EXHIBIT 10.15
FIRST AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT
This First Amendment ("Amendment") to the Registration Rights Agreement
dated as of February 4, 2004 between Transocean Inc., a company organized under
the laws of the Cayman Islands ("Transocean"), and TODCO, a Delaware corporation
(the "Company"), is made and entered into as of September 7, 2004, by Transocean
and the Company.
WHEREAS, Transocean and the Company are parties to a Registration
Rights Agreement dated as of February 4, 2004 (the "Agreement"); and
WHEREAS, Transocean has notified the Company that it and Transocean
Holdings Inc., a Delaware corporation and a wholly owned subsidiary of
Transocean, intend to offer to the public (the "Public Offering") shares of the
Company's Class A Common Stock (as defined below); and
WHEREAS, the Company has filed a registration statement on Form S-1
(Registration No. 333-117888) covering the offering of shares of the Company's
Class A Common Stock with a maximum aggregate offering price of up to
$230,000,000 pursuant to the Public Offering; and
WHEREAS, the Agreement currently provides for the payment by the
Company of all Registration Expenses with respect to a registration pursuant to
the Agreement; and
WHEREAS, Transocean has agreed to pay for all Registration Expenses in
connection with the Public Offering; and
WHEREAS, Transocean and the Company wish to amend the Agreement to
reflect such agreement;
NOW, THEREFORE, upon the premises and based on the mutual promises
herein contained, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties agree as follows:
1. Definitions. Capitalized terms used herein that are defined in the
Agreement shall have their meanings as defined in the Agreement, unless
otherwise defined herein.
2. Amendment. Section 4 of the Agreement is hereby amended and restated
as follows:
Transocean agrees to pay all Registration Expenses (except for the
fees, disbursements and expenses of the Company's counsel(s) in the event the
Company retains counsel other than Transocean's counsel) with respect to the
registration of shares of Class A Common Stock pursuant to the Company's
registration statement on Form S-1 (Registration No. 333-117888) covering the
offering of shares of the Company's Class A Common Stock with a maximum
aggregate offering price of up to $230,000,000 (as such amount may be increased
at the direction of Transocean) and any registration statement for the same
offering filed pursuant to Rule 462(b) under the Securities Act at the direction
of Transocean. The Company agrees to pay all Registration Expenses with respect
to all other registrations as provided in the Agreement. All
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internal expenses of the Company or a Holder in connection with any offering
pursuant to this Agreement, including, without limitation, the salaries and
expenses of officers and employees, including in-house attorneys, shall be borne
by the party incurring them. All Selling Expenses of the Holders participating
in any registration pursuant to this Agreement shall be borne by such Holders
pro rata based on each Holder's number of Registrable Securities included in
such registration.
3. Limited Effect. Except as amended hereby, the Amendment shall
continue to be, and shall remain, in full force and effect in accordance with
its terms as currently written.
4. Counterparts. For the convenience of the parties, this Amendment may
be executed in any number of counterparts, each of which shall be deemed to be
an original but all of which together shall be one and the same instrument.
5. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO THE CONFLICTS
OF LAWS PRINCIPLES THEREOF.
6. Construction. This Amendment shall be construed as if jointly
drafted by the Company and Transocean and no rule of construction or strict
interpretation shall be applied against either party. The paragraph headings
contained in this Amendment are for reference purposes only, and shall not
affect in any manner the meaning or interpretation of this Amendment.
IN WITNESS WHEREOF, the undersigned has executed this Amendment to be
effective as of the date first above written.
TRANSOCEAN INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
TODCO
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
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