AMENDMENT NO. 2 TO RESTRUCTURING SUPPORT AGREEMENT

EX-10.1 2 d243679dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

AMENDMENT NO. 2 TO RESTRUCTURING SUPPORT AGREEMENT

This Amendment No. 2 (this “Amendment No. 2”), dated as of August 12, 2016, is made by the HERO Entities and each of the Ad Hoc Group Members that is a party hereto. Capitalized terms used and not otherwise defined herein have the meanings set forth in the Agreement (as defined below).

WHEREAS, the HERO Entities and the Ad Hoc Group Members are parties to that certain Restructuring Support Agreement, dated May 26, 2016, as amended by the Amendment to the Restructuring Support Agreement, dated July 8, 2016 (as may be further amended, modified or supplemented from time to time, the “Agreement”);

WHEREAS, Section 26 of the Agreement provides, among other things, that the Agreement may be amended with the written consent of (i) each of the HERO Entities and (ii) the Requisite Consenting Lenders; and

WHEREAS, the parties desire to amend the Agreement in order to extend the timeline for (a) the entry of the Disclosure Statement Order and Confirmation Order and (b) the consummation of the Plan.

NOW, THEREFORE, in consideration of the covenants and agreements contained herein and in the Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

Section 6(i) of the Agreement is hereby amended such that (i) the reference to “August 12, 2016” therein is changed to “September 30, 2016.”

Section 6(j) of the Agreement is hereby amended such that the reference to “August 26, 2016” therein is changed to “October 14, 2016.”

Point 7 of the “Milestones” subsection of the Term Sheet is hereby amended such that the reference to “August 12, 2016” therein is changed to “September 30, 2016.”

Point 8 of the “Milestones” subsection of the Term Sheet is hereby amended such that the reference to “August 26, 2016” therein is changed to “October 14, 2016.”

This Amendment No. 2 and the Agreement (including the Term Sheet that is attached to, and fully incorporated in, the Agreement), together, contain the complete agreement among the HERO Entities and the Ad Hoc Group Members and supersede any prior understandings, agreements, letters of intent or representations by or among such parties, written or oral, to the extent they relate to the subject matter hereof. Except as specifically amended hereby, the Agreement, as amended hereby, shall remain in full force and effect.

[Signature Pages Follow]

IN WITNESS WHEREOF, this Amendment No. 2 has been duly executed to be effective as of the date first written above.


HERCULES OFFSHORE, INC.

By:		/s/ Troy L. Carson
Name:		Troy L. Carson
Title:		Senior Vice President & CFO

CLIFFS DRILLING COMPANY
FDT LLC
FDT HOLDINGS LLC
HERCULES DRILLING COMPANY, LLC
HERCULES OFFSHORE LIFTBOAT COMPANY LLC
HERO HOLDINGS, INC.
SD DRILLING LLC
THE OFFSHORE DRILLING COMPANY
THE ONSHORE DRILLING COMPANY
TODCO AMERICAS INC.
TODCO INTERNATIONAL INC.
HERCULES LIFTBOAT COMPANY, LLC
HERCULES OFFSHORE SERVICES LLC
HERCULES OFFSHORE INTERNATIONAL, LLC

By:		/s/ Troy L. Carson
Name:		Troy L. Carson
Title:		Vice President