Varco International Inc /De/ Sample Contracts

EXHIBIT 4(g) AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • April 27th, 1998 • Tuboscope Inc /De/ • Oil & gas field services, nec • New York
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as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of December 13, 1996
First Supplemental Indenture • March 31st, 1997 • Tuboscope Vetco International Corp • Oil & gas field services, nec
EXHIBIT 10.3.1 STOCK OPTION AGREEMENT
Stock Option Agreement • March 11th, 2002 • Varco International Inc /De/ • Oil & gas field services, nec • Texas
TUBOSCOPE INC. AS ISSUER,
Indenture • April 27th, 1998 • Tuboscope Inc /De/ • Oil & gas field services, nec • New York
EXHIBIT 99.1 SUBSCRIPTION AGREEMENT
Subscription Agreement • January 16th, 1996 • Tuboscope Vetco International Corp • Oil & gas field services, nec • Delaware
EXHIBIT 10.1 PURCHASE AGREEMENT
Purchase Agreement • July 3rd, 2002 • Varco International Inc /De/ • Oil & gas field services, nec • Texas
AGREEMENT
Stockholder Agreement • June 29th, 1999 • Tuboscope Inc /De/ • Oil & gas field services, nec • Texas
ARTICLE I. DEFINITIONS
Exchange Agreement • March 21st, 1996 • Tuboscope Vetco International Corp • Oil & gas field services, nec • Delaware
BANK ONE, NA,
Credit Agreement • March 11th, 2002 • Varco International Inc /De/ • Oil & gas field services, nec • Texas
EXHIBIT 2.1
Merger Agreement • January 16th, 1996 • Tuboscope Vetco International Corp • Oil & gas field services, nec • Texas
EXHIBIT 99.2 VOTING AGREEMENT SHARES OF D.O.S. LTD. AND AMENDMENT TO STOCKHOLDERS AGREEMENT
Voting Agreement • January 16th, 1996 • Tuboscope Vetco International Corp • Oil & gas field services, nec
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER
Merger Agreement • June 29th, 1999 • Tuboscope Inc /De/ • Oil & gas field services, nec • Delaware
BY AND AMONG
Merger Agreement • March 20th, 1997 • Tuboscope Vetco International Corp • Oil & gas field services, nec • Texas
EXHIBIT 2.2 ADDENDUM NO. 1 --------------
Stock Purchase and Sale Agreement • October 7th, 1996 • Tuboscope Vetco International Corp • Oil & gas field services, nec
and
Rights Agreement • March 9th, 2001 • Varco International Inc /De/ • Oil & gas field services, nec • New York
WITNESSETH:
Termination and Release Agreement • November 15th, 1999 • Tuboscope Inc /De/ • Oil & gas field services, nec
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INTRODUCTION
Reaffirmation of Guaranty • March 31st, 1999 • Tuboscope Inc /De/ • Oil & gas field services, nec • New York
CREDIT AGREEMENT Dated as of June 30, 2004 Among VARCO INTERNATIONAL, INC. as the Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, BANK ONE, NA AND COMERICA BANK, as Co-Syndication Agents, CREDIT SUISSE FIRST BOSTON as...
Credit Agreement • August 5th, 2004 • Varco International Inc /De/ • Oil & gas field services, nec • Texas

This Credit Agreement dated as of June 30, 2004 is among Varco International, Inc., a Delaware corporation, as the Borrower, Wells Fargo Bank, National Association, as Administrative Agent, Bank One, NA and Comerica Bank, as Co-Syndication Agents, Credit Suisse First Boston, acting through its Cayman Islands Branch as Documentation Agent, and the Banks.

RIGHTS AGREEMENT AMENDMENT NO. 1
Rights Agreement • August 12th, 2004 • Varco International Inc /De/ • Oil & gas field services, nec • New York

This Rights Agreement Amendment No. 1 (this “Amendment”), dated as of August 11, 2004, to the Rights Agreement, dated as of November 29, 2000 (the “Rights Agreement”), is between VARCO INTERNATIONAL, INC., a Delaware corporation (the “Company”), and MELLON INVESTOR SERVICES LLC (formerly CHASEMELLON SHAREHOLDER SERVICES, L.L.C.) (the “Rights Agent”).

INTRODUCTION
Amendment No. 1 and Consent and Waiver • March 31st, 1999 • Tuboscope Inc /De/ • Oil & gas field services, nec • New York
AMENDED AND RESTATED EXECUTIVE AGREEMENT
Executive Agreement • May 6th, 2004 • Varco International Inc /De/ • Oil & gas field services, nec • Texas

This Amended and Restated Executive Agreement (this “Agreement”) is made effective as of the 19th day of December 2003 between Varco International, Inc., a Delaware corporation and its subsidiaries (collectively “Varco” or the “Company”) and (the “Executive”).

STOCK OPTION AGREEMENT TERMS AND CONDITIONS (Rev. 2002)
Stock Option Agreement • November 8th, 2002 • Varco International Inc /De/ • Oil & gas field services, nec • Texas

These Terms and Conditions constitute a part of the Stock Option Agreement, dated as of the date set forth on the Signature Page to Stock Option Agreement Terms and Conditions (Rev. 2002) made a part hereof (the “Signature Page”), concerning certain Options granted by Varco International, Inc., a Delaware corporation hereinafter referred to as “Company,” to the employee of the Company (or a Subsidiary of the Company) listed on the Signature Page, hereinafter referred to as “Optionee.” These Terms and Conditions and the Signature Page are collectively referred to as the “Agreement.”

AMENDMENT NO. 1, CONSENT, AND AGREEMENT
Amendment No. 1, Consent, and Agreement • January 26th, 2005 • Varco International Inc /De/ • Oil & gas field services, nec • Texas

This Amendment No. 1, Consent, and Agreement dated as of January 14, 2005 (this “Agreement”) is among Varco International, Inc., a Delaware corporation (the “Borrower”), the lenders party to the Credit Agreement described below (the “Banks”), and Wells Fargo Bank, National Association, as administrative agent for the Banks (the “Administrative Agent”).

AGREEMENT AND PLAN OF MERGER between National-Oilwell, Inc. and Varco International, Inc. August 11, 2004
Merger Agreement • August 12th, 2004 • Varco International Inc /De/ • Oil & gas field services, nec • Delaware

AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of August 11, 2004, by and between National-Oilwell, Inc., a Delaware corporation (“Parent”), and Varco International, Inc., a Delaware corporation (the “Company”).

FIRST AMENDMENT TO THE AGREEMENT OF GEORGE BOYADJIEFF
Employment Agreement • May 6th, 2004 • Varco International Inc /De/ • Oil & gas field services, nec • Texas

This First Amendment (“Amendment”) to the Agreement between Varco International, Inc., a Delaware corporation (“Varco”), and George Boyadjieff (the “Executive”) dated as of November 29, 2002 (the “Agreement”), effective as of December 19, 2003.

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