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”).
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”).
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
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. COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • November 1st, 2005 • Hercules Offshore, Inc. • Drilling oil & gas wells • New York
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”).
HERCULES OFFSHORE, INC. COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • April 11th, 2006 • Hercules Offshore, Inc. • Drilling oil & gas wells • New York
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. 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”).
HERCULES OFFSHORE, INC. and THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee Indenture Dated as of June 3, 2008 3.375% Convertible Senior Notes due 2038Indenture • June 3rd, 2008 • Hercules Offshore, Inc. • Drilling oil & gas wells • New York
INDENTURE, dated as of June 3, 2008, between Hercules Offshore, Inc., a Delaware corporation (the “Company”), having its principal office at 9 Greenway Plaza, Suite 2200, Houston, Texas 77046 and The Bank of New York Trust Company, National Association, as Trustee (herein called the “Trustee”).
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.
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 AGREEMENTRegistration Rights 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.
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”).
AND CONSULTANTS HERCULES OFFSHORERestricted Stock Agreement for Employees • February 28th, 2007 • 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 [insert participant’s name] (the “Participant”) as of [insert date of agreement] (the “Date of Grant”).
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”).
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 and Release • 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 JOINDERHercules Offshore, Inc. • April 30th, 2008 • 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”).
April 27, 2009Hercules Offshore, Inc. • April 28th, 2009 • Drilling oil & gas wells
The Company appreciates your willingness and offer to modify certain aspects of your compensation arrangement as set forth in the following paragraph of this letter. Please review this proposal and consider it carefully. If you find the proposed modifications acceptable, please signify your agreement by executing this letter in the space provided below.
April 27, 2009Hercules Offshore, Inc. • April 28th, 2009 • Drilling oil & gas wells
The Company appreciates your willingness and offer to modify certain aspects of your compensation arrangement as set forth in the following paragraph of this letter. Please review this proposal and consider it carefully. If you find the proposed modifications acceptable, please signify your agreement by executing this letter in the space provided below.
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”).
November 1, 2010Hercules Offshore, Inc. • March 10th, 2011 • Drilling oil & gas wells
This letter (the “Letter”) will memorialize the Parties’ agreement to extend the term of the Contract and make such other modifications as set forth hereinbelow.
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • December 19th, 2008 • Hercules Offshore, Inc. • Drilling oil & gas wells • Texas
This Separation Agreement and Release (“Separation Agreement”) is entered into by and between Randal R. Reed (“Executive” or “you”) and Hercules Offshore, Inc. (with its affiliates and subsidiaries, including Hercules Liftboat Company LLC, the “Company”), and confirms the agreement that has been reached with you in connection with your resignation from the Company.
PHANTOM STOCK AND CASH AWARD AGREEMENT HERCULES OFFSHOREPhantom Stock and Cash Award Agreement • July 27th, 2012 • 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 [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.
EXPATRIATE EMPLOYMENT AGREEMENTExpatriate Employment Agreement • November 2nd, 2006 • Hercules Offshore, Inc. • Drilling oil & gas wells
This Expatriate Employment Agreement (the “Agreement”) is entered into on November 1, 2006, between Hercules Offshore, Inc. (the “Company”) and Don P. Rodney (“You” or “you”) (together, the “Parties”) with the following terms and conditions.
ASSET PURCHASE AGREEMENT by and between HERCULES ASSETS, LLC and PARKER DRILLING OFFSHORE USA, LLC Dated: November 15, 2004Asset Purchase Agreement • August 22nd, 2005 • Hercules Offshore, LLC • Drilling oil & gas wells • Texas
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of November 15, 2004, by and among HERCULES ASSETS, LLC, a Delaware limited liability company (“Buyer”), and PARKER DRILLING OFFSHORE USA, LLC, an Oklahoma limited liability company (“Seller”). Parker Drilling Company, a Delaware corporation (“Parent”), joins in the execution of this Agreement solely for purposes of Section 11.15 hereof. 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 that meaning specified in Article 10.
