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ERISA
SCHEDULE VIII
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Subsidiaries
SCHEDULE IX
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Capitalization
SCHEDULE X
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Approved Classification Societies
SCHEDULE XI
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Existing Investments
SCHEDULE XII
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Leased Real Property
SCHEDULE XIII
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Existing Contingent Obligations
SCHEDULE XIV
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Tax Agreements
SCHEDULE XV
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Unrestricted Subsidiaries
EXHIBIT A-1
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Notice of Borrowing
EXHIBIT A-2
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Notice of Conversion/Continuation
EXHIBIT B
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Note
EXHIBIT C-1
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Opinion of Gardere Wynne Sewell LLP, special counsel to the Borrower and
its Subsidiaries
EXHIBIT C-2
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Opinion of Randall Stafford, general counsel of the Borrower and its
Subsidiaries
EXHIBIT D
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Officer's Certificate
EXHIBIT E
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Subsidiaries Guaranty
EXHIBIT F
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Pledge Agreement
EXHIBIT G
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Assignment of Earnings
EXHIBIT H
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Assignment of Insurances
EXHIBIT I-1
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Form of U.S. Vessel Mortgage
EXHIBIT I-2
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Form of Liberian Vessel Mortgage
EXHIBIT J
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Letter of Credit Request
EXHIBIT K
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Solvency Certificate
EXHIBIT L
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Assignment and Assumption Agreement
EXHIBIT M
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Form of Compliance Certificate
EXHIBIT N
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Subordination Provisions
EXHIBIT O
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Form of Section 4.04(b)(ii) Certificate
EXHIBIT P
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Form of Master Vessel and Trust Agreement
(v)
CREDIT AGREEMENT, dated as of December 29, 2005, among TODCO, a
Delaware corporation (the "Borrower"), the Lenders party hereto from time to
time, and NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as Administrative Agent (in
such capacity, the "Administrative Agent") and as Collateral Agent under the
Security Documents (in such capacity, the "Collateral Agent"). All capitalized
terms used herein and defined in Section 11 are used herein as therein defined.
W I T N E S S E T H:
WHEREAS, subject to and upon the terms and conditions herein set
forth, the Lenders are willing to make available to the Borrower the credit
facility provided for herein;
NOW, THEREFORE, IT IS AGREED:
SECTION 1. Amount and Terms of Credit Facility.
1.01 The Commitments. Subject to and upon the terms and conditions set
forth herein, each Lender severally agrees to make at any time on or after the
Effective Date and prior to the Maturity Date a revolving loan or revolving
loans (each, a "Loan" and, collectively, the "Loans") to the Borrower, which
Loans (i) shall bear interest in accordance with Section 1.08, (ii) shall be
denominated in Dollars, (iii) may be repaid and reborrowed in accordance with
the provisions hereof, (iv) except as hereinafter provided, shall, at the option
of the Borrower, be incurred and maintained as, and/or converted into, Base Rate
Loans or Eurodollar Loans, provided that except as otherwise specifically
provided in Section 1.10(c), all Loans comprising the same Borrowing shall at
all times be of the same Type, (v) shall not exceed for any Lender at any time
that aggregate principal amount outstanding which, when added to such Lender's
Percentage of all Letter of Credit Outstandings (exclusive of Unpaid Drawings
which are repaid with the proceeds of, and simultaneously with the incurrence
of, the respective incurrence of Loans) at such time, equals the Commitment of
such Lender at such time and