore, Inc, a Delaware corporation (the “Company”), with its principal place of business at 11 Greenway Plaza, Suite 2950 Houston, Texas 77046 and Randal Reed, (“Executive”).
AMENDED AND RESTATED FORBEARANCE AGREEMENTForbearance Agreement • May 27th, 2016 • Hercules Offshore, Inc. • Drilling oil & gas wells • New York
This Amended and Restated Forbearance Agreement (this “Agreement”) is entered into as of May 26, 2016, by and among Hercules Offshore, Inc., a Delaware corporation (the “Borrower”), the Subsidiary Guarantors, Jefferies Finance LLC, as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”) and the Lenders signatory hereto. Any capitalized terms not specifically defined herein will have the meaning ascribed to them in the Credit Agreement.
PHANTOM STOCK AGREEMENT HERCULES OFFSHORE 2004 LONG-TERM INCENTIVE PLANPhantom Stock Agreement • April 23rd, 2014 • Hercules Offshore, Inc. • Drilling oil & gas wells • Delaware
This Phantom Stock Agreement (“Agreement”) is made and entered into by and between Hercules Offshore, Inc., a Delaware corporation (the “Company”), and <PARTICIPANT NAME> (the “Participant”) as of <GRANT DATE> (the “Date of Grant”), pursuant to the Amended and Restated Hercules Offshore 2004 Long-Term Incentive Plan (the “Plan”), the terms of which are hereby incorporated by reference. All capitalized terms in this Agreement shall have the meanings ascribed to them in the Plan unless otherwise defined in this Agreement or in the glossary to this Agreement.
SEPARATION AGREEMENT AND RELEASESeparation Agreement • June 23rd, 2008 • Hercules Offshore, Inc. • Drilling oil & gas wells • Texas
This Separation Agreement and Release (“Separation Agreement”) is entered into as of June 20, 2008, by and between Randall D. Stilley (“Executive” or “you”) and Hercules Offshore, Inc. (the “Company”), and confirms the agreement that has been reached with you in connection with your resignation from the Company.
PERFORMANCE AWARD AGREEMENT HERCULES OFFSHORE 2004 LONG-TERM INCENTIVE PLANPerformance Award Agreement • March 10th, 2011 • Hercules Offshore, Inc. • Drilling oil & gas wells • Delaware
This Performance Award Agreement (the “Agreement”) is made and entered into by and between Hercules Offshore, Inc., a Delaware corporation (the “Company”), and John T. Rynd (the “Participant”) as of January 1, 2011 (the “Grant Date”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • December 2nd, 2016 • Hercules Offshore, Inc. • Drilling oil & gas wells • London
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into effective as of this 2nd day of December, 2016, by and between Hercules British Offshore Limited, a company organized under the laws of England and Wales, with its registered office at Ince & Co LLP, Aldgate Tower, 2 Leman Street, London, England E1 8QN (“Seller”), and Magni Drilling Limited, a company incorporated in Bermuda, with its office at Mintflower Place, 4th Floor, 8 Par-la-Ville Road, Hamilton, Bermuda HM08 (“Buyer”). Buyer and Seller may be referred to herein individually as a “Party” and collectively as the “Parties”. For purposes of this Agreement, the term “Affiliates” shall mean with respect to either Party hereto, any other company or legal entity which (i) is owned or controlled by such Party, (ii) owns or controls such Party, or (iii) is under common ownership or control of such Party.
INCREASE JOINDERIncrease Joinder • April 30th, 2008 • Hercules Offshore, Inc. • Drilling oil & gas wells
This INCREASE JOINDER, dated as of April 28, 2008 (the “Increase Joinder”), is made pursuant to the Credit Agreement referred to below (capitalized terms used herein which are not defined herein and which are defined in such Credit Agreement shall have the same meanings as therein defined), among HERCULES OFFSHORE, INC. (the “Borrower”), the Subsidiary Guarantors, each Incremental Revolving Lender (as defined below), and UBS AG, STAMFORD BRANCH, as Administrative Agent for the Lenders.
PERFORMANCE AWARD AGREEMENT HERCULES OFFSHORE 2004 LONG-TERM INCENTIVE PLANPerformance Award Agreement • March 10th, 2011 • Hercules Offshore, Inc. • Drilling oil & gas wells • Delaware
This Performance Award Agreement (the “Agreement”) is made and entered into by and between Hercules Offshore, Inc., a Delaware corporation (the “Company”), and John T. Rynd (the “Participant”) as of January 1, 2011 (the “Grant Date”).
