1- 3 I. All things necessary to authorize the execution and delivery of this First Supplemental Indenture, to effect the modifications of the Original Indenture provided for in this First Supplemental Indenture, and to make the Original Indenture, as...First Supplemental Indenture • September 24th, 1997 • Cliffs Drilling Co • Drilling oil & gas wells • New York
ARTICLE I.Credit Agreement • March 4th, 1996 • Cliffs Drilling Co • Drilling oil & gas wells • New York
amongMerger Agreement • November 9th, 2000 • Cliffs Drilling Co • Drilling oil & gas wells • Delaware
EXHIBIT 10.16 TERMINATION AGREEMENT This Termination Agreement (the "Agreement"), entered into and effective as of July 31, 1999 (the "Effective Date"), is between Douglas E. Swanson ("Swanson") and Cliffs Drilling Company ("CDC"). In consideration of...Termination Agreement • March 30th, 2000 • Cliffs Drilling Co • Drilling oil & gas wells
AGREEMENTAgreement • August 11th, 1999 • Cliffs Drilling Co • Drilling oil & gas wells
NAMED HEREIN andSecond Supplemental Indenture • March 6th, 1998 • Cliffs Drilling Co • Drilling oil & gas wells • New York
EXHIBIT 10.29 R&B FALCON CORPORATION STOCK OPTION AGREEMENT This Stock Option Agreement ("Agreement") is made between R&B Falcon Corporation, a Delaware corporation ("Company"), and ____________________ ("Optionee") as of December 1, 1998 (the...Stock Option Agreement • August 11th, 1999 • Cliffs Drilling Co • Drilling oil & gas wells
1 EXHIBIT 10.21 EMPLOYMENT AGREEMENT This Agreement is entered into between Cliffs Drilling Company, a Delaware corporation (the "Company"), and Douglas E. Swanson (the "Executive") on the 1st day of December, 1998. The Company has determined that it...Employment Agreement • March 26th, 1999 • Cliffs Drilling Co • Drilling oil & gas wells • Texas
REGISTRATION RIGHTS AGREEMENT -1-Registration Rights Agreement • September 24th, 1997 • Cliffs Drilling Co • Drilling oil & gas wells • New York
NAMED HEREIN andThird Supplemental Indenture • September 24th, 1997 • Cliffs Drilling Co • Drilling oil & gas wells • New York
1 EXHIBIT 4.3.1 AMENDMENT NO. 1 TO RIGHTS AGREEMENT THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this "Amendment") is entered into as of August 20, 1998 by and between CLIFFS DRILLING COMPANY, a Delaware corporation (the "Company"), and HARRIS TRUST AND...Rights Agreement • August 28th, 1998 • Cliffs Drilling Co • Drilling oil & gas wells
EXHIBIT 10.23 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of December 1, 1998, between CLIFFS DRILLING COMPANY, a Delaware corporation (the "Company"), and Edward A. Guthrie (the "Executive"). R&B Falcon Corporation ("Parent") has acquired the...Employment Agreement • March 26th, 1999 • Cliffs Drilling Co • Drilling oil & gas wells • Texas
1 EXHIBIT 4.9 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT is dated as of December 29, 1997 (this "Agreement"), by and among CLIFFS DRILLING COMPANY, a Delaware corporation (the "Company"), and WELL SERVICES (MARINE) LTD., a...Registration Rights Agreement • January 13th, 1998 • Cliffs Drilling Co • Drilling oil & gas wells • Texas
Named Herein andFourth Supplemental Indenture • March 6th, 1998 • Cliffs Drilling Co • Drilling oil & gas wells • New York
1 EXHIBIT 2.3.1 AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT This AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT (the "Amendment") is made and entered into as of this 24th day of January, 1997, by and between DELAVNEY-GESTAO E CONSULTADORIA LDA., a...Stock Purchase Agreement • March 6th, 1997 • Cliffs Drilling Co • Drilling oil & gas wells
1 EXHIBIT 2.3.2 AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT This AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT (the "Amendment") is made and entered into as of this 24th day of April, 1997, by and between DELAVNEY-GESTAO E CONSULTADORIA LDA., a...Stock Purchase Agreement • May 8th, 1997 • Cliffs Drilling Co • Drilling oil & gas wells
ARTICLE I.Credit Agreement • March 4th, 1996 • Cliffs Drilling Co • Drilling oil & gas wells • New York
NAMED HEREIN andIndenture • September 24th, 1997 • Cliffs Drilling Co • Drilling oil & gas wells • New York
and HARRIS TRUST AND SAVINGS BANK Rights AgentRights Agreement • June 6th, 1997 • Cliffs Drilling Co • Drilling oil & gas wells • Delaware
1 EXHIBIT 10.25 CLIFFS DRILLING COMPANY Non-Qualified Stock Option Agreement WHEREAS, ___________________, (hereinafter called the "Optionee") is an officer or other key employee of Cliffs Drilling Company (hereinafter called the "Company"); and...Non-Qualified Stock Option Agreement • August 14th, 1998 • Cliffs Drilling Co • Drilling oil & gas wells
1 EXHIBIT 2.3 STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 6th, 1997 • Cliffs Drilling Co • Drilling oil & gas wells
EXECUTION LIMITED WAIVER AND CONSENT AND AMENDMENT NO. 1 TO CREDIT AGREEMENT AND PROMISSORY NOTE RECITALS: Reference is made to that certain Third Restated Credit Agreement dated as of July 29, 1998 (as heretofore amended or supplemented, the...Credit Agreement and Promissory Note • August 11th, 1999 • Cliffs Drilling Co • Drilling oil & gas wells
EXHIBIT 10.23.1 TERMINATION AGREEMENT This Termination Agreement (the "Agreement"), entered into and effective as of May 31, 1999 (the "Effective Date"), is between Edward A. Guthrie ("Guthrie") and Cliffs Drilling Company ("Cliffs"). Guthrie and...Termination Agreement • August 11th, 1999 • Cliffs Drilling Co • Drilling oil & gas wells
AMONGMerger Agreement • August 28th, 1998 • Cliffs Drilling Co • Drilling oil & gas wells • Delaware
1 EXHIBIT 2.4 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 13th, 1998 • Cliffs Drilling Co • Drilling oil & gas wells
EXHIBIT 10.28 R&B FALCON CORPORATION 1998 ACQUISITION OPTION PLAN 1. Purpose. Reference is made to the Agreement and Plan of Merger dated as of August 21, 1998 (the "Merger Agreement"), among R&B Falcon Corporation (the "Company"), RBF Cliffs...1998 Acquisition Option Plan • August 11th, 1999 • Cliffs Drilling Co • Drilling oil & gas wells • Delaware
ARTICLE IRig Management Agreement • August 11th, 1999 • Cliffs Drilling Co • Drilling oil & gas wells • Texas
AMENDMENT NO. 3 TO CLIFFS DRILLING COMPANY COMPENSATION DEFERRAL PLAN THIS AGREEMENT by Cliffs Drilling Company, a Delaware Corporation (the "Sponsor"),Compensation Deferral Plan Amendment • March 26th, 1999 • Cliffs Drilling Co • Drilling oil & gas wells
2- 3 (i) By deleting all reference in the Venture Agreement to "Viking Trinidad Limited", "Viking", "Viking Supply Ships, A.S.", and "Viking Supply" and replacing such names in each case with "Cliffs Drilling Trinidad Limited" or "Cliffs", as...Purchase and Sale and Joint Venture Amendment Agreement • March 6th, 1998 • Cliffs Drilling Co • Drilling oil & gas wells • Tobago
1 EXHIBIT 10.13.5 THIRD RESTATED CREDIT AGREEMENT CLIFFS DRILLING COMPANY,Credit Agreement • August 14th, 1998 • Cliffs Drilling Co • Drilling oil & gas wells • New York
1 EXHIBIT 10.22 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of December 1, 1998, between CLIFFS DRILLING COMPANY, a Delaware corporation (the "Company"), and Charles M. McCall (the "Executive"). R&B Falcon Corporation ("Parent") has acquired...Employment Agreement • March 26th, 1999 • Cliffs Drilling Co • Drilling oil & gas wells • Texas
1 EXHIBIT 10.26 CLIFFS DRILLING COMPANY Non-Qualified Stock Option Agreement WHEREAS, _______________, (hereinafter called the "Optionee") is a director of Cliffs Drilling Company (hereinafter called the "Company"); and WHEREAS, the Board of Directors...Non-Qualified Stock Option Agreement • August 14th, 1998 • Cliffs Drilling Co • Drilling oil & gas wells
