SEAHAWK DRILLING, INC. and MELLON INVESTOR SERVICES LLC, Rights Agent Rights Agreement Dated as of August 4, 2009Rights Agreement • August 19th, 2009 • Seahawk Drilling, Inc. • Drilling oil & gas wells • New York
This Rights Agreement, dated as of August 4, 2009 (the “Agreement”), between Seahawk Drilling, Inc., a Delaware corporation, and Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent.
EMPLOYMENT/NON-COMPETITION/CONFIDENTIALITY AGREEMENTConfidentiality Agreement • May 11th, 2010 • Seahawk Drilling, Inc. • Drilling oil & gas wells • Texas
This Employment/Non-Competition/Confidentiality Agreement by and between Seahawk Drilling, Inc. (the “Company”) and James R. Easter (“Employee”) (together the “Parties”), effective as of May 10, 2010 (the “Agreement”), is made on the terms as herein provided.
SEAHAWK DRILLING, INC. NON-QUALIFIED STOCK OPTION AGREEMENTOption Agreement • August 28th, 2009 • Seahawk Drilling, Inc. • Drilling oil & gas wells • Texas
This option agreement (“Option Agreement” or “Agreement”) executed between SEAHAWK DRILLING, INC. (the “Company”), and (the “Optionee”), an employee of the Company or one of its Subsidiaries, regarding a right (the “Option”) awarded to the Optionee on (the “Grant Date”) to purchase from the Company up to but not exceeding in the aggregate shares of Common Stock (as defined in the Seahawk Drilling, Inc. 2009 Long-Term Incentive Plan (the “Plan”)) at $ . per share (the “Grant Price”), such number of shares and such price per share being subject to adjustment as provided in the Plan, and further subject to the following terms and conditions:
PRIDE INTERNATIONAL, INC. EMPLOYMENT/NON-COMPETITION/ CONFIDENTIALITY AGREEMENT ALEJANDRO CESTEROConfidentiality Agreement • February 17th, 2009 • Pride SpinCo, Inc. • Drilling oil & gas wells • Texas
This Employment/Non-Competition/Confidentiality Agreement by and between Pride International, Inc. (the “Company” and as further defined herein) and Alejandro Cestero (“Employee”), effective as of October 30, 2008 (the “Agreement”), is made on the terms as herein provided.
FORM OF MASTER SEPARATION AGREEMENT between PRIDE INTERNATIONAL, INC., and SEAHAWK DRILLING, INC. dated as ofMaster Separation Agreement • June 16th, 2009 • Pride SpinCo, Inc. • Drilling oil & gas wells • Texas
This MASTER SEPARATION AGREEMENT (this “Agreement”) is entered into as of [___], 2009, between Pride International, Inc., a Delaware corporation (“Pride”) and Seahawk Drilling, Inc., a Delaware corporation (“Seahawk”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article I hereof.
FIRST AMENDMENTFirst Amendment • November 16th, 2009 • Seahawk Drilling, Inc. • Drilling oil & gas wells • New York
This FIRST AMENDMENT (this “Amendment”) dated as of September 30, 2009, effective as of August 4, 2009, is among SEAHAWK DRILLING, INC., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower party hereto (the “Guarantors”), the Lenders party hereto, and NATIXIS, NEW YORK BRANCH, in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
SEPARATION AGREEMENTSeparation Agreement • May 5th, 2010 • Seahawk Drilling, Inc. • Drilling oil & gas wells
This Separation Agreement (“Agreement”) is entered into by and between OSCAR GERMAN (“Former Employee”) and SEAHAWK DRILLING, INC., a Delaware corporation, and its affiliated companies, corporations, partnerships, business associations and subsidiaries (collectively, the “Company”). Former Employee and the Company are sometimes referred to herein as a “Party” and collectively as the “Parties.”
THIRD AMENDMENTThird Amendment • May 5th, 2010 • Seahawk Drilling, Inc. • Drilling oil & gas wells • New York
This THIRD AMENDMENT (this “Amendment”) dated as of March 19, 2010, is among SEAHAWK DRILLING, INC., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower party hereto (the “Guarantors”), the Lenders party hereto, and NATIXIS, NEW YORK BRANCH, in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 17th, 2009 • Seahawk Drilling, Inc. • Drilling oil & gas wells • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2009 by and between Seahawk Drilling, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
FORM OF TAX SHARING AGREEMENT BETWEEN PRIDE INTERNATIONAL, INC. AND SEAHAWK DRILLING, INC.Tax Sharing Agreement • June 16th, 2009 • Pride SpinCo, Inc. • Drilling oil & gas wells • Texas
THIS TAX SHARING AGREEMENT (this “Agreement”) is entered into as of [ ], between Pride International, Inc., a Delaware corporation (“Pride”), and Seahawk Drilling, Inc., a Delaware corporation (“Seahawk”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of this Agreement.
SEAHAWK DRILLING, INC. THIRD AMENDED AND RESTATED EMPLOYMENT/ NON- COMPETITION/CONFIDENTIALITY AGREEMENT RANDALL D. STILLEYSeahawk Drilling, Inc. • June 29th, 2010 • Drilling oil & gas wells • Texas
This Third Amended and Restated Employment/Non-Competition/Confidentiality Agreement by and between Seahawk Drilling, Inc. (the “Company”) and Randall D. Stilley (“Employee”) (together the “Parties”), effective as of June 25, 2010 (the “Agreement”), is made on the terms as herein provided.
FORM OF TRANSITION SERVICES AGREEMENT BETWEEN PRIDE INTERNATIONAL, INC. (as service provider) and SEAHAWK DRILLING, INC. (as service receiver) Dated [__________]Transition Services Agreement • June 16th, 2009 • Pride SpinCo, Inc. • Drilling oil & gas wells • Texas
This TRANSITION SERVICES AGREEMENT (together with the Schedules hereto, this “Agreement”) is entered into as of [___], 2009, by and between Pride International, Inc., a Delaware corporation (“Pride”), and Seahawk Drilling, Inc., a Delaware corporation (“Seahawk”).
TRANSITION SERVICES AGREEMENT BETWEEN PRIDE INTERNATIONAL, INC. (as service provider) and SEAHAWK DRILLING, INC. (as service receiver) Dated August 4, 2009Transition Services Agreement • September 17th, 2009 • Seahawk Drilling, Inc. • Drilling oil & gas wells • Texas
This TRANSITION SERVICES AGREEMENT (together with the Schedules hereto, this “Agreement”) is entered into as of August 4, 2009, by and between Pride International, Inc., a Delaware corporation (“Pride”), and Seahawk Drilling, Inc., a Delaware corporation (“Seahawk”).
EMPLOYEE MATTERS AGREEMENT BETWEEN PRIDE INTERNATIONAL, INC. and SEAHAWK DRILLING, INC. Dated August 4, 2009Employee Matters Agreement • September 17th, 2009 • Seahawk Drilling, Inc. • Drilling oil & gas wells • Texas
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is entered into as of August 4, 2009 by and between Pride International, Inc., a Delaware corporation (“Pride”), and Seahawk Drilling, Inc., a Delaware corporation (“Seahawk”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in ARTICLE I hereof or in the Master Separation Agreement.
SEAHAWK DRILLING, INC. NON-QUALIFIED STOCK OPTION AGREEMENTOption Agreement • August 28th, 2009 • Seahawk Drilling, Inc. • Drilling oil & gas wells • Texas
This option agreement (“Option Agreement” or “Agreement”) executed between SEAHAWK DRILLING, INC. (the “Company”), and (the “Optionee”), a non-employee Director of the Company, regarding a right (the “Option”) awarded to the Optionee on (the “Grant Date”) to purchase from the Company up to but not exceeding in the aggregate shares of Common Stock (as defined in the Seahawk Drilling, Inc. 2009 Long-Term Incentive Plan (the “Plan”)) at $ . per share (the “Grant Price”), such number of shares and such price per share being subject to adjustment as provided in the Plan, and further subject to the following terms and conditions:
TAX SHARING AGREEMENT BETWEEN PRIDE INTERNATIONAL, INC. AND SEAHAWK DRILLING, INC.Tax Sharing Agreement • September 17th, 2009 • Seahawk Drilling, Inc. • Drilling oil & gas wells • Texas
THIS TAX SHARING AGREEMENT (this “Agreement”) is entered into as of August 4, 2009, between Pride International, Inc., a Delaware corporation (“Pride”), and Seahawk Drilling, Inc., a Delaware corporation (“Seahawk”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of this Agreement.
FOURTH AMENDMENTFourth Amendment • August 4th, 2010 • Seahawk Drilling, Inc. • Drilling oil & gas wells • New York
This FOURTH AMENDMENT (this “Amendment”) dated as of August 2, 2010, is among SEAHAWK DRILLING, INC., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower party hereto (the “Guarantors”), the Lenders party hereto, and NATIXIS, NEW YORK BRANCH, in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
REVOLVING CREDIT AGREEMENT Dated as of August 4, 2009 among SEAHAWK DRILLING, INC. as Borrower, CERTAIN SUBSIDIARIES THEREOF, as Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, and NATIXIS, NEW YORK BRANCH, as Administrative Agent,...Pledge Agreement • August 6th, 2009 • Seahawk Drilling, Inc. • Drilling oil & gas wells • New York
This Revolving Credit Agreement dated as of August 4, 2009 is among Seahawk Drilling, Inc., a Delaware corporation (the “Borrower”), the Guarantors, the Lenders, and Natixis, New York Branch (“Natixis”), as Administrative Agent for the Lenders and as Issuing Bank.
ASSET PURCHASE AGREEMENT By and Among SEAHAWK DRILLING, INC., SEAHAWK GLOBAL HOLDINGS LLC, SEAHAWK MEXICO HOLDINGS LLC, SEAHAWK DRILLING MANAGEMENT LLC, SEAHAWK DRILLING LLC, SEAHAWK OFFSHORE MANAGEMENT LLC, ENERGY SUPPLY INTERNATIONAL LLC, and...Asset Purchase Agreement • February 14th, 2011 • Seahawk Drilling, Inc. • Drilling oil & gas wells • Texas
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) dated as of February 11, 2011, is by and among SEAHAWK DRILLING, INC., a Delaware corporation (“Seahawk Parent”), SEAHAWK GLOBAL HOLDINGS LLC, a Delaware limited liability company (“Seahawk Global Holdings”), SEAHAWK MEXICO HOLDINGS LLC, a Delaware limited liability company (“Seahawk Mexico Holdings”), SEAHAWK DRILLING MANAGEMENT LLC, a Delaware limited liability company (“Seahawk Drilling Management”), SEAHAWK DRILLING LLC, a Delaware limited liability company (“Seahawk Drilling”), SEAHAWK OFFSHORE MANAGEMENT LLC, a Delaware limited liability company (“Seahawk Offshore Management”), ENERGY SUPPLY INTERNATIONAL LLC, a Delaware limited liability company (“Energy Supply International”), SEAHAWK DRILLING USA LLC, a Delaware limited liability company (“Seahawk USA”), SD DRILLING LLC, a Delaware limited liability company (“Newco”), and Hercules Offshore, Inc., a Delaware corporation (“Hercules Parent”). Seahawk Parent, Seahawk Global Holdings
SEPARATION AGREEMENTSeparation Agreement • May 5th, 2010 • Seahawk Drilling, Inc. • Drilling oil & gas wells
This Separation Agreement (“Agreement”) is entered into by and between STEVEN A. MANZ (“Former Employee”) and SEAHAWK DRILLING, INC., a Delaware corporation, and its affiliated companies, corporations, partnerships, business associations and subsidiaries (collectively, the “Company”). Former Employee and the Company are sometimes referred to herein as a “Party” and collectively as the “Parties.”
FORM OF TAX SUPPORT AGREEMENTForm of Tax Support Agreement • July 6th, 2009 • Pride SpinCo, Inc. • Drilling oil & gas wells • Texas
This TAX SUPPORT AGREEMENT (this “Agreement”) is entered into as of [___], 2009, between Pride International, Inc., a Delaware corporation (“Pride”), and Seahawk Drilling, Inc., a Delaware corporation (“Seahawk”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Master Separation Agreement referred to below.
JOINT FILING AGREEMENTJoint Filing Agreement • October 29th, 2013 • Seahawk Drilling, Inc. • Drilling oil & gas wells
This agreement may be executed simultaneously in any number of counterparts, all of which together shall constitute one and the same instrument.
SEAHAWK DRILLING, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • August 28th, 2009 • Seahawk Drilling, Inc. • Drilling oil & gas wells • Texas
This Restricted Stock Unit Agreement (“Agreement”) between SEAHAWK DRILLING, INC. (the “Company”) and (the “Grantee”), an employee of the Company or one of its Subsidiaries, regarding an award (“Award”) of units of Common Stock (as defined in the Seahawk Drilling, Inc. 2009 Long-Term Incentive Plan (the “Plan”), such Common Stock comprising this Award referred to herein as “Restricted Stock Units”) awarded to the Grantee on (the “Grant Date”), such number of Restricted Stock Units subject to adjustment as provided in Section 16 of the Plan, and further subject to the following terms and conditions:
DEBTOR-IN-POSSESSION LOAN, SECURITY AND GUARANTY AGREEMENTSecurity and Guaranty Agreement • April 27th, 2011 • Seahawk Drilling, Inc. • Drilling oil & gas wells • New York
This DEBTOR-IN-POSSESSION LOAN, SECURITY AND GUARANTY AGREEMENT, dated as of April 27, 2011, is entered into by and among Seahawk Drilling, Inc., a Delaware corporation (the “Borrower”), and Seahawk Drilling LLC, a Delaware limited liability company, Seahawk Global Holdings LLC, a Delaware limited liability company, Seahawk Mexico Holdings LLC, a Delaware limited liability company, Seahawk Drilling Management LLC, a Delaware limited liability company, Seahawk Offshore Management LLC, a Delaware limited liability company, Energy Supply International LLC, a Delaware limited liability company, and Seahawk Drilling USA LLC, a Delaware limited liability company (collectively, the “Guarantors”), and Hayman Capital Master Fund, L.P. (the “Lender”).
TECHNICAL COLLABORATION AGREEMENTTechnical Collaboration Agreement • October 5th, 2010 • Seahawk Drilling, Inc. • Drilling oil & gas wells
Seahawk Drilling LLC, a Delaware limited liability company (“SDL”) which expression shall include its successors and permitted assigns acting through its duly authorised Mr. Randall D. Stilley, President:
FORM OF EMPLOYEE MATTERS AGREEMENT BETWEEN PRIDE INTERNATIONAL, INC. and SEAHAWK DRILLING, INC. Dated ____________, 2009Employee Matters Agreement • June 16th, 2009 • Pride SpinCo, Inc. • Drilling oil & gas wells • Texas
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is entered into as of ___, 2009 by and between Pride International, Inc., a Delaware corporation (“Pride”), and Seahawk Drilling, Inc., a Delaware corporation (“Seahawk”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof or in the Master Separation Agreement.
SEAHAWK DRILLING, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • August 28th, 2009 • Seahawk Drilling, Inc. • Drilling oil & gas wells • Texas
This Restricted Stock Unit Agreement (“Agreement”) between SEAHAWK DRILLING, INC. (the “Company”) and (the “Grantee”), a non-employee Director of the Company, regarding an award (“Award”) of units of Common Stock (as defined in the Seahawk Drilling, Inc. 2009 Long-Term Incentive Plan (the “Plan”), such Common Stock comprising this Award referred to herein as “Restricted Stock Units”) awarded to the Grantee on , 20 (the “Grant Date”), such number of Restricted Stock Units subject to adjustment as provided in Section 16 of the Plan, and further subject to the following terms and conditions:
SECOND AMENDMENTSecond Amendment • March 1st, 2010 • Seahawk Drilling, Inc. • Drilling oil & gas wells • New York
This SECOND AMENDMENT (this “Amendment”) dated as of December 28, 2009 is among SEAHAWK DRILLING, INC., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower party hereto (the “Guarantors”), the Lenders party hereto, and NATIXIS, NEW YORK BRANCH, in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
TAX SUPPORT AGREEMENTTax Support Agreement • September 17th, 2009 • Seahawk Drilling, Inc. • Drilling oil & gas wells • Texas
This TAX SUPPORT AGREEMENT (this “Agreement”) is entered into as of August 4, 2009, between Pride International, Inc., a Delaware corporation (“Pride”), and Seahawk Drilling, Inc., a Delaware corporation (“Seahawk”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Master Separation Agreement referred to below.
MEMORANDUM OF AGREEMENTMemorandum of Agreement • October 5th, 2010 • Seahawk Drilling, Inc. • Drilling oil & gas wells
SEAHAWK DRILLING LLC, of 5 Greenway Plaza, Suite 2700, Houston, Texas 77046, a limited liability corporation organized under the laws of Delaware, (hereinafter called the “Seller”),
MASTER SEPARATION AGREEMENT between PRIDE INTERNATIONAL, INC., and SEAHAWK DRILLING, INC. dated as of August 4, 2009Master Separation Agreement • September 17th, 2009 • Seahawk Drilling, Inc. • Drilling oil & gas wells • Texas
This MASTER SEPARATION AGREEMENT (this “Agreement”) is entered into as of August 4, 2009, between Pride International, Inc., a Delaware corporation (“Pride”) and Seahawk Drilling, Inc., a Delaware corporation (“Seahawk”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article I hereof.
DEBTOR-IN-POSSESSION CREDIT AGREEMENT dated as of February 11, 2011 among Seahawk Drilling, Inc., as the Borrower, D. E. Shaw Direct Capital Portfolios, L.L.C., as the Administrative Agent, and The Lenders Party HeretoCredit Agreement • February 14th, 2011 • Seahawk Drilling, Inc. • Drilling oil & gas wells • New York
THIS DEBTOR-IN-POSSESSION CREDIT AGREEMENT dated as of February 11, 2011 is among: Seahawk Drilling, Inc., a corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”); each of the Lenders from time to time party hereto; and D. E. Shaw Direct Capital Portfolios, L.L.C. (in its individual capacity, “Direct Capital”), as trustee (for the purposes of the Rig Mortgages, as described below) and administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
