0001193125-09-193001 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification 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”).

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TRANSITION SERVICES AGREEMENT BETWEEN PRIDE INTERNATIONAL, INC. (as service provider) and SEAHAWK DRILLING, INC. (as service receiver) Dated August 4, 2009
Transition 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, 2009
Employee 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.

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.

TAX SUPPORT AGREEMENT
Tax 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.

MASTER SEPARATION AGREEMENT between PRIDE INTERNATIONAL, INC., and SEAHAWK DRILLING, INC. dated as of August 4, 2009
Master 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.

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