EXHIBIT 10.17
SECOND AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT
This Second 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 November 19, 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, at the request of Transocean and Transocean Holdings Inc. and
pursuant to the terms of the Agreement, the Company filed a registration
statement on Form S-1 (Registration No. 333-117888) that became effective on
September 15, 2004 and a registration statement on Form S-1 (Registration No.
333-119030) that became effective on September 16, 2004 covering the offering of
shares of the Company's Class A Common Stock (as defined below) (collectively,
the "Second Resale Registration Statement");
WHEREAS, Transocean has notified the Company that it intends to offer to
the public (the "Public Offering") additional shares of the Company's Class A
Common Stock; and
WHEREAS, pursuant to the terms of the Agreement, the Company is not
obligated to file a registration statement relating to a registration request
pursuant to Section 2 of the Agreement within a period of 60 calendar days after
the effective date of any other registration statement of the Company demanded
pursuant to such Section 2;
WHEREAS, the Company has agreed, subject to the terms and conditions of
this Amendment, to the filing of an additional registration statement covering
the offering of shares of the Company's Class A Common Stock at the request of
Transocean (the "Third Resale Registration Statement");
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 Third Resale Registration Statement; 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 (a) 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 Second Resale Registration Statement
and (b) pay all Registration Expenses (provided that the fees,
disbursements and expenses of the Company's counsel are reasonable)
with respect to the registration of shares of Class A Common Stock
pursuant to the Third Resale Registration Statement and any
registration statement for the same offering filed pursuant to Rule
462(b) under the Securities Act at the direction of Transocean, in
each case regardless of whether the Company was, or was not,
obligated to file such registration statement as provided in the
Agreement. The Company agrees to pay all Registration Expenses with
respect to all other registrations as provided in the Agreement. All
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. Registration. The parties agree that the restriction in Section
2(a)(ii) of the Agreement on the Company's obligation to file a
registration statement relating to a registration request pursuant to
Section 2 of the Agreement within a period of 60 calendar days after the
effective date of any other registration statement of the Company demanded
pursuant to such Section 2 shall not be applicable to the Third Resale
Registration Statement or any registration statement for the same offering
filed pursuant to Rule 462(b) under the Securities Act at the direction of
Transocean.
4. Limited Effect. Except as amended hereby, the Agreement shall
continue to be, and shall remain, in full force and effect in accordance
with its terms as currently written.
5. 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.
6. 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.
7. 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.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the undersigned has executed this Amendment to be
effective as of the date first above written.
TRANSOCEAN INC.
By: /s/ Xxxx X. Xxxxx
-----------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
TODCO
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
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