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.
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”).
SECURITY AGREEMENT By HERCULES OFFSHORE, INC., as Issuer and THE GUARANTORS PARTY HERETO and U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent Dated as of October 20, 2009Security Agreement • October 26th, 2009 • Hercules Offshore, Inc. • Drilling oil & gas wells • New York
This SECURITY AGREEMENT dated as of October 20, 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by HERCULES OFFSHORE, INC., a Delaware corporation (the “Issuer”), and the Guarantors (as defined in the Indenture described below) from to time to time party hereto (the “Guarantors”), as pledgors, assignors and debtors (the Issuer, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of U.S. BANK NATIONAL ASSOCIATION, in its capacity as collateral agent pursuant to the Indenture, as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).
INTERCREDITOR AGREEMENT Dated as of October 20, 2009 Among HERCULES OFFSHORE, INC., THE SUBSIDIARIES PARTY HERETO AS GUARANTORS, UBS AG, STAMFORD BRANCH, as Bank Collateral Agent, as Notes Collateral Agent, and each additional Authorized...Intercreditor Agreement • October 26th, 2009 • Hercules Offshore, Inc. • Drilling oil & gas wells • New York
INTERCREDITOR AGREEMENT (as amended, restated or otherwise modified from time to time, this “Agreement”) dated as of October 20, 2009, among HERCULES OFFSHORE, INC., a Delaware corporation (“Hercules”), each Subsidiary of Hercules listed on the signature pages hereto or which becomes a party hereto (each such Subsidiary, individually a “Subsidiary Guarantor”, and collectively, the “Subsidiary Guarantors”), UBS AG, STAMFORD BRANCH, as Authorized Representative for the Senior Loan Secured Parties (in such capacity and together with its successors in such capacity, the “Bank Collateral Agent”), U.S. BANK NATIONAL ASSOCIATION, as Authorized Representative and Senior Representative for the Notes Secured Parties (in such capacity and together with its successors in such capacity, the “Notes Collateral Agent”), and each additional Senior Representative from time to time party hereto for the Additional Senior Debt Parties of the Series with respect to which it is acting in such capacity.
