CHANGE OF CONTROL AGREEMENTChange of Control Agreement • March 29th, 2007 • Tesco Corp • Oil & gas field machinery & equipment • Alberta
WHEREAS the Corporation recognizes the valuable service that the Executive has provided and is continuing to provide to the Corporation and believes that it is reasonable and fair that the Executive receive appropriate treatment in the event of a Change of Control (as hereinafter defined); and
EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2007 • Tesco Corp • Oil & gas field machinery & equipment • Texas
This Employment Agreement (the “Agreement”) is executed January 5, 2007 between Tesco Corporation, a corporation organized under the laws of the Province of Alberta, Canada (hereinafter referred to as “Employer” or the “Company”) and Anthony Tripodo (hereinafter referred to as “Executive”). The Employer and Executive are collectively referred to herein as the “Parties,” and individually referred to as a “Party.”
PREFERRED SUPPLIER AGREEMENTPreferred Supplier Agreement • March 29th, 2007 • Tesco Corp • Oil & gas field machinery & equipment • Alberta
Tesco is the owner of proprietary technology related to and including its patented process of drilling wells using casing (hereinafter Casing Drilling®), and is engaged in the business of providing its proprietary Casing Drilling equipment and associated services on both a sale and a rental basis to purchasers in the oil and gas industry worldwide.
CREDIT AGREEMENT dated as of November 2, 2005 among TESCO US HOLDING LP, as US Borrower, TESCO CORPORATION, as Canadian Borrower, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative AgentCredit Agreement • March 29th, 2007 • Tesco Corp • Oil & gas field machinery & equipment • New York
The Applicable Rate shall be determined in accordance with the foregoing table based on the Leverage Ratio as of the end of each Fiscal Quarter, as calculated for the four most recently ended consecutive Fiscal Quarters of the Parent. Adjustments, if any, to the Applicable Rate shall be effective five Business Days after the Administrative Agent is scheduled to receive the applicable financials under Section 5.01(a) or (b) and certificate under Section 5.01(c). If the Parent fails to deliver the financials to the Administrative Agent at the time required hereunder, then the Applicable Rate shall be set at Level IV until such financials are so delivered. Notwithstanding anything herein to the contrary, the Applicable Rate shall be set at Level III as of the Effective Date hereof.
LEASELease • March 29th, 2007 • Tesco Corp • Oil & gas field machinery & equipment • Texas
THIS LEASE (“Lease”) is entered into as of the 6th day of July, 2006 (the “Effective Date”), by and between NK IV TECH, LTD., a Texas limited partnership (“Landlord”) and TESCO CORPORATION (US), a Deleware corporation (“Tenant”).
RIG PERSONNEL SUPPLY AGREEMENTRig Personnel Supply Agreement • March 29th, 2007 • Tesco Corp • Oil & gas field machinery & equipment • Texas
This Rig Personnel Supply Agreement (the “Agreement”) is made effective as of the day of , 2005 (the “Effective Date”), by and between Turnkey E&P Corporation a Nevada corporation (“TEP”), and Tesco Corporation (US), a Delaware corporation (“Tesco US”).
ASSET PURCHASE AGREEMENT by and among TESCO CORPORATION, LAMB ENERGY SERVICES, L.L.C., TONG SPECIALTY, L.L.C. and the other parties hereto dated November 1, 2005Asset Purchase Agreement • March 29th, 2007 • Tesco Corp • Oil & gas field machinery & equipment • Texas
This ASSET PURCHASE AGREEMENT (this “Agreement”) is dated as of the 1st day of November, 2005, by and among TESCO CORPORATION, an Alberta corporation (the “Purchaser”), LAMB ENERGY SERVICES, L.L.C., a Delaware limited liability company (“Lamb Energy”), TONG SPECIALTY, L.L.C., a Louisiana limited liability company (“Tong Specialty”), LES, INC., a Louisiana corporation (“LES”), Edward Lamb (“Lamb”), Donald Daigle (“Daigle”), Stacey Reaux (“Reaux”) and SESI, L.L.C., a Delaware limited liability company (“SESI”). Each of Lamb Energy and Tong Specialty are referred to herein individually as a “Seller” and collectively as “Sellers.” Each of LES and SESI are referred to herein individually as a “Stockholder” and collectively as “Stockholders.” Each of Lamb, Daigle and Reaux are referred to herein individually as a “Restricted Party” and collectively as the “Restricted Parties.”
Pro Forma OPTION AGREEMENTOption Agreement • March 29th, 2007 • Tesco Corp • Oil & gas field machinery & equipment • Alberta
WHEREAS the Participant is an employee, director, officer or consultant of the Corporation or a subsidiary of the Corporation and has been designated by the Corporation as eligible to participate in the Tesco Stock Option Plan (the “Plan”);
REVISED AND RESTATED ACQUISITION AGREEMENTAcquisition Agreement • March 29th, 2007 • Tesco Corp • Oil & gas field machinery & equipment • Texas
THIS ACQUISITION AGREEMENT, dated as of August 23, 2005 (the “Agreement”), and revised and restated as of November 16, 2005, is by and among Turnkey E&P Inc., an Alberta corporation (“TEP”), Turnkey E&P Corporation, a Nevada Corporation (“TEP US”) Tesco Corporation, an Alberta corporation (“Tesco”), Tesco Corporation (US), a Delaware corporation (“Tesco US”) and Tesco Holding I, LP, a Delaware limited partnership (“Tesco Holding I”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2007 • Tesco Corp • Oil & gas field machinery & equipment
TESCO CORPORATION, a body corporate, having its head office at the City of Calgary, in the Province of Alberta (hereinafter referred to as “Tesco”)
